<PAGE>
[Letterhead of Sutherland, Asbill & Brennan LLP]
May 1, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: State Farm Life Insurance Company
Variable Annuity Separate Account
Post-Effective Amendment No. 2
File No. 333-19189
-----------------------------------
Commissioners:
On behalf of State Farm Life Insurance Company Variable Annuity
Separate Account (the "Variable Account"), we are transmitting for filing
with the Securities and Exchange Commission pursuant to Rule 485(b) under the
Securities Act of 1933 (the "Act"), Rule 8b-16 under the Investment Company
Act of 1940, and Rule 101(a) of Regulation S-T, a conformed electronic format
copy of post-effective amendment number 2 (the "Amendment") to the Variable
Account's registration statement on Form N-4. The Amendment has been marked
to show changes from post-effective amendment number 1.
The Amendment is being filed to bring the financial statements up
to date and to effect other non-material changes that the registrant deems
appropriate. The Amendment has been manually signed by the persons specified
in the Act. Pursuant to Rule 302(b) of Regulation S-T, the Variable Account
will retain the manually executed copy of the Amendment. We represent that
the Amendment does not contain any disclosure that would render it ineligible
to become effective pursuant to Rule 485(b) under the Act.
If you have any questions regarding the Amendment, please contact
the undersigned at 202-383-0158 or Lloyd Bernard at 202-383-0261.
Sincerely,
/s/ Stephen E. Roth
-----------------------------
Stephen E. Roth
Enclosures
cc: Lloyd Bernard
Patricia Dysart
<PAGE>
As filed with the Securities and Exchange Commission on May 1, 1998
File No. 333-19189
File No. 811-08001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 2 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 3 [X]
STATE FARM LIFE INSURANCE COMPANY
VARIABLE ANNUITY SEPARATE ACCOUNT
(Exact Name of Registrant)
STATE FARM LIFE INSURANCE COMPANY
(Name of Depositor)
One State Farm Plaza
Bloomington, Illinois 61710-0001
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number: (309) 766-0886
Laura P. Sullivan
One State Farm Plaza
Bloomington, Illinois 61710-0001
(Name and Address of Agent for Service of Process)
Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the Registration Statement.
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 1, 1998 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_] on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
TITLE OF SECURITIES BEING REGISTERED:
Individual variable deferred annuity policies.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Rules 481(a) and 495(a)
Showing location in Part A (prospectus) and Part B (Statement of Additional
Information) of registration statement of information required by Form N-4
<TABLE>
<CAPTION>
PART A
ITEM OF FORM N-4 PROSPECTUS CAPTION
<S> <C>
1. Cover Page....................... Cover Page
2. Definitions...................... Index of Terms
3. Synopsis......................... Fee Table; Profile
4. Condensed Financial Information.. How is the performance of the Policy presented?
5. General
(a) Depositor.................... What other information should I know?
(b) Registrant................... What other information should I know?
(c) Portfolio Company............ What are my allocation options under the Policy?
(d) Fund Prospectus.............. Cover Page
(e) Voting Rights................ What other information should I know?
(f) Administrators............... What other information should I know?
6. Deductions and Expenses
(a) General...................... What are the expenses under the Policy?
(b) Sales Load %................. Fee Table; Example
(c) Special Purchase Plan........ How do I purchase a Policy?
(d) Commissions.................. What other information should I know?
(e) Fund Expenses................ Fee Table; Example
(f) Expenses - Registrant........ Fee Table; What are the expenses under the Policy?
(g) Organizational Expenses...... N/A
7. Contracts
(a) Persons with Rights.......... What is the Policy?; What are my annuity options?; How do I invest
in a Policy?; How do I access my money?; What other information
should I know?
(b)(i) Allocation of Purchase
Payments................ What are my allocation options?
(ii) Transfers................. What are my allocation options?
(iii) Exchanges................. N/A
(c) Changes...................... What other information should I know?
(d) Inquiries.................... What other information should I know?
8. Annuity Period................... What are my annuity options?
9. Death Benefit.................... Does the Policy have a Death Benefit?
</TABLE>
<PAGE>
<TABLE>
<S> <C>
10. Purchases and Contract Value
(a) Purchases.................... How do I purchase a Policy?
(b) Valuation.................... What are my allocation options under the Policy?
(c) Daily Calculation............ What are my allocation options under the Policy?
(d) Underwriter.................. What other information should I know?
11. Redemptions
(a) - By Owners.................. How do I access my money?
- By Annuitant............... What are my annuity options?
(b) Texas ORP.................... N/A
(c) Check Delay.................. N/A
(d) Lapse........................ N/A
(e) Free Look.................... What else should I know about the Policy?
12. Taxes........................... How will my investment in the Policy be taxed?
13. Legal Proceedings............... What other information should I know
about the Policy?
14. Table of Contents for the
Statement of Additional
Information.................... Table of Contents of the Statement of
Additional Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART B
ITEM OF FORM N-4 PART B CAPTION
<S> <C>
15. Cover Page...................... Cover Page
16. Table of Contents............... Table of Contents
17. General Information and
History......................... N/A
18. Services
(a) Fees and Expenses of
Registrant................... N/A
(b) Management Contracts......... N/A
(c) Custodian.................... N/A
Independent Public
Accountant................... Experts
(d) Assets of Registrant......... N/A
(e) Affiliated Persons........... N/A
(f) Principal Underwriter........ Distribution of the Policies
19. Purchase of Securities
Being Offered................... Distribution of the Policies
Offering Sales Load............. N/A
20. Underwriters.................... Distribution of the Policies
21. Calculation of Performance
Data............................ Calculation of Historical Performance Data
22. Annuity Payments................ Annuity Payment Provisions
23. Financial Statements............ Financial Statements
PART C -- OTHER INFORMATION
ITEM OF FORM N-4 PART C CAPTION
24. Financial Statements and
Exhibits........................ Financial Statements and Exhibits
(a) Financial Statements......... (a) Financial Statements
(b) Exhibits..................... (b) Exhibits
25. Directors and Officers of
the Depositor................... Directors and Officers of the Depositor
26. Persons Controlled By or
Under Common Control
with the Depositor or Persons Controlled By or under Common Control with the Depositor
Registrant...................... or Registrant
27. Number of Contract Owners....... Number of policy owners
28. Indemnification................. Indemnification
29. Principal Underwriters.......... Principal Underwriter
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
30. Location of Accounts and
Records......................... Location of Books and Records
31. Management Services............. Management Services
32. Undertakings.................... Undertakings and Representations
Signature Page.................. Signatures
</TABLE>
<PAGE>
Profile Dated May 1, 1998
STATE FARM VARIABLE DEFERRED ANNUITY POLICY
STATE FARM LIFE INSURANCE COMPANY VARIABLE
ANNUITY SEPARATE ACCOUNT
OF STATE FARM LIFE INSURANCE COMPANY
P.O. Box 2307
Bloomington, Illinois, 61702-2307
Telephone: (888) 702-2307 (Toll free)
THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
KNOW AND CONSIDER BEFORE PURCHASING A POLICY. THE POLICY IS MORE FULLY DESCRIBED
IN THE FULL PROSPECTUS THAT ACCOMPANIES THIS PROFILE. PLEASE READ THAT
PROSPECTUS CAREFULLY.
"We," "us," and "our" refer to State Farm Life Insurance Company.
"You" and "your" refer to the owner of a Policy.
1. What Is The Policy?
The Policy is a contract between you and us, State Farm Life Insurance Company.
We have designed the Policy to be both an investment vehicle and a source of
lifetime retirement income. You purchase the Policy by paying an initial premium
or by making periodic premium payments, or both, and you add money when you can.
When you want annuity payments to begin, you choose an "Annuity Date," and we
will start sending you payments. There are also other ways to access your money,
each of which is discussed below.
The Policy permits you to allocate premiums to six subdivisions, or
"subaccounts," of the State Farm Life Insurance Company Variable Annuity
Separate Account (the "Variable Account"). Each subaccount invests in a
corresponding investment portfolio (each, a "Fund") of the State Farm Variable
Product Trust. The value of the premiums you allocate to the Funds will
fluctuate depending on market conditions. Therefore, you bear the investment
risk on your Policy value in the Funds. If you allocate premiums to our fixed
account (the "Fixed Account"), we will guarantee principal and interest. The
Policy value you accumulate before the Annuity Date will determine the amount of
annuity payments you receive.
The Policy offers important features. The Funds are professionally managed. Your
earnings generally grow tax-free until withdrawn, but if you withdraw money
before you are 59 1/2 years old, you may have to pay income tax and an
additional 10% IRS tax penalty. When you decide you want to start receiving
annuity payments, you can choose an annuity option that will provide you with a
lifetime income.
2. What Are My Annuity Options?
When you want to begin receiving annuity payments, you can choose from four
annuity options. If you choose a "life annuity," you will receive payments as
long as the Annuitant lives (for example, if you have named yourself as the
Annuitant, you will receive payments for as long as you live). If you choose a
"life annuity with certain period," you will receive payments as long as the
Annuitant lives or to the end of the certain period, if longer. If you choose a
"joint and last survivor life annuity," you will receive payments as long as the
Annuitant or a second designated person (such as your spouse) is alive. If you
choose a "fixed year annuity," you will receive payments for the number of years
chosen.
We will use the money you have accumulated under your Policy to provide annuity
payments. We will not deduct a surrender charge on annuitization if the Policy
has been in force at least five Policy Years and if the payments are made under
a "life annuity," "life annuity with certain period," or a "joint and last
survivor life annuity." You tell us how much of your money to apply to fixed
annuity payments and how much to apply to variable annuity payments. Policy
value that you apply to provide fixed annuity payments will be allocated to the
Fixed Account. Under a "life annuity," "life annuity with certain period," or a
"joint and last survivor life annuity," the amount of each annuity payment will
be the same. Under the "fixed years" annuity option, the payments will never be
less than the minimum payment stated in the Policy. Policy value that you apply
to provide variable annuity payments will be allocated to the Funds you select,
and the amount of each annuity payment will vary according to the investment
performance of those Funds.
3. How Do I Purchase A Policy?
You can purchase a Policy through any one of our authorized agents. Under most
circumstances, the minimum initial premium for a non-tax-qualified Policy is
$1,200 and $600 for tax-qualified Policies. (If you participate in one of our
special monthly payment plans, you may pay monthly premiums of $100 or more for
non-tax-qualified plans and $50 or more for tax-qualified plans). The minimum
initial premium requirements are higher if you are age 66 or more. You may pay
additional premiums of at least $50 at any time before the Annuity Date.
4. What Are My Allocation Options?
There are seven different allocation options under the Policy. You can allocate
premiums to one or more of the six
1 -------
<PAGE>
"subaccounts" of the Variable Account. Each subaccount, in turn, invests in a
corresponding Fund of the State Farm Variable Product Trust. The six Funds are:
Large Cap Equity Index Fund
Small Cap Equity Index Fund
International Equity Index Fund
Stock and Bond Balanced Fund
Bond Fund
Money Market Fund
You can also allocate premiums to the Fixed Account. We will pay you interest on
your Policy value in the Fixed Account at an effective annual rate of at least
3%.
5. What Are The Expenses Under The Policy?
Insurance Charges. Once each year, we deduct a $30 Annual Administrative Fee. We
currently waive this charge if the amount of total premiums you have paid is at
least $50,000. We also deduct a daily mortality and expense risk charge from the
assets of the Variable Account, currently equal on an annual basis to 1.15%.
Surrender Charge. State Farm may deduct a surrender charge when you make a
withdrawal or surrender the Policy, when you take annuity payments, or when
proceeds are paid upon your death (unless you are also the Annuitant). We will
not deduct a surrender charge on annuitization if the Policy has been in force
at least five Policy Years and if the payments are made under a "life annuity,"
"life annuity with certain period," or a "joint and last survivor life annuity."
No surrender charge is deducted when a Death Benefit is paid upon the
Annuitant's death, regardless of how many Policy years have elapsed or how the
Death Benefit is paid. The surrender charge is calculated as a percentage of the
amount withdrawn or surrendered. The applicable percentage is 7% in the first
Policy Year, and declines by 1% in each following Policy Year, until it reaches
0% in the eighth Policy Year.
Fund Expenses. There are Fund expenses, which range on an annual basis from
0.36% to 0.75% of the average daily value of your money invested in the Funds.
The following chart is designed to help you understand the expenses that you
will pay under the Policy. The column "Total Annual Insurance Charges" shows the
total of the $30 Annual Administrative Fee (which, for purposes of the chart, is
assumed to be 0.12% of the value of an average Policy) and the 1.15% mortality
and expense risk charge. The column "Total Annual Fund Charges" shows the
investment charges for each Fund. The charges shown for each Fund reflect the
fact that the investment adviser to the Funds has agreed to bear the expenses
incurred by a Fund (other than the Stock and Bond Balanced Fund and the
International Equity Index Fund), other than the investment advisory fee, that
exceed 0.10% of such Fund's average daily net assets. The investment adviser to
the Funds has agreed to bear the expenses incurred by the International Equity
Index Fund, other than the investment advisory fee, that exceed 0.20% of that
Fund's average daily net assets. These expense limitations are voluntary and may
be terminated by the adviser at any time. The column "Total Annual Charges"
shows the combined total of the Total Annual Insurance Charges and Total Annual
Fund Charges columns. The next two columns show you two examples of the charges,
in dollars, you would pay under a Policy for each $1,000 you paid when you
purchased the Policy. The examples assume that the average Policy Accumulation
Value is $25,000 so that the Annual Administrative Fee is 0.12% and that your
Policy earns 5% annually before charges. For more information about the expenses
under the Policy, refer to the "Fee Table" in the full prospectus that
accompanies this Profile.
<TABLE>
<CAPTION>
If you surrender
or annuitize All charges
Total your Policy at the excluding
Annual end of 1 year you surrender charges,
Insurance Total Annual Total would pay the assessed over
Fund Charges Fund Charges Annual Charges following expenses a 10 year period
<S> <C> <C> <C> <C> <C>
Large Cap Equity Index
Fund 1.27% 0.36% 1.63% $ 89 $ 197
Small Cap Equity Index
Fund 1.27% 0.50% 1.77% $ 91 $ 213
International Equity
Index Fund 1.27% 0.75% 2.02% $ 93 $ 240
Money Market Fund 1.27% 0.50% 1.77% $ 91 $ 213
Bond Fund 1.27% 0.60% 1.87% $ 92 $ 224
Stock and Bond
Balanced Fund 1.27% 0.46%(1) 1.73% $ 90 $ 208
</TABLE>
(1) The investment adviser to the Funds has agreed not to be paid an investment
advisory fee for performing its services for the Stock and Bond Balanced
Fund and has agreed to bear any other expenses incurred by the Stock and
Bond Balanced Fund. (The investment adviser may change this at any time.)
However, the investment adviser will receive investment advisory fees from
managing the underlying Funds in which the Stock and Bond Balanced Fund
invests -- the Large Cap Equity Index Fund and the Bond Fund. Under normal
circumstances, the Stock and Bond Balanced Fund will attempt to maintain
approximately 60% of its net assets in shares of the Large Cap Equity Index
Fund and approximately 40% of its net assets in shares of the Bond Fund.
Based on these percentages, an approximate investment advisory fee can be
derived for the Stock and Bond Balanced Fund. This derived fee is used for
the purpose of showing the Stock and Bond Balanced Fund's annual expenses in
the table above. The underlying funds will also incur other expenses of up
to 0.10% (which is also reflected in the table above).
- - ---------
2
<PAGE>
6. How Will My Investment in The Policy Be Taxed?
You should consult a qualified tax adviser with regard to your Policy.
Generally, taxation of earnings under variable annuities is deferred until
amounts are withdrawn and distributions made. The deferral of taxes on earnings
under variable annuity policies is designed to encourage long-term personal
savings and supplemental retirement plans. The taxable portion of a withdrawal
or distribution is taxed as ordinary income.
7. How Do I Access My Money?
Prior to the Annuity Date, if you want to take money out of your Policy, you can
choose among several different options. You can withdraw part of your money. You
can surrender the Contract, taking the proceeds as a single lump sum payment or
applying the proceeds to an annuity option. You can also take withdrawals using
our systematic withdrawal program. After the Annuity Date, if you have selected
the "fixed year" annuity option, you may request withdrawals. Prior to the
Annuity Date, a surrender charge may apply to withdrawals and surrenders. The
amount of the surrender charge ranges from 7% of the amount withdrawn or
surrendered in the first Policy Year to 0% in the eighth Policy Year.
Withdrawals and surrenders may be subject to income tax and to a tax penalty.
8. How Is The Performance of The Policy Presented?
As of December 31, 1997, neither the Subaccounts nor the Funds had commenced
operations. Therefore, no performance data is presented.
9. Does The Policy Have A Death Benefit?
The Policy offers a minimum Death Benefit if the Annuitant dies before the
Annuity Date. The amount of the Death Benefit will be the greater of (1) the sum
of all premiums paid less any withdrawals and less any applicable surrender
charges deducted, or (2) the value of your Policy. Both amounts will be
determined as of the end of the Valuation Period during which we receive due
proof of death.
10. What Other Information Should I Know?
The Policy has several additional features that you may be interested in,
including the following.
Free Look Right. You should know that you have a "free-look right"; that is, the
right to return the Policy to us at our Home Office or to an authorized State
Farm agent and have us cancel the Policy within a certain number of days
(usually 10 days from the date you receive the Policy, but some states require
different periods). If you exercise this right, we will cancel the Policy as of
the day of mailing or delivery and send you a refund equal to the greater of (1)
the premiums paid under the Policy during the free-look period, or (2) your
Policy value (without the deduction of a surrender charge). All premiums are
allocated to the Fixed Account during the free-look period.
Transfers. On or before the Annuity Date, you may transfer Policy value from one
Subaccount to another Subaccount(s) or to the Fixed Account. The minimum amount
of Policy value that may be transferred from a Subaccount is $250, or, if less,
the entire Policy value in that Subaccount. You may also transfer Policy value
from the Fixed Account to another Subaccount(s), but only once each Policy year
and only during the 30-day period following the end of each Policy year. The
maximum amount that may be transferred from the Fixed Account is generally the
greater of 25% of the Policy value in the Fixed Account or $1,000.
After the Annuity Date the only type of transfer permitted is a transfer of
annuity units from one Subaccount to another Subaccount. This is limited to four
transfers per year and only applies if variable annuity payments have been
elected.
Dollar-Cost Averaging. Our dollar-cost averaging program permits you to
systematically transfer a set dollar amount from the Subaccount investing in the
Money Market Fund or the Subaccount investing in the Bond Fund to any
Subaccounts and/or the Fixed Account, subject to certain limitations. The
dollar-cost averaging method of investment is designed to reduce the risk of
making purchases only when the price of units in a Subaccount is high.
Portfolio Rebalancing Program. The Portfolio Rebalancing program will reallocate
on a periodic basis your Policy value among the Subaccounts to return to the
percentages you have chosen. Certain limitations apply.
Systematic Withdrawal Program. Our systematic withdrawal program provides an
automatic monthly, quarterly, semi-annual or annual payment to you from the
amounts you have accumulated in the Subaccounts and/or the Fixed Account.
Surrender charges may apply and certain restrictions apply.
