-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HMdC7D5fUfxOzt8LulDEjNuxCEZFpjIglEGZOMPTrRZE+lPYrcFS0bYwBVC5TPv8 fkXm293Un8GLOlZJ5ncfPw== 0000891079-05-000033.txt : 20050308 0000891079-05-000033.hdr.sgml : 20050308 20050308093055 ACCESSION NUMBER: 0000891079-05-000033 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050308 EFFECTIVENESS DATE: 20050308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC S&S PROGRAM MUTUAL FUND CENTRAL INDEX KEY: 0000040559 IRS NUMBER: 136220795 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-01494 FILM NUMBER: 05665530 BUSINESS ADDRESS: STREET 1: GEIM STREET 2: 3003 SUMMER STREET CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2033262300 MAIL ADDRESS: STREET 1: 3003 SUMMER ST CITY: STAMFORD STATE: CT ZIP: 06904 N-CSR 1 ssprogram.txt S&S PROGRAM MUTUAL - CERTIFICATION OF SHAREHOLDER REPORT FOR THE YEAR ENDING 31 DEC, 2004 OMB APPROVAL OMB Number: 3235-0570 Expires: SEPT. 30, 2007 Estimated average burden hours per response: 19.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-01494 - ----------------------------------------------------------------- GENERAL ELECTRIC S&S PROGRAM MUTUAL FUND - ------------------------------------------------------------------ (Exact name of registrant as specified in charter) 3001, SUMMER STREET,STAMFORD, CONNECTICUT, 06905 - ------------------------------------------------------------------- (Address of principal executive offices) (Zip code) GE ASSET MANAGEMENT INC,3001, SUMMER STREET,STAMFORD,CONNECTICUT, 06905 - ------------------------------------------------------------------ (Name and address of agent for service) Registrant"s telephone number, including area code: 800-242-0134 ---------------------------- Date of fiscal year end: 12/31 --------------------------- Date of reporting period: : 12/31/04 ------------------------- ITEM 1. REPORTS TO STOCKHOLDERS. S&S FUNDS Program Mutual Fund Income Fund Annual Report December 31, 2004 [GE logo omitted] Contents MANAGER REVIEWS AND SCHEDULES OF INVESTMENTS PROGRAM MUTUAL FUND ............................................... 1 INCOME FUND ....................................................... 8 NOTES TO PERFORMANCE ................................................. 24 NOTES TO SCHEDULES OF INVESTMENTS .................................... 25 FINANCIAL STATEMENTS Financial Highlights .............................................. 26 Statements of Assets and Liabilities .............................. 28 Statements of Operations .......................................... 29 Statements of Changes in Net Assets ............................... 30 Notes to Financial Statements ..................................... 31 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .............. 37 TAX INFORMATION ...................................................... 38 ADDITIONAL INFORMATION ..............................;................ 39 INVESTMENT TEAM .......................................................42 GE S&S Program Mutual Fund Q&A DAVID CARLSON IS A DIRECTOR AND EXECUTIVE VICE PRESIDENT WITH GE ASSET MANAGEMENT RESPONSIBLE FOR MANAGING THE OVERALL U.S. EQUITY INVESTMENTS. HE JOINED GE IN 1980 AS PART OF THE GE FINANCIAL MANAGEMENT PROGRAM. DAVE IS A TRUSTEE OF THE GE PENSION TRUST, GE CANADA PENSION TRUST AND GE'S EMPLOYEE SAVINGS PLAN AS WELL AS CHAIRMAN OF GEAM'S ASSET ALLOCATION COMMITTEE. HE IS ALSO A CHARTERED FINANCIAL ANALYST AND A MEMBER OF THE NEW YORK SOCIETY OF SECURITY ANALYSTS. DAVE IS A GRADUATE OF INDIANA UNIVERSITY WITH A BS IN FINANCE. Q. HOW DID THE S&S PROGRAM MUTUAL FUND PERFORM COMPARED TO ITS BENCHMARK AND LIPPER PEER GROUP FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2004? A. For the twelve-month period ended December 31, 2004, the S&S Program Mutual Fund posted an increase of 8.50%. The S&P 500 benchmark advanced 10.88% and the Fund's Lipper peer group of 1,852 Large Cap Core funds returned an average of 7.78% for the same period. Q. WHY DID THE FUND UNDERPERFORM ITS BENCHMARK FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2004? A. The primary sectors that detracted from performance included Financials and Information Technology. A slight sector overweight and sluggish stock selection in the Financials and Information Technology sectors explain relative underperformance. Q. WHICH STOCKS HAVE PERFORMED WELL OVER THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2004? A. Energy stocks helped performance the most over the period. Oil prices remained elevated relative to expectations over the period and earnings estimates rose for many energy companies. Oil and gas companies such as Burlington Resources (+59%), ConocoPhillips (+36%), Exxon Mobil (+28%), EnCana Corp (+46%), BP PLC (+21%), and Devon Energy (+37%) all helped performance. Energy equipment & services stocks advanced almost 26% over the period and our holdings in Schlumberger (+24%), Nabors (+24%), and Baker Hughes (+34%) helped performance as well. 1 GE S&S Program Mutual Fund Q&A Q. WHICH STOCKS HAVE NOT PERFORMED WELL OVER THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2004? A. Financials, Information Technology, and Utilities were the main drivers to underperformance for the year. In Financials, our overweight position sector and stock selection hurt performance. Fannie Mae (-2%) was under pressure all year due to alleged accounting irregularities related to derivative accounting. Marsh & McLennan (-30%) and AIG (-.5%) declined over an investigation concerning bid rigging in the insurance brokerage businesses of these large insurance companies. State Street (-4%), a core holding, declined over lackluster earnings while many of its peers posted better than anticipated results. Citigroup (+3%), another core holding, also lagged peers in its group as issues with its trust business in Japan fueled negative headlines for the company. In addition, rising interest rates muted investors appetite for the group as the year progressed. Information Technology had a lackluster year posting only a 2.6% advance, just ahead of the worst performing sector Healthcare with an advance of 1.9%. Investors struggled all year with this group as capital spending lagged expectations. The smaller technology companies garnered most of the price appreciation over the year. Our holdings in software including Intuit (-17%) and BMC Software (-.3%) struggled versus peers such as Autodesk (+210%), Adobe (+61%), and Symantec (+50%), which we did not own in the portfolio. Communications equipment also hurt performance as our only holding, Cisco (-20%), underperformed its smaller peers such as Lucent (+33%) and Avaya (+33%). Q. WHAT MARKET CONDITIONS IMPACTED FUND PERFORMANCE? A. Over the past year, many of the stocks that helped fuel gains in the market were on average smaller in market capitalization, had higher expected growth rates, and were more expensive in terms of price to earnings ratio. Companies losing money posted some of the best returns over the period. This trend was evident starting in the second quarter of 2003 as the market began to rally after the Iraq War was declared over. Interestingly, investor's penchant for investing in these stocks created a "quality" schism in the market. This trend was challenging in 2003 and persisted into 2004. We remain focused on the higher quality, larger capitalization stocks when investing for this strategy. 2 GE S&S Program Mutual Fund Understanding Your Fund's Expenses As a shareholder of the Fund you incur transaction and ongoing expenses. Transaction expenses including sales charges on purchase payments, reinvested dividends (or other distributions), and redemption fees directly reduce the investment return of the Fund. Ongoing costs include portfolio management fees, distribution and service fees, professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in each share class of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended December 31, 2004. ACTUAL EXPENSES The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your class under the heading "Expenses Paid During Period." HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds. Please note that the expenses shown in the table do not reflect any transaction costs, such as sales charges or redemption fees.
JULY 1, 2004 - DECEMBER 31, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ ACCOUNT VALUE AT ACCOUNT VALUE EXPENSES THE BEGINNING OF AT THE END OF PAID DURING THE PERIOD ($) THE PERIOD ($) THE PERIOD ($)* - ------------------------------------------------------------------------------------------------------------------------------------ Actual Fund Return** 1,000.00 1,062.72 0.60 - ------------------------------------------------------------------------------------------------------------------------------------ Hypothetical 5% Return (2.5% for the period) 1,000.00 1,024.23 0.61 - ------------------------------------------------------------------------------------------------------------------------------------
* EXPENSES ARE EQUAL TO THE FUND'S ANNUALIZED EXPENSE RATIO OF 0.12% (FROM PERIOD JULY 1, 2004 - DECEMBER 31, 2004), MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY 184/366 (TO REFLECT THE SIX-MONTH PERIOD). ** ACTUAL FUND RETURN FOR SIX-MONTH PERIOD ENDED DECEMBER 31, 2004 WAS 6.27%. 3 GE S&S Program Mutual Fund CHANGE IN VALUE OF A $10,000 INVESTMENT [Line chart omitted--plot points are as follows:] GE S&S Program Mutual Fund S & P 500 Index 12/94 10,000 10,000 12/95 13,677 13,749 12/96 16,829 16,927 12/97 22,396 22,563 12/98 27,721 29,038 12/99 33,193 35,155 12/00 33,214 31,927 12/01 30,313 28,124 12/02 24,582 21,908 12/03 30,424 28,202 12/04 33,011 31,270 AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED DECEMBER 31, 2004 - -------------------------------------------------------------------------------- ONE FIVE TEN YEAR YEAR YEAR - -------------------------------------------------------------------------------- GE S&S Program Mutual Fund 8.50% (0.11%) 12.68% S&P 500 Index 10.88% (2.31%) 12.08% INVESTMENT PROFILE A fund designed for investors who seek long-term growth of capital and income by investing primarily in a diversified portfolio of equity securities of U.S. companies. - -------------------------------------------------------------------------------- *LIPPER PERFORMANCE COMPARISON BASED ON AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/04 LARGE CAP CORE PEER GROUP ONE FIVE TEN YEAR YEAR YEAR Fund's rank in peer group: ..................... 821 181 35 Number of Funds in peer group: ................. 1,852 1,212 442 Peer group average annual total return: ........ 7.78% (3.45%) 9.98% Lipper categories in peer group: ............... LARGE CAP CORE * SEE NOTES TO PERFORMANCE FOR EXPLANATION OF PEER CATEGORIES. TOP TEN HOLDINGS AS OF DECEMBER 31, 2004 AS A % OF MARKET VALUE - ------------------------------------------ Exxon Mobil Corp. 3.79% - ------------------------------------------ Citigroup Inc. 3.66% - ------------------------------------------ Pfizer Inc. 3.30% - ------------------------------------------ Microsoft Corp. 3.15% - ------------------------------------------ American International Group Inc. 2.62% - ------------------------------------------ Bank of America Corp. 2.44% - ------------------------------------------ Johnson & Johnson 2.31% - ------------------------------------------ PepsiCo Inc. 2.29% - ------------------------------------------ First Data Corp. 2.20% - ------------------------------------------ Abbott Laboratories 2.19% - ------------------------------------------ SEE NOTES TO PERFORMANCE ON PAGE 24 FOR FURTHER INFORMATION, INCLUDING AN EXPLANATION OF LIPPER PEER CATEGORIES. PAST PERFORMANCE DOES NOT PREDICT FUTURE PERFORMANCE AND THE GRAPH AND TABLE DO NOT REFLECT THE DEDUCTION OF TAXES. 4 GE S&S PROGRAM MUTUAL FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 GE S&S PROGRAM MUTUAL FUND PORTFOLIO COMPOSITION AS A % OF THE MARKET VALUE OF $4,177,024 AS OF DECEMBER 31, 2004. [Pie chart omitted--plot points are as follows:] Financials 21.2% Information Technology 15.8% Health Care 12.9% Consumer Discretionary 12.5% Consumer Staples 9.8% Industrials 9.5% Energy 7.5% Materials 3.4% Telecommunication Services 3.2% Utilities 2.4% Short-Term Investments 1.8% NUMBER OF SHARES VALUE COMMON STOCK -- 98.8%+ - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY -- 12.5% Carnival Corp. ............. 752,098 $ 43,343 Comcast Corp. (Class A) .... 75,045 2,497 (a) Comcast Corp. (Class A) (Special) ............... 2,140,306 70,288 (a,j) eBay Inc. .................. 80,230 9,329 (a) Family Dollar Stores Inc. .. 369,174 11,529 (j) Harley-Davidson Inc. ....... 76,589 4,653 Home Depot Inc. ............ 910,798 38,927 Liberty Media Corp. (Series A) .............. 7,247,052 79,573 (a) Liberty Media International Inc. (Series A) .............. 355,444 16,432 (a,j) Lowe's Cos. Inc. ........... 614,719 35,402 News Corp. (Class A) ....... 689,998 12,875 Omnicom Group .............. 291,524 24,581 Target Corp. ............... 1,285,122 66,736 Time Warner Inc. ........... 1,641,506 31,911 (a) Tribune Co. ................ 413,999 17,446 Viacom Inc. (Class B) ...... 1,512,821 55,052 520,574 NUMBER OF SHARES VALUE CONSUMER STAPLES -- 9.8% Altria Group Inc. .......... 56,284 $ 3,439 Anheuser-Busch Cos. Inc. ... 489,899 24,853 Avon Products Inc. ......... 93,627 3,623 Clorox Co. ................. 868,708 51,193 Colgate-Palmolive Co. ...... 869,398 44,478 HJ Heinz Co. ............... 230,347 8,981 Kellogg Co. ................ 508,334 22,702 Kimberly-Clark Corp. ....... 717,598 47,225 PepsiCo Inc. ............... 1,833,326 95,700 Procter & Gamble Co. ....... 639,286 35,212 Sara Lee Corp. ............. 931,498 22,486 Wal-Mart Stores Inc. ....... 903,484 47,722 407,614 ENERGY -- 7.6% Burlington Resources Inc. .. 1,070,670 46,574 ConocoPhillips Co. ......... 227,699 19,771 EnCana Corp. ............... 313,949 17,914 Exxon Mobil Corp. .......... 3,086,431 158,210 Nabors Industries Ltd. ..... 312,638 16,035 (a) Occidental Petroleum Corp. . 80,149 4,677 Schlumberger Ltd. .......... 780,595 52,261 315,442 FINANCIALS -- 21.3% AFLAC Inc. ................. 236,949 9,440 Allstate Corp. ............. 830,758 42,967 American Express Co. ....... 245,161 13,820 American International Group Inc. .............. 1,665,518 109,375 Bank of America Corp. ...... 2,168,664 101,905 Berkshire Hathaway Inc. (Class B) ............... 7,010 20,581 (a) Chubb Corp. ................ 153,870 11,833 Citigroup Inc. ............. 3,176,890 153,063 Federal Home Loan Mortgage Corp. .......... 220,479 16,249 Federal National Mortgage Assoc. .................. 1,101,099 78,409 Hartford Financial Services Group Inc. .............. 186,299 12,912 (j) HCC Insurance Holdings Inc. 188,034 6,228 (j) JP Morgan Chase & Co. ...... 716,977 27,969 Marsh & McLennan Cos. Inc. . 138,008 4,540 MBNA Corp. ................. 600,298 16,922 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 5 GE S&S PROGRAM MUTUAL FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 NUMBER OF SHARES VALUE Mellon Financial Corp. ..... 946,678 $ 29,451 Merrill Lynch & Co. Inc. ... 313,949 18,765 Morgan Stanley ............. 758,998 42,140 Principal Financial Group .. 438,241 17,942 Prudential Financial Inc. .. 258,749 14,221 SLM Corp. .................. 104,752 5,593 State Street Corp. ......... 1,582,858 77,750 (e) US Bancorp ................. 365,664 11,453 Wachovia Corp. ............. 376,118 19,784 Wells Fargo & Co. .......... 367,424 22,835 886,147 HEALTHCARE -- 13.0% Abbott Laboratories ........ 1,965,322 91,682 Amgen Inc. ................. 209,069 13,412 (a) Cardinal Health Inc. ....... 203,549 11,836 (j) DENTSPLY International Inc. 76,940 4,324 GlaxoSmithKline PLC. ADR ... 500,308 23,710 HCA Inc. ................... 362,249 14,475 Johnson & Johnson .......... 1,522,895 96,582 Lincare Holdings Inc. ...... 707,248 30,164 (a) Medtronic Inc. ............. 125,415 6,229 Merck & Co. Inc. ........... 381,829 12,272 Pfizer Inc. ................ 5,121,788 137,725 Smith & Nephew PLC. ADR .... 62,537 3,237 UnitedHealth Group Inc. .... 368,597 32,448 Wyeth ...................... 1,431,195 60,955 539,051 INDUSTRIALS -- 9.6% Burlington Northern Santa Fe Corp. .......... 451,949 21,382 Corinthian Colleges Inc. ... 171,977 3,241 (a,j) Danaher Corp. .............. 444,083 25,495 (j) Deere & Co. ................ 420,899 31,315 Dover Corp. ................ 986,698 41,382 Eaton Corp. ................ 277,379 20,071 Emerson Electric Co. ....... 125,075 8,768 General Dynamics Corp. ..... 