11. How Can I Make Inquiries?
If you need further information about the Policy, please write us at our home
office, call us at (888) 702-2307 (Toll free), or contact an authorized State
Farm Agent. The address of our home office is:
State Farm Life Insurance Company
P.O. Box 2307
Bloomington, IL 61702-2307
Telephone: (888) 702-2307 (Toll free)
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<PAGE>
PROSPECTUS DATED MAY 1, 1998
STATE FARM VARIABLE DEFERRED ANNUITY POLICY
STATE FARM LIFE INSURANCE COMPANY VARIABLE ANNUITY
SEPARATE ACCOUNT
OF STATE FARM LIFE INSURANCE COMPANY
P.O. Box 2307
Bloomington, Illinois 61702-2307
Telephone: (888) 702-2307 (Toll free)
UNLESS OTHERWISE INDICATED, THIS PROSPECTUS DESCRIBES THE OPERATION OF THE
POLICY BEFORE THE ANNUITY DATE. DEFINITIONS OF CERTAIN TERMS USED IN THIS
PROSPECTUS MAY BE FOUND BY REFERRING TO THE INDEX OF TERMS.
This prospectus describes an individual variable deferred annuity policy (the
"Policy") offered by State Farm Life Insurance Company ("State Farm," "we,"
"us," or "our"). The Policy is designed to be both an investment vehicle and a
source of lifetime retirement income. The purchaser of a Policy (the "Owner,"
"you," or "your") can purchase the Policy by making a minimum initial premium
payment, by making periodic payments under a special monthly purchase plan, or
both. The Owner then determines the amount and timing of additional premium
payments.
The Owner may allocate premiums and transfer Policy Accumulation Value to the
State Farm Life Insurance Company Variable Annuity Separate Account (the
"Variable Account") and also to State Farm's general account (the "Fixed
Account"), within certain limits. The Variable Account is divided into
subaccounts (each, a "Subaccount"). Each Subaccount invests in a corresponding
investment portfolio (each, a "Fund") of State Farm Variable Product Trust (the
"Trust"). The Funds currently available are the Large Cap Equity Index Fund,
Small Cap Equity Index Fund, International Equity Index Fund, Bond Fund, Money
Market Fund, and Stock and Bond Balanced Fund. The accompanying prospectus for
the Trust describes each of the Funds, including the risks of investing in each
Fund, and provides other information about the Trust.
The Policy provides for a Cash Surrender Value. Because this value is based on
the performance of the Funds, to the extent of allocations to the Variable
Account, there is no guaranteed Cash Surrender Value or guaranteed minimum Cash
Surrender Value. On any given day, the Cash Surrender Value could be more or
less than the premiums paid. The Policy also permits withdrawals, within certain
limits. The Policy provides additional benefits, including four annuity options,
a minimum Death Benefit upon the Annuitant's death, and dollar cost averaging,
portfolio rebalancing and systematic withdrawal programs.
This prospectus sets forth basic information about the Policy and the Variable
Account that a prospective purchaser ought to know before purchasing a Policy.
This prospectus should be read carefully and retained for future reference. A
prospectus or prospectus profile for the State Farm Variable Product Trust must
accompany this prospectus and should be read in conjunction with this
prospectus.
Additional information about the Policy and the Variable Account is contained in
the Statement of Additional Information, which has been filed with the
Securities and Exchange Commission. The Statement of Additional Information is
dated the same as this prospectus and is incorporated herein by reference. The
Table of Contents for the Statement of Additional Information is on page 18 of
this prospectus. You may obtain a copy of the Statement of Additional
Information free of charge by writing to or calling State Farm at the address or
phone number shown above. The SEC maintains an Internet site at
http://www.sec.gov that contains the Statement of Additional Information,
material incorporated by reference, and other information regarding the Policy
and the Variable Account.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
<PAGE>
Table of Contents
<TABLE>
<S> <C>
Index of Terms 2
Fee Table 3
EXAMPLE 4
1. What is the Policy? 5
2. What are my annuity options? 5
3. How do I purchase a Policy? 6
Applying for a Policy 6
Initial Premium 6
Issuance of a Policy 6
Exchange Privilege: Variable Deferred Annuity 6
Free-Look Right to Cancel Policy 6
Making Additional Premium Payments 7
4. What are my allocation options? 7
Premium Allocations 7
Subaccount Options 7
Fixed Account Option 8
Transfers 8
Dollar-Cost Averaging 8
Portfolio Rebalancing Program 8
Policy Accumulation Value 9
Cash Surrender Value 9
Subaccount Policy Accumulation Value 9
Accumulation Unit Values 9
Net Investment Factor 9
Fixed Policy Accumulation Value 9
5. What are the expenses under the Policy? 9
Surrender Charge 10
Annual Administrative Fee 10
Transfer Processing Fee 10
Mortality and Expense Risk Charge 10
Fund Expenses 10
6. How will my investment in the Policy be
taxed? 10
Introduction 10
Tax Status of the Policies 11
Tax Treatment of Annuities 11
Taxation of Non-Qualified Policies 11
Taxation of Qualified Policies 12
Other Tax Consequences 13
Possible Changes in Taxation 13
7. How do I access my money? 13
Withdrawals 13
Surrenders 13
Systematic Withdrawal Program 14
Requesting Payments and Telephone
Transactions 14
8. How is the performance of the Policy
presented? 14
9. Does the Policy have a Death Benefit? 15
10. What other information should I know? 15
State Farm and the Variable Account 15
Modification 17
Distribution of the Policies 17
Legal Proceedings 17
Reports to Policy Owners 17
Financial Statements 17
11. How can I make inquiries? 17
</TABLE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING
IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE.
1 -------
<PAGE>
Index of Terms
ACCUMULATION UNIT -- A unit of measure used to calculate Variable Policy
Accumulation Value.
ACCUMULATION UNIT VALUE -- The value of a Subaccount's Accumulation Unit. A
Subaccount's Accumulation Unit Value varies to reflect the performance of the
underlying Fund, and may increase or decrease from Valuation Day to Valuation
Day.
ANNUITANT -- The person whose life determines the Annuity Payments payable under
the Policy and whose death determines the Death Benefit.
ANNUITY DATE -- You may choose this date, which can be no later than the Final
Annuity Date. If a Death Benefit is payable and an annuity option is chosen, the
Annuity Date will be the date at the end of the Valuation Period during which we
receive due proof of the Annuitant's death. Payment intervals start on this
date. The first annuity payment is at the end of the first payment interval.
CASH SURRENDER VALUE -- The Policy Accumulation Value less any applicable
Surrender Charge and less any applicable Annual Administrative Fee.
CODE -- The United States Internal Revenue Code, as amended.
DOLLARS -- Any money we pay, or which is paid to us, must be in United States
dollars.
FINAL ANNUITY DATE -- The Policy Anniversary when the Annuitant is age 95 (85 in
Pennsylvania).
FIXED ACCOUNT -- Part of our General Account to which Policy Accumulation Value
may be transferred or premium payments may be allocated under a Policy.
FIXED ANNUITY PAYMENT -- An annuity payment supported by our General Account.
Under a "life annuity," "life annuity with certain period," or a "joint and last
survivor life annuity," the amount of each annuity payment will be the same.
Under the "fixed years" annuity option, the payments will never be less than the
minimum stated in the Policy.
FIXED POLICY ACCUMULATION VALUE -- The Policy Accumulation Value in the Fixed
Account.
GENERAL ACCOUNT -- Our assets not allocated to the Variable Account or any other
separate account.
HOME OFFICE -- P.O. Box 2307, Bloomington, Illinois 61702-2307. Telephone: (888)
702-2307.
INITIAL PREMIUM PAYMENT -- The amount shown in the Policy that was paid on the
Policy Date.
NET ASSET VALUE PER SHARE -- The value per share of any Fund on any Valuation
Day. The method of computing the Net Asset Value Per Share is described in the
prospectus for the Trust.
PAYEE -- If the Annuitant dies prior to the Annuity Date and a Death Benefit is
payable, the beneficiaries shown in the application, unless changed. If you cash
surrender the Policy, the persons that you have named. A payee can be other than
a natural person only if we agree.
POLICY ACCUMULATION VALUE -- The sum of the Variable Policy Accumulation Value
and the Fixed Policy Accumulation Value.
POLICY DATE -- The effective date of this Policy.
POLICY MONTH, YEAR, OR ANNIVERSARY -- Each Policy Month, Year, or Anniversary is
measured from the Policy Date.
REQUEST -- A written request signed by the person making the request. Such
request must be sent to and received by us and be in a form acceptable to us. We
may, in our sole discretion, accept telephone requests in connection with
certain transactions, in accordance with rules and procedures established by us.
SEC -- The United States Securities and Exchange Commission.
SUBACCOUNT -- A subdivision of the Variable Account, the assets of which are
invested in a corresponding Fund.
SUBACCOUNT POLICY ACCUMULATION VALUE -- The Policy Accumulation Value in a
Subaccount.
SUCCESSOR OWNER -- Your Successor Owner is named in the application if you are
not the Annuitant.
VALUATION DAY -- Each day on which both the New York Stock Exchange and the Home
Office are open for business except for a day that a Subaccount's corresponding
Fund does not value its shares. The New York Stock Exchange is currently closed
on weekends and on the following holidays: New Year's Day; Reverend Dr. Martin
Luther King Jr. Holiday; Presidents' Day; Good Friday; Memorial Day;
Independence Day (observed on July 3 in 1998); Labor Day; Thanksgiving Day; and
Christmas Day. During 1998, the Home Office is closed on the above-listed
holidays and on the Friday after Thanksgiving and the day before Christmas Day.
VALUATION PERIOD -- The period that starts at the close of regular trading on
the New York Stock Exchange on any Valuation Day and ends at the close of
regular trading on the next succeeding Valuation Day.
VARIABLE ACCOUNT -- A separate account of ours consisting of Subaccounts to
which premium payments may be allocated or Policy Accumulation Value may be
transferred.
VARIABLE ANNUITY PAYMENT -- An annuity payment that may vary in amount from one
payment to the next with the investment experience of one or more Subaccounts
you have chosen to support such payments.
VARIABLE POLICY ACCUMULATION VALUE -- The sum of all Subaccount Policy
Accumulation Values.
- - ---------
2
<PAGE>
Fee Table
The purpose of this Fee Table is to assist you in understanding the expenses
that you will pay directly or indirectly when you invest in the Policy.
Policy Owner Transaction Expenses
Surrender Charge (1)
<TABLE>
<CAPTION>
Year % of Amount Withdrawn
<S> <C>
1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
8 and over 0%
Transfer Processing Fee No charge for first 12
transfers
in a Policy Year;
thereafter, $25 fee per
transfer may be charged
Annual Administrative Fee $30 (waived if total
premiums paid are at least
$50,000)
Variable Account Annual
Expenses
(AS A PERCENTAGE OF VARIABLE
ACCOUNT VALUE)
Mortality and Expense Risk
Charge 1.15%(2)
</TABLE>
(1) After the first Policy Year, you may withdraw a portion of your Policy
Accumulation Value without incurring a surrender charge. This amount is
called the "Free Withdrawal Amount." The Free Withdrawal Amount is equal
to 10% of your Policy Accumulation Value as of the previous Policy
Anniversary. If the entire 10% is not withdrawn in a particular Policy
Year, the unused Free Withdrawal Amount does not carry over to the next
Policy Year. The surrender charge may be waived in certain additional
circumstances. We cannot deduct more than 8 1/2% of the total premiums
you have paid under the Policy. See "Surrender Charge," page 10.
(2) The amount shown in the Fee Table reflects the mortality and expense
risk charge currently charged. The maximum mortality and expense risk
charge that we can charge is 1.25%. See "Mortality and Expense Risk
Charge," page 10.
Table A
Fund Annual Expenses
(as a percentage of average daily net assets)
The investment advisory fees shown below are the actual amounts expected to be
incurred in the current fiscal year for each of the Funds, other than the Stock
and Bond Balanced Fund. (The expenses of the Stock and Bond Balanced Fund are
shown in Table B.) Other Expenses are based on estimated amounts for the current
fiscal year and reflect the fact that the investment adviser to the Funds has
agreed to bear the expenses incurred by each Fund (other than the International
Equity Index Fund), other than the investment advisory fee, that exceed 0.10% of
such Fund's average daily net assets. The investment adviser to the Funds has
agreed to bear the expenses incurred by the International Equity Index Fund,
other than the investment advisory fee, that exceed 0.20% of that Fund's average
daily net assets. These expense limitation arrangements are voluntary and can be
eliminated by the investment adviser at any time.
<TABLE>
<CAPTION>
Other Expenses Total Annual Expenses
Investment (after expense limitation) (after expense limitation)
Fund Advisory Fees (3) (3)
<S> <C> <C> <C>
Large Cap Equity Index
Fund 0.26% 0.10% 0.36%
Small Cap Equity Index
Fund 0.40% 0.10% 0.50%
International Equity Index
Fund 0.55% 0.20% 0.75%
Bond Fund 0.50% 0.10% 0.60%
Money Market Fund 0.40% 0.10% 0.50%
</TABLE>
(3) Absent this expense limitation, estimated Other Expenses for the Large Cap
Equity Index Fund, Small Cap Equity Index Fund, International Equity Index
Fund, Bond Fund, and Money Market Fund would be 0.11%, 0.13%, 0.28%, 0.25%,
and 0.35%, respectively.
3 -------
<PAGE>
Table B
Annual Expenses of Stock and Bond Balanced Fund
(as a percentage of average daily net assets)
The Stock and Bond Balanced Fund invests primarily in the Large Cap Equity Index
Fund and the Bond Fund. The Stock and Bond Balanced Fund will not pay investment
advisory fees directly, but will indirectly bear its share of the investment
advisory fees incurred by the Large Cap Equity Index Fund and the Bond Fund.
Therefore, the investment results of the Stock and Bond Balanced Fund will be
net of these fees. The relative amounts that the Stock and Bond Balanced Fund
invests in the Large Cap Equity Index Fund and the Bond Fund at any one time
will fluctuate, but under normal circumstances, the Stock and Bond Balanced Fund
will attempt to maintain approximately 60% of its net assets in shares of the
Large Cap Equity Index Fund and approximately 40% of its net assets in shares of
the Bond Fund. Based on these percentages, an approximate investment advisory
fee can be derived for the Stock and Bond Balanced Fund. This derived fee is
used for the purpose of showing the Stock and Bond Balanced Fund's annual
expenses in the table below and for purposes of the Example below.
By investing in the Large Cap Equity Index Fund and the Bond Fund, the Stock and
Bond Balanced Fund will indirectly bear its share of those underlying Funds'
Other Expenses and will incur its own Other Expenses. The amounts shown for
these Other Expenses reflect the fact that the investment adviser to the Funds
has agreed to bear the expenses incurred by each underlying Fund, other than the
investment advisory fee, that exceed 0.10% of such Fund's average daily net
assets, and that the investment adviser to the Funds has agreed to bear all of
the Stock and Bond Balanced Fund's own Other Expenses. This expense limitation
arrangement is voluntary and can be eliminated by the investment adviser at any
time.
<TABLE>
<CAPTION>
Total Annual
Other Expenses of Expenses of Stock
Other Expenses of Stock and Bond and Bond Balanced
Investment Advisory Underlying Funds Balanced Fund Fund
Fees of Underlying (after expense (after expense (after expense
Fund Funds limitation) limitation) (4) limitation)
<S> <C> <C> <C> <C>
Stock and Bond Balanced
Fund 0.36% .10% 0.0% 0.46%
</TABLE>
(4) Absent this expense arrangement, estimated Other Expenses for the Stock and
Bond Balanced Fund would be 0.43%.
EXAMPLE
The purpose of the following Example is to demonstrate the expenses that you
would pay on a $1,000 investment in the Variable Account. The Example is
calculated based on the fees and charges shown in the tables above. For a more
complete description of these expenses, see "What are the expenses under the
Policy?" beginning on page 9 of this prospectus, and see the prospectus for the
Trust. The Example assumes that the average Policy Accumulation Value is
$25,000, so that the Annual Administration Fee is 0.12%. The tables above and
the Example do not reflect transfer processing fees. You might incur transfer
processing fees if you make more than twelve transfers in a Policy Year. See
"Transfer Processing Fee," page 10. The Example assumes you have invested all
your money in the Variable Account.
<TABLE>
<CAPTION>
You would pay the following expenses on a
$1,000 initial premium, assuming a 5%
annual return on assets and the charges 1. If you surrender or annuitize your 2. If you do not surrender or annuitize
and expenses listed in the Fee Table Policy at the end of the stated time your Policy at the end of the stated time
above: period: period:
<S> <C> <C> <C> <C>
Fund 1 Year 3 Years 1 Year 3 Years
Large Cap Equity Index Fund $ 89 $ 102 $ 17 $ 53
Small Cap Equity Index Fund $ 91 $ 107 $ 18 $ 57
International Equity Index Fund $ 93 $ 114 $ 21 $ 65
Bond Fund $ 92 $ 110 $ 19 $ 60
Money Market Fund $ 91 $ 107 $ 18 $ 57
Stock and Bond Balanced Fund $ 90 $ 105 $ 18 $ 56
</TABLE>
The Example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown. The assumed
5% annual rate of return is hypothetical and should not be considered a
representation of past or future annual returns, which may be greater or less
than this assumed rate.
- - ---------
4
<PAGE>
1. What is the Policy?
The Policy is an individual variable deferred annuity policy offered by us,
State Farm Life Insurance Company. Under the terms of the Policy, we promise to
pay you annuity payments after the Annuity Date. Until the Annuity Date, you may
pay premiums under the Policy, and you will generally not be taxed on increases
in the value of your Policy as long as you do not take distributions. When you
use the Policy in connection with a tax-qualified retirement plan, federal
income taxes may be deferred on your premium payments, as well as on increases
in the value of your Policy. See "How will my investment in the Policy be
taxed?," page 10. The Policy may not be available in all states.
When you pay premiums, you can allocate those premiums to one or more of the six
subdivisions of the Variable Account, known as "Subaccounts." Premiums allocated
to a Subaccount will be invested solely in a Fund, as you direct. Your Policy
value in a Subaccount, called the "Subaccount Policy Accumulation Value," will
vary according to the performance of the corresponding Fund. Depending on market
conditions, your Subaccount Policy Accumulation Value in each Subaccount could
increase or decrease. The total of the Subaccount Policy Accumulation in each
Subaccount is called the Variable Policy Accumulation Value.
You can also allocate premiums to our Fixed Account. Your Policy value in the
Fixed Account is called the Fixed Policy Accumulation Value. When you allocate
premium to the Fixed Account, we guarantee principal and interest. See "Fixed
Account Option," page 8.
You can request that we transfer Policy Accumulation Value from one account to
another, subject to certain conditions. See "Transfers," page 8.
2. What are my Annuity Options?
You choose the Annuity Date when you want annuity payments to begin. The Annuity
Date must come on or before the Final Annuity Date, which is the Policy
Anniversary when the Annuitant is age 95 (85 in Pennsylvania). You select an
annuity option from those listed below, and indicate whether you want your
annuity payments to be fixed or variable or a combination of fixed and variable.
If an annuity option for the Cash Surrender Value is not chosen by the Final
Annuity Date, we will pay you the Cash Surrender Value in one sum. On the
Annuity Date, the Cash Surrender Value under the Policy will be used to provide
annuity payments. If your Policy has been in force for at least five Policy
Years, and you choose a "life annuity," "life annuity with certain period," or a
"joint and last survivor life annuity," no surrender charge will be deducted.
Unless you request otherwise, any money that you have invested in the
Subaccounts will be used to provide variable annuity income, and any money that
you have invested in the Fixed Account will be used to provide a fixed annuity
income.
Your first annuity payment, whether fixed or variable, will be based on the
amount of proceeds applied under the annuity option you have selected and on
"annuity purchase rates" based on the Annuitant's age and sex and, if
applicable, upon the age and sex of a second designated person. The annuity
purchase rate that we apply will never be lower than the rate shown in your
Policy.
If you have told us you want fixed annuity payments, under a "life annuity,"
"life annuity with certain period," or a "joint and last survivor life annuity,"
the amount of each annuity payment will be the same. Under the "fixed years"
annuity option, the payments will never be less than the minimum payment stated
in the Policy.
If you told us you want variable annuity payments, the amount of variable
annuity payments will vary according to the investment performance of the Funds
you have selected to support your variable annuity payments.
You can choose either 1, 3, 6, or 12 month intervals to receive annuity
payments. Payment intervals start on the Annuity Date. The first annuity payment
is made at the end of the first payment interval. If any payment would be less
than $100, we may change the payment interval to the next longer interval. If on
the Annuity Date the payment for the 12 month interval is less than $100, we may
pay the Cash Surrender Value on that date in one sum.
5 -------
<PAGE>
We may require satisfactory proof that the Annuitant is living when each annuity
payment is due. If proof is required, payments will stop until such proof is
given. If any payment is made by check and the Annuitant personally endorses the
check on or after the date on which such payment is due, no other proof will be
required.
If you have selected the "fixed years" annuity option, you may request
withdrawals at any time.
The available annuity options are:
Option 1 -- Life Annuity. Payments will be made to you at the end of each
payment interval as long as the Annuitant lives.
Option 2 -- Life Annuity with Certain Period. Payments will be made to you at
the end of each payment interval as long as the Annuitant lives or to the end of
the certain period, if longer. The certain period can be any number of years
from 5 to 20. You must choose the number of years if you choose this option.
However, for payments under a tax-qualified plan, the certain period cannot
exceed the life expectancy of the Owner.
Option 3 -- Joint and Last Survivor Life Annuity. Payments will be paid to you
at the end of each payment interval as long as the Annuitant or a second
designated person is alive. You must name the second person on or before the
Annuity Date.
Option 4 -- Fixed Years. Payments will be made to you at the end of each payment
interval for the number of years chosen. You must choose the number of years
from 5 to 30. However, for payments under a tax-qualified plan, the number of
years chosen cannot exceed the life expectancy of the Owner.
You may elect State Farm's "Additional Deposit Rider." This feature is available
only in connection with certain tax-qualified Policies. The Additional Deposit
Rider permits you to make a single premium payment at the time you select an
Annuity Option in order to increase the amount of payment under the annuity
option you select. There is an additional charge deducted from the premium
payment.
3. How Do I Purchase A Policy?
Applying for a Policy. To purchase a Policy, you must complete an application
and submit it to an authorized State Farm agent. You must pay an initial premium
at least equal to the minimum required and/or make periodic payments under a
special monthly payment plan. See "Initial Premium," below. We reserve the right
not to accept an application for any lawful reason.
Initial Premium. The Policy may be purchased to use in connection with
tax-qualified plans, or it may be purchased on a non-tax-qualified basis. To
purchase a non-tax-qualified Policy, you may not be more than 85 years old on
the Policy Date. (You may not be more than 75 years old in Pennsylvania.) To
purchase a tax-qualified Policy, you must be at least 16 years old and not older
than 70 years old (85 years old for Roth IRA) on the Policy Date. You must also
make a minimum initial premium payment or make periodic payments under a special
monthly payment plan, depending on how old you are and whether you are
purchasing a tax-qualified or non-tax-qualified Policy, as shown in the
following table:
<TABLE>
<CAPTION>
Issue Age Issue Age
0-65 66 or more
<S> <C> <C>
Minimum initial premium
required for
non-tax-qualified policy $1,200 $ 5,000
($100 PER
MONTH
FOR SPECIAL
MONTHLY
PAYMENT PLAN)
Minimum initial premium
required for
tax-qualified policy $600 $ 25,000
($50 PER MONTH ($2,000 FOR
FOR SPECIAL ROTH IRA)
MONTHLY
PAYMENT PLAN)
</TABLE>
Issuance of a Policy. Once we receive your initial premium and your completed
application at our Home Office, we will usually issue your Policy within two
Valuation Days. However, if you did not give us all the information we need, we
will try to contact you to get the additional needed information. If we cannot
complete the application within five Valuation Days, we will either send your
money back or obtain your permission to keep your money until we receive all the
necessary information. The Policy Date of your Policy will be the date the
initial premium is received, except when the premium is received on the 29th,
30th, or 31st of any month. The Policy Date of these Policies will be the 28th
of that month.
Exchange Privilege: Variable Deferred Annuity. State Farm will permit the policy
owner of a State Farm deferred annuity contract which has not yet been
annuitized to exchange such contract for a Variable Deferred Annuity. If a State
Farm deferred annuity is exchanged for a State Farm Variable Deferred Annuity,
State Farm will waive any surrender charge on the deferred annuity. State Farm
can change this program at any time.
Free-Look Right to Cancel Policy. During your "free-look" period, you may cancel
your Policy. The free-look period expires 10 days after you receive your Policy.
Some states may require a longer period. If you decide to cancel the Policy, you
must return it by mail or other delivery method to State Farm or to an
authorized State Farm agent. You will receive a refund equal to the greater of:
(i) the premium payments made under
- - ---------
6
<PAGE>
the Policy during the free-look period; or (ii) the Policy Accumulation Value
(without the deduction of a surrender charge) at the end of the Valuation Period
during which the Policy is received at our Home Office (if the Policy is
returned to the Home Office) or by our agent (if the Policy is returned to the
agent) for cancellation. Immediately after mailing or delivery, the Policy will
be deemed void from the beginning.
Making Additional Premium Payments. You may pay additional premiums of $50 or
more at any time before the Annuity Date. You may arrange for monthly premiums
to be paid via automatic deduction from your checking account. Any premium
received after the Policy Date will be credited to the Policy as of the end of
the Valuation Period during which it is received at our Home Office. We reserve
the right to refuse a premium if total premiums paid in a Policy Year would
exceed $30,000.
4. What Are My Allocation Options?
Premium Allocations. When you apply for a Policy, you specify the percentage of
premium to be allocated to each Subaccount of the Variable Account and to be
allocated to the Fixed Account. You can change the allocation percentages at any
time by sending a satisfactory written or telephone request to our Home Office
(provided we have your telephone authorization on file). The change will apply
to all premiums received at the same time or after we receive your request.
Premium allocations must be in percentages totaling 100%, and each allocation
percentage must be a whole number.
Until the free-look period expires, all premiums are allocated to the Fixed
Account. At the end of this period, Policy Accumulation Value is transferred to
the Subaccounts and/or remains in the Fixed Account based on the premium
allocation percentages in effect at the time of the transfer. For this purpose,
we assume your free-look period begins 10 days after we issue your Policy. The
transfer from the Fixed Account to the Subaccounts upon the expiration of the
free-look period does not count as a transfer for any other purposes under the
Policy.
Subaccount Options. The Variable Account has six Subaccounts, each investing in
a specific Fund of the Trust. The Trust is a series-type fund registered with
the Securities and Exchange Commission as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
State Farm Investment Management Corp. ("SFIM") serves as the investment adviser
of the Trust and conducts the business and affairs of the Trust. SFIM has
engaged Barclays Global Fund Advisors as the investment sub-adviser to provide
day-to-day portfolio management for the Large Cap, Small Cap, and International
Equity Index Funds. The investment objective(s) of each of the Funds in which
Subaccounts invest are summarized below. There is no assurance that these
objectives will be met.
The Large Cap Equity Index Fund seeks to match the performance of the Standard &
Poor's-Registered Trademark- Composite Index of 500 Stocks.(1) This Fund will
pursue its objective by investing primarily on a capitalization-weighted basis
in the securities comprising the index.
The Small Cap Equity Index Fund seeks to match the performance of the Russell
2000-Registered Trademark- Small Stock Index.(2) This Fund will pursue its
objective by investing primarily in a representative sample of stocks found in
the index.
The International Equity Index Fund seeks to match the performance of the Morgan
Stanley Capital International Europe, Australia and Far East Free
(EAFE-Registered Trademark- Free) Index.(3) This Fund will pursue its objective
by investing primarily in a representative sample of stocks found in the index.
The Bond Fund seeks to realize over a period of years the highest yield
consistent with prudent investment management through current income and capital
gains. This Fund will pursue its objective by investing primarily in high
quality debt securities.
The Money Market Fund seeks to maximize current income to the extent consistent
with the preservation of capital and maintenance of liquidity. This Fund will
pursue its objective by investing exclusively in high quality money market
instruments. AN INVESTMENT IN THE MONEY MARKET FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. This Fund will attempt to maintain a stable
net asset value of $1.00 per share, BUT THERE CAN BE NO ASSURANCE THAT THE FUND
WILL BE ABLE TO DO SO.
The Stock and Bond Balanced Fund seeks long-term growth of capital, balanced
with current income. This Fund will pursue its objective by investing primarily
in the Trust's Large Cap Equity Index Fund and Bond Fund.
(1) Standard & Poor's-Registered Trademark-, S&P-Registered Trademark-, S&P
500-Registered Trademark-, Standard & Poor's 500 and 500 are trademarks of The
McGraw-Hill Companies, Inc. and have been licensed for use by State Farm and the
Trust. Neither the State Farm Variable Deferred Annuity, the Large Cap Equity
Index Fund, nor the Stock and Bond Balanced Fund (the "Product and the Funds")
is sponsored, endorsed, sold or promoted by Standard & Poor's, and Standard &
Poor's makes no representation regarding the advisability of investing in the
Product and the Funds. (For more information regarding the S&P 500 Index, see
the SAI.)
(2) The Russell 2000-Registered Trademark- Index is a trademark/service mark of
the Frank Russell Company. Russell-TM- is a trademark of the Frank Russell
Company. The Small Cap Equity Index Fund (the "Fund") is not sponsored,
endorsed, sold or promoted by the Frank Russell Company, and the Frank Russell
Company makes no representation regarding the advisability of investing in the
Fund. (For more information regarding the Russell 2000 Index, see the SAI.)
(3) The Morgan Stanley Capital International Europe, Australia, and Far East
Free (EAFE-Registered Trademark- Free) Index is the exclusive property of Morgan
Stanley & Co. Incorporated ("Morgan Stanley"). Morgan Stanley Capital
International is a service mark of Morgan Stanley and has been licensed for use
by the Trust. The International Equity Index Fund (the "Fund") is not sponsored,
endorsed, sold or promoted by Morgan Stanley and Morgan Stanley makes no
representation regarding the advisability of investing in the Fund. (For more
information regarding the Morgan Stanley Capital International EAFE Free Index,
see the SAI.)
7 -------
<PAGE>
Further information about the Funds is contained in the accompanying prospectus
for the Trust, which you should read in conjunction with this prospectus. See
also "The Trust," page 16.
Fixed Account Option. The Fixed Account is part of our General Account. It is
not a separate account. Amounts allocated to the Fixed Account are credited with
interest for the period of allocation at rates determined in our sole
discretion, but in no event will interest credited on these amounts be less than
an effective annual rate of 3% per year, compounded annually. The current
interest rate is the Guaranteed Interest Rate plus any excess interest rate. The
current interest rate and the guarantee period for that rate are determined
periodically. Each guarantee period will be at least one year. You assume the
risk that interest credited thereafter may not exceed the guaranteed rate of 3%
per year. See "State Farm's Fixed Account Option," page 16. There are
significant limits on your right to transfer Policy Accumulation Value from the
Fixed Account. See "Transfers," below.
Transfers. Prior to the earlier of the Annuity Date or the date the Annuitant
dies, you may transfer Policy Accumulation Value from and among the Subaccounts
at any time after the end of the free-look period. The minimum amount of Policy
Accumulation Value that may be transferred from a Subaccount is $250, or, if
less, the entire Policy Accumulation Value held in that Subaccount. Fixed Policy
Accumulation Value may be transferred from the Fixed Account to a Subaccount or
Subaccounts only once each Policy Year and only during the 30-day period
following the end of each Policy Year. Unused transfers from the Fixed Account
do not carry over to the next Policy Year. The maximum transfer amount is the
greater of 25% of the Fixed Policy Accumulation Value on the date of the
transfer or $1,000, unless waived by us. The amount transferred must be at least
$250, or, if less, the Policy Accumulation Value held in the Fixed Account.
After the Annuity Date, you may request to transfer annuity units from one
Subaccount to another Subaccount. This is limited to four transfers per year and
only if variable annuity payments have been elected.
Transfer requests may be made by satisfactory written or telephone request if we
have your written telephone authorization on file. A transfer will take effect
at the end of the Valuation Period during which the request is received at our
Home Office. State Farm may, however, defer transfers under the same conditions
that we may delay paying proceeds. See "Requesting Payments and Telephone
Transactions," page 14. There is no limit on the number of transfers from and
among the Subaccounts. However, State Farm reserves the right to impose a $25
transfer processing fee on each transfer in a Policy Year in excess of twelve.
For purposes of assessing the transfer processing fee, each transfer request is
considered one transfer, regardless of the number of Subaccounts affected by the
transfer. Any unused "free" transfers do not carry over to the next Policy Year.
State Farm reserves the right to modify, restrict, suspend or eliminate the
transfer privileges, including telephone transfer privileges, at any time, for
any reason.
Dollar-Cost Averaging. The dollar-cost averaging program permits you to
systematically transfer on a monthly, quarterly, semi-annual, or annual basis a
set dollar amount from either the Subaccount investing in the Money Market Fund
(the "Money Market Subaccount") or the Subaccount investing in the Bond Fund
(the "Bond Subaccount") to any combination of Subaccounts and/or the Fixed
Account. If the Money Market Subaccount or the Bond Subaccount is the Subaccount
from which the transfer is made, it cannot also be used as one of the
Subaccounts in this combination. The dollar-cost averaging method of investment
is designed to reduce the risk of making purchases only when the price of
Accumulation Units is high, but you should carefully consider your financial
ability to continue the program over a long enough period of time to purchase
units when their value is low as well as when it is high. Dollar-cost averaging
does not assure a profit or protect against a loss.
You may elect to participate in the dollar-cost averaging program at any time
before the Annuity Date by sending us a written request. The minimum transfer
amount is $100 from the Money Market Subaccount or the Bond Subaccount, as
applicable. Once elected, it remains in effect from the date we receive your
request until the Annuity Date or until the value of the Subaccount from which
transfers are being made is depleted or until you cancel the program by written
request or by telephone, if we have your telephone authorization on file. You
can request changes in writing or by telephone, if we have your telephone
authorization on file. There is no additional charge for dollar-cost averaging.
A transfer under this program is not considered a transfer for purposes of
assessing a transfer processing fee. We reserve the right to discontinue
offering the dollar-cost averaging program at any time and for any reason.
Dollar-cost averaging is not available while you are participating in the
portfolio rebalancing program.
Portfolio Rebalancing Program. Once your money has been allocated among the
Subaccounts, the performance of each Subaccount may cause your allocation to
shift. You may instruct us to automatically rebalance (on a monthly, quarterly,
semi-annual, or annual basis) the value of your Policy in the Subaccounts to
return to the percentages specified in your allocation instructions. You may
elect to participate in this program at any time before the Annuity Date by
sending a written request to our Home Office. Your request will be effective
when we receive it. Your percentage allocations must be in whole percentages.
You may start and stop portfolio rebalancing at any time and make changes to
your allocations by written or telephone request, if we have your telephone
authorization on file. There is no additional charge for using
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this program. A transfer under this program is not considered a transfer for
purposes of assessing a transfer processing fee. We reserve the right to
discontinue offering the program at any time and for any reason. Portfolio
rebalancing does not guarantee a profit or protect against loss. Amounts in the
Fixed Account may not be used in connection with the portfolio rebalancing
program. The portfolio rebalancing program is not available while you are
participating in the dollar-cost averaging program.
Policy Accumulation Value. The Policy Accumulation Value serves as a starting
point for calculating certain values under a Policy. It is the aggregate of the
Subaccount Policy Accumulation Values and the Fixed Policy Accumulation Value
credited to the Policy. The Policy Accumulation Value is determined first on the
Policy Date and thereafter on each Valuation Day. The Policy Accumulation Value
will vary to reflect the performance of the Subaccounts to which premiums have
been allocated, interest credited on amounts allocated to the Fixed Account,
charges, transfers, withdrawals, and full surrenders. It may be more or less
than premiums paid.
Cash Surrender Value. The Cash Surrender Value on a Valuation Day is the Policy
Accumulation Value, reduced by any applicable surrender charge that would be
deducted if the Policy were surrendered that day and any applicable Annual
Administrative Fee.
Subaccount Policy Accumulation Value. On any Valuation Day, the Subaccount
Policy Accumulation Value in a Subaccount is equal to the number of Accumulation
Units attributable to that Subaccount multiplied by the Accumulation Unit Value
for that Subaccount for that Valuation Day. When you allocate an amount to a
Subaccount, either by premium allocation or transfer of Policy Accumulation
Value, your Policy is credited with Accumulation Units in that Subaccount. The
number of Accumulation Units is determined by dividing the dollar amount
allocated or transferred to the Subaccount by the Subaccount's Accumulation Unit
Value for that Valuation Day. Similarly, when an amount is transferred from a
Subaccount, a withdrawal is taken from the Subaccount, or the Policy is
surrendered, the number of Accumulation Units is determined by dividing the
dollar amount transferred, withdrawn or surrendered by the Subaccount's
Accumulation Unit Value for that Valuation Day.
Accumulation Unit Values. A Subaccount's Accumulation Unit Value is the value of
its Accumulation Unit. Accumulation Unit Values vary to reflect the investment
experience of the underlying Fund, and may increase or decrease from one
Valuation Day to the next. The Accumulation Unit Value for each Subaccount was
arbitrarily set at $10 when the Subaccount was established. For each Valuation
Period after the date of establishment, the Accumulation Unit Value is
determined by multiplying the Accumulation Unit Value for a Subaccount for the
prior Valuation Period by the net investment factor for the Subaccount for the
current Valuation Period.
Net Investment Factor. The net investment factor is an index used to measure the
investment performance of a Subaccount from one Valuation Period to the next.
The net investment factor for any Subaccount for any Valuation Period reflects
the change in the net asset value per share of the Fund held in the Subaccount
from one Valuation Period to the next, adjusted for the daily deduction of the
mortality and expense risk charge from assets in the Subaccount. If any
"ex-dividend" date occurs during the Valuation Period, the per share amount of
any dividend or capital gain distribution is taken into account. Also, if any
taxes need to be reserved, a per share charge or credit for any taxes reserved
for, which is determined by us to have resulted from the operations of the
Subaccount, is taken into account.