156,975 16,420 Northrop Grumman Corp. ..... 612,373 33,289 Paccar Inc. ................ 100,740 8,108 (j) Pitney Bowes Inc. .......... 67,228 3,111 Southwest Airlines Co. ..... 793,498 12,918 3M Co. ..................... 314,156 25,783 Tyco International Ltd. .... 1,668,199 59,621 NUMBER OF SHARES VALUE Union Pacific Corp. ........ 165,600 $ 11,137 United Technologies Corp. .. 529,988 54,774 Waste Management Inc. ...... 714,148 21,382 ........................... 398,197 INFORMATION TECHNOLOGY -- 15.9% Analog Devices Inc. ........ 822,133 30,353 Applied Materials Inc. ..... 1,021,197 17,462 (a) Automatic Data Processing Inc. 544,823 24,163 BMC Software Inc. .......... 406,492 7,561 (a) Certegy Inc. ............... 420,899 14,955 (j) Checkfree Corp. ............ 128,808 4,905 (a) Cisco Systems Inc. ......... 2,585,217 49,895 (a) Dell Inc. .................. 1,063,287 44,807 (a) EMC Corp. .................. 743,956 11,063 (a) First Data Corp. ........... 2,164,732 92,088 Intel Corp. ................ 1,925,716 45,042 International Business Machines Corp. .......... 616,375 60,762 Intuit Inc. ................ 600,299 26,419 (a) Microsoft Corp. ............ 4,930,038 131,681 Molex Inc. (Class A) ....... 1,102,065 29,370 (j) Oracle Corp. ............... 3,466,758 47,564 (a) Paychex Inc. ............... 109,440 3,730 Unisys Corp. ............... 1,052,454 10,714 (a) Yahoo! Inc. ................ 237,642 8,954 (a) 661,488 MATERIALS -- 3.4% Alcoa Inc. ................. 470,510 14,783 Barrick Gold Corp. ......... 458,849 11,113 (j) Freeport-McMoRan Copper & Gold Inc. (Class B) ..... 327,749 12,530 (j) Monsanto Co. ............... 196,649 10,924 Neenah Paper Inc. .......... 3,949 129 (a) Newmont Mining Corp. ....... 517,223 22,970 Praxair Inc. ............... 676,543 29,869 Rohm & Haas Co. ............ 327,749 14,496 Weyerhaeuser Co. ........... 344,999 23,191 140,005 TELECOMMUNICATION SERVICES -- 3.2% Sprint Corp. ............... 937,708 23,302 Verizon Communications Inc. 689,998 27,952 Vodafone Group PLC. ADR .... 2,996,041 82,032 (j) ........................... 133,286 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 6 GE S&S PROGRAM MUTUAL FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 NUMBER OF SHARES VALUE UTILITIES -- 2.5% Dominion Resources Inc. .... 500,249 $ 33,887 Entergy Corp. .............. 402,959 27,236 Exelon Corp. ............... 241,499 10,643 PG&E Corp. ................. 727,948 24,226 (a) PPL Corp. .................. 104,543 5,570 101,562 TOTAL INVESTMENTS IN SECURITIES (COST $3,555,019) ....... 4,103,366 PRINCIPAL AMOUNT VALUE - -------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS -- 1.8% - -------------------------------------------------------------------------------- REPURCHASE AGREEMENT -- 1.3% State Street Bank and Trust Co. 1.32% dated 12/31/04, to be repurchased at $52,973 on 01/03/05 collateralized by $54,030 U.S. Treasuries, 1.50%-7.50%, maturing 07/31/05-11/15/16 (COST $52,967) ......... $52,967 52,967 (e) NUMBER OF SHARES VALUE - -------------------------------------------------------------------------------- State Street Navigator Securities Lending Prime Portfolio .. 20,690,670 20,691 (e,m) TOTAL SHORT-TERM INVESTMENTS (COST $73,658) ........... 73,658 TOTAL INVESTMENTS (COST $3,628,677) ........ 4,177,024 LIABILITIES IN EXCESS OF OTHER ASSETS, (0.6)% ........... (22,881) ============ NET ASSETS-- 100.0% ......... $4,154,143 ============ - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. + Percentages are based on net assets as of December 31, 2004. 7 GE S&S Income Fund Q&A ROBERT MACDOUGALL IS A DIRECTOR AND EXECUTIVE VICE PRESIDENT OF GE ASSET MANAGEMENT. HE OVERSEES A PORTION OF THE FIXED INCOME INVESTMENTS FOR GE ASSET MANAGEMENT AND LEADS A TEAM OF PORTFOLIO MANAGERS FOR THE S&S INCOME FUND, WHICH INCLUDES PAUL M. COLONNA, MARK DELANEY, AND WILLIAM HEALEY.* MR. MACDOUGALL JOINED GEAM IN 1986 AS VICE PRESIDENT. HE BECAME A SENIOR VICE PRESIDENT IN 1993 AND EXECUTIVE VICE PRESIDENT IN 1997. PRIOR TO JOINING GEAM, BOB HELD A VARIETY OF FINANCIAL MANAGEMENT POSITIONS WITHIN GE'S CORPORATE TREASURY AND FINANCIAL PLANNING DEPARTMENTS. BOB RECEIVED BOTH HIS MASTERS AND BACHELORS IN BUSINESS ADMINISTRATION FROM THE UNIVERSITY OF MASSACHUSETTS. WILLIAM HEALEY IS A SENIOR VICE PRESIDENT OF GE ASSET MANAGEMENT. HE HAS SERVED ON THE FUND'S PORTFOLIO MANAGEMENT TEAM SINCE JOINING GE ASSET MANAGEMENT IN 1996. PRIOR TO JOINING GE ASSET MANAGEMENT, MR. HEALEY SPENT OVER 10 YEARS IN THE FIXED INCOME GROUP AT METLIFE. MARK DELANEY IS A VICE PRESIDENT FOR GEASSET MANAGEMENT. HE HAS SERVED ON THE FUND'S PORTFOLIO MANAGEMENT TEAM SINCE JOINING GE ASSET MANAGEMENT IN 2002. PRIOR TO JOINING GE ASSET MANAGEMENT, MR. DELANEY WAS THE ASSISTANT INVESTMENT OFFICER FOR FIXED INCOME AT PERS OF OHIO. MARK ALSO WAS A SENIOR FIXED INCOME PORTFOLIO MANAGER WITH CRITERION INVESTMENT MANAGEMENT COMPANY AND SMITH GRAHAM AND CO. PAUL M. COLONNA IS A SENIOR VICE PRESIDENT OF GE ASSET MANAGEMENT. HE HAS SERVED ON THE FUND'S PORTFOLIO MANAGEMENT TEAM SINCE JOINING GE ASSET MANAGEMENT IN 2000. PRIOR TO JOINING GE ASSET MANAGEMENT, MR. COLONNA WAS A SENIOR PORTFOLIO MANAGER WITH THE FEDERAL HOME LOAN MORTGAGE CORPORATION, OVERSEEING THE MORTGAGE INVESTMENT GROUP. [PHOTO OMITTED] PICTURED BY ROW FROM LEFT TO RIGHT: ROBERT MACDOUGALL, WILLIAM HEALEY, MARK DELANEY AND PAUL M. COLONNA. *AS OF JANUARY 29, 2005, PAUL M. COLONNA ASSUMED RESPONSIBILITY AS LEAD PORTFOLIO MANAGER FOR THE FUND. 8 Q&A Q. HOW DID THE GE S&S INCOME FUND PERFORM RELATIVE TO ITS BENCHMARK AND LIPPER PEER GROUP FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2004? A. For the twelve-month period ended December 31, 2004, the GE S&S Income Fund posted a total return of 4.12%, compared to a total return of 4.34% for the Lehman Brothers Aggregate Bond Index, the Fund's benchmark. The average return for the Fund's Lipper peer group of 461 Intermediate Investment Grade Debt funds for the same period was 3.84%. Q. DESCRIBE WHAT HAPPENED IN THE FIXED INCOME MARKETS DURING THE TWELVE-MONTH PERIOD ENDING DECEMBER 31, 2004. A. Twelve months after lowering the federal funds target to a 45-year low of 1%, the Federal Open Market Committee began it's self-described "measured pace" of removing accommodative policy in June 2004. By year-end, the Fed had hiked its fed funds target 25 basis points in each of its five meetings from June through December to 2.25%. The Fed's action helped to flatten the yield curve by pushing short to intermediate treasury rates up dramatically. The 2-year Treasury note yield finished the year at 3.07%, up 125 basis points, while the 5-year note ended 2004 yielding 3.61%, up 36 basis points. Longer rates, however, moved in the opposite direction reflecting moderate inflation expectations and generally disappointing employment growth. Ten and 30-year Treasury yields fell 3 and 25 basis points, respectively to finish at 4.22% and 4.83%. While strong foreign investor demand supported Treasury bond prices, a declining US dollar tended to have a negative impact. Within the broader fixed income asset classes, corporate securities performed best led by utility and sovereign issuers. Performance by credit quality mirrored 2003 with lower rated issuers outperforming in general. Securitized assets also performed well versus duration-matched treasuries behind solid fundamentals and low volatility. Q. WHAT WERE THE PRIMARY DRIVERS OF FUND PERFORMANCE? A. Fund performance was negatively impacted by duration positioning in the third quarter. Underperformance of select mortgage-backed securities in the fourth quarter also detracted from the Fund's total return. Strong relative performance in BBB-rated securities and a tactical currency trade out of U.S. dollars into Yen and Euros contributed positively to the Fund's performance. Q. DID THE FUND'S SECURITY/SECTOR WEIGHTINGS CHANGE DURING THE LAST QUARTER? A. The Fund's duration was shortened to below that of the benchmark during the fourth quarter. The exposure in corporate securities was increased to a near benchmark weighting. Within the corporate sector, lower rated security positions were reduced and replaced with higher quality issues. The position in residential mortgage-backed securities moved from underweight to overweight relative to the benchmark. The weighting in commercial mortgage-backed securities was also increased. The increase to these sector weightings was offset by a reduction in the weighting of U.S. Treasury securities. 9 GE S&S Income Fund Understanding Your Fund's Expenses As a shareholder of the Fund you incur transaction and ongoing expenses. Transaction expenses including sales charges on purchase payments, reinvested dividends (or other distributions), and redemption fees directly reduce the investment return of the Fund. Ongoing costs include portfolio management fees, distribution and service fees, professional fees, administrative fees and other Fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. To illustrate these ongoing costs, we have provided an example and calculated the expenses paid by investors in each share class of the Fund during the period. The information in the following table is based on an investment of $1,000, which is invested at the beginning of the period and held for the entire six-month period ended December 31, 2004. ACTUAL EXPENSES The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your class under the heading "Expenses Paid During Period." HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholders reports of other funds. Please note that the expenses shown in the table do not reflect any transaction costs, such as sales charges or redemption fees. JULY 1, 2004 - DECEMBER 31, 2004
- ------------------------------------------------------------------------------------------------------------------------------------ ACCOUNT VALUE AT ACCOUNT VALUE EXPENSES THE BEGINNING OF AT THE END OF PAID DURING THE PERIOD ($) THE PERIOD ($) THE PERIOD ($)* - ------------------------------------------------------------------------------------------------------------------------------------ Actual Fund Return** 1,000.00 1,038.35 0.67 - ------------------------------------------------------------------------------------------------------------------------------------ Hypothetical 5% Return (2.5% for the period) 1,000.00 1,024.19 0.66 - ------------------------------------------------------------------------------------------------------------------------------------
*EXPENSES ARE EQUAL TO THE FUND'S ANNUALIZED EXPENSE RATIO OF 0.13%, (FROM PERIOD JULY 1, 2004 - DECEMBER 31, 2004), MULTIPLIED BY THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY 184/366 (TO REFLECT THE SIX-MONTH PERIOD). **ACTUAL FUND RETURN FOR SIX-MONTH PERIOD ENDED DECEMBER 31, 2004 WAS 3.84%. 10 GE S&S Income Fund CHANGE IN VALUE OF A $10,000 INVESTMENT [Line chart omitted--plot points are as follows:] GE S&S Income Fund LB Aggregate 12/94 10,000 10,000 12/95 11,833 11,847 12/96 12,334 12,278 12/97 13,510 13,463 12/98 14,657 14,632 12/99 14,522 14,512 12/00 16,132 16,199 12/01 17,465 17,567 12/02 19,285 19,368 12/03 20,112 20,163 12/04 20,940 21,038 AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED DECEMBER 31, 2004 - -------------------------------------------------------------------------------- ONE FIVE TEN YEAR YEAR YEAR - -------------------------------------------------------------------------------- GE S&S Income Fund 4.12% 7.60% 7.67% LB Aggregate 4.34% 7.71% 7.72% INVESTMENT PROFILE A fund designed for investors who seek a high interest rate of return over a long-term period consistent with the preservation of capital by investing at least 80% of its net assets in debt securities under normal market conditions. The Fund invests primarily in a variety of investment-grade debt securities, such as U.S. Government securities, mortgage-backed securities, corporate bonds and money market instruments. *LIPPER PERFORMANCE COMPARISON BASED ON AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 12/31/04 INTERMEDIATE INVESTMENT GRADE DEBT PEER GROUP ONE FIVE TEN YEAR YEAR YEAR Fund's rank in peer group: ............... 184 56 22 Number of Funds in peer group: ........... 461 267 132 Peer group average annual total return: .. 3.84% 6.85% 6.89% Lipper categories in peer group: ......... INTERMEDIATE INVESTMENT GRADE DEBT *SEE NOTES TO PERFORMANCE FOR EXPLANATION OF PEER CATEGORIES. QUALITY RATINGS AS OF DECEMBER 31, 2004 AS A % OF MARKET VALUE - -------------------------------------------------------------------------------- MOODY'S/S&P/ PERCENTAGE OF FITCH RATING+ MARKET VALUE - -------------------------------------------------------------------------------- Aaa / AAA 79.87% - -------------------------------------------------------------------------------- Aa / AA 3.30% - -------------------------------------------------------------------------------- A / A 5.81% - -------------------------------------------------------------------------------- Baa / BBB 10.54% - -------------------------------------------------------------------------------- Ba / BB and lower 0.47% - -------------------------------------------------------------------------------- NR / Other 0.01% - -------------------------------------------------------------------------------- + MOODY'S INVESTORS SERVICES, INC., STANDARD & POOR'S AND FITCH ARE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS. SEE NOTES TO PERFORMANCE ON PAGE 24 FOR FURTHER INFORMATION, INCLUDING AN EXPLANATION OF LIPPER PEER CATEGORIES. PAST PERFORMANCE DOES NOT PREDICT FUTURE PERFORMANCE AND THE GRAPH AND TABLE DO NOT REFLECT THE DEDUCTION OF TAXES. 11 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 GE S&S INCOME FUND PORTFOLIO COMPOSITION AS A % OF THE MARKET VALUE OF $3,405,898 AS OF DECEMBER 31, 2004. [Pie chart omitted--plot points are as follows:] Asset-Backed 46.8% Corporate Notes 17.9% Short-Term & Others 16.0% U.S.Treasuries 12.9% Federal Agencies 6.4% PRINCIPAL AMOUNT VALUE BONDS AND NOTES -- 110.9%+ - -------------------------------------------------------------------------------- U.S. TREASURIES -- 16.9% U.S. Treasury Bonds 5.38% 02/15/31 .......... $43,800 $ 47,352(j) 7.13% 02/15/23 .......... 21,760 27,776(h) 7.25% 05/15/16 .......... 6,945 8,695(h) 8.13% 08/15/19 - 08/15/21 58,225 79,881(h) U.S. Treasury Inflation Indexed Bonds 2.00% 01/15/14 .......... 14,426 14,934(n) 2.38% 01/15/25 .......... 6,248 6,674(n) 3.88% 04/15/29 .......... 4,412 6,048(n) 4.69% 04/15/10 .......... 17,516 17,343(d,n) U.S. Treasury Notes 2.88% 11/30/06 .......... 33,565 33,463(j) 3.13% 05/15/07 .......... 71,320 71,285(j) 3.38% 09/15/09 .......... 33,210 32,906(j) 3.50% 12/15/09 .......... 10,000 9,952 4.00% 02/15/14 .......... 630 621(j) PRINCIPAL AMOUNT VALUE 4.25% 11/15/13 - 11/15/14 $53,040 $ 53,172(h,j) 5.00% 08/15/11 .......... 27,050 28,797 TOTAL U.S. TREASURIES (COST $431,096) ........... 438,899 FEDERAL AGENCIES -- 8.3% Federal Home Loan Bank 2.38% 02/15/06 .......... 49,860 49,471(h) 2.63% 10/16/06 .......... 25,000 24,743(j) 3.75% 08/18/09 .......... 11,000 10,978(j) Federal Home Loan Mortgage Corp. 3.00% 09/29/06 .......... 25,600 25,418(h) 3.63% 09/15/08 .......... 33,170 33,133(j) 4.50% 01/15/14 .......... 17,580 17,566(h) 4.63% 07/18/07 .......... 14,975 15,125(h) 4.75% 12/08/10 .......... 18,805 18,917(h) 6.75% 03/15/31 .......... 11,905 14,464(h) Federal National Mortgage Assoc. 6.00% 01/18/12 .......... 7,230 7,240(h) TOTAL FEDERAL AGENCIES (COST $215,158) ........... 217,055 AGENCY MORTGAGE BACKED -- 31.4% Federal Home Loan Mortgage Corp. 5.00% 04/01/13 .......... 5,312 5,404 6.00% 04/01/17 - 05/01/34 12,295 12,725 6.50% 01/01/27 - 11/01/34 11,784 12,345 7.00% 10/01/16 - 08/01/34 4,010 4,249 7.50% 11/01/09 - 09/01/33 4,330 4,571 8.00% 08/01/30 - 11/01/30 35 37 8.50% 04/01/30 - 05/01/30 76 82 9.00% 05/01/16 - 11/01/16 498 553 Federal National Mortgage Assoc. 4.50% 07/01/33 .......... 4,243 4,110 5.50% 01/01/14 - 08/01/33 14,551 15,007 6.00% 02/01/14 - 11/01/34 41,614 43,062 6.50% 01/01/14 - 01/01/35 66,973 70,285 7.00% 08/01/13 - 10/01/34 24,093 25,515 7.50% 12/01/09 - 03/01/34 12,181 13,019 8.00% 12/01/11 - 11/01/33 6,499 6,974 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 12 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE 8.50% 04/01/30 - 05/01/31 $ 590 $ 641 9.00% 02/01/09 - 12/01/22 6,490 7,060 5.00% TBA ............... 417,615 417,458(c) 5.50% TBA ............... 51,290 52,059(c) 6.00% TBA ............... 