Fixed Policy Accumulation Value. The Fixed Policy Accumulation Value on any date
after the Policy Date is equal to: (1) the sum of the following amounts in the
Fixed Account: premium allocations, Policy Accumulation Value transfers to the
Fixed Account, and interest accruals (if the date is a Policy Anniversary it
also includes any dividend payments); minus (2) the sum of any withdrawals and
any applicable surrender charges or transfers to the Fixed Account including any
applicable transfer processing fee from the Fixed Account, as well as the
applicable portion of the Annual Administrative Fee.
5. What are the Expenses Under the Policy?
State Farm deducts the charges described below. The charges are for the services
and benefits provided, costs and expenses incurred and risks assumed by State
Farm under or in connection with the Policies. Services and benefits provided by
State Farm include: the ability for Owners to make withdrawals and surrenders
under the Policy; the Annuitant's Death Benefit; the available investment
options, including dollar cost averaging, portfolio rebalancing, and systematic
withdrawal programs; administration of the annuity options available under the
Policy; and the distribution of various reports to Owners. Costs and expenses
incurred by State Farm include those associated with various overhead and other
expenses associated with providing the services and benefits provided by the
Policy, sales and marketing expenses, and other costs of doing business. Risks
assumed by State Farm include the risks that Annuitants may live for a longer
period of time than estimated when the annuity factors under the Policy were
established, the amount of the Annuitant's Death Benefit will be greater than
Policy Accumulation Value, and the risks that the costs of providing the
services and benefits under the Policies will exceed the charges deducted. We
may profit from charges deducted, such as the mortality and expense risk charge,
and we may use that profit for any purpose, including the payment of
distribution charges.
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SURRENDER CHARGE
If you make a withdrawal or surrender the Policy during the first seven Policy
Years, State Farm may deduct a surrender charge calculated as a percentage of
the amount withdrawn or surrendered. The applicable percentage is 7% in the
first Policy Year, and declines by 1% in each following Policy Year, until it
reaches 0% in the eighth Policy Year. We may also deduct a surrender charge when
you take annuity payments or when proceeds are paid upon the Owner's death
(unless the Owner is also the Annuitant). However, we will not deduct a
surrender charge on annuitization if the Policy has been in force at least five
Policy Years and if the payments are made under a "life annuity," "life annuity
with certain period," or a "joint and last survivor life annuity." See "What are
my annuity options?," page 5. No surrender charge is deducted when a Death
Benefit is paid upon the Annuitant's death, regardless of how many Policy Years
have elapsed or how the Death Benefit is paid. See "Does the Policy have a Death
Benefit?," page 15.
If the Policy is surrendered, the surrender charge is deducted from the Policy
Accumulation Value in determining the Cash Surrender Value. If a withdrawal is
taken, the Surrender Charge is deducted from the Policy Accumulation Value
remaining after you have been paid the amount requested, and the surrender
charge will be calculated as the applicable percentage of the total amount
withdrawn. Unless you specify otherwise, we will deduct the surrender charge
from each Subaccount and the Fixed Account pro-rata. Each year after the first
Policy Year, you may withdraw a "Free Withdrawal Amount" without incurring a
surrender charge. For a table of surrender charges and a description of the Free
Withdrawal Amount, see the "Fee Table," page 3.
Example of Calculation of Surrender Charge. Assume the applicable surrender
charge percentage is 7% and you have requested a withdrawal of $100. You will
receive $100 and the surrender charge is $7.53, for a total withdrawal of
$107.53.
Waiver of Surrender Charge. We will not deduct a surrender charge if, at the
time we receive a request for a withdrawal or a surrender, we have received due
proof that the Annuitant is "Terminally Ill" or has been confined continuously
to an "Eligible Hospital" or "Eligible Nursing Home" for at least three months
before the date we receive the request. "Terminally Ill," "Eligible Hospital,"
and "Eligible Nursing Home" are defined in the Policy.
ANNUAL ADMINISTRATIVE FEE
We will deduct an annual administrative fee (1) on each Policy Anniversary, (2)
on the day of any surrender if the surrender is not on the Policy Anniversary,
or (3) on the Annuity Date if the Annuity Date is not on the Policy Anniversary.
We will waive this fee if total premiums of at least $50,000 have been paid
under a Policy at the time the Annual Administrative Fee would have otherwise
been deducted. The fee will be deducted from each Subaccount and the Fixed
Account on a pro-rata basis.
TRANSFER PROCESSING FEE
We reserve the right to deduct a transfer processing fee of $25 for the 13th and
each subsequent transfer during a Policy Year. For the purpose of assessing the
transfer processing fee, each written or telephone request is considered to be
one transfer, regardless of the number of Subaccounts affected by the transfer.
The transfer processing fee will be deducted from the Subaccount or the Fixed
Account from which the transfer is made. If a transfer is made from more than
one Subaccount and/or the Fixed Account at the same time, the transfer fee would
be deducted pro-rata from the Subaccounts and/or the Fixed Account. We reserve
the right to waive the transfer processing fee.
MORTALITY AND EXPENSE RISK CHARGE
State Farm currently deducts a daily charge from the assets in the Subaccounts
attributable to the Policies at an annual rate of 1.15% of net assets. This
charge is guaranteed not to exceed an annual rate of 1.25% of net assets. This
charge does not apply to Fixed Policy Accumulation Value attributable to the
Policies. This charge is factored into the net investment factor. See "Net
Investment Factor," page 9.
FUND EXPENSES
Because the Variable Account purchases shares of the various Funds, the net
assets of the Variable Account will reflect the investment advisory fees and
other operating expenses incurred by the Funds. A table of each Fund's advisory
fees and other expenses can be found in the front of this prospectus in the Fee
Table. For a description of each Fund's expenses, advisory fees and other
expenses, see the prospectus for the Trust.
6. How Will My Investment in the Policy be Taxed?
THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE.
INTRODUCTION
The following summary provides a general description of the Federal income tax
considerations associated with the Policy and does not purport to be complete or
to cover all tax situations. This discussion is not intended as tax advice.
Counsel or other competent tax advisers should be consulted for more complete
information. This discussion is based upon State Farm's understanding of the
present Federal income tax laws. No representation is made as to the likelihood
of continuation of the present Federal income tax laws or as to how they may be
interpreted by the Internal Revenue Service (the "IRS").
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The Policy may be purchased on a non-tax-qualified basis ("Non-Qualified
Policy") or purchased on a tax-qualified basis ("Qualified Policy"). Qualified
Policies are designed for use by individuals whose premium payments are
comprised solely of proceeds from and/or contributions under retirement plans
that are intended to qualify as plans entitled to special income tax treatment
under Sections 401(a), 403(b), 408, or 408A of the Code. The ultimate effect of
federal income taxes on the amounts held under a Policy, or annuity payments,
depends on the type of retirement plan, on the tax and employment status of the
individual concerned, and on our tax status. In addition, certain requirements
must be satisfied in purchasing a Qualified Policy with proceeds from a
tax-qualified plan and receiving distributions from a Qualified Policy in order
to continue receiving favorable tax treatment. Some retirement plans are subject
to distribution and other requirements that are not incorporated into our Policy
administration procedures. Owners, participants and Beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Policies comply with applicable law. Therefore,
purchasers of Qualified Policies should seek competent legal and tax advice
regarding the suitability of a Policy for their situation. The following
discussion assumes that Qualified Policies are purchased with proceeds from
and/or contributions under retirement plans that qualify for the intended
special federal income tax treatment.
TAX STATUS OF THE POLICIES
Diversification Requirements. The Code requires that the investments of the
Variable Account be "adequately diversified" in order for the Policies to be
treated as annuity contracts for Federal income tax purposes. It is intended
that the Variable Account, through the Funds, will satisfy these diversification
requirements.
In certain circumstances, owners of variable annuity contracts have been
considered for Federal income tax purposes to be the owners of the assets of the
Variable Account supporting their contracts due to their ability to exercise
investment control over those assets. When this is the case, the contract owners
have been currently taxed on income and gains attributable to the variable
account assets. There is little guidance in this area, and some features of the
Policies, such as the flexibility of an Owner to allocate premium payments and
transfer Policy Accumulation Values, have not been explicitly addressed in
published rulings. While State Farm believes that the Policies do not give
Owners investment control over Variable Account assets, State Farm reserves the
right to modify the Policies as necessary to prevent an Owner from being treated
as the owner of the Variable Account assets supporting the Policy.
Required Distributions. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any Non-Qualified Policy to
contain certain provisions specifying how your interest in the Policy will be
distributed in the event of your death. The Non-Qualified Policies contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to assure that they comply
with the applicable requirements when such requirements are clarified by
regulation or otherwise.
Other rules may apply to Qualified Policies.
The following discussion assumes that the Policies will qualify as annuity
contracts for Federal income tax purposes.
TAX TREATMENT OF ANNUITIES
In General. We believe that if you are a natural person you will not be taxed on
increases in the value of a Policy until a distribution occurs or until annuity
payments begin. (For these purposes, the agreement to assign or pledge any
portion of the Policy Accumulation Value, and, in the case of a Qualified
Policy, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)
TAXATION OF NON-QUALIFIED POLICIES
Non-Natural Person. The Owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the Policy
Accumulation Value over the "investment in the contract" (generally, the
premiums or other consideration paid for the contract) during the taxable year.
There are some exceptions to this rule and a prospective Owner that is not a
natural person may wish to discuss these with a tax adviser. The following
discussion generally applies to Policies owned by natural persons.
Withdrawals. When a withdrawal from a Non-Qualified Policy occurs, the amount
received will be treated as ordinary income subject to tax up to an amount equal
to the excess (if any) of the Policy Accumulation Value immediately before the
distribution over the Owner's investment in the Policy at that time.
In the case of a surrender under a Non-Qualified Policy, the amount received
generally will be taxable only to the extent it exceeds the Owner's investment
in the Contract.
Penalty Tax on Certain Withdrawals. In the case of a distribution from a
Non-Qualified Policy, there may be imposed a federal tax penalty equal to ten
percent of the amount treated as income. In general, however, there is no
penalty on distributions:
- made on or after the taxpayer reaches age 59 1/2;
- made on or after the death of an Owner;
- attributable to the taxpayer's becoming disabled; or
- made as part of a series of substantially equal periodic payments for the
life (or life expectancy) of the taxpayer.
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Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.
Annuity Payments. Although tax consequences may vary depending on the payment
option elected under an annuity contract, a portion of each annuity payment is
generally not taxed and the remainder is taxed as ordinary income. The non-
taxable portion of an annuity payment is generally determined in a manner that
is designed to allow you to recover your investment in the Policy ratably on a
tax-free basis over the expected stream of annuity payments, as determined when
annuity payments start. Once your investment in the Policy has been fully
recovered, however, the full amount of each annuity payment is subject to tax as
ordinary income.
Taxation of Death Benefit Proceeds. Amounts may be distributed from a Policy
because of your death or the death of the Annuitant. Generally, such amounts are
includible in the income of the recipient as follows: (i) if distributed in a
lump sum, they are taxed in the same manner as a surrender of the contract, or
(ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.
Transfers, Assignments or Exchanges of a Policy. A transfer or assignment of
ownership of a Policy, the designation of an Annuitant, the selection of certain
Annuity Dates, or the exchange of a Policy may result in certain tax
consequences to you that are not discussed herein. An Owner contemplating any
such transfer, assignment or exchange, should consult a tax advisor as to the
tax consequences.
Withholding. Annuity distributions are generally subject to withholding for the
recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.
Multiple Policies. All annuity contracts that are issued by State Farm (or its
affiliates) to the same Owner during any calendar year are treated as one
annuity contract for purposes of determining the amount includible in such
Owner's income when a taxable distribution occurs.
TAXATION OF QUALIFIED POLICIES
The Policies are designed for use with several types of qualified plans. The tax
rules applicable to participants in these qualified plans vary according to the
type of plan and the terms and conditions of the plan itself. Special favorable
tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions prior to age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Policies with the various types of qualified retirement plans. Policy Owners,
Annuitants, and Beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Policy, but we shall not be bound by the terms and conditions of such plans
to the extent such terms contradict the Policy, unless the Company consents.
Distributions. Annuity payments are generally taxed in the same manner as under
a Non-Qualified Policy. When a withdrawal from a Qualified Policy occurs, a pro
rata portion of the amount received is taxable, generally based on the ratio of
the Owner's investment in the Policy (generally, the premiums or other
consideration paid for the Policy) to the participant's total accrued benefit
balance under the retirement plan. For Qualified Policies, the investment in the
contract can be zero. For Roth IRAs, distributions are generally not taxed,
except as described below.
For qualified plans under Section 401(a) and 403(b), the Code requires that
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the Owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the Owner (or plan
participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the Owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time prior to the Owner's death.
Withholding. Distributions from certain qualified plans generally are subject to
withholding for the Owner's federal income tax liability. The withholding rates
vary according to the type of distribution and the Owner's tax status. The Owner
may be provided the opportunity to elect not to have tax withheld from
distributions. "Eligible rollover distributions" from section 401(a) plans and
section 403(b) tax-sheltered annuities are subject to a mandatory federal income
tax withholding of 20%. An eligible rollover distribution is the taxable portion
of any distribution from such a plan, except certain distributions that are
required by the Code or distributions in a specified annuity form. The 20%
withholding does not apply, however, if the Owner chooses a "direct rollover"
from the plan to another tax-qualified plan or IRA.
Brief descriptions follow of the various types of qualified retirement plans in
connection with a Policy. We will endorse the Policy as necessary to conform it
to the requirements of such plan.
Corporate and Self-Employed Pension and Profit Sharing Plans. Section 401(a) of
the Code permits corporate employers to establish various types of retirement
plans for employees, and permits self-employed individuals to establish these
plans for
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themselves and their employees. These retirement plans may permit the purchase
of the Policies to accumulate retirement savings under the plans. Adverse tax or
other legal consequences to the plan, to the participant, or to both may result
if this Policy is assigned or transferred to any individual as a means to
provide benefit payments, unless the plan complies with all legal requirements
applicable to such benefits prior to transfer of the Policy. Employers intending
to use the Policy with such plans should seek competent advice.
Individual Retirement Annuities. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
"Individual Retirement Annuity" or "IRA." These IRAs are subject to limits on
the amount that can be contributed, the deductible amount of the contribution,
the persons who may be eligible, and the time when distributions commence. Also,
distributions from certain other types of qualified retirement plans may be
"rolled over" or transferred on a tax-deferred basis into an IRA. There are
significant restrictions on rollover or transfer contributions from Savings
Incentive Match Plans (SIMPLE), under which certain employers may, effective
January 1, 1997, provide contributions to IRAs on behalf of their employees,
subject to special restrictions. Employers may establish Simplified Employee
Pension (SEP) Plans to provide IRA contributions on behalf of their employees.
Sales of the Policy for use with IRAs may be subject to special requirements of
the IRS.
Roth IRAs. Effective January 1, 1998, section 408A of the Code permits certain
eligible individuals to contribute to a Roth IRA. Contributions to a Roth IRA,
which are subject to certain limitations, are not deductible, and must be made
in cash or as a rollover or transfer from another Roth IRA or other IRA. A
rollover from or conversion of an IRA to a Roth IRA may be subject to tax, and
other special rules may apply. Distributions from a Roth IRA generally are not
taxed, except that, once aggregate distributions exceed contributions to the
Roth IRA, income tax and a 10% penalty tax may apply to distributions made (1)
before age 59 1/2 (subject to certain exceptions) or (2) during the five taxable
years starting with the year in which the first contribution is made to the Roth
IRA.
Tax Sheltered Annuities. Section 403(b) of the Code allows employees of certain
Section 501(c)(3) organizations and public schools to exclude from their gross
income the premium payments made, within certain limits, on a Policy that will
provide an annuity for the employee's retirement. These premium payments may be
subject to FICA (social security) tax.
OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the Federal tax consequences under
the Policies are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the Federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of Ownership or receipt of distributions
under a Policy depend on the individual circumstances of each Owner or recipient
of the distribution. A competent tax adviser should be consulted for further
information.
Possible Changes in Taxation. Although the likelihood of legislative change is
uncertain, there is always the possibility that the tax treatment of the
Policies could change by legislation or other means. For instance, the
President's 1999 Budget Proposal recommended legislation that, if enacted, would
adversely modify the federal taxation of the Policies. It is also possible that
any change could be retroactive (that is, effective prior to the date of the
change). A tax adviser should be consulted with respect to legislative
developments and their effect on the Policy.
7. How Do I Access My Money?
You may make withdrawals or a full surrender under the Policy. Proceeds are also
payable upon the death of the Owner or the Annuitant. See "Does the Policy have
a Death Benefit?," page 15. When you surrender the Policy or when proceeds are
payable on the death of an Owner or Annuitant, you can request that the proceeds
be paid under an annuity option. See "What are my annuity options?," page 5.
WITHDRAWALS
You may request to withdraw part of the Cash Surrender Value at any time prior
to the earlier of the Annuity Date or the date the Annuitant dies. (If you have
elected the "fixed years" annuity option, you may request withdrawals after the
Annuity Date. See "What are my annuity options?," page 5.) Requests for
withdrawals may be made in writing or by telephone, if we have your telephone
authorization on file. See "Requesting Payments and Telephone Transactions,"
page 14. Any withdrawal must be at least $500. We will pay you the withdrawal
amount in one sum. Under certain circumstances, payments of proceeds from a
withdrawal or surrender may be delayed. See "Requesting Payments and Telephone
Transactions," page 14.
When you request a withdrawal, you can direct how the withdrawal will be
deducted from your Policy Accumulation Value. If you provide no directions, the
withdrawal will be deducted from your Policy Accumulation Value in the
Subaccounts and Fixed Account on a pro-rata basis.
SURRENDERS
You may request surrender of the Policy at any time prior to the earlier of the
Annuity Date or the date the Annuitant dies. (If you have elected the "fixed
years" annuity option, you may request a surrender after the Annuity Date. See
"What are my annuity options?," page 5.) The Policy will terminate on the date
we receive your request or such later date as you might request. We will pay you
the Cash Surrender Value in one sum unless
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you choose an annuity option. After five Policy Years, if you choose a "life
annuity," "life annuity with certain period," or a "joint and last survivor life
annuity," no surrender charge is deducted. Under certain circumstances, payments
of proceeds from a withdrawal or surrender may be delayed. See "Requesting
Payments and Telephone Transactions," below.
SYSTEMATIC WITHDRAWAL PROGRAM
The systematic withdrawal program provides an automatic monthly, quarterly,
semi-annual, or annual payment to you from the amounts you have accumulated in
the Subaccounts and/or the Fixed Account. The minimum payment is $100. You may
elect to participate in the systematic withdrawal program at any time before the
Annuity Date by sending a written request to our Home Office. Once we have
received your request, the program will begin and will remain in effect until
your Policy Accumulation Value drops to zero, unless you cancel or make changes
in the program. Withdrawals under the systematic withdrawal program will be
deducted from your Policy Accumulation Value in the Subaccounts and the Fixed
Account on a pro-rata basis. You may cancel or make changes in the program at
any time by sending us a written request or by telephone if we have your
telephone authorization on file.
We will assess any applicable surrender charge on these withdrawals. See
"Surrender Charge," page 10. We do not deduct any other charges for this
program. We reserve the right to discontinue offering the systematic withdrawal
program at any time and for any reason.