75,550 78,100(c) Government National Mortgage Assoc. 3.38% 05/20/21 - 04/20/24 67 67(i) 3.75% 08/20/23 - 09/20/24 48 48(i) 4.50% 08/15/33 - 09/15/34 8,218 8,030 4.63% 11/20/21 - 10/20/25 32 32(i) 6.00% 04/15/33 - 04/15/34 6,475 6,712 6.50% 04/15/19 - 08/15/34 12,473 13,147 7.00% 03/15/12 - 06/15/34 6,673 7,082 7.50% 11/15/22 - 10/15/33 2,467 2,653 8.00% 10/15/29 - 06/15/30 48 52 8.50% 10/15/17 .......... 1,576 1,724 9.00% 11/15/16 - 12/15/21 3,693 4,116 TOTAL AGENCY MORTGAGE BACKED (COST $813,579) ........... 816,919 AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS -- 6.4% Collateralized Mortgage Obligation Trust (Class B) 4.17% 11/01/18 .......... 755 656(d,f) Federal Home Loan Mortgage Corp. 4.25% 10/15/18 .......... 11,303 1,058(g,i) 4.50% 04/15/13 - 03/15/18 20,292 2,327(g) 4.50% 11/15/19 .......... 3,325 3,167 4.75% 12/15/30 .......... 25,337 2,201(g,i) 5.00% 01/15/11 - 12/01/34 82,877 11,798(g) 5.00% 02/15/34 - 11/15/34 18,175 17,422 5.50% 04/15/17 - 06/15/33 14,947 2,841(g) 5.68% 05/25/43 .......... 7,734 761(g,i) 5.85% 10/15/33 .......... 3,215 2,491(i) 6.25% 01/15/23 .......... 175 175 7.22% 12/15/33 .......... 1,970 1,655(i) 7.50% 01/15/16 .......... 1,273 1,350 7.50% 07/15/27 .......... 159 24(g) 8.00% 04/15/20 .......... 521 525 PRINCIPAL AMOUNT VALUE 10.45% 06/15/33 .......... $10,055 $ 10,199(i) 16.18% 09/25/43 .......... 46,416 457(d,g,i) Federal Home Loan Mortgage Corp. STRIPS 8.00% 02/01/23 - 07/01/24 460 90(g) Federal Home Loan Mortgage STRIPS 5.00% 08/01/27 .......... 110 95(d,f) Federal National Mortgage Assoc. 1.17% 12/25/42 .......... 9,340 296(g,i) 2.22% 06/25/43 .......... 44,315 2,340(g,i) 4.00% 08/25/17 - 02/25/28 33,889 33,470 4.50% 12/25/19 .......... 2,375 2,243 4.58% 10/25/29 .......... 8,885 797(g,i) 4.68% 12/25/30 .......... 12,205 1,053(g,i) 4.75% 11/25/14 .......... 2,430 221(g) 5.00% 02/25/11 - 02/25/32 12,397 1,091(g) 5.08% 05/25/18 .......... 3,524 371(g,i) 5.18% 09/25/42 .......... 63,788 5,802(g,i) 5.23% 04/25/17 - 10/25/17 20,143 1,998(g,i) 5.28% 08/25/16 .......... 6,920 595(g,i) 5.50% 01/25/27 .......... 5,895 731(g) 5.68% 06/25/42 .......... 10,090 996(g,i) 6.00% 12/25/34 .......... 3,250 3,462 7.50% 07/25/41 .......... 1,004 1,074 8.00% 07/25/14 .......... 4,396 4,612 9.37% 09/25/31 .......... 5,545 5,468(i) 10.42% 05/25/17 - 12/25/17 9,591 10,065(i) 13.40% 03/25/17 .......... 808 896(i) 14.77% 04/25/32 .......... 1,787 1,972(i) Federal National Mortgage Assoc. (Class S) 4.68% 02/25/31 .......... 8,806 806(g,i) Federal National Mortgage Assoc. REMIC 2.00% 06/25/43 .......... 64,897 3,387(g,i) 4.50% 11/15/13 - 11/25/13 14,841 878(g) 5.00% 10/25/22 .......... 3,854 621(g) 11.29% 03/25/31 .......... 8,981 9,497(i) Federal National Mortgage Assoc. REMIC (Class B) 5.71% 12/25/22 .......... 511 413(d,f) - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 13 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE Federal National Mortgage Assoc. REMIC (Class J) 1080.91% 03/25/22 .......... $ 1 $ 10(g) Federal National Mortgage Assoc. REMIC (Class K) 1008.00% 05/25/22 .......... 1 22(g) Federal National Mortgage Assoc. STRIPS 7.50% 11/01/23 - 01/01/24 4,322 844(g) 8.00% 08/01/23 - 07/01/24 978 193(g) 8.50% 03/01/17 - 07/25/22 1,665 303(g) 9.00% 05/25/22 .......... 510 109(g) Government National Mortgage Assoc. 5.00% 02/16/34 .......... 3,345 3,192 14.74% 03/17/31 .......... 1,000 1,129(i) Vendee Mortgage Trust 9.79% 05/15/33 .......... 27,208 961(d,g,i) Washington Mutual 2.74% 10/25/07 .......... 4,000 4,000 TOTAL AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (COST $187,748) ........... 165,210 ASSET BACKED -- 12.7% Accredited Mortgage Loan Trust (Class A) 2.72% 07/25/34 .......... 3,135 3,135(i) American Express Credit Account Master Trust (Class A) 1.69% 01/15/09 .......... 2,300 2,250 2.44% 02/15/08 .......... 7,000 7,002(i,m) 2.52% 12/15/08 .......... 4,250 4,257(i) 2.54% 04/15/08 .......... 5,600 5,606(i,m) AmeriCredit Automobile Receivables Trust 2.57% 12/12/07 .......... 3,008 3,010(i,m) Bank One Issuance Trust 3.59% 05/17/10 .......... 1,080 1,081 3.76% 08/15/08 .......... 4,500 4,517 PRINCIPAL AMOUNT VALUE Bear Stearns Asset Backed Securities Inc. (Class A) 2.79% 01/25/34 ..........$ 2,318 $ 2,319(i) BMW Vehicle Owner Trust (Class B) 2.93% 03/25/09 .......... 2,500 2,480 Capital Auto Receivables Asset Trust (Class A) 2.49% 04/17/06 .......... 852 853(i) Capital Auto Receivables Asset Trust (Class B) 3.92% 11/16/09 .......... 3,700 3,698 Capital One Auto Finance Trust (Class A) 2.50% 03/15/11 .......... 4,000 4,000(i) Capital One Master Trust (Class C) 6.70% 06/15/11 .......... 2,344 2,533(b) Capital One Prime Auto Receivables Trust (Class A) 2.48% 09/17/07 .......... 4,200 4,202(i) CDC Mortgage Capital Trust (Class A) 2.75% 08/25/33 .......... 456 457(i,m) 2.91% 03/25/33 .......... 607 609(i,m) Centex Home Equity 2.67% 06/25/34 .......... 1,654 1,652(i) Centex Home Equity Co. LLC 2.59% 01/25/25 .......... 1,872 1,872(i) Chase Credit Card Master Trust (Class A) 2.51% 07/15/10 .......... 7,000 7,018(i) Chase Funding Mortgage Loan Asset-Backed Certificates 2.55% 01/25/25 .......... 2,659 2,660(i,m) 5.75% 05/25/32 .......... 429 423 Citibank Credit Card Issuance Trust 2.53% 09/17/07 - 12/17/07 13,500 13,502(i) 2.55% 01/20/09 .......... 4,701 4,619 2.58% 03/20/09 .......... 12,000 12,016(i,m) 2.74% 03/07/08 .......... 7,661 7,674(i) 4.45% 04/07/10 .......... 3,078 3,113 6.65% 05/15/08 .......... 1,000 1,041 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 14 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE Citifinancial Mortgage Securities Inc. 2.62% 04/25/34 .......... $ 3,201 $ 3,193(i) CNH Equipment Trust 2.47% 10/15/08 .......... 3,000 3,001(i) 2.48% 07/15/08 .......... 3,000 3,000(b,i) CNH Equipment Trust (Class A) 2.57% 12/15/10 .......... 2,000 2,000(b,i) Countrywide Asset-Backed Certificates 2.52% 11/25/23 .......... 1,901 1,902(i) 2.66% 07/25/31 .......... 1,058 1,059(i,m) 2.68% 05/25/32 .......... 175 176(i) 2.72% 06/25/33 .......... 1,570 1,570(i,m) 2.85% 05/25/33 .......... 246 247(i,m) Countrywide Asset-Backed Certificates (Class A) 2.69% 10/25/33 .......... 2,000 2,003(d,i) 2.70% 08/25/32 .......... 610 610(i) 2.75% 04/25/32 .......... 458 458(i) 2.79% 08/25/34 .......... 1,620 1,619(i) 2.82% 03/25/33 .......... 2,657 2,661(i,m) Daimler Chrysler Auto Trust (Class B) 2.85% 08/08/10 .......... 957 937 Discover Card Master Trust I (Class A) 2.55% 09/15/08 .......... 2,000 2,004(i) 2.58% 09/18/07 - 11/15/07 22,385 22,397(i) Federal National Mortgage Assoc. 3.95% 12/26/31 .......... 4,000 4,019 First Franklin Mtg Loan Asset Backed Certificates 2.70% 01/25/35 .......... 3,000 3,000(i) 2.72% 01/25/35 .......... 3,000 3,000(i) First Franklin Mtg Loan Asset Backed Certificates (Class A) 2.71% 06/25/34 .......... 1,131 1,131(i) First Horizon Asset Back Trust (Class A) 2.64% 02/25/34 .......... 8,305 8,303(i,m) First USA Credit Card Master Trust (Class A) 2.55% 11/19/08 .......... 12,700 12,722(i) PRINCIPAL AMOUNT VALUE Fleet Credit Card Master Trust II (Class A) 2.54% 04/15/10 .......... $8,000 $ 8,022(i) 5.60% 12/15/08 .......... 750 774 Fleet Home Equity Loan Trust (Class A) 2.66% 01/20/33 .......... 4,769 4,767(i) Ford Credit Auto Owner Trust (Class B) 4.79% 11/15/06 .......... 2,000 2,016 Ford Credit Floorplan Master Owner Trust (Class A) 2.44% 07/15/09 .......... 25,000 25,019(i,m) GMAC Mortgage Corp. Loan Trust (Class A) 2.52% 06/25/34 .......... 5,500 5,490(i) GSAA Trust 2.82% 05/25/34 .......... 2,546 2,550(i) Hertz Vehicle Financing LLC 2.51% 05/25/08 .......... 11,000 11,004(b,i,m) Household Automotive Trust (Class A) 2.60% 06/18/07 .......... 1,615 1,616(i,m) 2.71% 07/17/09 .......... 8,500 8,526(i) Long Beach Mortgage Loan Trust 2.69% 11/25/34 .......... 9,749 9,750(i,m) 2.74% 05/25/32 .......... 96 96(i,m) 2.88% 11/26/32 .......... 2,353 2,360(i) MBNA Credit Card Master Note Trust (Class C) 4.05% 01/15/08 .......... 1,904 1,915 Merrill Lynch Home Equity Loan 2.60% 09/25/27 .......... 345 345(i) Mid-State Trust 7.54% 07/01/35 .......... 1,286 1,393 National City Credit Card Master Trust (Class A) 2.55% 08/15/07 .......... 5,000 5,005(i,m) Option One Mortgage Loan Trust (Class A) 2.84% 02/25/33 .......... 1,977 1,982(i,m) Peco Energy Transition Trust 6.52% 12/31/10 .......... 2,219 2,475 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 15 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE Residential Asset Mortgage Products Inc. 2.66% 03/25/34 .......... $ 2,685 $ 2,686(i) 2.69% 12/25/33 .......... 10,000 10,000(i,m) Residential Asset Mortgage Products Inc. (Class A) 2.70% 06/25/32 .......... 914 915(i) Residential Asset Securities Corp. 2.67% 07/25/32 .......... 3,351 3,345(i) Residential Asset Securities Corp. (Class A) 2.71% 06/25/33 .......... 8,141 8,153(i,m) 4.16% 07/25/30 .......... 2,093 2,102(i) Residential Funding Mortgage Securities II (Class A) 2.63% 02/25/34 .......... 1,046 1,043(i,m) Saxon Asset Securities Trust 2.71% 08/25/35 .......... 2,187 2,187(i,m) Saxon Asset Securities Trust (Class A) 2.82% 12/25/32 .......... 1,884 1,887(i) Sears Credit Account Master Trust (Class A) 2.53% 08/18/09 .......... 4,000 4,003(i) 2.78% 11/17/09 .......... 3,000 3,002(i,m) SLM Student Loan Trust (Class A) 2.54% 06/15/18 .......... 1,978 1,979(i) Wachovia Asset Securitization Inc. (Class A) 2.64% 06/25/34 .......... 4,434 4,434(i,m) Wells Fargo Home Equity Trust 3.97% 09/25/24 .......... 1,332 1,326(i) TOTAL ASSET BACKED (COST $330,980) ........... 330,778 CORPORATE NOTES -- 23.5% Abbey National PLC. 7.95% 10/26/29 .......... 3,205 4,123 AIG SunAmerica Global Financing IX 5.10% 01/17/07 .......... 3,200 3,300(b) Alberta Energy Co. Ltd. 7.38% 11/01/31 .......... 1,005 1,210 PRINCIPAL AMOUNT VALUE Allstate Financial Global Funding 5.25% 02/01/07 .......... $4,385 $ 4,527(b) Amerada Hess Corp. 7.30% 08/15/31 .......... 2,570 2,867 America Movil S.A. de C.V. 5.75% 01/15/15 .......... 2,565 2,562(b) American Electric Power Co. Inc. (Series D) 5.25% 06/01/15 .......... 2,155 2,160 American Greetings 6.10% 08/01/28 .......... 1,080 1,153 American Standard Inc. 7.38% 04/15/05 .......... 3,160 3,198 7.63% 02/15/10 .......... 2,175 2,487 Appalachian Power Co. (Series C) 2.89% 06/29/07 .......... 2,255 2,257(i) Appalachian Power Co. (Series E) 4.80% 06/15/05 .......... 2,675 2,698 Appalachian Power Co. (Series G) 3.60% 05/15/08 .......... 1,630 1,611 Assurant Inc. 6.75% 02/15/34 .......... 2,135 2,315 AT&T Wireless Services Inc. 7.35% 03/01/06 .......... 2,215 2,318 8.75% 03/01/31 .......... 3,600 4,853 AutoZone Inc. 4.75% 11/15/10 .......... 2,140 2,088 Banco Santander Chile 5.38% 12/09/14 .......... 3,465 3,523(b) Bank of America Corp. 2.45% 02/17/09 .......... 695 696(i) 3.88% 01/15/08 .......... 331 333 7.40% 01/15/11 .......... 1,045 1,212 BB&T Corp. 4.75% 10/01/12 .......... 1,365 1,370 6.38% 06/30/05 .......... 2,745 2,793(i) BBVA Bancomer Capital Trust I 10.50% 02/16/11 .......... 3,735 4,015(b) BellSouth Corp. 6.00% 11/15/34 .......... 3,175 3,217 Belo Corp. 8.00% 11/01/08 .......... 2,175 2,450 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 16 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE Brandywine Operating Partnership Lp 4.50% 11/01/09 .......... $8,225 $ 8,169 British Telecommunications PLC. 8.38% 12/15/10 .......... 1,940 2,324 Burlington Northern Santa Fe Corp. 8.13% 04/15/20 .......... 3,380 4,399 Campbell Soup Co. 5.50% 03/15/07 .......... 2,725 2,837 Carolina Power & Light Co. 6.13% 09/15/33 .......... 2,275 2,423 Cendant Corp. 6.25% 01/15/08 .......... 4,090 4,362 Charter One Bank Fsb 6.38% 05/15/12 .......... 1,905 2,096 Citigroup Inc. 5.85% 12/11/34 .......... 4,685 4,819 City National Corp. 5.13% 02/15/13 .......... 2,325 2,348 CNF Inc. 6.70% 05/01/34 .......... 2,535 2,714 Comcast Cable Communications 6.38% 01/30/06 .......... 3,145 3,248 ConAgra Foods Inc. 6.00% 09/15/06 .......... 3,250 3,385 Consolidated Edison Co. of New York 5.63% 07/01/12 .......... 4,075 4,351 Consolidated Natural Gas Co. 5.38% 11/01/06 .......... 4,315 4,443 Consumers Energy Co. (Series L) 5.00% 02/15/12 .......... 2,820 2,870(b) Countrywide Home Loans Inc. 5.63% 05/15/07 .......... 2,035 2,123 COX Communications Inc. 5.45% 12/15/14 .......... 3,235 3,235(b) CSX Corp. 5.50% 08/01/13 .......... 95 99 CSX Transportation Inc. 9.75% 06/15/20 .......... 1,365 1,905 DaimlerChrysler NA Holding Corp. 2.96% 05/24/06 .......... 2,200 2,211(i) 7.25% 01/18/06 .......... 2,545 2,648 PRINCIPAL AMOUNT VALUE Delhaize America Inc. 7.38% 04/15/06 .......... $5,065 $ 5,318 Deutsche Telekom International Finance BV 5.25% 07/22/13 .......... 3,205 3,294 Dominion Resources Inc. (Series B) 4.13% 02/15/08 .......... 3,330 3,346 Dominion Resources Inc. (Series G) 3.66% 11/15/06 .......... 5,325 5,334 Duke Capital LLC 4.30% 05/18/06 .......... 2,180 2,206 4.33% 11/16/06 .......... 3,645 3,691 6.25% 02/15/13 .......... 2,270 2,454 Duke Energy Corp. 4.50% 04/01/10 .......... 1,785 1,806 Enterprise Products Operating LP 4.00% 10/15/07 .......... 4,265 4,255(b) EOP Operating LP (REIT) 7.75% 11/15/07 .......... 2,605 2,875 European Investment Bank 4.63% 03/01/07 .......... 140 144 FirstEnergy Corp. (Series B) 6.45% 11/15/11 .......... 3,215 3,493 Ford Motor Credit Co. 5.63% 10/01/08 .......... 2,165 2,208(j) 5.80% 01/12/09 .......... 2,980 3,038 7.38% 02/01/11 .......... 3,615 3,894 FPL Group Capital Inc. (Series A) 4.09% 02/16/07 .......... 2,970 3,002 General Mills Inc. 3.88% 11/30/07 .......... 2,035 2,040 5.13% 02/15/07 .......... 2,550 2,630 General Motors Acceptance Corp. 3.19% 05/18/06 .......... 8,180 8,132(i) 6.13% 09/15/06 .......... 3,095 3,173 6.75% 01/15/06 .......... 3,540 3,632 6.88% 09/15/11 .......... 1,065 1,088 7.25% 03/02/11 .......... 540 564 General Motors Corp. 7.20% 01/15/11 .......... 2,140 2,193 8.38% 07/15/33 .......... 2,135 2,196(j) Georgia Power Co. 4.88% 07/15/07 .......... 3,565 3,668 - ---------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 17 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE Glencore Funding LLC 6.00% 04/15/14 .......... $1,050 $ 1,016(b) Goldman Sachs Group Inc. 5.25% 10/15/13 .......... 4,275 4,375 6.60% 01/15/12 .......... 2,210 2,465 Goodrich Corp. 7.10% 11/15/27 .......... 2,380 2,609 Grupo Televisa S.A. 8.00% 09/13/11 .......... 2,120 2,459 GTECH Holdings Corp. 4.50% 12/01/09 .......... 2,175 2,175(b) HBOS Capital Funding LP 6.07% 06/30/49 .......... 3,730 3,998(b,i) HBOS PLC. 3.13% 01/12/07 .......... 4,385 4,353(b) HCA Inc. 5.50% 12/01/09 .......... 1,500 1,500 Hertz Corp. 3.40% 08/05/08 .......... 1,335 1,342(i) 6.35% 06/15/10 .......... 2,205 2,271 Household Finance Corp. 3.38% 02/21/06 .......... 1,670 1,673 6.38% 11/27/12 .......... 2,140 2,361 6.50% 01/24/06 - 11/15/08 4,195 4,505 HSBC Bank USA NA 3.88% 09/15/09 .......... 4,280 4,241 HSBC Capital Funding LP 4.61% 12/29/49 .......... 5,370 5,184(b,i) HSBC Capital Funding LP (Series 1) 9.55% 12/31/49 .......... 3,380 4,211(b,i) HSBC Finance Corp. 6.75% 05/15/11 .......... 5,395 6,055 Hudson United Bank 7.00% 05/15/12 .......... 4,375 4,900 Huntington National Bank 2.75% 10/16/06 .......... 2,785 2,752 Hydro Quebec 8.25% 04/15/26 .......... 2,475 3,414 International Lease Finance Corp. 3.37% 07/15/05 .......... 4,100 4,128(i,m) iStar Financial Inc. 6.00% 12/15/10 .......... 3,400 3,588 iStar Financial Inc. (REIT) 3.72% 03/12/07 .......... 3,250 3,302(i) PRINCIPAL AMOUNT VALUE Jersey Central Power & Light 5.63% 05/01/16 .......... $1,705 $ 1,779 John Hancock Funds 6.50% 03/01/11 .......... 2,660 2,946(b) Kellogg Co. (Series B) 6.60% 04/01/11 .......... 3,470 3,883 Kerr-McGee Corp. 5.88% 09/15/06 .......... 2,260 2,345 6.95% 07/01/24 .......... 2,225 2,457 Keycorp 4.63% 05/16/05 .......... 4,990 5,024 KFW International Finance 4.75% 01/24/07 .......... 1,620 1,666 Kinder Morgan Energy Partners LP 5.13% 11/15/14 .......... 2,540 2,537 Kinder Morgan Inc. 6.50% 09/01/12 .......... 2,795 3,059 Kraft Foods Inc. 4.13% 11/12/09 .......... 5,105 5,075 Lockheed Martin Corp. 8.50% 12/01/29 .......... 4,595 6,276 Marsh & McLennan Cos. Inc. 2.19% 07/13/07 .......... 3,000 2,931(i,m) 5.38% 07/15/14 .......... 4,270 4,163 Masco Corp. 6.75% 03/15/06 .......... 3,040 3,164 Merck & Co. Inc. 5.25% 07/01/06 .......... 2,155 2,214 Metropolitan Life Global Funding I 4.75% 06/20/07 .......... 2,160 2,216(b) Midamerican Energy Holdings Co. 3.50% 05/15/08 .......... 3,160 3,093 Monumental Global Funding III (Series A) 5.20% 01/30/07 .......... 3,165 3,264(b) Morgan Stanley 4.00% 01/15/10 .......... 