REQUESTING PAYMENTS AND TELEPHONE TRANSACTIONS
Requesting Payments. Written requests for payment (except when telephone
requests are authorized by us) must be sent to our Home Office or given to an
authorized State Farm agent for forwarding to our Home Office. We will
ordinarily pay any Death Benefit, withdrawal, or surrender proceeds within seven
days after receipt at our Home Office of all the documents required for such a
payment. The amount will be determined as of the end of the Valuation Period
during which our Home Office receives all required documents. If no annuity
option has been chosen for a Death Benefit to be paid, or if the annuity option
chosen is not available, a Death Benefit generally will be paid through the
State Farm Benefit Management Account,-Registered Trademark- an interest bearing
checking account. We will send the State Farm Benefit Management
Account-Registered Trademark- checkbook to you within seven days after we
receive all required documents. A Beneficiary will have immediate access to the
proceeds by writing a check on the State Farm Benefit Management
Account.-Registered Trademark- Interest will be paid on the amount in the State
Farm Benefit Management Account-Registered Trademark- from the date due proof of
death is received at the Home Office to the date the State Farm Benefit
Management Account-Registered Trademark- is closed. Amounts in the State Farm
Benefit Management Account-Registered Trademark- are not insured by the Federal
Deposit Insurance Corporation or any other agency.
We may delay making a payment or processing a transfer request if: (1) the
disposal or valuation of the Variable Account's assets is not reasonably
practicable because the New York Stock Exchange is closed for other than a
regular holiday or weekend, trading is restricted by the SEC, or the SEC
declares that an emergency exists; or (2) the SEC by order permits postponement
of payment to protect State Farm's Policy Owners. We also may defer making
payments attributable to a check that has not cleared, and we may defer payment
of proceeds from the Fixed Account for a withdrawal or surrender request for up
to six months from the date we receive the request. However, Cash Surrender
Value paid under an annuity option will not be deferred.
Telephone Transactions. You may make certain requests under the Policy by
telephone if we have a written telephone authorization on file. These include
requests for transfers, withdrawals, changes in premium allocation instructions,
dollar-cost averaging changes, changes in the portfolio rebalancing program and
systematic withdrawal changes. Our Home Office will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine. Such
procedures may include, among others, requiring some form of personal
identification prior to acting upon instructions received by telephone,
providing written confirmation of such transactions, and/or tape recording of
telephone instructions. Your request for telephone transactions authorizes us to
record telephone calls. If reasonable procedures are not employed, we may be
liable for any losses due to unauthorized or fraudulent instructions. If
reasonable procedures are employed, we will not be liable for any losses due to
unauthorized or fraudulent instructions. We reserve the right to place limits,
including dollar limits, on telephone transactions.
8. How Is the Performance of the Policy Presented?
We may advertise or include in sales literature yields, effective yields and
total returns for the Subaccounts. Effective yields and total returns for the
Subaccounts are based on the investment performance of the corresponding
Portfolio of the Funds. THESE FIGURES ARE BASED ON HISTORICAL EARNINGS AND DO
NOT INDICATE OR PROJECT FUTURE PERFORMANCE. We may also advertise or include in
sales literature a Subaccount's performance compared to certain performance
rankings and indexes compiled by independent organizations, and we may present
performance rankings and indexes without such a comparison. More detailed
information about performance data appears in the Statement of Additional
Information.
The yield of the Subaccount investing in the Money Market Fund refers to the
annualized income generated by an investment in the Subaccount over a specified
seven-day period. The yield is calculated by assuming that the income generated
for that seven-day period is generated each seven-
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<PAGE>
day period over a 52-week period. The effective yield is calculated similarly
but, when annualized, the income earned by an investment in the Subaccount is
assumed to be reinvested. The effective yield will be slightly higher than the
yield because of the compounding effect of this assumed reinvestment.
The yield of a Subaccount (except the Money Market Subaccount) refers to the
annualized income generated by an investment in the Subaccount over a specified
30-day or one-month period. The yield is calculated by assuming that the income
generated by the investment during that 30-day or one-month period is generated
each period over a 12-month period.
The total return of a Subaccount refers to return quotations assuming an
investment under a Contract has been held in the Subaccount for various periods
of time. Average annual total return of a Subaccount tells you the return you
would have experienced if you allocated a $1,000 premium to a Subaccount for the
specified period. "Standardized" average annual total return reflects all
historical investment results, less all charges and deductions applied against
the Subaccount, including any surrender charge that would apply if you
terminated the Policy at the end of each period indicated, but excluding any
deductions for premium taxes. "Non-Standard" average annual total return
information may be presented, computed on the same basis as described above,
except that deductions will not include the Surrender Charge. In addition, we
may from time to time disclose average annual total return in non-standard
formats and cumulative total return for a Subaccount.
We may, from time to time, also disclose yield, standard total returns, and
non-standard total returns for the Funds. We may also disclose yield, standard
total returns, and non-standard total returns of funds or other accounts managed
by the Adviser or Subadviser with investment objectives similar to those of the
Funds, and Subaccount performance based on that performance data. Non-standard
performance will be accompanied by standard performance.
In advertising and sales literature, the performance of each Subaccount may be
compared to the performance of other variable annuity issuers in general or to
the performance of particular types of variable annuities investing in
underlying funds, or investment series of underlying funds with investment
objectives similar to each of the Subaccounts. Advertising and sales literature
may also present the performance of the Standard & Poor's-Registered Trademark-
Index of 500 Common Stocks, a widely used measure of stock performance, either
by itself or compared to the performance of one or more Subaccounts. This
unmanaged index assumes the reinvestment of dividends but does not reflect any
"deduction" for the expense of operating or managing an investment portfolio.
Other independent ranking services and indexes may also be used as a source of
performance comparison or presentation. We may also report other information,
including the effect of tax-deferred compounding on a Subaccount's investment
returns, or returns in general, which may be illustrated by tables, graphs, or
charts.
9. Does the Policy Have A Death Benefit?
If the Annuitant dies before the Annuity Date and a Death Benefit is payable,
the amount paid will be the greater of (1) the sum of all premiums paid less any
withdrawals and less any applicable surrender charges, and (2) the Policy
Accumulation Value. Both amounts will be calculated as of the end of the
Valuation Period during which we receive due proof of the Annuitant's death. If
the Death Benefit is payable and an annuity option is chosen, the Annuity Date
will be the date at the end of the Valuation Period during which we receive due
proof of the Annuitant's death. The beneficiary must choose the annuity option
as well as whether the annuity payments are to be fixed or variable or a
combination of fixed and variable. See "What are my annuity options?," page 5.
If no annuity option has been chosen for the Death Benefit to be paid, or if the
annuity option chosen is not available, the Death Benefit generally will be paid
through the State Farm Benefit Management Account-Registered Trademark-. See
"Requesting Payments and Telephone Transactions," page 14. For a discussion of
the order for payment to beneficiaries, as well as how beneficiaries are
designated, see "Payment of Proceeds Upon Death of Owner or Annuitant" in the
Statement of Additional Information.
If any Owner dies before the Annuity Date, unless the Owner is the Annuitant,
the Cash Surrender Value of the Policy will be payable. There are certain
exceptions to this rule. For a discussion of the rules for paying the proceeds
upon the death of an Owner, see "Death of Owner" in the Statement of Additional
Information.
10. What Other Information Should I Know?
STATE FARM AND THE VARIABLE ACCOUNT
State Farm Life Insurance Company. State Farm is an Illinois stock life
insurance company that is wholly-owned by State Farm Mutual Automobile Insurance
Company, an Illinois mutual insurance company. State Farm's Home Office is
located at One State Farm Plaza, Bloomington, Illinois 61710. State Farm was
incorporated in 1929 and has been continuously engaged in the life insurance
business since that year. State Farm is subject to regulation by the Insurance
Department of the State of Illinois as well as by the insurance departments of
all other states and jurisdictions in which it does business. State Farm sells
insurance in 46 states and the District of Columbia. State Farm also sells
insurance in the Canadian provinces of Alberta, New Brunswick, and Ontario.
State Farm submits annual statements on its operations and finances to insurance
officials in such
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states and jurisdictions. The Policy described in this prospectus has been filed
with and, where required, approved by, insurance officials in those
jurisdictions where it is sold.
State Farm's Fixed Account Option. The Fixed Account is part of State Farm's
general account assets. State Farm's general account assets are used to support
our insurance and annuity obligations other than those funded by separate
accounts. Subject to applicable law, State Farm has sole discretion over the
investment of the assets of the Fixed Account.
BECAUSE OF EXEMPTIVE AND EXCLUSIONARY PROVISIONS, INTERESTS IN THE FIXED ACCOUNT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR HAS THE FIXED
ACCOUNT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE 1940 ACT.
ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS THEREIN ARE SUBJECT TO
THE PROVISIONS OF THESE ACTS AND, AS A RESULT, THE STAFF OF THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE IN THIS PROSPECTUS RELATING
TO THE FIXED ACCOUNT. THE DISCLOSURE REGARDING THE FIXED ACCOUNT MAY, HOWEVER,
BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES
LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN A
PROSPECTUS.
The Variable Account. State Farm established the Variable Account as a separate
investment account under Illinois law on December 9, 1996. State Farm owns the
assets in the Variable Account and is obligated to pay all benefits under the
Policies. The Variable Account is used to support the Policies as well as for
other purposes permitted by law. The Variable Account is registered with the SEC
as a unit investment trust under the 1940 Act and qualifies as a "separate
account" within the meaning of the federal securities laws. Such registration
does not involve any supervision by the SEC of the management of the Variable
Account or State Farm. State Farm has established other separate investment
accounts, of which State Farm Life Insurance Company Variable Life Separate
Account is registered with the SEC under the 1940 Act.
The Variable Account is divided into Subaccounts, each of which currently
invests in shares of a specific Fund of the Trust. These Subaccounts buy and
redeem Fund shares at net asset value without any sales charge. Any dividend
from net investment income and distribution from realized gains from security
transactions of a Fund is reinvested at net asset value in shares of the same
Fund. Income, gains and losses, realized or unrealized, of a Subaccount are
credited to or charged against that Subaccount without regard to any other
income, gains or losses of State Farm. Assets equal to the reserves and other
contract liabilities with respect to each Subaccount are not chargeable with
liabilities arising out of any other business or account of State Farm. If the
assets exceed the required reserves and other liabilities, State Farm may
transfer the excess to its general account.
The Variable Account may include other Subaccounts that are not available under
the Policy and are not otherwise discussed in this prospectus. State Farm may
substitute another subaccount or insurance company separate account under the
Policies if, in State Farm's judgment, investment in a Subaccount should no
longer be possible or becomes inappropriate to the purposes of the Policies, or
if investment in another subaccount or insurance company separate account is in
the best interest of Owners. No substitution may take place without notice to
Owners and prior approval of the SEC and insurance regulatory authorities, to
the extent required by the 1940 Act and applicable law.
The Trust. State Farm Investment Management Corp. ("SFIM"), a wholly-owned
subsidiary of State Farm Mutual Automobile Insurance Company, serves as
investment adviser to the Trust. SFIM has engaged Barclays Global Fund Advisors
as the investment sub-adviser to provide day-to-day portfolio management for the
Large Cap Equity Index Fund, the Small Cap Equity Index Fund, and the
International Equity Index Fund. For more information concerning the investment
adviser and investment sub-adviser, please see the accompanying prospectus for
the Trust.
Voting of Fund Shares. State Farm is the legal owner of shares held by the
Subaccounts and as such has the right to vote on all matters submitted to
shareholders of the Funds. However, as required by law, State Farm will vote
shares held in the Subaccounts at regular and special meetings of shareholders
of the Funds in accordance with instructions received from Owners with Policy
Accumulation Value in the Subaccounts. To obtain voting instructions from
Owners, before a meeting of shareholders of the Funds, State Farm will send
Owners voting instruction materials, a voting instruction form and any other
related material. Shares held by a Subaccount for which no timely instructions
are received will be voted by State Farm in the same proportion as those shares
for which voting instructions are received. Should the applicable federal
securities laws, regulations or interpretations thereof change so as to permit
State Farm to vote shares of the Funds in its own right, State Farm may elect to
do so.
PREPARING FOR YEAR 2000.
Like all financial services providers, State Farm, in administering the
Policies, utilizes systems that may be affected by Year 2000 transition issues
and relies on service providers that also may be affected. State Farm has
developed, and is in the process of implementing, a Year 2000 transition plan,
and is confirming that its service providers are also so engaged. The resources
that are being devoted to this effort are substantial. We are unable to predict
the outcome of these efforts; however, as of the date of this prospectus, it is
not anticipated that
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Owners will experience negative effects with respect to their Policies as a
result of Year 2000 transition implementation. Business application systems and
external interfaces will be tested, prioritized and remediated as necessary to
provide continuous, uninterrupted service. Our target date for completion is
June, 1999 or earlier for most activities, but there can be no assurance that
State Farm will be successful, or that interaction with other service providers
will not impact State Farm's services at that time.
MODIFICATION
We may modify the Policy as follows: (1) to conform the Policy, our operations,
or the operation of the Variable Account to the requirements of any law (or
regulation issued by a government agency) to which we, the Policy, or the
Variable Account is subject; (2) to assure continued qualification of the Policy
as an annuity under the Code; or (3) to reflect a change in the operation of the
Variable Account, if allowed by the Policy. If we modify the Policy, we will
make the appropriate endorsement to the Policy.
DISTRIBUTION OF THE POLICIES
State Farm VP Management Corp., a subsidiary of State Farm Mutual Automobile
Insurance Company, acts as the principal underwriter of the Policies. State Farm
VP Management Corp. is a corporation organized under the laws of the state of
Delaware in 1996, is registered as a broker-dealer under the Securities Exchange
Act of 1934, and is a member of the National Association of Securities Dealers,
Inc. (the "NASD"). The Policies may not be available in all states. State Farm
VP Management Corp. receives commissions of up to 2.5% of premiums paid in
connection with the sale of the Policies.
The Policies are sold by certain registered representatives of State Farm VP
Management Corp. who are also appointed and licensed as insurance agents. These
registered representatives receive commissions for selling Policies calculated
as a percentage of premiums. Registered representatives who meet certain
productivity and profitability standards may be eligible for additional
compensation.
LEGAL PROCEEDINGS
State Farm and its affiliates, like other life insurance companies, are involved
in lawsuits, including class action lawsuits. In some class action and other
lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. Although the outcome of any
litigation cannot be predicted with certainty, State Farm believes that at the
present time there are no pending or threatened lawsuits that are reasonably
likely to have a material adverse impact on the Variable Account or State Farm.
REPORTS TO POLICY OWNERS
State Farm maintains records and accounts of all transactions involving the
Policy, the Variable Account, and the Fixed Account. Each year, or more often if
required by law, you will be sent a report showing information about your Policy
for the period covered by the report. You will also be sent an annual and a
semi-annual report for each Fund underlying a Subaccount to which you have
allocated Policy Accumulation Value, as required by the 1940 Act. In addition,
when you pay premiums (other than by pre-authorized checking account deduction),
or if you make transfers or withdrawals, you will receive a confirmation of
these transactions.
FINANCIAL STATEMENTS
The audited statutory basis statements of admitted assets, liabilities and
surplus for State Farm as of December 31, 1997 and 1996, and the related
statutory basis statements of income and changes in surplus, and cash flows for
the years then ended, as well as the Report of the Independent Accountants, are
contained in the Statement of Additional Information. The financial statements
of State Farm should be considered only as bearing on our ability to meet our
obligations under the Policies. They should not be considered as bearing on the
investment performance of the assets held in the Variable Account.
No financial statements are presented for the Variable Account because, as of
December 31, 1997, the Variable Account had not yet commenced operations, had no
assets, and had incurred no liabilities.
11. How Can I Make Inquiries?
Inquiries regarding a policy may be made by writing to us at our Home Office, by
calling us at (888) 702-2307 (Toll free), or by contacting an authorized State
Farm agent.
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TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
Additional information about the Policies and the Variable Account is contained
in the Statement of Additional Information. The following is the Table of
Contents for the Statement of Additional Information. You can obtain a free copy
of the Statement of Additional Information by writing to us at our Home Office
or calling us at 1-(888) 702-2307 (Toll free).
Statement of Additional Information
Table of Contents
<TABLE>
<S> <C>
Additional Policy Provisions
The Policy
Ownership
Incontestability
Error in Age or Sex
Participation
Assignment
Calculation of Historical Performance
Data
Money Market Subaccount Yields
Other Subaccount Yields
Average Annual Total Returns
Effect of the Annual Administrative
Fee on Performance Data
Other Total Returns
Use of Indexes
Other Information
Net Investment Factor
Annuity Payment Provisions
Amount of Fixed Annuity Payments
Amount of Variable Annuity Payments
Annuity Units
Annuity Unit Value
Payment of Proceeds Upon Death of
Owner or Annuitant
Death of Owner
Death Of Annuitant
Addition, Deletion or Substitution of
Investments
Safekeeping of Account Assets
Distribution of the Policies
Legal Matters
Experts
Other Information
Relationships with the Companies that
Maintain the Benchmark Indices
Financial Statements
</TABLE>
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<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
DATED May 1, 1998
STATE FARM VARIABLE DEFERRED ANNUITY POLICY
STATE FARM LIFE INSURANCE COMPANY VARIABLE ANNUITY
SEPARATE ACCOUNT
OF STATE FARM LIFE INSURANCE COMPANY
P.O. Box 2307
Bloomington, Illinois 61702-2307
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This Statement of Additional Information expands upon subjects discussed
in the current Prospectus for the variable deferred annuity policy (the
"Policy") offered by State Farm Life Insurance Company ("State Farm, "we,"
"us," or "our"). You may obtain a copy of the Prospectus dated May 1, 1998 by
calling 1-888-702-2307 (Toll free) or by writing to our Home Office at the
above address. Terms used in the current Prospectus for the Contract are
incorporated into and made a part of this Statement of Additional Information.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUSES
FOR THE POLICY AND THE FUNDS.
Form 231-3555 Printed in U.S.A.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
ADDITIONAL POLICY PROVISIONS............................................... 1
The Policy............................................................ 1
Ownership............................................................. 1
Incontestability...................................................... 1
Error in Age or Sex................................................... 1
Participation......................................................... 1
Assignment............................................................ 2
CALCULATION OF HISTORICAL PERFORMANCE DATA................................. 2
Money Market Subaccount Yields........................................ 2
Other Subaccount Yields............................................... 4
Average Annual Total Returns.......................................... 5
Effect of the Annual Administrative Fee on Performance Data........... 6
Other Total Returns................................................... 6
Use of Indexes........................................................ 6
Other Information..................................................... 7
NET INVESTMENT FACTOR...................................................... 7
ANNUITY PAYMENT PROVISIONS................................................. 8
Amount of Fixed Annuity Payments...................................... 8
Amount of Variable Annuity Payments................................... 8
Annuity Units......................................................... 8
Annuity Unit Value.................................................... 9
PAYMENT OF PROCEEDS UPON DEATH OF OWNER OR ANNUITANT....................... 10
Death of Owner........................................................ 10
Death Of Annuitant.................................................... 11
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.......................... 12
SAFEKEEPING OF ACCOUNT ASSETS.............................................. 13
DISTRIBUTION OF THE POLICIES............................................... 13
LEGAL MATTERS.............................................................. 13
EXPERTS.................................................................... 14
OTHER INFORMATION.......................................................... 14
RELATIONSHIPS WITH THE COMPANIES THAT MAINTAIN THE BENCHMARK INDICES....... 14
FINANCIAL STATEMENTS....................................................... 15
</TABLE>
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ADDITIONAL POLICY PROVISIONS
THE POLICY
The Policy contains the Basic Plan, any amendments, endorsements, and
riders, and a copy of the application. The Policy is the entire contract.
Only an officer has the right to change the Policy. No agent has the
authority to change the Policy or to waive any of its terms. All endorsements,
amendments, or riders must be signed by an officer to be valid.
OWNERSHIP
You, as the Owner, are named in the application. You may exercise any
provision of the Policy only by request and while the Annuitant is alive. Your
Successor Owner is named in the application if you are not the Annuitant.
You may change the Owner or Successor Owner by sending us a request while
the Annuitant is alive. We have the right to request the Policy to make the
change on it. The change will take effect the day you sign the request, but the
change will not affect any action we have taken before we receive the request. A
change of Owner or Successor Owner does not change the beneficiary designation.
No more than two Owners and/or Successor Owners can be named.
INCONTESTABILITY
We will not contest the Policy. Any rider has its own incontestability
provision.
ERROR IN AGE OR SEX
If the Annuitant's, Payee's, or second designated person's date of birth or
sex is not correct, every benefit will be such as premiums paid would have
bought at the correct age or sex, based on the rates at the date of issue. We
may require proof of the Annuitant's, Payee's, second designated person's age
and sex before annuity payments start. Any overpayment with compound interest at
6% a year will be charged against the Policy. This amount will be deducted from
any annuity payments due after the error is found. Any underpayment with
compound interest at 6% a year will be paid to you in one sum.
PARTICIPATION
We do not expect to pay dividends on the Policy. However, we may apportion
and pay dividends each year. All dividends apportioned will be derived from the
divisible surplus of our participating business. Any such dividends will be paid
only at the end of the Policy Year. There is no right to a partial or pro rated
dividend prior to the end of the Policy Year. We will
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transfer the dividend to the Policy Accumulation Value at the end of the Policy
Year. Unless specified by you, the amount transferred is allocated to each
Subaccount and the Fixed Account on a pro-rata basis.
ASSIGNMENT
You may assign a nonqualified Policy or any interest in it. We will
recognize an assignment only if it is in writing and filed with us. We are
not responsible for the validity or effect of any assignment. An assignment
may limit the interest of any Beneficiary.
CALCULATION OF HISTORICAL PERFORMANCE DATA
From time to time, State Farm may disclose yields, total returns, and other
performance data of the Subaccounts and the Funds. Such performance data will be
computed, or accompanied by performance data computed, in accordance with the
standards defined by the SEC.
MONEY MARKET SUBACCOUNT YIELDS
From time to time, advertisements and sales literature may quote the
current annualized yield of the Subaccount investing in the Money Market Fund of
the State Farm Variable Product Trust (the "Trust") for a seven-day
period in a manner that does not take into consideration any realized or
unrealized gains or losses or income other than investment income on shares of
the Money Market Fund (the "Money Market Subaccount").
This current annualized yield is computed by determining the net change
(exclusive of realized gains and losses on the sale of securities and
unrealized appreciation and depreciation and income other than investment
income) at the end of the seven-day period in the value of a hypothetical
account under a Policy having a balance of one Accumulation Unit of the Money
Market Subaccount at the beginning of the period, dividing such net change in
account value by the value of the hypothetical account at the beginning of
the period to determine the base period return, and annualizing this quotient
on a 365-day basis. The net change in account value reflects: 1) net income
from the Money Market Fund attributable to the hypothetical account; and 2)
charges and deductions imposed under the Policy which are attributable to the
hypothetical account. The charges and deductions include the per unit charges
for the hypothetical account for the Annual Administrative Fee, and the
mortality and expense risk charge. For purposes of calculating current yields
for a Policy, an average per unit Annual Administrative Fee is used based on
the $30 Annual Administrative Fee. Current Yield is calculated according to
the following formula:
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Current Yield = ((NCS - ES)/UV) X (365/7)
Where:
NCS = the net change in the value of the Money Market Fund (exclusive
of realized gains or losses on the sale of securities and
unrealized appreciation and depreciation and income other than
investment income) for the seven-day period attributable to a
hypothetical account having a balance of one Accumulation Unit.
ES = per unit expenses attributable to the hypothetical account for
the seven-day period.
UV = the unit value for the first day of the seven-day period.
/365/7/
Effective yield = (1 + ((NCS-ES)/UV)) - 1
Where:
NCS = the net change in the value of the Money Market Fund (exclusive
of realized gains or losses on the sale of securities and
unrealized appreciation and depreciation and income other than
investment income) for the seven-day period attributable to a
hypothetical account having a balance of one Accumulation Unit.
ES = per unit expenses attributable to the hypothetical account for
the seven-day period.
UV = the unit value for the first day of the seven-day period.
Because of the charges and deductions imposed under the Policy, the yield
for the Money Market Subaccount is lower than the yield for the Money Market
Fund.
The current and effective yields on amounts held in the Money Market
Subaccount normally fluctuate on a daily basis. THEREFORE, THE DISCLOSED YIELD
FOR ANY GIVEN PAST PERIOD IS NOT AN INDICATION OR REPRESENTATION OF FUTURE
YIELDS OR RATES OF RETURN. The Money Market Subaccount's actual yield is
affected by changes in interest rates on money market securities, average
portfolio maturity of the Money Market Fund, the types and quality of portfolio
securities held by the Money Market Fund and the Money Market Fund's operating
expenses. Yields on amounts held in the Money Market Subaccount may also be
presented for periods other than a seven-day period.
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Yield calculations do not take into account the Surrender Charge that is
assessed on certain withdrawals of Policy Accumulation Value.
OTHER SUBACCOUNT YIELDS
From time to time, sales literature or advertisements may quote the current
annualized yield of one or more of the Subaccounts (except the Money Market
Subaccount) under the Policy for 30-day or one-month periods. The annualized
yield of a Subaccount refers to income generated by the Subaccount during a 30-
day or one-month period and is assumed to be generated each period over a 12-
month period.
The yield is computed by: 1) dividing the net investment income of the Fund
attributable to the Subaccount units less Subaccount expenses for the period; by
2) the maximum offering price per unit on the last day of the period times the
daily average number of Accumulation Units outstanding for the period; by 3)
compounding that yield for a six-month period; and by 4) multiplying that result
by 2. Expenses attributable to the Subaccount include the Annual Administrative
Fee and the mortality and expense risk charge. The yield calculation assumes an
Annual Administrative Fee of $30 per Policy deducted at the end of each Policy
Year. For purposes of calculating the 30-day or one-month yield, an average
Annual Administrative Fee based on the average Policy Accumulation Value in the
Subaccount is used to determine the amount of the charge attributable to the
Subaccount for the 30-day or one-month period. The 30-day or one-month yield is
calculated according to the following formula:
Yield = 2 X (((NI - ES)/(U X UV)) + 1)/6/ - 1)
Where:
NI = net income of the portfolio for the 30-day or one-month period
attributable to the Subaccount's Accumulation Units.
ES = expenses of the Subaccount for the 30-day or one-month period.
U = the average number of units outstanding.
UV = the unit value at the close (highest) of the last day in the 30-
day or one-month period.
Because of the charges and deductions imposed under the Policies, the yield
for the Subaccount is lower than the yield for the corresponding Fund.
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The yield on the amounts held in the Subaccounts normally fluctuates over
time. THEREFORE, THE DISCLOSED YIELD FOR ANY GIVEN PAST PERIOD IS NOT AN
INDICATION OR REPRESENTATION OF FUTURE YIELDS OR RATES OF RETURN. A Subaccount's
actual yield is affected by the types and quality of portfolio securities held
by the corresponding Fund and that Fund's operating expenses.
Yield calculations do not take into account the Surrender Charge that is
assessed on certain withdrawals and surrenders of Policy Accumulation Value.
AVERAGE ANNUAL TOTAL RETURNS
From time to time, sales literature or advertisements may also quote
average annual total returns for one or more of the Subaccounts for various
periods of time.
When a Subaccount has been in operation for 1, 5, and 10 years,
respectively, the average annual total return for these periods will be
provided. Average annual total returns for other periods of time may, from
time to time, also be disclosed.
Standard average annual total returns represent the average annual
compounded rates of return that would equate an initial investment of $1,000
under a Policy to the redemption value of that investment as of the last day of
each of the periods. The ending date for each period for which total return
quotations are provided will be for the most recent calendar quarter-end
practicable, considering the type of the communication and the media through
which it is communicated.
Standard average annual total returns are calculated using Subaccount Unit
Values which State Farm calculates on each Valuation Day based on the
performance of the Subaccount's underlying Fund, the deductions for the
mortality and expense risk charge, and the deductions for the Annual
Administrative Fee. The calculation assumes that the Annual Administrative Fee
is $30 per year per Policy deducted at the end of each Policy Year. For purposes
of calculating average annual total return, an average per-dollar per-day Annual
Administrative Fee attributable to the hypothetical account for the period is
used. The calculation also assumes surrender of Policy Accumulation Value at the
end of the period for the return quotation taking into account the applicable
Free Withdrawal Amount. The total return is calculated according to the
following formula:
TR = ((ERV/P)/1/N/) - 1
Where:
TR = the average annual total return net of Subaccount recurring
charges.
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ERV = the ending redeemable value (net of any applicable Surrender
Charge) of the hypothetical account at the end of the period.
P = a hypothetical initial payment of $1,000.
N = the number of years in the period.
From time to time, sales literature or advertisements may present historic
performance data for an investment portfolio in which a Subaccount invests,
shown since the portfolio's inception reduced by some or all of the fees and
charges under the Policy. Such adjusted historic performance would include
data that precedes the inception date of the Subaccount. This data is designed
to show the performance that would have resulted if the Policy had been in
existence during that time. This type of non-standard performance data will
only be disclosed if standard performance data for the required periods is
also disclosed.
EFFECT OF THE ANNUAL ADMINISTRATIVE FEE ON PERFORMANCE DATA
The Policy provides for a $30 Annual Administrative Fee (waived for
Policies with respect to which total premiums paid are at least $50,000) that is
deducted from the Subaccounts and the Fixed Account pro-rata. For purposes of
reflecting the Annual Administrative Fee in yield and total return quotations,
the average Policy Accumulation Value is assumed to be $25,000, so that the
Annual Administrative Fee is 0.12%.
OTHER TOTAL RETURNS
From time to time, sales literature or advertisements may also quote
average annual total returns that do not reflect deduction of the Surrender
Charge. Other total returns are calculated in exactly the same way as average
annual total returns described above, except that the ending redeemable value of
the hypothetical account for the period is replaced with an ending value for the
period that does not take into account any charges on amounts withdrawn.
State Farm may disclose cumulative total returns in conjunction with the
standard formats described above. The cumulative total returns will be
calculated using the following formula:
CTR = (ERV/P) - 1
Where:
CTR = The cumulative total return net of Subaccount recurring charges
for the period.
ERV = The ending redeemable value of the hypothetical investment at the
end of the period.
P = A hypothetical single payment of $1,000.
USE OF INDEXES
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From time to time, the performance of certain historical indexes may be
presented in advertisements or sales literature. The performance of these
indexes may be compared to the performance of certain Subaccounts or Funds, or
may be presented without such a comparison.
OTHER INFORMATION
The following is a partial list of those publications which may be cited in
the Funds' sales literature and/or shareholder materials which contain articles
describing investment results or other data relative to one or more of the
Subaccounts. Other publications may also be cited.
Broker World Financial World
Across the Board Advertising Age
American Banker Barron's
Best's Review Business Insurance
Business Month Business Week
Changing Times Consumer Reports
Economist Financial Planning
Forbes Fortune
Inc. Institutional Investor
Insurance Forum Insurance Sales
Insurance Week Journal of Accountancy
Journal of the American Society of Journal of Commerce
CLU & ChFC
Life Insurance Selling Life Association News
MarketFacts Manager's Magazine
National Underwriter Money
Morningstar, Inc. Nation's Business
New Choices (formerly 50 Plus) New York Times
Pension World Pensions & Investments
Rough Notes Round the Table
U.S. Banker VARDs
Wall Street Journal Working Woman
NET INVESTMENT FACTOR
The Net Investment Factor is an index applied to measure the investment
performance of a Subaccount from one Valuation Period to the next. The Net
Investment Factor for any Subaccount for any Valuation Period is equal to (1)
divided by (2) and subtracting (3) from the result, where:
(1) is the result of:
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<PAGE>
(a) the Net Asset Value Per Share of the Fund held in the Subaccount
determined at the end of the current Valuation Period; plus
(b) the per share amount of any dividend or capital gain distribution
made by the Fund held in the Subaccount, if the "ex-dividend"
date occurs during the Valuation period; plus or minus
(c) a per share charge or credit for any taxes reserved for
(2) is the Net Asset Value Per Share of the Fund held in the Subaccount,
determined at the end of the prior Valuation Period,
(3) is a daily factor representing the mortality and expense risk charge
deducted from the Subaccount adjusted for the number of days in the
Valuation Period. Such charge will not exceed an annual rate of 1.25%
of the daily net asset value of the Variable Account.
ANNUITY PAYMENT PROVISIONS
AMOUNT OF FIXED ANNUITY PAYMENTS. On the Annuity Date, the amount you have
chosen to apply to provide fixed annuity payments will be applied under the
annuity option you have chosen. For a "life annuity;" "life annuity with certain
period," or a "joint and last survivor life annuity," the annuity option payment
factor in effect on the Annuity Date times that amount will be the dollar amount
of each payment. Each of these payments will be equal and will not change. For
the "fixed years" annuity option, the annuity option payment factor guaranteed
in the Policy times that amount will be the minimum amount of each payment. Each
of these payments may be higher if any additional interest has been credited on
the balance of the account.
The annuity option payment factor used to determine the amount of the fixed
annuity payments will not be less than the guaranteed minimum annuity payment
factors shown in the Policy.
AMOUNT OF VARIABLE ANNUITY PAYMENTS. These payments will vary in amount.
The dollar amount of each payment attributable to each Subaccount is the number
of Annuity Units for each Subaccount times the Annuity Unit Value of that
Subaccount. The sum of the dollar amounts for each Subaccount is the amount of
the total variable annuity payment. The Annuity Unit Value for each payment will
be determined no earlier than five Valuation Days preceding the date the annuity
payment is due. We guarantee the payment will not vary due to changes in
mortality or expenses.
ANNUITY UNITS. On the Annuity Date, the number of Annuity Units for an
applicable Subaccount is determined by multiplying (1) by (2) and dividing the
result by (3), where:
(1) is the part of the Cash Surrender Value or Death Benefit on that date
applied under that Subaccount;
(2) is the Guaranteed Minimum Payment Factor for the Annuity Option
chosen; and
-8-
<PAGE>
(3) is the Annuity Unit Value for the Subaccount at the end of the
Valuation Period encompassing that date.
ANNUITY UNIT VALUE. The Annuity Unit Values for each Subaccount were
arbitrarily set initially at $10 when that Subaccount began operation.
Thereafter, the Annuity Unit Value for every Valuation Period is the Annuity
Unit Value at the end of the previous Valuation Day times the Net Investment
Factor times the Annuity Interest Factor. The Annuity Interest Factor is used to
neutralize the Assumed Investment Rate of 3 1/2% a year used to determine the
annuity option payment factors. The Assumed Investment Rate is significant in
determining the amount of each variable annuity payment and the amount by which
each variable annuity payment varies from one payment to the next.
ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE
1. Accumulation unit value for current
valuation period.............................................. 11.12
2. Accumulation unit value for immediately
preceding valuation period.................................... 11.10
3. Annuity unit value for immediately preceding
valuation period.............................................. 20.00
4. Factor to compensate for the assumed
investment rate of 3.5%....................................... .9999
5. Annuity unit value of current valuation
period ((1) / (2)) x (3) x (4)................................ 20.03
ILLUSTRATION OF VARIABLE ANNUITY PAYMENTS
1. Number of accumulation units at Maturity Date.................. 10,000
2. Accumulation unit value........................................ 11.12
3. Adjusted Policy Accumulation Value (1)x(2)..................... 111,200
4. Monthly annuity payment per $1,000
of adj. Policy Accumulation Value............................. 5.82
5. Monthly annuity payment (3)x(4) / 1,000........................ 647.18
6. Annuity unit value at Maturity Date............................ 20.03
7. Number of annuity units (5)/(6)................................ 32.3105
8. Assume annuity unit value at the end of
first month equal to.......................................... 20.20
9. First monthly annuity payment (7)x(8).......................... 652.67
10. Assume annuity unit value at the end of second month equal to.. 19.90
11. Second monthly annuity payment (7)x(10)........................ 642.98
12. Assume annuity unit value at the end of third month equal to... 20.50
13. Third monthly annuity payment (7)x(12)......................... 662.37
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<PAGE>
PAYMENT OF PROCEEDS UPON DEATH OF OWNER OR ANNUITANT
DEATH OF OWNER
The Code requires the following distributions under an annuity when you
die.
(1) If you die before the Annuity Date, you are not the Annuitant, and you
either have not named a Successor Owner or your named Successor Owner
is not a living natural person, the Cash Surrender Value must be paid
within 5 years after your date of death.
(2) If you die before the Annuity Date, you are the Annuitant, and you
either have not named any beneficiary or your named beneficiary is not
a living natural person, the death benefit must be paid within 5 years
after your date of death.
(3) If you die before the Annuity Date, you are not the Annuitant, and
your sole Successor Owner is a person other than your spouse, your
Successor Owner may elect to have the Cash Surrender Value paid under
an annuity option or any other method of payment then provided by us
other than an interest only method of payment. The election must be
made and payments must start within one year after your death and must
not extend beyond the life expectancy of your Successor Owner. If no
election is made within this time, distribution will be made within
five years after your date of death.
(4) If you die before the Annuity Date, you are the Annuitant, and your
sole named surviving primary beneficiary is a person other than your
spouse, your surviving primary beneficiary may elect to have the Death
Benefit paid under an annuity option or any other method of payment
then provided by us other than an interest only method of payment. The
election must be made and payments must start within one year after
your death and must not extend beyond the life expectancy of your
primary beneficiary. If no election is made within this time,
distribution will be made within five years after your date of death.
(5) If you die before the Annuity Date, you are not the Annuitant, and
your sole Successor Owner is your surviving spouse, your surviving
spouse becomes the Owner.
(6) If you die before the Annuity Date, you are the Annuitant, and your
surviving spouse is your sole named primary beneficiary, your spouse
will replace you as Owner and may replace you as Annuitant. If your
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<PAGE>
spouse does not elect to replace you as Annuitant, the Death Benefit
must be paid to your spouse under an annuity option or any other
method of payment then provided by us for an owner. For purposes of
the preceding sentence, the election must be made, payments must start
within one year after your death, and must not extend beyond your
spouse's life expectancy; however, if your spouse does not choose a
method of payment within this time, distribution will be made under
Annuity Option 1.
(7) If you die on or after the Annuity Date and you are not the Annuitant,
any remaining payments must be paid to your Successor Owner at least
as fast as the method of payment in effect at your death.
(8) If you die on or after the Annuity Date and you are the Annuitant, any
remaining payments must be paid to the beneficiary at least as fast as
the method of payment in effect at your death.