3,180 3,144 4.25% 05/15/10 .......... 670 669 Motorola Inc. 4.61% 11/16/07 .......... 3,340 3,406 National Rural Utilities Cooperative Finance Corp. 6.00% 05/15/06 .......... 1,635 1,694 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 18 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE Nationwide Mutual Insurance Co. 7.88% 04/01/33 .......... $1,075$ 1,281(b) NB Capital Trust IV 8.25% 04/15/27 .......... 4,160 4,633 News America Inc. 6.20% 12/15/34 .......... 2,580 2,615(b) Noble Energy Inc. 8.00% 04/01/27 .......... 2,970 3,735 Nordic Investment Bank 2.75% 01/11/06 .......... 1,000 999 Norfolk Southern Corp. 6.00% 04/30/08 .......... 475 509 7.05% 05/01/37 .......... 3,925 4,608 Norfolk Southern Railway Co. 9.75% 06/15/20 .......... 1,885 2,660 Northeast Utilities (Series B) 3.30% 06/01/08 .......... 2,105 2,057 Northrop Grumman Corp. 4.08% 11/16/06 .......... 5,245 5,298 Ocean Energy Inc. 4.38% 10/01/07 .......... 1,410 1,423 Ohio Power Co. (Series E) 6.60% 02/15/33 .......... 1,120 1,256 Pacific Gas & Electric Co. 2.72% 04/03/06 .......... 947 948(i) Pemex Finance Ltd. 9.03% 02/15/11 .......... 5,490 6,311 9.69% 08/15/09 .......... 6,284 7,058 Pemex Project Funding Master Trust 7.38% 12/15/14 .......... 2,020 2,238 8.63% 02/01/22 .......... 2,120 2,459 Pepco Holdings Inc. 5.50% 08/15/07 .......... 3,385 3,512 Petrobras International Finance Co. 9.75% 07/06/11 .......... 1,500 1,811 Petro-Canada 5.35% 07/15/33 .......... 1,795 1,672 Petroleos Mexicanos 9.50% 09/15/27 .......... 4,830 6,038 Pioneer Natural Resources Co. 6.50% 01/15/08 .......... 3,805 4,074 PRINCIPAL AMOUNT VALUE Potomac Edison Co. 5.35% 11/15/14 .......... $1,520 $ 1,532(b) Principal Life Global Funding I 5.25% 01/15/13 .......... 2,790 2,851(b) Procter & Gamble - ESOP (Series A) 9.36% 01/01/21 .......... 4,260 5,672 Prudential Financial Inc. 4.10% 11/15/06 .......... 5,325 5,383(k) PSI Energy Inc. 6.65% 06/15/06 .......... 2,235 2,328 Public Service Co. of New Mexico 4.40% 09/15/08 .......... 3,315 3,329 Puget Energy Inc. 3.36% 06/01/08 .......... 2,120 2,082 Quest Diagnostics 6.75% 07/12/06 .......... 2,205 2,306 Rabobank Capital Funding Trust 5.25% 12/29/49 .......... 2,130 2,118(b,i) Raytheon Co. 4.85% 01/15/11 .......... 2,130 2,182 6.40% 12/15/18 .......... 2,225 2,453 RBS Capital Trust I 5.51% 09/29/49 .......... 3,175 3,248(i) Reckson Operating Partnership LP 5.88% 08/15/14 .......... 2,280 2,365 Royal Bank of Scotland Group PLC. 7.65% 08/31/49 .......... 1,915 2,331(i) Royal Bank of Scotland Group PLC. ADR 9.12% 03/31/49 .......... 2,600 3,167 Safeco Corp. 4.20% 02/01/08 .......... 1,115 1,127 SBC Communications Inc. 5.10% 09/15/14 .......... 2,755 2,781 Shurgard Storage Centers Inc. (REIT) 5.88% 03/15/13 .......... 1,445 1,493 Simon Property Group LP (REIT) 4.88% 08/15/10 .......... 3,870 3,945(b) SLM Corp. 4.00% 01/15/09 .......... 2,135 2,135 Southern California Edison Co. 8.00% 02/15/07 .......... 2,295 2,499 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 19 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE Southwest Airlines Co. 5.25% 10/01/14 .......... $1,070 $ 1,075 Sprint Capital Corp. 4.78% 08/17/06 .......... 5,180 5,279(k) 6.13% 11/15/08 .......... 2,715 2,912 6.90% 05/01/19 .......... 1,950 2,177 7.63% 01/30/11 .......... 2,175 2,526 8.38% 03/15/12 .......... 3,155 3,846 8.75% 03/15/32 .......... 2,690 3,579 State of Illinois 4.95% 06/01/23 .......... 3,145 3,063 Telecom Italia Capital S.A. (Series B) 5.25% 11/15/13 .......... 3,205 3,241 Telefonos de Mexico S.A. de C.V. 4.50% 11/19/08 .......... 2,170 2,187 8.25% 01/26/06 .......... 4,320 4,537 TELUS Corp. 7.50% 06/01/07 .......... 4,015 4,363 The Walt Disney Co. 6.75% 03/30/06 .......... 2,165 2,257 Time Warner Inc. 7.75% 06/15/05 .......... 2,660 2,710 9.13% 01/15/13 .......... 3,205 4,091 TuranAlem Finance BV 7.88% 06/02/10 .......... 3,280 3,280(b) TXU Electric Delivery Co. 6.38% 05/01/12 .......... 2,280 2,504 Tyco International Group S.A. 5.80% 08/01/06 .......... 3,535 3,662 6.75% 02/15/11 .......... 3,665 4,115 Tyson Foods Inc. 7.25% 10/01/06 .......... 8,615 9,146 UBS Preferred Funding Trust I 8.62% 10/29/49 .......... 2,115 2,557(i) Union Pacific Corp. 6.65% 01/15/11 .......... 2,200 2,455 Union Planters Bank NA 5.13% 06/15/07 .......... 375 388 8.13% 06/01/06 .......... 1,920 2,021 US Bank National Assoc. 2.85% 11/15/06 .......... 3,750 3,714 Valero Energy Corp. 6.88% 04/15/12 .......... 925 1,049 Valero Energy Corp. 7.50% 04/15/32 .......... 600 722 PRINCIPAL AMOUNT VALUE Verizon 6.50% 09/15/11 .......... $2,140 $2,350 Verizon Global Funding Corp. 7.75% 12/01/30 - 06/15/32 6,790 8,439 Verizon Pennsylvania Inc. (Series A) 5.65% 11/15/11 .......... 4,445 4,677 Viacom Inc. 5.50% 05/15/33 .......... 1,425 1,390 Wachovia Corp. 5.25% 08/01/14 .......... 3,960 4,056 Washington Mutual Bank FA 5.13% 01/15/15 .......... 2,120 2,104 Washington Mutual Inc. 5.63% 01/15/07 .......... 360 375 WellPoint Inc. 4.25% 12/15/09 .......... 2,415 2,418(b) Wells Fargo & Co. 5.25% 12/01/07 .......... 805 841 Westar Energy Inc. 9.75% 05/01/07 .......... 5,040 5,641 Weyerhaeuser Co. 6.00% 08/01/06 .......... 4,780 4,978 6.13% 03/15/07 .......... 1,521 1,604 6.75% 03/15/12 .......... 1,275 1,438 Wisconsin Electric Power 3.50% 12/01/07 .......... 2,565 2,555 Wisconsin Energy Corp. 5.88% 04/01/06 .......... 1,545 1,594 Yara International ASA 5.25% 12/15/14 .......... 2,150 2,164(b) TOTAL CORPORATE NOTES (COST $601,507) ........... 612,503 NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS -- 10.8% Banc of America 2.52% 06/15/18 .......... 6,698 6,698(b,i,m) Bear Stearns Commercial Mortgage Securities 2.66% 01/14/16 .......... 1,300 1,300(b,i) 3.88% 08/13/39 .......... 6,696 6,642 4.17% 01/12/41 .......... 5,520 5,565 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 20 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE 4.68% 08/13/39 ..........$ 7,202 $ 7,195 6.02% 02/14/31 .......... 3,657 3,920 Bear Stearns Commercial Mortgage Securities (Class B) 6.20% 02/14/31 .......... 475 518 CalSTRS Trust 4.13% 11/20/12 .......... 5,926 5,976(b) Citicorp Mortgage Securities Inc. 6.13% 08/25/32 .......... 1,029 1,027(i) Citicorp Mortgage Securities Inc. (Class B) 6.13% 08/25/32 .......... 2,597 2,591(i) Crusade Global Trust (Class A) 2.70% 09/18/34 .......... 3,379 3,386(i,m) CS First Boston Mortgage Securities Corp. 1.58% 03/15/35 .......... 82,194 4,757(b,i) 7.22% 01/15/37 .......... 21,841 539(b,d,i) DLJ Commercial Mortgage Corp. 6.24% 11/12/31 .......... 7,703 8,278 First Union-Lehman Brothers- Bank of America 6.56% 11/18/35 .......... 3,857 4,142 GMAC Commercial Mortgage Securities Inc. 4.21% 12/10/41 .......... 6,099 6,112(i) 6.24% 12/10/41 .......... 203,439 3,560(b,d,i) 6.42% 05/15/35 .......... 5,591 6,011 GMAC Commercial Mortgage Securities Inc. (Class A) 4.55% 12/10/41 .......... 6,149 6,165(i) 4.92% 12/10/41 .......... 6,148 6,169(i) GMAC Commercial Mortgage Securities Inc. (Class X) 4.03% 12/10/41 .......... 92,952 3,172(d,i) Granite Mortgages PLC. 2.26% 01/20/43 .......... 2,283 2,284(i) Homeside Mortgage Securities Trust (Class A) 2.27% 01/20/27 .......... 1,856 1,859(i) Impac CMB Trust 2.70% 08/25/32 .......... 828 829(i) 2.78% 10/25/34 .......... 24,512 24,512(i,m) PRINCIPAL AMOUNT VALUE Impac CMB Trust (Class A) 2.80% 12/25/33 ..........$ 5,074 $ 5,073(i) 2.85% 11/25/32 .......... 2,496 2,501(i,m) Interstar Millennium Trust (Class A) 2.68% 03/14/36 .......... 2,018 2,018(i,m) JP Morgan Chase Commercial Mortgage Securities Corp. 1.22% 01/12/39 .......... 51,060 2,562(b,i) 6.47% 11/15/35 .......... 5,391 5,994 JP Morgan Chase Commercial Mortgage Securities Corp. (Class A) 4.92% 10/15/37 .......... 4,200 4,255(i) LB-UBS Commercial Mortgage Trust 3.68% 07/15/37 .......... 124,176 2,484(b,d,i) 3.96% 03/15/34 .......... 14,947 329(b,d,i) 4.06% 09/15/27 .......... 6,696 6,695(i) 4.20% 12/15/29 .......... 3,113 3,120 4.51% 12/15/29 .......... 3,039 3,044 4.53% 01/15/36 .......... 24,083 1,845(b,d) 4.86% 12/15/39 .......... 5,167 5,168(i) 6.17% 04/15/37 .......... 48,639 988(b,d,i) 6.23% 03/15/26 .......... 3,000 3,252 6.24% 01/15/36 .......... 29,696 807(b,d,i) 6.85% 12/15/39 .......... 54,030 979(b,d,i) 7.74% 09/15/37 .......... 47,450 771(b,d,i) 8.33% 03/15/36 .......... 88,866 2,416(b,d,i) LB-UBS Commercial Mortgage Trust (Class A) 6.13% 12/15/30 .......... 1,777 1,946 6.65% 11/15/27 .......... 8,377 9,380 LB-UBS Commercial Mortgage Trust (Class B) 6.65% 07/14/16 .......... 750 839(b) Lehman Brothers Floating Rate Commercial Mortgage Trust 2.66% 10/15/17 .......... 7,000 7,015(b,i) 2.71% 10/15/17 .......... 4,000 4,008(b,i) Master Alternative Loans Trust 5.00% 08/25/18 .......... 3,671 422(g) 6.50% 08/25/34 - 01/25/35 10,703 11,202 - ---------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 21 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 PRINCIPAL AMOUNT VALUE Morgan Stanley Capital I 5.11% 06/15/40 ..........$ 2,000 $ 2,044 (i) 7.11% 04/15/33 .......... 1,020 1,139 Morgan Stanley Capital I (Class A) 4.66% 09/13/45 .......... 3,718 3,698 4.97% 04/14/40 .......... 5,172 5,231 Morgan Stanley Capital I (Class D) 6.92% 07/15/30 .......... 2,000 2,234(i) Morgan Stanley Dean Witter Capital I 5.73% 04/15/34 .......... 16,134 348(b,d,i) 6.52% 10/15/35 .......... 25,622 502(b,d,i) Morgan Stanley Dean Witter Capital I (Class A) 5.72% 12/18/32 .......... 99 105 5.98% 02/15/31 .......... 924 940 6.39% 10/15/35 .......... 5,000 5,549 6.54% 02/15/31 .......... 1,387 1,495 National RMBS Trust 2.62% 03/20/34 .......... 3,666 3,666(i,m) Nomura Asset Securities Corp. (Class A) 6.59% 03/15/30 .......... 8,377 9,054 Puma Finance Ltd. (Class A) 2.71% 03/25/34 .......... 3,767 3,769(i) Sequoia Mortgage Trust 2.67% 06/20/34 .......... 1,793 1,789(i) Sequoia Mortgage Trust (Class A) 2.69% 07/20/34 .......... 4,558 4,551(i,m) Structured Asset Securities Corp. (Class X) 2.02% 02/25/28 .......... 12,533 658(i) Thornburg Mortgage Securities Trust (Class A) 2.76% 04/25/43 .......... 2,163 2,166(i,m) Wachovia Bank Commercial Mortgage Trust 2.58% 03/15/14 .......... 2,500 2,504(b,i) 2.92% 03/15/15 .......... 5,180 5,201(b,i,m) 3.30% 03/15/15 .......... 3,500 3,525(b,i,m) PRINCIPAL AMOUNT VALUE Wachovia Bank Commercial Mortgage Trust (Class C) 2.72% 03/15/14 .......... $ 750 $ 752 (b,i) Washington Mutual 2.61% 07/25/44 .......... 7,741 7,750(i,m) TOTAL NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (COST $282,623) ........... 280,990 SOVEREIGN BONDS -- 0.9% Government of Bahamas 6.63% 05/15/33 .......... 2,575 2,930(b) Government of Finland 4.75% 03/06/07 .......... 1,910 1,971 Government of Russia 5.00% 03/31/30 .......... 2,580 2,657(b,k) Mexico Government International Bond 6.75% 09/27/34 .......... 3,145 3,095 Ontario Electricity Financial Corp. 7.45% 03/31/13 .......... 465 565 Province of British Columbia 4.63% 10/03/06 .......... 2,410 2,469 Province of Manitoba Canada 4.25% 11/20/06 .......... 3,570 3,635 Province of New Brunswick 3.50% 10/23/07 .......... 2,780 2,783 Province of Ontario 3.50% 09/17/07 .......... 3,780 3,781 5.13% 07/17/12 .......... 500 527 TOTAL SOVEREIGN BONDS (COST $23,877) ............ 24,413 TOTAL BONDS AND NOTES (COST $2,886,568) ......... 2,886,767 - ---------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. 22 GE S&S INCOME FUND Schedule of Investments (dollars in thousands)-- December 31, 2004 NUMBER OF SHARES VALUE PREFERRED STOCK -- 0.2% - -------------------------------------------------------------------------------- Zurich Regcaps Funding Trust I (COST $4,409) ............. 4,270 $ 4,338(b,i) NUMBER OF CONTRACTS VALUE - -------------------------------------------------------------------------------- PURCHASED OPTIONS -- 0.0%* - -------------------------------------------------------------------------------- PUT OPTIONS U.S. Treasury Notes 5 Yr. Futures (COST $838) ............... 1,068 217 TOTAL INVESTMENTS IN SECURITIES (COST $2,891,815) ......... 2,891,322 NUMBER OF SHARES VALUE - -------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS -- 19.8% - -------------------------------------------------------------------------------- GEI Short-Term Investment Fund (COST $514,576) ...... 514,576,037 514,576(l,m) TOTAL INVESTMENTS (COST $3,406,391) .... 3,405,898 LIABILITIES IN EXCESS OF OTHER ASSETS, NET (30.9)% .. (804,299) ========== NET ASSETS-- 100.0% $2,601,599 ========== - -------------------------------------------------------------------------------- OTHER INFORMATION - -------------------------------------------------------------------------------- The Income Fund had the following written option contracts open at December 31, 2004: EXPIRATION DATE/ UMBER OF CALL OPTIONS STRIKE PRICE CONTRACTS VALUE - -------------------------------------------------------------------------------- U S Treasury Notes 5 Yr. Futures (Written Option Premium $431) Jan 05/109.50 1,068 (451) EXPIRATION DATE/ NUMBER OF PUT OPTIONS STRIKE PRICE CONTRACTS VALUE - -------------------------------------------------------------------------------- U S Treasury Notes 5 Yr. Futures (Written Option Premium $397) Jan 05/108.00 1,068 (50) ---- (501) ==== The Income Fund had the following long futures contracts open at December 31, 2004: NUMBER CURRENT EXPIRATION OF NOTIONAL UNREALIZED DESCRIPTION DATE CONTRACTS VALUE APPRECIATION - -------------------------------------------------------------------------------- Euro Dollar Futures December 2005 330 $79,563 $(117) Euro Dollar Futures December 2007 330 78,944 (50) U.S.Treasury Notes 5 Yr. Futures March 2005 1,196 130,999 682 The Income Fund had the following short futures contracts open at December 31, 2004: NUMBER CURRENT EXPIRATION OF NOTIONAL UNREALIZED DESCRIPTION DATE CONTRACTS VALUE APPRECIATION - -------------------------------------------------------------------------------- Euro Dollar Futures December 2006 660 $(158,458) $163 U.S.Treasury Notes 10 Yr. Futures March 2005 339 (37,947) 62 ----- $ 740 ===== The Income Fund had the following forward foreign currency contracts open at December 31, 2004: CURRENCY SETTLEMENT UNREALIZED CURRENCY BOUGHT SOLD DATE APPRECIATION - -------------------------------------------------------------------------------- 1,339,842 JPY 12,874 USD January 21, 2005 221 - --------- See Notes to Schedules of Investments on page 25 and Notes to Financial Statements. + Percentages are based on net assets as of December 31, 2004. 23 Notes to Performance (unaudited) Information on the preceding performance pages relating to the GE S&S Program Mutual Fund and GE S&S Income Fund (each a "Fund" and collectively the "Funds") one year total return is audited, all other information, including the portfolio manager Q&A pages, is unaudited. Total returns take into account changes in share price and assume reinvestment of dividends and capital gains distributions, if any. Investment returns and net asset value on an investment will fluctuate and you may have a gain or loss when you sell your shares. Shares of the Funds are neither insured nor guaranteed by the U.S. Government, and their prices will fluctuate with market conditions. The Standard & Poor's ("S&P") 500 Composite Index of stocks (S&P 500) and the Lehman Brothers Aggregate Bond Index (LB Aggregate) are unmanaged indices and do not reflect the actual cost of investing in the instruments that comprise each index. S&P 500 is an unmanaged, market capitalization-weighted index of stocks of 500 large U.S. companies, which is widely used as a measure of large-cap stock market performance. LB Aggregate is a market value-weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The results shown for the foregoing indices assume the reinvestment of net dividends or interest and are unaudited. The peer universe of funds used in our peer ranking calculation is based on the blend of Lipper peer categories, as shown. This blend is the same as the category blend used by the Wall Street Journal. The actual number of funds and numerical rankings in the Lipper and Wall Street Journal universes could differ since the Wall Street Journal excludes certain funds, which do not meet their net asset or number of shareholder publication thresholds. Lipper is an independent mutual fund rating service. A Fund's performance may be compared to or ranked within a universe of mutual funds with investment objectives and policies similar but not necessarily identical to the Fund's. Such comparisons or rankings are made on the basis of several factors, including the Fund's objectives and policies, management style and strategy, and portfolio composition, and may change over time if any of those factors change. Lipper is an independent mutual fund rating service. 