If you are not a living natural person, the Annuitant will be treated as
the Owner for purposes of this provision. If you are not a living natural person
and there is a change in the Annuitant, such change shall be treated as the
death of the Owner for purposes of this provision. If the Policy has two owners,
the first death of either owner is treated as the death of the owner for
purposes of this provision. For purposes of this provision, the amount of any
distribution will be determined on that date of such distribution.
Notwithstanding anything in the Policy to the contrary, the surviving joint
owner will be treated as the Successor Owner of the Policy.
Other rules apply to Qualified Policies.
DEATH OF ANNUITANT
DEATH OF ANNUITANT WHO IS NOT AN OWNER. If the Annuitant dies before the
Annuity Date while you are alive, the Death Benefit will be paid as provided in
the following provisions. If the method of payment chosen is not available or no
method of payment is chosen, payment will be in one sum.
If the Annuitant dies on or after the Annuity Date while you are alive, any
remaining payments must be paid to you at least as fast as the method of payment
in effect on the Annuitant's date of death.
BENEFICIARY DESIGNATION. This is as shown in the application. It includes
the name of the beneficiary and the order and method of payment. If you name
"estate" as a beneficiary, it means the executors or administrators of the last
survivor of you and all beneficiaries. If you name "children" of a person as a
beneficiary, only children born to or legally adopted by that person as of the
Annuitant's date of death will be included.
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<PAGE>
We may rely on an affidavit as to the ages, names, and other facts about
all beneficiaries. We will incur no liability if we act on such affidavit.
CHANGE OF BENEFICIARY DESIGNATION. You may make a change while the
Annuitant is alive by sending us a request. The change will take effect the date
the request is signed and will replace previous beneficiary designations for the
Policy, but the change will not affect any action we have taken before we
receive the request. We have the right to request your Policy to make the
change.
After the Annuitant's death, anyone who has the right to make a withdrawal
may change the method of payment or may select one of the annuity options, and
may name a successor to their interest. The successor payee may be their estate.
ORDER OF PAYMENT. When the Annuitant dies (1) before the Annuity Date and
a death benefit is payable or (2) on or after the Annuity Date, you are the
Annuitant, and payments continue to the beneficiary, we will make such
payment(s) in equal shares to the primary beneficiaries living when payment is
made. If a primary dies after the first payment is made, we will pay that
primary's unpaid share in equal shares to the other primaries living when
payment is made. If the last primary dies, we will make payment in equal shares
to the successor beneficiaries living when payment is made. If a successor dies
while receiving payments, we will pay that successor's unpaid share in equal
shares to the other successors living when payment is made. If, at any time, no
primary or successor is alive, we will make a one sum payment in equal shares to
the final beneficiaries. If, at any time, no beneficiary is living, we will make
a one sum payment to you, if living when payment is made. Otherwise, we will
make a one sum payment to the estate of the last survivor of you and all
beneficiaries. "When payment is made" means (1) the date that a periodic payment
is due or (2) the date that a request is signed for a cash withdrawal or a one
sum payment. You may change this order of payment by sending us a request while
the Annuitant is alive.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
Where permitted by applicable law, we may:
(1) create new separate accounts;
(2) combine separate accounts, including the Variable Account;
(3) add new Subaccounts to or remove existing Subaccounts from the
Variable Account or combine Subaccounts;
(4) make any Subaccount available to such classes of policies as we may
determine;
(5) add new funds or remove existing funds;
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<PAGE>
(6) substitute new funds for any existing Fund if shares of the Fund are
no longer available for investment or if we determine investment in a
Fund is no longer appropriate in the light of the purposes of the
Variable Account;
(7) deregister the Variable Account under the Act if such registration is
no longer required; and
(8) operate the Variable Account as a management investment company under
the Act or in any other form permitted by law.
The investment policy of the Variable Account will only be changed with the
approval of the insurance supervisory official of the state in Illinois, our
State of domicile. The investment policy of the Variable Account is to invest in
one or more investment companies. The process for such approval is on file.
SAFEKEEPING OF ACCOUNT ASSETS
State Farm holds the title to the assets of the Subaccount. The assets are
kept physically segregated and held separate and apart from State Farm's General
Account assets and from the assets in any other separate account.
Records are maintained of all purchases and redemptions of Fund shares held
by each of the Subaccounts.
A fidelity bond in the amount of $5 million covering State Farm's
directors, officers, and employees has been issued by National Union Fire
Insurance Company.
DISTRIBUTION OF THE POLICIES
State Farm VP Management Corp., One State Farm Plaza, Bloomington, Illinois
61710, acts as the principal underwriter of the Policies. The Policies are
offered to the public on a continuous basis. We do not anticipate discontinuing
the offering of the Policies, but reserve the right to discontinue the offering.
LEGAL MATTERS
All matters relating to Illinois law pertaining to the Policies, including
the validity of the Policies and State Farm's authority to issue the Policies,
have been passed upon by William A. Montgomery, Senior Vice President and
General Counsel of State Farm. Sutherland, Asbill & Brennan LLP of Washington,
D.C. has provided advice on certain matters relating to the federal securities
laws.
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<PAGE>
EXPERTS
The statutory basis statements of admitted assets, liabilities and surplus
of State Farm Life Insurance Company as of December 31, 1997 and 1996, and the
related statutory basis statements of income and changes in surplus, and cash
flows for the years then ended, appearing in this Statement of Additional
Information have been audited by Coopers & Lybrand L.L.P., independent
accountants, whose report thereon is set forth elsewhere herein, and are
included in reliance upon the authority of such firm as experts in accounting
and auditing.
As stated in their report, these financial statements were prepared by the
Company in conformity with the accounting practices prescribed or permitted by
the Insurance Department of the State of Illinois (statutory basis), which
practices differ from generally accepted accounting principles (GAAP). The
effect on the financial statements of the variances between the statutory basis
of accounting and GAAP, although not reasonably determinable, are presumed to be
material. Therefore, their report contains a qualified opinion on the financial
statements of the Company in conformity with GAAP, but an unqualified opinion in
conformity with statutory basis accounting.
OTHER INFORMATION
A registration statement has been filed with the SEC under the Securities
Act of 1933, as amended, with respect to the Policies discussed in this
Statement of Additional Information. Not all the information set forth in the
registration statement, amendments and exhibits thereto has been included in
this Statement of Additional Information. Statements contained in this Statement
of Additional Information concerning the content of the Policies and other legal
instruments are intended to be summaries. For a complete statement of the terms
of these documents, reference should be made to the instruments filed with the
SEC.
RELATIONSHIPS WITH THE COMPANIES THAT MAINTAIN THE BENCHMARK INDICES
STANDARD & POOR'S. "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)",
"Standard & Poor's 500", and "500" are trademarks of The McGraw-Hill Companies,
Inc. and have been licensed for use by State Farm and the Trust. Neither the
State Farm Variable Deferred Annuity, the Large Cap Equity Index Fund, nor the
Stock and Bond Balanced Fund (the "Product and Funds") are sponsored, endorsed,
sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. ("S&P").
S&P makes no representation or warranty, express or implied, to the owners of
the Product and Funds or any member of the public regarding the advisability of
investing in securities generally or in the Product and Funds particularly or
the ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to State Farm and the Trust is the licensing of certain
trademarks and trade names of S&P and of the S&P 500 Index which is determined,
composed and calculated by S&P without regard to State Farm, the Trust, the
Product, or the Funds. S&P has no obligation to take the needs of State Farm,
the Trust, or the owners of the Product and Funds into consideration in
determining, composing or calculating the S&P 500 Index. S&P is not responsible
for and has not participated in the determination of the prices and amount of
the Product and Funds or the timing of the issuance or sale of the Product and
Funds or in the determination or calculation of the equation by which the
Product and Funds are to be converted into cash. S&P has no obligation or
liability in connection with the administration, marketing or trading of the
Product and Funds.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY STATE FARM, THE TRUST, OWNERS OF THE PRODUCT AND
FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY
DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY
LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
FRANK RUSSELL COMPANY. The Russell 2000(R) Index is a trademark/service
mark of the Frank Russell Company. Russell TM is a trademark of the Frank
Russell Company.
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<PAGE>
The Small Cap Equity Index Fund is not promoted, sponsored or endorsed by, nor
in any way affiliated with Frank Russell Company. Frank Russell Company is not
responsible for and has not reviewed the Small Cap Equity Index Fund nor any
associated literature or publications and Frank Russell Company makes no
representation or warranty, express or implied, as to their accuracy, or
completeness, or otherwise.
Frank Russell Company reserves the right, at any time and without notice, to
alter, amend, terminate or in any way change its Index(es). Frank Russell
Company has no obligation to take the needs of any particular fund or its
participants or any other product or person into consideration in determining,
composing or calculating the Index(es).
Frank Russell Company's publication of the Index(es) in no way suggests or
implies an opinion by Frank Russell Company as to the attractiveness or
appropriateness of investment in any or all securities upon which the Index(es)
are based. FRANK RUSSELL COMPANY MAKES NO REPRESENTATION, WARRANTY, OR
GUARANTEE AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE
INDEX(ES) OR ANY DATA INCLUDED IN THE INDEX(ES). FRANK RUSSELL COMPANY MAKES NO
REPRESENTATION OR WARRANTY REGARDING THE USE, OR THE RESULTS OF USE, OF THE
INDEX(ES) OR ANY DATA INCLUDED THEREIN, OR ANY SECURITY (OR COMBINATION THEREOF)
COMPRISING THE INDEX(ES). FRANK RUSSELL COMPANY MAKES NO OTHER EXPRESS OR
IMPLIED WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTY, OF ANY KIND, INCLUDING,
WITHOUT MEANS OF LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE INDEX(ES) OR ANY DATA OR ANY SECURITY (OR
COMBINATION THEREOF) INCLUDED THEREIN.
MORGAN STANLEY & CO. INCORPORATED. The Morgan Stanley Capital
International EAFE(R) Free Index is the exclusive property of Morgan Stanley &
Co. Incorporated ("Morgan Stanley"). Morgan Stanley Capital International is a
service mark of Morgan Stanley and has been licensed for use by the Trust.
The International Equity Index Fund is not sponsored, endorsed, sold or promoted
by Morgan Stanley. Morgan Stanley makes no representation or warranty, express
or implied, to the owners of this fund or any member of the public regarding the
advisability of investing in funds generally or in this fund particularly or the
ability of the Morgan Stanley Capital International EAFE(R) Free Index to track
general stock market performance. Morgan Stanley is the licensor of certain
trademarks, service marks and trade names of Morgan Stanley and of the Morgan
Stanley Capital International EAFE(R) Free Index which is determined, composed
and calculated by Morgan Stanley without regard to the issuer of this fund.
Morgan Stanley has no obligation to take the needs of the issuer of this fund or
the owners of this fund into consideration in determining, composing or
calculating the Morgan Stanley Capital International EAFE(R) Free Index. Morgan
Stanley is not responsible for and has not participated in the determination of
the timing of, prices at, or quantities of this fund to be issued or in the
determination or calculation of the equation by which this fund is redeemable
for cash. Morgan Stanley has no obligation or liability to owners of this fund
in connection with the administration, marketing or trading of this fund.
ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN
THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY THE TRUST, THE TRUST'S CUSTOMERS AND COUNTERPARTIES,
OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR
ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY EXPRESS
OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY OTHER PARTY HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES.
FINANCIAL STATEMENTS
State Farm's financial statements that follow should be considered only as
bearing on State Farm's ability to meet its obligations under the Policies.
They should not be considered as bearing on the investment performance of the
assets held in the Variable Account. No financial statements have been included
for the Variable Account because, as of December 31, 1997, the Variable Account
had not yet commenced operations, had no assets, and had incurred no
liabilities.
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<PAGE>
STATE FARM LIFE INSURANCE COMPANY
REPORT ON AUDIT OF FINANCIAL STATEMENTS - STATUTORY BASIS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
State Farm Life Insurance Company
Bloomington, Illinois
We have audited the accompanying statutory statements of admitted assets,
liabilities, capital and surplus of State Farm Life Insurance Company as of
December 31, 1997 and 1996, and the related statutory statements of operations,
changes in capital and surplus, and cash flows, for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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.
As described more fully in Note 2, these financial statements were prepared by
the Company in conformity with accounting practices prescribed or permitted by
the Insurance Department of the State of Illinois (statutory-basis), which
practices differ from generally accepted accounting principles. When
statutory-basis financial statements are presented for purposes other than for
filing with a regulatory agency, generally accepted auditing standards require
that an auditor's report on them state whether they are presented fairly in
conformity with generally accepted accounting principles. The effects on the
financial statements of the variances between the statutory basis of accounting
and generally accepted accounting principles, although not reasonably
determinable, are presumed to be material.
In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of State Farm Life Insurance Company as of December 31, 1997 and 1996, or the
results of its operations or its cash flows for the years then ended.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the admitted assets, liabilities, capital and surplus of
State Farm Life Insurance Company as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for the years then ended, on the
basis of accounting described in Note 2.
Our audit was conducted for the purpose of expressing an opinion on the
statutory financial statements taken as a whole. The Supplemental Schedule of
Assets and Liabilities is presented to comply with the NAIC's Annual Statement
Instructions and is not a required part of the basic statutory financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the basic statutory financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
statutory financial statements taken as a whole.
Coopers & Lybrand L.L.P.
Chicago, Illinois
February 17, 1998
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<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
STATEMENTS OF ADMITTED ASSETS, LIABILITIES, CAPITAL AND SURPLUS -- STATUTORY
BASIS
AS OF DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
--------------- ---------------
<S> <C> <C>
ADMITTED ASSETS
Bonds:
United States government $ 6,720,781,363 $ 6,860,623,000
Canadian government and subdivisions 398,657,638 379,881,699
Other governmental units 1,495,366,390 1,158,967,461
Public utilities 2,812,385,458 2,758,841,298
Industrial and other 6,300,644,082 5,758,389,561
--------------- ---------------
17,727,834,931 16,916,703,019
--------------- ---------------
Stocks:
Preferred 2,155,906 2,242,844
Unaffiliated common 244,848,830 193,409,806
Affiliated common 6,615,055 6,418,240
--------------- ---------------
253,619,791 202,070,890
--------------- ---------------
Mortgage loans 2,027,213,387 1,740,788,533
Real estate:
Held for investment 11,304,280 11,922,963
Policy loans 1,919,296,313 1,774,279,034
Cash 4,802,627 13,538,051
Short-term investments 645,365,787 357,607,839
Other invested assets 322,798,982 362,587,340
--------------- ---------------
Total cash and invested assets 22,912,236,098 21,379,497,669
Premiums deferred and uncollected 96,008,759 101,923,216
Investment income due and accrued 395,085,497 378,330,344
Federal and foreign income tax recoverable (including from affiliates) 516,835 673,112
Other assets 20,105,448 19,170,462
--------------- ---------------
Total admitted assets $23,423,952,637 $21,879,594,803
--------------- ---------------
--------------- ---------------
LIABILITIES
Aggregate reserves for life policies and contracts $15,388,910,840 $14,484,460,302
Reserve for contracts without life contingencies 994,015,338 901,529,520
Policy and contract claims 71,791,263 67,641,434
Policyholders' dividend accumulations 2,944,510,422 2,734,155,442
Dividends to policyholders payable in the following year 638,609,092 612,205,250
Advance premiums, deposits and other policy and contract liabilities 252,073,125 244,645,952
Interest maintenance reserve 16,427,385 14,485,937
Commissions payable 55,049,090 29,545,491
Federal income taxes (payable to affiliates) 70,538,823 66,267,037
Federal and foreign income taxes due or accrued 1,935,169 3,891,909
Other liabilities 168,010,569 146,175,777
Asset valuation reserve 185,855,962 179,808,221
--------------- ---------------
Total liabilities 20,787,727,078 19,484,812,272
--------------- ---------------
CAPITAL AND SURPLUS
Common stock, $100 par value; 30,000 shares authorized, issued and outstanding 3,000,000 3,000,000
Paid-in surplus 21,846,419 21,846,419
Unassigned surplus 2,611,379,140 2,369,936,112
--------------- ---------------
Total capital and surplus 2,636,225,559 2,394,782,531
--------------- ---------------
Total liabilities, capital and surplus $23,423,952,637 $21,879,594,803
--------------- ---------------
--------------- ---------------
</TABLE>
The accompanying notes are an integral part of these statements.
- - ---------
38
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
STATEMENTS OF OPERATIONS -- STATUTORY BASIS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
--------------- ---------------
<S> <C> <C>
Income:
Premiums and annuity considerations $ 2,422,821,798 $ 2,355,457,573
Net investment income 1,644,237,854 1,547,424,397
Considerations for supplementary contracts and dividend accumulations 563,130,198 560,830,376
Other 916,486 1,741,434
--------------- ---------------
$ 4,631,106,336 $ 4,465,453,780
--------------- ---------------
Benefits and other expenses:
Death benefits 441,245,015 422,531,096
Surrender benefits and other fund withdrawals 664,651,241 591,718,769
Other benefits and claims 147,220,069 144,693,150
Payments on supplementary contracts and dividend accumulations 567,953,799 540,037,211
Increase in policy and contract reserves 1,204,390,228 1,271,972,866
Commissions 207,175,706 176,118,214
General insurance expenses 301,450,840 271,396,836
Taxes, licenses and fees 53,914,441 56,230,565
--------------- ---------------
$ 3,588,001,339 $ 3,474,698,707
--------------- ---------------
Net gain from operations before dividends to policyholders and federal and foreign
income taxes 1,043,104,997 990,755,073
Dividends to policyholders 624,196,012 600,978,261
--------------- ---------------
Net gain from operations after dividends to policyholders and before federal and foreign
income taxes 418,908,985 389,776,812
Federal and foreign income taxes incurred (excluding capital gains) 186,553,224 186,631,211
--------------- ---------------
Net gain from operations after dividends to policyholders and federal and foreign income
taxes and before realized gains 232,355,761 203,145,601
Net realized capital gains less capital gains tax of $2,749,443 and $387,878 (excluding
($2,071,867) and $(3,593,909) transferred to the IMR) (1,967,141) (15,264,507)
--------------- ---------------
Net income $ 230,388,620 $ 187,881,094
--------------- ---------------
--------------- ---------------
</TABLE>
The accompanying notes are an integral part of these statements.
39-------
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS -- STATUTORY BASIS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
--------------- ---------------
<S> <C> <C>
Common stock:
Balance at beginning and end of year $ 3,000,000 $ 3,000,000
--------------- ---------------
Paid-in surplus:
Balance at beginning and end of year 21,846,419 21,846,419
--------------- ---------------
Unassigned surplus:
Balance at beginning of year 2,369,936,112 2,185,374,263
Net income 230,388,620 $ 187,881,094
Net unrealized capital gains 19,152,936 29,049,906
Change in nonadmitted assets (1,570,787) (485,675)
Change in asset valuation reserve (6,047,741) (20,399,388)
Dividends to stockholder (parent company) (480,000) (480,000)
Change in voluntary investment reserve 0 8,258,253
Change in reserve on account of change in valuation basis 0 (19,262,341)
--------------- ---------------
Balance at end of year 2,611,379,140 2,369,936,112
--------------- ---------------
Total capital and surplus $ 2,636,225,559 $ 2,394,782,531
--------------- ---------------
--------------- ---------------
</TABLE>
The accompanying notes are an integral part of these statements.