24 Notes to Schedules of Investments (dollars in thousands)-- December 31, 2004 The views expressed in this document reflect our judgment as of the publication date and are subject to change at any time without notice. The securities cited may not represent future holdings and should not be considered as a recommendation to purchase or sell a particular security. See the GE S&S Program Disclosure Statement for more information about the Funds' investment objectives, policies, risks, and permissible investments. (a) Non-income producing security. (b) Pursuant to Rule 144A of the Securities Act of 1933, these Securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2004, these securities amounted to $169,021, or 6.50%, of net assets for the GE S&S Income Fund. These securities have been determined to be liquid using procedures established by the Board of Trustees. (c) Settlement is on a delayed delivery or when-issued basis with final maturity to be announced (TBA) in the future. (d) Coupon amount represents effective yield. (e) State Street Corp. is the parent company of State Street Bank & Trust Co., the Fund's custodian and accounting agent. (f) Principal only securities represent the right to receive the monthly principal payments on an underlying pool of mortgages. No payments of interest on the pool are passed through to the "principal only" holder. (g) Interest only securities represent the right to receive the monthly interest payments on an underlying pool of mortgages. Payments of principal on the pool reduce the value of the "interest only" holding. (h) At December 31, 2004, all or a portion of this security was pledged to cover collateral requirements for futures, options, forward foreign currency contracts and/or TBA's. (i) Variable or floating rate security. The stated rate represents the rate at December 31, 2004. (j) All or a portion of the security is out on loan. (k) Step coupon bond. Interest rate shown reflects rate at December 31, 2004. (l) GE Asset Management Incorporated, ("GEAM"), the Fund's Investment Advisor, is also the Investment Advisor of the GEI Short-Term Investment Fund. No advisory fee is charged by GEAM to the GEI Short-Term Investment Fund nor will the Fund incur any sales charge, redemption fee, distribution fee or service fee in connection with its investments in the GEI Short-Term Investment Fund. (m) All or a portion of the security purchased with collateral from securities lending. (n) Treasury inflated Securities. ABBREVIATIONS: ADR -- American Depository Receipt REMIC -- Real Estate Mortgage Investment Conduit REIT -- Real Estate Investment Trust STRIPS -- Separate Trading of Registered Interest and Principal of Securities 25 Financial Highlights SELECTED DATA BASED ON A SHARE OUTSTANDING THROUGHOUT THE YEARS INDICATED
GE S&S PROGRAM MUTUAL FUND 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of year ........ $ 42.94 $ 35.13 $ 44.03 $ 49.66 $ 54.55 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income .................. 0.79 0.52 0.54 0.53 0.64 Net realized and unrealized gains (losses) on investments ....... 2.86 7.82 (8.87) (4.86) (0.61) - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INCOME (LOSS) FROM INVESTMENT OPERATIONS .................. 3.65 8.34 (8.33) (4.33) 0.03 - ------------------------------------------------------------------------------------------------------------------------------------ LESS DISTRIBUTIONS FROM: Net investment income .................. 0.79 0.53 0.54 0.53 0.64 Net realized gains ..................... 0.44 -- 0.03 0.77 4.28 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL DISTRIBUTIONS ....................... 1.23 0.53 0.57 1.30 4.92 NET ASSET VALUE, END OF YEAR .............. $ 45.36 $ 42.94 $ 35.13 $ 44.03 $ 49.66 ==================================================================================================================================== TOTAL RETURN(A) ........................... 8.50% 23.77% (18.91)% (8.73)% 0.06% RATIOS / SUPPLEMENTAL DATA: Net assets, end of year (in thousands) ...................... $4,154,143 $3,939,274 $3,161,490 $3,972,726 $4,504,669 Ratios to average net assets: Net investment income ............... 1.80% 1.38% 1.36% 1.14% 1.15% Net expenses ........................ 0.13% 0.18% 0.13% 0.16% 0.09% Gross expenses ...................... 0.13% 0.18% 0.13% 0.16% 0.09% Portfolio turnover rate ................ 28% 25% 32% 57% 40%
(a) TOTAL RETURNS ARE HISTORICAL AND ASSUME CHANGES IN SHARE PRICE, REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS AND ASSUME NO SALES CHARGE. - ---------- See Notes to Financial Statements. 26 Financial Highlights SELECTED DATA BASED ON A SHARE OUTSTANDING THROUGHOUT THE YEARS INDICATED
GE S&S INCOME FUND 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of year ........ $ 11.70 $ 11.80 $ 11.25 $ 11.07 $ 10.70 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income (loss) ........... 0.47 0.47 0.55 0.69 0.74 Net realized and unrealized gains on investments ................ 0.01 0.02 0.59 0.20 0.40 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INCOME FROM INVESTMENT OPERATIONS .................. 0.48 0.49 1.14 0.89 1.14 - ------------------------------------------------------------------------------------------------------------------------------------ LESS DISTRIBUTIONS FROM: Net investment income .................. 0.47 0.49 0.59 0.71 0.77 Net realized gains ..................... 0.19 0.10 -- -- -- - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL DISTRIBUTIONS ....................... 0.66 0.59 0.59 0.71 0.77 - ------------------------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, END OF YEAR .............. $ 11.52 $ 11.70 $ 11.80 $ 11.25 $ 11.07 ==================================================================================================================================== TOTAL RETURN(A) ........................... 4.12% 4.29% 10.42% 8.26% 11.09% RATIOS / SUPPLEMENTAL DATA: Net assets, end of year (in thousands) ...................... $2,601,599 $2,614,617 $2,640,387 $2,444,416 $2,347,251 Ratios to average net assets: Net investment income ............... 4.02% 3.96% 4.83% 6.12% 6.91% Net expenses ........................ 0.14% 0.15% 0.13% 0.17% 0.12% Gross expenses ...................... 0.14% 0.15% 0.13% 0.17% 0.12% Portfolio turnover rate ................ 342% 335% 300% 231% 229%
(a) TOTAL RETURNS ARE HISTORICAL AND ASSUME CHANGES IN SHARE PRICE, REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS AND ASSUME NO SALES CHARGE. - --------- See Notes to Financial Statements. 27 s
STATEMENTS OF ASSETS AND LIABILITIES DECEMBER 31, 2004 (AMOUNTS IN THOUSANDS) GE S&S PROGRAM GE S&S MUTUAL FUND INCOME FUND ASSETS Investments in securities, at market* (cost $3,555,019 and 2,891,815, respectively) ........................................... $4,103,366 $2,891,322 Short-term investments (at amortized cost) ............................. 73,658 514,576 Receivable for investments sold ........................................ -- 11,354 Income receivables ..................................................... 4,322 22,715 Receivable for fund shares sold ........................................ 1,013 2,239 Variation margin receivable ............................................ -- 91 Unrealized gain on forward foreign currency contracts .................. -- 221 Distributions paid in advance .......................................... -- 285 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS ........................................................ 4,182,359 3,442,803 - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES Payable upon return of securities loaned ............................... 20,691 272,382 Payable for investments purchased ...................................... 6,037 567,553 Payable for fund shares redeemed ....................................... 168 149 Payable to GEAM ........................................................ 1,320 619 Options written, at market (premium received $0 and $828, respectively) ............................................ -- 501 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES ................................................... 28,216 841,204 - ------------------------------------------------------------------------------------------------------------------------------------ NET ASSETS ................................................................ $4,154,143 $2,601,599 - ------------------------------------------------------------------------------------------------------------------------------------ NET ASSETS CONSIST OF: Capital paid in ........................................................ 3,641,812 2,593,821 Undistributed net investment income .................................... 434 3,670 Accumulated net realized gain (loss) ................................... (36,450) 3,313 Net unrealized appreciation/(depreciation) on: Investments ........................................................ 548,347 (493) Futures ............................................................ -- 740 Written options .................................................... -- 327 Foreign currency related transactions .............................. -- 221 - ------------------------------------------------------------------------------------------------------------------------------------ NET ASSETS ................................................................ $4,154,143 $2,601,599 - ------------------------------------------------------------------------------------------------------------------------------------ Shares outstanding ($25.00 and $10.00 value respectively) ................. 91,579 225,858 Net asset value per share ................................................. $45.36 $11.52
* Includes $20,255 and $265,121 of securities on loan in the GE S&S Program Mutual Fund and GE S&S Income Fund, respectively. - --------- See Notes to Financial Statements. 28 STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004 (AMOUNTS IN THOUSANDS)
GE S&S PROGRAM GE S&S MUTUAL FUND INCOME FUND INVESTMENT INCOME INCOME: Dividend ............................................................ $ 75,479 $ -- Interest* ........................................................... 587 106,589 Less: Foreign taxes withheld ........................................ (245) -- - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INCOME ........................................................... 75,821 106,589 - ------------------------------------------------------------------------------------------------------------------------------------ EXPENSES: Advisory and administration fees .................................... 3,399 1,871 Shareholder servicing agent expenses ................................ 378 360 Transfer agent fees ................................................. 952 903 Custody and accounting expenses ..................................... 160 294 Professional fees ................................................... 115 75 Registration, printing, filing and miscellaneous expenses ........... 150 125 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL EXPENSES ...................................................... 5,154 3,628 Less: Fee reimbursement from transfer agent (See Note 2) ............ (118) (113) - ------------------------------------------------------------------------------------------------------------------------------------ NET EXPENSES ........................................................ 5,036 3,515 - ------------------------------------------------------------------------------------------------------------------------------------ NET INVESTMENT INCOME .................................................. 70,785 103,074 ==================================================================================================================================== NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS REALIZED GAIN (LOSS) ON: Investments ......................................................... 158,300 35,452 Futures ............................................................. -- 1,845 Written options ..................................................... -- 2,691 Swaps ............................................................... -- 700 Foreign currency related transactions ............................... -- 399 INCREASE (DECREASE) IN UNREALIZED APPRECIATION/(DEPRECIATION) ON: Investments ......................................................... 98,863 (39,094) Futures ............................................................. -- (124) Written options ..................................................... -- 327 Foreign currency related transactions ............................... -- 221 - ------------------------------------------------------------------------------------------------------------------------------------ Net realized and unrealized gain on investments ........................ 257,163 2,417 - ------------------------------------------------------------------------------------------------------------------------------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................... $327,948 $105,491 ====================================================================================================================================
* Income attributable to securities lending activity, net of rebate, for GE S&S Program Mutual Fund and GE S&S Income Fund was $73 and $1,314 respectively. - -------- See Notes to Financial Statements. 29 STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 (AMOUNTS IN THOUSANDS)
GE S&S PROGRAM GE S&S MUTUAL FUND INCOME FUND - ------------------------------------------------------------------------------------------------------------------------------------ 2004 2003 2004 2003 - ------------------------------------------------------------------------------------------------------------------------------------ INCREASE (DECREASE) IN NET ASSETS OPERATIONS: Net investment income ................................... $ 70,785 $ 47,387 $ 103,074 $ 105,042 Net realized gain (loss) on investments, futures, written options, foreign currency related transactions and swaps ............................... 158,300 (32,428) 41,087 54,788 Net increase (decrease) in unrealized appreciation/(depreciation) on investments, futures, written options, foreign currency related translations ................................. 98,863 738,386 (38,670) (50,042) - ------------------------------------------------------------------------------------------------------------------------------------ Net increase from operations ............................ 327,948 753,345 105,491 109,788 - ------------------------------------------------------------------------------------------------------------------------------------ DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income ................................... (70,448) (48,130) (103,821) (109,430) Net realized gains ...................................... (39,126) -- (42,061) (22,046) - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL DISTRIBUTIONS ........................................ (109,574) (48,130) (145,882) (131,476) - ------------------------------------------------------------------------------------------------------------------------------------ Increase (decrease) in net assets from operations and distributions ....................................... 218,374 705,215 (40,391) (21,688) - ------------------------------------------------------------------------------------------------------------------------------------ SHARE TRANSACTIONS: Proceeds from sale of shares ............................ 209,251 226,863 145,939 161,262 Value of distributions reinvested ....................... 100,741 44,098 139,059 128,850 Cost of shares redeemed ................................. (313,497) (198,392) (257,625) (294,194) - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) from share transactions ............ (3,505) 72,569 27,373 (4,082) - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INCREASE (DECREASE) IN NET ASSETS .................... 214,869 777,784 (13,018) (25,770) NET ASSETS Beginning of year .......................................... 3,939,274 3,161,490 2,614,617 2,640,387 - ------------------------------------------------------------------------------------------------------------------------------------ END OF YEAR ................................................ $4,154,143 $3,939,274 $2,601,599 $2,614,617 ==================================================================================================================================== UNDISTRIBUTED NET INVESTMENT INCOME, END OF YEAR .............. $ 434 $ 418 $ 3,670 $ 3,318 - ------------------------------------------------------------------------------------------------------------------------------------ CHANGES IN FUND SHARES - ------------------------------------------------------------------------------------------------------------------------------------ Shares sold by subscription ................................... 4,809 6,030 12,476 13,638 Shares issued for distributions reinvested .................... 2,222 1,041 11,970 10,903 Shares redeemed ............................................... (7,201) (5,310) (21,984) (24,889) - ------------------------------------------------------------------------------------------------------------------------------------ NET INCREASE (DECREASE) IN FUND SHARES ........................ (170) 1,761 2,462 (348) ====================================================================================================================================
- ---------- See Notes to Financial Statements. 30 Notes to Financial Statements December 31, 2004 1. ORGANIZATION OF THE FUNDS The GE S&S Program Mutual Fund and GE S&S Income Fund (formerly named GE S&S Long Term Interest Fund) are registered under the Investment Company Act of 1940, as amended, (the "1940 Act") as open-end management investment companies. The Funds are two of the investment options offered under the GE Savings & Security Program (the "Program"). The Program, through a trust, owns 63% of the GE S&S Program Mutual Fund and 69% of the GE S&S Income Fund. The Funds operate as Employees' Securities Companies (as defined in the 1940 Act) and as such are exempt from certain provisions of the 1940 Act. GE Asset Management Incorporated (GEAM) is the Funds' investment adviser and a wholly-owned subsidiary of General Electric Company. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions at the date of the financial statements. Actual results may differ from those estimates. The following summarizes the significant accounting policies of the Funds: SECURITY VALUATION AND TRANSACTIONS Securities for which exchange quotations are readily available are valued at the last sale price, or if no sales occurred on that day, at the last quoted bid price. Securities listed on the NASDAQ will be valued at the NASDAQ's official close price. Certain fixed income securities are valued by a dealer or by a pricing service based upon a matrix system, which considers market transactions as well as dealer supplied valuations. Short-term investments maturing within sixty days are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. If quotations are not readily available for a portfolio security, or if it is believed that the price or quotation for a portfolio security does not represent its fair value, the security may be valued using procedures approved by the Funds' Board of Trustees that are designed to more accurately reflect the "fair value" of that portfolio security. An affected portfolio security held by any Fund could be valued using these procedures. Security transactions are accounted for as of the trade date. Realized gains and losses on investments sold are recorded on the basis of identified cost for both financial statement and federal tax purposes. REPURCHASE AGREEMENTS Each of the Funds may enter into repurchase agreements. The Funds' custodian takes possession of the collateral pledged for investments in repurchase agreements on behalf of the Funds. The Funds value the underlying collateral daily on a mark-to-market basis to determine that the value, including accrued interest, is at least equal to 102% of the repurchase price. In the event the seller defaults and the value of the security declines, or if the seller enters an insolvency proceeding, realization of the collateral by the Funds may be delayed or limited. SECURITY LENDING Each of the Funds may loan securities to brokers, dealers, and financial institutions determined by GEAM to be creditworthy, subject to certain limitations. The Funds continue to receive the interest and dividends on the loaned securities during the term of the loan. The loans of securities are secured by collateral in the form of cash or other liquid assets, which are segregated and maintained with the custodian in an amount at least equal to 102% of the current market value of the loaned securities. During the term of the loan, the Funds will record any gain or loss in the market value of its loaned securities and of securities in which cash collateral is invested. A Fund will also earn interest, net of any rebate, from securities in which cash collateral is invested. In the event the 31 Notes to Financial Statements December 31, 2004 counterparty (borrower) does not meet its contracted obligation to return the securities, the Funds may be exposed to the risk of loss of reacquiring the loaned securities at prevailing market prices using the proceeds of the sale of the collateral. FOREIGN CURRENCY Accounting records of the Funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at year end. Purchases and sales of securities, income receipts and expense payments denominated in foreign currencies are translated into U.S. dollars at the prevailing exchange rate on the respective dates of such transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates from the fluctuations arising from changes in market prices of securities during the year. Such fluctuations are included in net realized or unrealized gain or loss from investments. Net realized gains or losses on foreign currency transactions represent net gains or losses on sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income and withholding taxes accrued and the U.S. dollar amount actually received and paid, and gains or losses between the trade and settlement date on purchases and sales of securities. Net unrealized foreign exchange gains and losses arising from changes in the value of other assets and liabilities as a result of changes in foreign exchange rates are included as increases or decreases in unrealized appreciation/depreciation on foreign currency related transactions. FUTURES CONTRACTS The GE S&S Income Fund may invest in futures contracts subject to certain limitations. The Fund may invest in futures contracts to manage its exposure to the stock and bond markets and fluctuations in currency values. Buying futures tends to increase a Fund's exposure to the underlying instrument while selling futures tends to decrease a Fund's exposure to the underlying instrument, or hedge other Fund investments. The Fund will not enter into a transaction involving futures for speculative purposes. The Fund's risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts' terms and changes in the liquidity of the secondary market for the contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade. Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain or loss equal to the daily variation margin. Should market conditions move unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain or loss on the expiration or closing of a futures contract. OPTIONS The GE S&S Income Fund may purchase and write options, subject to certain limitations. The Fund may invest in options contracts to manage its exposure to the stock and bond markets and fluctuations in foreign currency values. Writing puts and buying calls tend to increase a Fund's exposure to the underlying instrument while buying puts and writing calls tend to decrease a Fund's exposure to the underlying instrument, or hedge other Fund investments. The Fund will not enter 32 Notes to Financial Statements December 31, 2004 into a transaction involving options for speculative purposes. The Fund's risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts' terms and changes in the liquidity of the secondary market for the contracts. Options are valued at the last sale price, or if no sales occurred on that day, at the last quoted bid price. When a Fund writes an option, the amount of the premium received is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Funds on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase, as a realized loss. When an option is exercised, the proceeds from the sale of the underlying security or the cost basis of the securities purchased is adjusted by the original premium received or paid. SWAP CONTRACTS As part of its investment strategy, the GE S&S Income Fund may invest in swap agreements which are agreements to exchange the return generated by one instrument for the return generated by another instrument. Total return swap agreements involve commitments to pay interest in exchange for a market linked return based upon a notional principal amount. To the extent the total return of the security or index underlying the agreement exceeds or falls short of the offsetting interest rate obligation, the Fund will receive a payment from or make a payment to the counterparty. Swaps are marked to market daily based upon the underlying security or index. Payments received or made are recorded as realized gain or loss in the Statement of Operations. Entering into swap agreements involves, to varying degrees, elements of credit and market risk in excess of the amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform and that there may be unfavorable changes in the value of the index or securities underlying the agreement. Notional principal amounts are used to express the extent of involvement in these transactions, but the amounts potentially subject to credit risk are much smaller. WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS Each of the Funds may purchase or sell securities on a when-issued or forward commitment basis. These transactions are arrangements in which the Funds purchase and sell securities with payment and delivery scheduled a month or more after entering into the transactions. The price of the underlying securities and the date when these securities will be delivered and paid for are fixed at the time the transaction is negotiated. Losses may arise due to changes in the market value of the underlying securities or if the counterparty does not perform under the contract. In connection with such purchases, the Funds maintain cash or liquid assets in an amount equal to purchase commitments for such underlying securities until settlement date and for sales commitments the Funds maintain equivalent deliverable securities as "cover" for the transaction. Unsettled commitments are valued at the current market value of the underlying security. Daily fluctuations in the value of such contracts are recorded as unrealized gains or losses. The Funds will not enter into such commitments for the purpose of investment leverage. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS The GE S&S Income Fund may enter into forward foreign currency exchange contracts to facilitate transactions in foreign denominated securities and 33 Notes to Financial Statements December 31, 2004 to manage the Fund's currency exposure. Forward foreign currency exchange contracts are valued at the mean between the bid and the offered forward rates as last quoted by a recognized dealer. The aggregate principal amounts of the contracts are not recorded in the Fund's financial statements. Such amounts appear under the caption forward foreign currency contracts in the Schedule of Investments. Fluctuations in the value of the contracts are recorded in the Statement of Assets and Liabilities as an asset (or liability) and in the Statement of Operations as unrealized appreciation (depreciation) until the contracts are closed, when they are recorded as realized gains or losses on foreign currency related transactions. The Fund's risks in using these contracts include changes in the value of foreign currency or the possibility that the counterparties do not perform under the contracts' terms. When a Fund enters into a forward foreign currency exchange contract, it is required to segregate cash or liquid securities with its custodian in an amount equal to the value of the Fund's total assets committed to the consummation of the forward contract. If the value of the segregated securities declines, additional cash or securities is segregated so that the value of the account will equal the amount of the Fund's commitment with respect to the contract. INCOME TAXES (DOLLARS IN THOUSANDS) The Funds intend to comply with all sections of the Internal Revenue Code applicable to regulated investment companies including the distribution of substantially all of their taxable net investment income and net realized capital gains to their shareholders. Therefore, no provision for federal income tax has been made. Each Fund is treated as a separate taxpayer for federal income tax purposes. At December 31, 2004, information on the tax components of capital is as follows:
NET TAX UNREALIZED COST OF GROSS TAX GROSS TAX APPRECIATION/ INVESTMENTS UNREALIZED UNREALIZED (DEPRECIATION) FOR TAX PURPOSES APPRECIATION DEPRECIATION ON INVESTMENTS - ------------------------------------------------------------------------------------------------------------------------------------ GE S&S Program Mutual Fund $3,665,127 $654,245 $(142,348) $511,897 GE S&S Income Fund 3,407,164 33,523 (34,789) (1,266)
NET TAX APPRECIATION/ POST (DEPRECIATION) ON OCTOBER DERIVATIVES, CURRENCY UNDISTRIBUTED UNDISTRIBUTED LOSSES AND OTHER NET ASSETS ORDINARY INCOME LONG-TERM GAINS (SEE DETAIL BELOW) - ------------------------------------------------------------------------------------------------------------------------------------ GE S&S Program Mutual Fund $ -- $ 434 $ -- $ -- GE S&S Income Fund 839 10,168 710 (2,673)
34 Notes to Financial Statements December 31, 2004 As of December 31, 2004, each Fund has no capital loss carryover. During the year ended December 31, 2004, GE S&S Program Mutual Fund utilized approximately $121,989 of capital loss carryover. The Funds elected to defer losses incurred after October 31, 2004 as follows: FUND CAPITAL CURRENCY - -------------------------------------------------------------------------------- GE S&S Income Fund $ 2,673 $ -- The tax composition of distributions paid (other than return of capital distributions for the year) during the year ended December 31, 2004 was as follows: ORDINARY LONG-TERM FUND INCOME CAPITAL GAINS TOTAL - -------------------------------------------------------------------------------- GE S&S Program Mutual Fund $ 70,769 $38,805 $109,574 GE S&S Income Fund 118,856 27,026 145,882 DISTRIBUTIONS TO SHAREHOLDERS GE S&S Income Fund declares investment income dividends daily and pays them monthly. The GE S&S Program Mutual Fund declares and pays dividends from investment income annually. The Funds declare and pay net realized capital gains in excess of capital loss carryforwards distributions annually. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences include (but are not limited to) swaps and treatment of realized gains and losses on foreign currency contracts. Reclassifications are made to the Funds' capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on net investment income, realized gains or losses, or net asset value of the Funds. The calculation of net investment income per share in the Financial Highlights table excludes these adjustments. INVESTMENT INCOME Corporate actions (including cash dividends) are recorded on the ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions, which are recorded as soon after ex-dividend date as such information becomes available. Interest income is recorded on the accrual basis. All discounts and premiums on taxable bonds are accreted to call or maturity date, whichever is shorter, using the effective yield method. EXPENSES Expenses of the Funds which are directly identifiable to a specific Fund are allocated to that Fund. Expenses which are not directly identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the Funds. All expenses of the Funds are paid by GEAM, and reimbursed by the Funds. TRANSFER AGENT CONVERSION EXPENSES On September 18, 2004, the Funds changed its Transfer Agent from Boston Financial Data Services (BFDS) to PFPC Inc. (PFPC). PFPC has agreed to pay for certain conversion expenses incurred by GEAM for the entire GEAM Mutual Fund complex. As of December 31, 2004, PFPC paid $230,859 (total dollars not in thousands) of those conversion expenses related to the Funds. 3. LINE OF CREDIT Effective December 15, 2004, and expiring December 14, 2005, the Funds share a revolving credit facility of up to $25 million with a number of their affiliates. The credit facility is with their custodian bank, State Street Bank and Trust Company. The revolving credit facility requires the payment of a commitment fee equal to 0.09% per annum on the daily unused portion of the credit facility, payable quarterly. The portion borne by 35 Notes to Financial Statements December 31, 2004 the Funds generally is borne proportionally based upon net assets. Generally, borrowings under the credit facility would accrue interest at the Federal Funds Rate plus 50 basis points and is borne by the borrowing Fund. The maximum amount allowed to be borrowed by any one Fund is the lesser of its prospectus limitation, 20% of its net assets, or $25 million. The credit facility was not utilized by the Funds during the year ended December 31, 2004. 4. AMOUNTS PAID TO AFFILIATES ADVISORY AND ADMINISTRATION EXPENSES During 2004, the Funds incurred expenses for the cost of services rendered by GEAM as investment adviser and for services GEAM rendered as shareholder servicing agent. These expenses are included as advisory and administration expenses and shareholder servicing agent expense in the Statements of Operations. The Trustees received no compensation as trustees for the Funds. Effective January 1, 2002, General Electric Capital International Services, ("GECIS") began performing certain accounting and certain administration services not provided by GEAM. For the year ending December 31, 2004, $48,579 was charged to the GE S&S Program Mutual Fund and $33,582 to the GE S&S Income Fund. Administrative services not performed by GEAM or GECIS were provided by an unaffiliated service provider. 5. INVESTMENT TRANSACTIONS (DOLLARS IN THOUSANDS) PURCHASES AND SALES OF SECURITIES The cost of purchases and the proceeds from sales of investments, other than short-term securities and options, for the year ended December 31, 2004, were as follows: PURCHASES SALES - -------------------------------------------------------------------------------- GE S&S Program Mutual Fund $1,086,040 $1,137,438 GE S&S Income Fund 9,980,810 9,823,299 OPTIONS During the year ended December 31, 2004, the following option contracts were written: S&S INCOME FUND -------------------------------------------------------- NUMBER OF CONTRACTS PREMIUM - -------------------------------------------------------------------------------- Balance as of December 31, 2003 -- $ -- Written 13,056 3,888 Closed and Expired (10,920) (3,060) - -------------------------------------------------------------------------------- Balance as of December 31, 2004 2,136 $ 828 - -------------------------------------------------------------------------------- SWAP CONTRACTS There were no open swap transactions held by the Funds as of December 31, 2004. SECURITY LENDING At December 31, 2004, the following Fund participated in securities lending: LOANED SECURITIES AT MARKET VALUE (INCLUDING CASH ACCRUED INTEREST) COLLATERAL - -------------------------------------------------------------------------------- GE S&S Program Mutual Fund $ 20,255 $ 20,691 GE S&S Income Fund 267,686 272,382 36 Report of Independent Registered Public Accounting Firm KPMG THE BOARD OF TRUSTEES AND SHAREHOLDERS GE S&S FUNDS: We have audited the accompanying statements of assets and liabilities of GE S&S Program Mutual Fund and GE S&S Income Fund, including the schedules of investments, as of December 31, 2004, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2004 by correspondence with the custodian and other appropriate audit procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of GE S&S Program Mutual Fund and GE S&S Income Fund as of December 31, 2004, and the results of their operations, the changes in their net assets and their financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles. KPMG LLP Boston, Massachusetts February 23, 2005 37 Tax Information, unaudited During the calendar year ended December 31, 2004, the following funds paid to shareholders of record on December 28, 2004 the following long-term capital gain dividends reported on Forms 1099-DIV for 2004: FUND PER SHARE AMOUNT -------------------------------------------------------------- GE S&S Program Mutual Fund $0.43900 GE S&S Income Fund $0.12236 For the calendar year ended December 31, 2004 certain dividends paid by the fund may be subject to a maximum income tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid from net investment income during the fiscal year ended December 31, 2004, the following represent the percentage that may be considered qualified dividend income: FUND QUALIFIED DIVIDEND INCOME -------------------------------------------------------------- GE S&S Program Mutual Fund 100.00% 38 Additional Information, unaudited INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS: The business and affairs of the Company are managed under the direction of the Company's Board of Directors. Information pertaining to the Directors and officers of the Company is set forth below. INTERESTED TRUSTEES AND EXECUTIVE OFFICERS - -------------------------------------------------------------------------------- JOHN H. MYERS - -------------------------------------------------------------------------------- ADDRESS c/o GEAM 3001 Summer St. Stamford, CT 06905 AGE 59 POSITION(S) HELD WITH FUND Trustee TERM OF OFFICE AND LENGTH OF TIME SERVED Until successor is elected and qualified - 18 years PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS President, Chief Executive Officer and Director of GEAM since 1997, Director of GEAM since 1988, and Executive Vice President of GEAM - Fixed Income and Alternative Investments from 1988-1996; President, Chief Executive Officer and Director of GEIC from 1997-2000 (when GEIC was merged into GEAM), Director of GEIC from 1987-2000, Executive Vice President - Fixed Income and Alternative Investments of GEIC from 1986-1996. NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE 8 OTHER DIRECTORSHIPS HELD BY TRUSTEE Hilton Hotels Corporation since 2000; Laffer Investments since 2000; The Pebble Beach Company since 1999; GE Capital Services, Inc. since 1997; Building with Books since 2000; The Pension Managers Advisory Committee of the New York Stock Exchange since 1997; The Warburg Pincus Advisory Board since 1995; He is also a Trustee of Wagner College and Trustee of Elfun Funds and General Electric Pension Trust since 1986. - -------------------------------------------------------------------------------- DAVID B. CARLSON - -------------------------------------------------------------------------------- ADDRESS c/o GEAM 3001 Summer St. Stamford, CT 06905 AGE 47 POSITION(S) HELD WITH FUND Trustee TERM OF OFFICE AND LENGTH OF TIME SERVED Until successor is elected and qualified - 1 year PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS Executive Vice President, Domestic Equities of GEAM since September 2003, Senior Vice President, Domestic Equities of GEAM from 1989 to 2003. NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE 8 OTHER DIRECTORSHIPS HELD BY TRUSTEE Trustee of Elfun Funds and General Electric Pension Trust since 2003. - -------------------------------------------------------------------------------- MICHAEL J. COSGROVE - -------------------------------------------------------------------------------- ADDRESS c/o GEAM 3001 Summer St. Stamford, CT 06905 AGE 55 POSITION(S) HELD WITH FUND Trustee TERM OF OFFICE AND LENGTH OF TIME SERVED Until successor is elected and qualified - 17 years PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS President, GE Asset Management Services division ("GEAMS") of GE Financial Assurance Holdings, Inc., an indirect wholly-owned subsidiary of General Electric Company ("GE"), since February 1997; Vice President, GE Capital Corporation, an indirect wholly-owned subsidiary of GE, since December 1999; Executive Vice President - Mutual Funds of GEAM, a wholly-owned subsidiary of GE that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, since March 1993; Director of GEAM since 1988. NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE 49 OTHER DIRECTORSHIPS HELD BY TRUSTEE Chairman of the Board and Chief Executive Officer of GE Retirement Services, Inc., since 1998; Chairman of the Board and President of GE Funds since 1993 and GE Institutional Funds, GE LifeStyle Funds and GE Investments Funds, Inc. since 1997; Trustee of Elfun Funds and General Electric Pension Trust since 1988; Chairman of the Board of GE Private Asset Management Funds, Inc. (formerly Centurion Funds, Inc.) since December 2001; Director of Centurion Capital Management Corp., Centurion Capital Group Inc., Centurion Trust Company, Centurion Financial Advisers Inc., Centurion-Hinds Investment Management Corp. and Centurion-Hesse Investment Management Corp. since December 2001; Trustee of Fordham University since 2003 and Marymount College from 1994 through 2002. - -------------------------------------------------------------------------------- ALAN M. LEWIS - -------------------------------------------------------------------------------- ADDRESS c/o GEAM 3001 Summer St. Stamford, CT 06905 AGE 58 POSITION(S) HELD WITH FUND Trustee and Secretary TERM OF OFFICE AND LENGTH OF TIME SERVED Until successor is elected and qualified - 17 years PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS Executive Vice President, General Counsel and Secretary of GEAM since 1987 NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE 49 OTHER DIRECTORSHIPS HELD BY TRUSTEE Trustee and Executive Vice President of GE Funds since 1993 and GE Institutional Funds and GE LifeStyle Funds since 1997. Director of GE Investments Funds, Inc. since 2001; Trustee of Elfun Funds and General Electric Pension Trust since 1987. 39 Additional Information, unaudited - -------------------------------------------------------------------------------- RALPH R. LAYMAN - -------------------------------------------------------------------------------- ADDRESS c/o GEAM 3001 Summer St. Stamford, CT 06905 AGE 49 POSITION(S) HELD WITH FUND Trustee TERM OF OFFICE AND LENGTH OF TIME SERVED Until successor is elected and qualified - 13 years PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS Executive Vice President - International Equity Investments of GEAM since 1993; Executive Vice President - International Equity Investments of GEIC from 1993-2000 (when GEIC was merged into GEAM); Senior Vice President - International Equity Investments of GEAM and GEIC from 1991 until 1993; Executive Vice President, Partner and Portfolio Manager of Northern Capital Management from 1989-1991; and prior thereto, Vice President and Portfolio Manager of Templeton Investment Counsel. NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE 8 OTHER DIRECTORSHIPS HELD BY TRUSTEE Trustee of Elfun Funds and General Electric Pension Trust since 1993 - -------------------------------------------------------------------------------- ROBERT A. MACDOUGALL - -------------------------------------------------------------------------------- ADDRESS c/o GEAM 3001 Summer St. Stamford, CT 06905 AGE 56 POSITION(S) HELD WITH FUND Trustee TERM OF OFFICE AND LENGTH OF TIME SERVED Until successor is elected and qualified - 9 years PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS Executive Vice President - Fixed Income and Director of GEAM since 1997; Executive Vice President - Fixed Income and Director of GEIC from 1997-2000 (when GEIC was merged into GEAM); Senior Vice President - Taxable Fixed Income of GEAM and GEIC from 1990-1996. NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE 8 OTHER DIRECTORSHIPS HELD BY TRUSTEE Trustee of Elfun Funds and General Electric Pension Trust since 1997 - -------------------------------------------------------------------------------- DONALD W. TOREY - -------------------------------------------------------------------------------- ADDRESS c/o GEAM 3001 Summer St. Stamford, CT 06905 AGE 48 POSITION(S) HELD WITH FUND Trustee TERM OF OFFICE AND LENGTH OF TIME SERVED Until successor is elected and qualified - 11 years PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS Director of GEAM since 1993; Executive Vice President - Alternative Investments of GEAM since 1997; Director of GEIC from 1993-2000 (when GEIC was merged into GEAM); Executive Vice President - Alternative Investments of GEIC from 1997-2000; Executive Vice President - Finance and Administration of GEAM and GEIC from 1993 to 1997; Manager - Mergers and Acquisitions Finance for GE from 1989-1993; Vice President - - Private Placements of GEIC from 1988-1989. NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE 8 OTHER DIRECTORSHIPS HELD BY TRUSTEE Trustee of Elfun Funds and General Electric Pension Trust since 1993 - -------------------------------------------------------------------------------- JOHN J. WALKER - -------------------------------------------------------------------------------- ADDRESS c/o GEAM 3001 Summer St. Stamford, CT 06905 AGE 51 POSITION(S) HELD WITH FUND Trustee TERM OF OFFICE AND LENGTH OF TIME SERVED Until successor is elected and qualified - 5 years PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS Chief Financial Officer of GEAM since 1999; Chief Financial Officer of GEIC from 1999-2000 (when GEIC was merged into GEAM); Chief Financial Officer of GE Capital - Global Consumer Finance from 1996-1999; Chief Financial Officer of GE Capital - Commercial Finance from 1992 to 1996; Finance Director of GE Capital - TIFC from 1988-1992. NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE 8 OTHER DIRECTORSHIPS HELD BY TRUSTEE Trustee of Elfun Funds and General Electric Pension Trust since 1999 40 Additional Information, unaudited - -------------------------------------------------------------------------------- JUDITH A. STUDER - -------------------------------------------------------------------------------- ADDRESS c/o GEAM 3001 Summer St. Stamford, CT 06905 AGE 52 POSITION(S) HELD WITH FUND Trustee TERM OF OFFICE AND LENGTH OF TIME SERVED Until successor is elected and qualified - 1 year PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS Senior Vice President - International Equities of GEAM since 1995; Senior Vice President - Domestic Equities of GEAM from 1991-1995; Vice President of Domestic Equities from 1987-1991. NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE 8 OTHER DIRECTORSHIPS HELD BY TRUSTEE Trustee of Elfun Funds and General Electric Pension Trust since 2004 - -------------------------------------------------------------------------------- PROXY VOTING POLICIES AND PROCEDURES You may request without charge a description of the Trust's policies and procedures for voting proxies related to the Funds' portfolio securities by calling 1-800-242-0134. You may also view a description of those policies and procedures on the Funds' website at http://www.gefunds.com or on the SEC's website at http://www.sec.gov. 41 GE S&S Mutual Funds' Investment Team INVESTMENT ADVISER GE Asset Management Incorporated PROGRAM TRUSTEES AND OFFICERS OF THE INVESTMENT ADVISER John H. Myers, TRUSTEE, PRESIDENT AND CHIEF EXECUTIVE OFFICER, GE ASSET MANAGEMENT INCORPORATED David B. Carlson, TRUSTEE, EXECUTIVE VICE PRESIDENT, DOMESTIC EQUITIES Michael J. Cosgrove, TRUSTEE, EXECUTIVE VICE PRESIDENT, CHIEF COMMERCIAL OFFICER Ralph R. Layman, TRUSTEE, EXECUTIVE VICE PRESIDENT, INTERNATIONAL EQUITIES Alan M. Lewis, TRUSTEE, EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY Robert A. MacDougall, TRUSTEE, EXECUTIVE VICE PRESIDENT, FIXED INCOME Donald W. Torey, TRUSTEE, EXECUTIVE VICE PRESIDENT, ALTERNATIVE INVESTMENTS AND REAL ESTATE John J. Walker, TRUSTEE, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER Judith A. Studer, TRUSTEE, SENIOR VICE PRESIDENT, INTERNATIONAL EQUITIES Kathryn Karlic, EXECUTIVE VICE PRESIDENT, FIXED INCOME PORTFOLIO MANAGERS GE S&S PROGRAM MUTUAL FUND Team led by David B. Carlson GE S&S INCOME FUND Team led by Robert A. MacDougall* INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG LLP * As of January 29, 2005, Paul M. Colonna assumed responsibility as lead portfolio manager for the Fund. CUSTODIAN State Street Bank & Trust Company SHAREHOLDER SERVICING AGENT Address all inquiries INSIDE the Program to: GE S&SP Transaction Processing Center P.O. Box 44079 Jacksonville, FL 32231-4079 Address all inquiries OUTSIDE the Program to: GE Funds c/o PFPC, Inc. P.O. Box 9838 Providence, RI 02940 Shareholder Services DAILY VALUE, YIELDS/PERFORMANCE: 1-800-843-3359 INSIDETHE SAVINGS & SECURITY PROGRAM Shares or units held INSIDE the Program have been credited to your account as a result of contributions and investment earnings. For a statement summarizing your account balance in the Program, please refer to Your Personal Share statement (a copy of which may be obtained at the web site listed below) or GE Savings and Security Program Annual Statement. You may obtain additional information and process account transactions on investments held INSIDE the Program by calling: GE S&SP TRANSACTION PROCESSING CENTER: 1-800-432-4313 OR VISIT BENEFITS.GE.COM OUTSIDE THE SAVINGS & SECURITY PROGRAM If shares of Program Mutual and Income Funds have been distributed to you from the Program, information on these investments may be obtained by calling: GE ASSET MANAGEMENT-- SHAREHOLDER SERVICES: 1-800-242-0134 OR VISIT WWW.GEFUNDS.COM 43 [This Page Intentionally Left Blank] ITEM 2. CODE OF ETHICS. Please refer to the Code of Ethics included in the following link: www.ge.com/files/usa/en/commitment/social/integrity/downloads/english.pdf ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Board of Trustees of the registrant has determined that both John R. Costantino and William J. Lucas are designated as audit committee financial experts for the Funds; and further that it is the finding of the Boards that Messrs. Costantino and Lucas, the audit committee financial experts, qualify as being 'independent' pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) AUDIT FEES. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements, or services that are normally provide by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods were $16,465 in 2003 and $19,213 in 2004. (b) AUDIT RELATED FEES. There were no fees billed by the Auditor for assurance and related services that were related to the performance of the audit for the Registrant during the Reporting Periods. (c) TAX FEES. There were no fees billed for professional services rendered by the Auditor for tax compliance, tax advice or tax planning for the Registrant during the Reporting Periods. (d) ALL OTHER FEES. There were no fees billed for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Registrant during the Reporting Periods. (e) (1) AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. The Audit Committee of the S&S Funds (the "Funds") Board of Trustees is responsible, among other things, for the appointment, compensation and oversight of the work of the Fund's independent accountants/auditors (the "Auditor"). As part of this responsibility and to ensure that the Auditor's independence is not impaired, the Audit Committee (1) pre-approves the audit and non-audit services provided to the Funds by the Auditor, and (2) all non-audit services provided to the Funds' investment adviser and covered affiliates (as defined in the Audit Committee Charter) that provide ongoing services to the Funds if the services directly impact the Funds' operations or financial reporting, in accordance with the Audit Committee Charter. Following are excerpts from the Audit Committee Charter that sets forth the pre-approval policies and procedures: 1. Selection and Pre-Approval of Auditor and Approval of Fees. (i) The Audit Committee shall pre-approve the selection of the Auditor and shall recommend for ratification the selection, retention or termination of the Auditor by the full Board, including the independent Trustees/Directors, and, in connection therewith, shall evaluate the independence of the Auditor, including: (i) an evaluation of whether the Auditor provides any consulting services to the Fund's investment adviser and the extent to which the Auditor provides non-audit services to the Fund's investment adviser and certain other affiliated service providers as defined in Section 2(f) below, which services are not subject to the pre-approval requirements set forth in Section 4 below; (ii) an evaluation of the extent to which the Auditor has any relationships with the Fund or its affiliated persons that are brought to the attention of the Audit Committee by the Auditor in accordance with applicable standards of the Independence Standards Board ("ISB"), because, in the Auditor's professional judgment, such relationships may reasonably be thought to bear on the Auditor's independence with respect to the Fund; and (iii) monitoring the Auditor's compliance with respect to the rotation requirements for the lead and coordinating partners having primary responsibility for the Fund's audits and any partner responsible for the reviewing the Fund's audits. The Audit Committee shall review the Auditor's specific representations as to its independence. (b) The Audit Committee shall pre-approve and review the fees charged by the Auditor for audit and non-audit services to be provided to the Fund and certain affiliated service providers (as defined in Section 2(f) below) in accordance with the pre-approval requirements set forth in Section 4 below. The Fund shall provide for appropriate funding, as determined by the Audit Committee, to compensate the Auditor for any authorized service provided to the Fund. 2. Meetings with the Auditor. The Audit Committee shall meet with the Auditor, including private meetings, prior to the commencement of substantial work on the audit and following the conclusion of the audit, as well as such other times as the Audit Committee shall deem necessary or appropriate. The Auditor shall report directly to the Audit Committee. The Auditor shall report at least annually, concerning the following and other pertinent matters: (a) to review the arrangements for and scope of the annual audit and any special audits; (b) to provide the Auditor the opportunity to report to the Audit Committee, on a timely basis, all critical accounting policies and practices to be used; (c) to discuss any matters of concern relating to the Fund's financial statements, including: (i) any adjustments to such statements recommended by the Auditor, or other results of said audit(s), and (ii) any alternative treatments of financial information within GAAP that have been discussed with Fund management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Auditor; (d) to provide the Auditor the opportunity to report to the Audit Committee, on a timely basis, any material written communication between the Auditor and Fund management, such as any management letter or schedule of unadjusted differences; (e) to discuss the opinion the Auditor has rendered regarding the Fund's financial statements; (f) to report all non-audit services that do not require Audit Committee pre-approval and are provided to certain affiliated persons of the Fund, including: (1) the Fund's investment adviser or sub-advisers (but excluding any investment sub-adviser whose role is primarily portfolio management and is overseen by the investment adviser), (2) the Fund's principal underwriter, and (3) any entity controlling, controlled by, or under common control with the investment adviser or principal underwriter, that provides "ongoing" services to the Funds in accordance with the pre-approval requirements of paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X (each, a "Covered Affiliate" and collectively, "Covered Affiliates"); (g) to review, in accordance with current standards of ISB, all relationships between the Auditor and the Fund or its affiliated persons that, in the Auditor's professional judgment, may reasonably be thought to bear on its independence, and to confirm, in light of such information, whether the Auditor believes, in its professional judgment, that it may properly serve as independent accountants/auditors with respect to the Fund; (h) to consider the Auditor's comments with respect to the Fund's financial policies, procedures and internal accounting controls and responses thereto by the Fund's officers and Fund management, as well as other personnel; (i) to investigate any improprieties or suspected improprieties in the operations of the Fund to the extent necessary or appropriate in light of any internal investigations by the Fund's officers and/or by officers or employees of the Fund management of such improprieties; (j) to receive periodic reports concerning regulatory changes and new accounting pronouncements that significantly affect the value of the Fund's assets and their financial reporting; (k) to report on the Fund's qualification under Subchapter M of the Internal Revenue Code, amounts distributed and reported to shareholders for Federal tax purposes and the Fund's tax returns; and (l) to provide the Auditor the opportunity to report on any other matter that the Auditor deems necessary or appropriate to discuss with the Audit Committee. If the Auditor's report on the above-listed (and other pertinent) matters is not made in person to the Audit Committee within 60 days following the end of the Fund's fiscal year, the Auditor shall deliver a written report to the Audit Committee concerning these matters within such 60 day period. 3. Change in Accounting Principles. The Audit Committee shall consider the effect upon the Fund of any changes in accounting principles or practices proposed by the Auditor or the Fund's officers. 4. Pre-Approval of Audit Related Services and Permissible Non-Audit Services. The Audit Committee shall pre-approve both audit (including audit, review, and attest) services and permissible non-audit services provided to the Fund and, if the nature of the engagement relates directly to the operations and financial reporting of the Fund, permissible non-audit services provided to any Covered Affiliate. The Audit Committee may determine to delegate the authority to grant pre-approvals to one or more Audit Committee members, each acting on behalf of the Audit Committee. In this event, the member of the Audit Committee so delegated shall report each delegated pre-approval to the Audit Committee at its next regularly scheduled meeting. The Audit Committee may also adopt and follow, in lieu of explicit pre-approval described above, written policies and procedures detailed as to the particular service, designed to safeguard the continued independence of the Auditor, consistent with the requirements of the Act and SEC regulations thereunder. Notwithstanding the foregoing, the pre-approval requirement concerning permissible non-audit services provided to the Fund or any Covered Affiliate is waived if: (1) the aggregate amount of all such non-audit services provided constitutes no more than five percent (5%) of the total amount of revenues paid to the Auditor by the Fund and the Covered Affiliates during the fiscal year in which the services are provided that would have to be pre-approved by the Audit Committee, (2) the non-audit services were not recognized as non-audit services at the time of the engagement, and (3) such non-audit services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or one or more designated members of the Audit Committee prior to the completion of the audit. 5. Prohibited Activities of the Auditor. The Audit Committee shall confirm with the Auditor that it is not performing contemporaneously (during the audit and professional engagement period) non-audit services for the Fund that the Audit Committee believes may taint the independence of the Auditor. The Auditor will be responsible for informing the Audit Committee of whether it believes that a particular non-audit service is permissible or prohibited pursuant to applicable regulations and standards. (2) PERCENTAGE OF SERVICES IN PARAGRAGHS (b) THROUGH (d) APPROVED BY AUDIT COMMITTEE. No fees were charged during 2003 or 2004 for audit related, tax or other services as indicated in sections (b) through (d) of this Item. (f) Not applicable. (g) NON-AUDIT FEES. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $154,897 in 2003 and $334,355 in 2004. (h) AUDITOR INDEPENDENCE. There were no non-audit services rendered to Service Affiliates that were not pre-approved. ITEM 5. Audit Committee of Listed Registrants The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrant's audit committee members are: John R. Costantino, William J. Lucas and Robert P. Quinn. ITEM 6. Schedule of Investments. Attached as part of ITEM 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Applicable only to Closed-End Management Investment Companies. ITEM 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Applicable only to Closed-End Management Investment Companies. ITEM 9. Submission of Matters to a Vote of Security Holders. No material changes. ITEM 10. CONTROLS AND PROCEDURES. The officers providing the certifications in this report in accordance with Rule 30a-3 under the Investment Company Act of 1940 have concluded, based on their evaluation of the registrant's disclosure controls and procedures (as such term is defined in such rule), that such controls and procedures are adequate and reasonably designed to achieve the purpose described in paragraph (c) of such rule. There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their last evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 11. EXHIBITS. (a) Not applicable. (b) Attached hereto as Exhibit 1 and Exhibit 2 are the Certifications of Michael J. Cosgrove and Robert Herlihy as principal executive officer and principal financial officer, respectively, as required by Rule 30a-2 under the Investment Company Act of 1940. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. GENERAL ELECTRIC S&S PROGRAM MUTUAL FUND By: /S/John H. Myers John H. Myers TRUSTEE, PRESIDENT AND CHIEF EXECUTIVE OFFICER, GE ASSET MANAGEMENT INCORPORATED Date: March 08, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /S/John H. Myers John H. Myers Chairman, S&S FUNDS Date: March 08, 2005 By: /S/ROBERT HERLIHY Robert Herlihy TREASURER, S&S Program Mutual Fund Date: March 08, 2005 EXHIBIT INDEX (b)(1) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2 under the Investment Company Act of 1940. (b)(2) Certification of principal executive officer and principal financial officer as required by Section 906 of the Sarbanes-Oxley Act of 2002. EX-99.CERT 2 sspgmcsr302cert.txt CERTIFICATIONS PURSUANT TO SECTION 302 SECTION 302 CERTIFICATIONS CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, John H. Myers, certify that: 1. I have reviewed this report on Form N-CSR of S&S Program Mutual Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding reliability of financial reporting and preparation of the financial statements for external purposes in accordance with generally accepted accounting principles. c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during second fiscal quarter of the period covered by this report that has materially effected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably, likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: March 08, 2005 John H. Myers Trustee, President and Chief Executive Officer GE Asset Management Incorporated. SECTION 302 CERTIFICATIONS CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Robert Herlihy, certify that: 1. I have reviewed this report on Form N-CSR of S&S Program Mutual Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding reliability of financial reporting and preparation of the financial statements for external purposes in accordance with generally accepted accounting principles. c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during second fiscal quarter of the period covered by this report that has materially effected, or is reasonably likely to materially affect,the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably, likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: March 08, 2005 Robert Herlihy Treasurer, S&S Program Mutual Fund EX-99.906 CERT 3 ssprmcsr906cert.txt CERTIFICATIONS PURSUANT TO SECTION 906 Exhibit (b)(2) SECTION 906 CERTIFICATIONS In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Registrant. By: John H. Myers Trustee, President and Chief Executive Officer GE Asset Management Incorporated Date: March 08, 2005 By: Robert Herlihy Treasurer, S&S Program Mutual Fund Date: March 08, 2005 [A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.] -----END PRIVACY-ENHANCED MESSAGE-----