- - ---------
40
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
STATEMENTS OF CASH FLOWS -- STATUTORY BASIS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
--------------- ---------------
<S> <C> <C>
Cash from operations:
Premiums and annuity considerations $ 2,445,761,120 $ 2,371,362,482
Other premiums, considerations and deposits, allowances and reserve adjustments and
other income 563,915,979 562,058,203
Investment income received (excluding realized gains/losses and net of investment
expenses) 1,651,907,251 1,550,920,836
Life and accident and health benefits paid (460,019,141) (443,355,755)
Surrender benefits and other fund withdrawals paid (664,651,241) (591,718,769)
Other benefits to policyholders paid (693,678,426) (662,294,112)
Commissions, other expenses and taxes paid (excluding federal income taxes) (533,578,148) (502,124,919)
Dividends to policyholders paid (597,792,170) (577,870,743)
Federal and foreign income taxes paid (excluding tax on capital gains) (186,443,506) (178,577,250)
Other operating expenses paid (178,857) (233,124)
--------------- ---------------
Net cash from operations 1,525,242,861 1,528,166,849
--------------- ---------------
Cash from investments:
Proceeds from investments sold, matured or repaid:
Bonds 1,391,869,102 1,242,543,086
Stocks 3,961,534 6,712,066
Mortgage loans 186,077,028 221,661,198
Other invested assets 42,791,158 38,587,669
Net gains on cash and short-term investments (11,652) 29,114
--------------- ---------------
Total investment proceeds 1,624,687,170 1,509,533,133
Tax on capital gains 387,837 4,135,492
--------------- ---------------
Total cash from investments 1,624,299,333 1,505,397,641
--------------- ---------------
Cost of investments acquired (long-term only):
Bonds 2,226,052,108 2,510,563,797
Stocks 28,986,558 33,987,140
Mortgage loans 473,272,062 328,347,558
Other invested assets 0 45,710,481
--------------- ---------------
Total investments acquired 2,728,310,728 2,918,608,976
--------------- ---------------
Increase in policy loans and premium notes 145,045,017 144,134,406
--------------- ---------------
Net cash from investments (1,249,056,412) (1,557,345,741)
--------------- ---------------
Cash from financing and miscellaneous sources:
Other cash provided 18,403,066 16,652,380
Dividends to stockholders paid (480,000) (480,000)
Other applications (net) (15,086,991) (5,512,862)
--------------- ---------------
Net cash from financing and miscellaneous sources 2,836,075 10,659,518
--------------- ---------------
Net change in cash and short-term investments 279,022,524 (18,519,374)
Cash and short-term investments, beginning of year 371,145,890 389,665,264
--------------- ---------------
Cash and short-term investments, end of year $ 650,168,414 $ 371,145,890
--------------- ---------------
--------------- ---------------
</TABLE>
The accompanying notes are an integral part of these statements.
41-------
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
1. NATURE OF BUSINESS OPERATIONS
State Farm Life Insurance Company (the Company) is a wholly-owned subsidiary of
State Farm Mutual Automobile Insurance Company (SFMAIC). The Company is licensed
in 46 states, the District of Columbia and Canada for the provinces of Alberta,
New Brunswick and Ontario, and primarily markets individual life and annuity
products through an independent contractor agency force. The Company's
individual life insurance products include traditional whole life, universal
life and term insurance which together account for approximately 85% of premium
revenue. Individual annuity products account for an additional 13%. The Company
also writes small amounts of group credit life and employee group life.
2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The accompanying financial statements have been prepared on a statutory basis in
accordance, in all material respects, with accounting practices prescribed in
the National Association of Insurance Commissioners (NAIC) Annual Statement
Instructions and Accounting Practices and Procedures manuals, as well as state
laws, regulations, and general administrative rules. Statutory basis accounting
also permits the use of accounting practices which differ from those prescribed
in the sources referred to above, when such practices are approved by the
insurance department of the insurer's state of domicile. State Farm Life
Insurance Company has used no such permitted accounting practices in the
preparation of these financial statements that would be deemed to have a
material effect on the determination of its financial position as of December
31, 1997 and 1996, or the results of its operations for the years then ended.
Statutory basis accounting is a comprehensive basis of accounting other than
generally accepted accounting principles (GAAP).
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
Significant accounting practices include:
A. INVESTMENTS
Bonds and stocks are stated at values prescribed by the NAIC. In general, bonds
are stated at amortized cost, preferred stocks at cost unless the stock is of
lower quality, then stated at the lower of cost or market value, and common
stocks, other than investment in subsidiary, at market value. Under GAAP, equity
securities that have readily determinable fair values and debt securities would
be classified into three categories: held-to-maturity, trading and
available-for-sale. Held-to-maturity securities would be reported at amortized
cost. Trading securities would be reported at fair value, with unrealized gains
and losses included in earnings. Available-for-sale securities would be reported
at fair value, with unrealized gains and losses, net of applicable taxes,
reported in a separate component of surplus.
Prepayment assumptions for loan-backed bonds are internal estimates based on
historical prepayment patterns. Prepayment assumptions for structured securities
are based on estimates from various data reporting services. These assumptions
are consistent with the current interest rate and economic environment. The
retrospective adjustment method is used to value all securities.
Mortgage loans on real estate, all of which are first liens, are carried at the
aggregate unpaid principal balances. The Company had no voluntary reserves for
mortgage loans, in excess of those established for the asset valuation reserve,
at December 31, 1997 or 1996.
Real estate is carried at cost less accumulated depreciation. Depreciation is
computed principally on the straight-line method over the estimated useful lives
of the assets. Accumulated depreciation on such real estate is $13,684,220 and
$13,065,538 at December 31, 1997 and 1996, respectively.
Policy loans are stated at the aggregate of unpaid loan balances which are not
in excess of cash surrender values of related policies.
Short-term investments are stated at cost which approximates market. Other
invested assets consist principally of investments in limited partnerships and
are recorded under the equity method of accounting.
Investment in a wholly-owned subsidiary is carried at its statutory net equity.
Under GAAP reporting, all majority-owned subsidiaries would be consolidated. The
net change in the
- - ---------
42
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
unrealized gain or loss of the wholly-owned subsidiary for the years ended
December 31, 1997 and 1996, as reflected in surplus, is $196,815 and $189,917,
respectively.
Investment income is recorded when earned. Realized gains and losses on sale or
maturity of investments are determined on the basis of specific identification.
Aggregate unrealized capital gains and losses are credited or charged directly
to unassigned surplus.
B. PREMIUMS DEFERRED AND UNCOLLECTED
Premiums deferred and uncollected represent modal premiums, either due and
uncollected or not yet due, where policy reserves have been provided on the
assumption that the full premium for the current policy year has been collected.
Also, where policy reserves have been provided on a continuous premium
assumption, premiums uncollected are similarly defined.
C. AGGREGATE RESERVES FOR LIFE POLICIES AND CONTRACTS
Policy reserves on life insurance are based on statutory mortality and interest
requirements and are computed using principally net level and modified
preliminary term methods with interest rates ranging primarily from 2.5% to
5.5%. The use of a modified reserve basis partially offsets the effect of
immediately expensing policy acquisition costs. Policy reserves on annuities are
based on statutory mortality and interest requirements with interest rates
ranging primarily from 2.5% to 8.0%. GAAP reserves are based on mortality,
lapse, withdrawal and interest rates that are based on Company experience.
D. POLICYHOLDERS' DIVIDENDS
All of the Company's life insurance business is written on the participating
basis. Policyholders' dividends are determined annually by the Board of
Directors. Amounts declared and estimated to be payable to policyholders in the
forthcoming year have been included in the accompanying financial statements as
a liability based on approved dividend scales. Under GAAP, dividends are
anticipated and may be considered as a planned contractual benefit when
computing the value of future policy benefits.
E. FEDERAL AND FOREIGN INCOME TAXES
The Company's federal income tax return is consolidated with SFMAIC and its
affiliates.
The consolidated federal income tax liability is apportioned to each entity in
accordance with a written agreement. The allocation is based upon separate
return calculations with current credit for net losses and tax credits.
Intercompany federal income tax balances are settled as follows: 1) intercompany
federal income tax receivables and payables which relate to the current tax year
will be settled within ninety (90) days; 2) any refunds of federal income tax
will be settled within sixty (60) days of receipt of the refund; and 3) any
payments of federal income tax due will be settled within sixty (60) days of
payment of the tax due.
The Company's provision for federal income taxes is computed in accordance with
those sections of the Internal Revenue Code applicable to life insurance
companies and is based on income which is currently taxable. Under GAAP,
deferred federal income taxes would be provided for temporary differences
between the tax basis and financial statement basis of assets and liabilities.
F. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Pension Plans
The Company and affiliated insurers sponsor two defined benefit plans covering
substantially all of its employees. One plan is for the United States employees
and the other is for Canadian employees.
For the United States plan, the Company's funding policy is to contribute (1) at
least the current service cost on a current basis and to fund any unfunded
liabilities over the appropriate period and (2) not more than the maximum amount
that may be deducted for federal income tax purposes.
For the Canadian plan, the Company's funding policy is to comply with the
funding requirements in Canada and to comply with the United States requirements
for foreign plans.
Contributions are allocated among participating companies based on ratios of
annual compensation rates.
Under GAAP periodic net pension expense would be based on the cost of
incremental benefits for employee service during the period, interest on the
projected benefit obligation, actual return on plan assets and amortization of
actuarial gains and losses rather than the funding policy.
Other Postretirement Benefits
The Company and its affiliated insurers currently provide certain health care
and life insurance benefits pursuant to plans sponsored by its parent, SFMAIC.
Eligible former employees, eligible former agents, and their eligible dependents
currently may participate in these plans. For United States employees and
43-------
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
agents, health care benefits generally include comprehensive medical coverage.
For Canadian employees and agents, the health care benefits provided by the
Company supplement those provided by the Canadian government.
As a result of the policy promulgated by the NAIC concerning the treatment of
certain postretirement benefits, beginning in 1993, the Company changed its
method of accounting for the costs of the potential health care and life
insurance benefits provided to post-career associates to the accrual method, and
elected to amortize its transition obligation attributable to these potential
benefits over twenty years.
GAAP accounting for postretirement benefits requires an additional accrual for
the estimated cost of the potential benefit obligation under the plans for
active, but not yet eligible, employees and their dependents.
G. INTEREST MAINTENANCE RESERVE AND ASSET VALUATION RESERVE
Interest Maintenance Reserve (IMR) -- Realized capital gains and losses, due to
interest rate fluctuations, net of tax on short-term and long-term fixed income
investments are applied in this calculation. These gains and losses are
amortized into income over the approximate remaining life of the investment
sold. The IMR is not calculated under GAAP.
Asset Valuation Reserve (AVR) -- Realized gains and losses due to credit risk
fluctuations and unrealized gains and losses on applicable invested assets are
reflected in the calculation of this reserve. Changes in the AVR are charged or
credited directly to unassigned surplus and include no voluntary contributions
in 1997 or 1996. The AVR is not calculated under GAAP.
H. RECOGNITION OF PREMIUMS AND ANNUITY CONSIDERATIONS AND RELATED EXPENSES
Premiums and annuity considerations are recognized over the premium paying
period of the policies, whereas acquisition costs such as commissions and other
costs related to new business are expensed as incurred. Under GAAP, certain of
the Company's premium and annuity considerations and initial reserves (e.g. on
universal life policies) would be excluded from income and the change in
reserves. Additionally, acquisition costs under GAAP are capitalized and
amortized over the policy period.
I. NONADMITTED ASSETS
Certain assets designated as "nonadmitted" assets aggregating $4,304,701 and
$2,733,914 at December 31, 1997 and 1996, respectively, are not recognized by
statutory accounting practices. These assets are excluded from the balance
sheet, and the net change in such assets is charged or credited directly to
unassigned surplus. GAAP would recognize such assets at the lower of cost or net
realizable value.
J. FOREIGN EXCHANGE
Foreign assets and liabilities stated in functional currencies are combined with
domestic assets and liabilities stated in U.S. dollars. A translation adjustment
for the excess of the Company's foreign assets over its foreign liabilities is
recognized as a net liability. GAAP would require the translation of functional
currencies to U.S. dollars for assets and liabilities prior to combination with
domestic assets and liabilities.
The discussion above highlights the significant variances between the statutory
accounting practices followed by the Company and GAAP. The effect of these
differences has not been determined but is presumed to be material.
- - ---------
44
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
3. BONDS AND OTHER DEBT SECURITIES
The amortized cost and estimated market values of investments in debt securities
are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
US treasury securities and obligations of US government corporations
and agencies $8,289,930 $ 654,647 $ (3,678) $8,940,899
Obligations of states and political subdivisions 45,579 2,727 0 48,306
Debt securities issued by foreign governments 415,808 30,982 (229) 446,561
Corporate securities 9,621,884 397,067 (9,651) 10,009,300
--------- ----------- ----------- ---------
Total $18,373,201 $1,085,423 $ (13,558) $19,445,066
--------- ----------- ----------- ---------
--------- ----------- ----------- ---------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1996
----------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
--------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
US treasury securities and obligations of U.S government corporations
and agencies $8,096,425 $ 531,908 $ (27,458) $8,600,875
Obligations of states and political subdivisions 42,571 2,428 0 44,998
Debt securities issued by foreign governments 396,887 33,911 (70) 430,727
Corporate securities 8,738,428 291,083 (60,607) 8,968,904
--------- ----------- ----------- ---------
Total $17,274,311 $ 859,330 $ (88,135) $18,045,504
--------- ----------- ----------- ---------
--------- ----------- ----------- ---------
</TABLE>
The amortized cost and estimated market value of debt securities, by contractual
maturity, are shown below (in thousands). Expected maturities will differ from
contractual maturity because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
DECEMBER 31, 1997
--------------------
ESTIMATED
AMORTIZED MARKET
COST VALUE
--------- ---------
<S> <C> <C>
Due in one year or less $1,796,291 $1,811,541
Due after one year through
five years 6,760,778 7,012,350
Due after five years through
ten years 7,628,963 8,234,500
Due after ten years 2,187,169 2,386,675
--------- ---------
Total $18,373,201 $19,445,066
--------- ---------
--------- ---------
</TABLE>
Gross proceeds and realized gains and losses on bonds sold at the discretion of
the Company for the year ended December 31, were (in thousands):
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Proceeds $ 290,293 $ 273,806
Gross gains 260 42
Gross losses (1,807) (10,138)
</TABLE>
At December 31, 1997, bonds carried at amortized cost of $437,837,499 were on
deposit with regulatory authorities.
45-------
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
4. EQUITY INVESTMENTS
The cost of investments in preferred and common stocks and gross unrealized
gains and losses from those investments are as follows (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------------------
GROSS GROSS
UNREALIZED UNREALIZED
COST GAINS LOSSES
--------- ----------- -----------
<S> <C> <C> <C>
Preferred $ 2,275 $ 0 $ (119)
Unaffiliated common 137,893 108,591 (1,635)
Affiliated common 3,500 3,115 0
<CAPTION>
DECEMBER 31, 1996
-----------------------------------
GROSS GROSS
UNREALIZED UNREALIZED
COST GAINS LOSSES
--------- ----------- -----------
<S> <C> <C> <C>
Preferred $ 2,403 $ 0 $ (160)
Unaffiliated common 112,700 83,169 (2,459)
Affiliated common 3,500 2,918 0
</TABLE>
Gross realized gains and losses consist of the following for the years ended
December 31 (in thousands):
<TABLE>
<CAPTION>
1997 1996
------------------------ ----------------------
GAINS LOSSES GAINS LOSSES
----- ----------- --------- -----------
<S> <C> <C> <C> <C>
Preferred $ 46 $ (6) $ 19 $ 0
Unaffiliated
common 0 0 1,755 0
</TABLE>
5. INVESTMENT IN SUBSIDIARY
State Farm Annuity and Life Insurance Company (SFAL), a company authorized to
sell life and health insurance, is an affiliate of the Company through direct
100% ownership. To date however, SFAL has conducted no insurance business.
Summary financial position and operating results are noted below (in thousands).
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Admitted assets $ 6,652 $ 6,463
Liabilities 45 45
Capital and surplus 6,615 6,418
Net income 186 192
</TABLE>
6. NET INVESTMENT INCOME
The components of net investment income earned by type of investment for the
years ended December 31, 1997 and 1996, were as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Bonds $1,306,909 $1,248,461
Mortgage loans 160,724 151,689
Policy loans 125,529 113,872
Short-term investments 28,602 21,800
Other 34,617 23,226
--------- ---------
Gross investment income 1,656,381 1,559,048
Investment expenses (11,524) (11,005)
Depreciation (619) (619)
--------- ---------
Net investment income $1,644,238 $1,547,424
--------- ---------
--------- ---------
</TABLE>
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of
each significant class of financial instruments for which it is practicable to
estimate that value:
Bonds and Short-term Investments
Fair values for issues traded on public exchanges are based on the market price
in such exchanges at year end. For issues that are not traded on public
exchanges, fair values were estimated based on market comparables or internal
analysis.
Mortgage Loans
Fair values were estimated by discounting the future cash flows using the
current rates at which similar loans would be made to borrowers with similar
credit ratings and for the same remaining maturities.
Preferred Stocks and Unaffiliated Common Stocks
Fair values were determined by the Securities Valuation Office (SVO) of the NAIC
and approximate the values determined in public exchanges or comparable values.
For issues that were not evaluated by the SVO, fair values were estimated based
on market comparables or internal analysis.
Cash
The carrying amount is a reasonable estimate of fair value.
- - ---------
46
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
Structured Annuity Reserves and other similar items
Fair values were estimated by discounting future annuity payments at the
interest rates in effect for similar contracts at year end.
Deferred Annuity Reserves
Fair values were approximated by the amount due to the annuity holder as if the
annuity contract was surrendered at year end.
Advance Premiums
Fair values were approximated by the amount due to the policyholder as if the
policy was surrendered at year end.
Settlement Options Without Life Contingencies
Settlement options without life contingencies are similar to demand deposits.
The fair value is the amount payable on demand at year end.
The estimated fair values and statement values of the Company's financial
instruments at December 31, 1997 and 1996 are as follows (in thousands):
<TABLE>
<CAPTION>
1997 1996
-------------------- --------------------
FAIR STATEMENT FAIR STATEMENT
VALUE VALUE VALUE VALUE
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Financial assets:
Bonds $18,799,860 $17,727,835 $17,688,083 $16,916,703
Bond reserves 0 40,299 0 82,797
--------- --------- --------- ---------
$18,799,860 $17,687,536 $17,688,083 $16,833,906
--------- --------- --------- ---------
--------- --------- --------- ---------
Mortgage loans $2,080,058 $2,027,213 $1,746,961 $1,740,789
Mortgage loan reserves 0 34,699 0 8,819
--------- --------- --------- ---------
$2,080,058 $1,992,514 $1,746,961 $1,731,970
--------- --------- --------- ---------
--------- --------- --------- ---------
Preferred stock $ 1,833 $ 2,156 $ 1,731 $ 2,243
Preferred stock reserves 0 69 0 67
--------- --------- --------- ---------
$ 1,833 $ 2,087 $ 1,731 $ 2,176
--------- --------- --------- ---------
--------- --------- --------- ---------
Unaffiliated common stock $ 244,849 $ 244,849 $ 193,410 $ 193,410
Unaffiliated common stock reserves 0 73,455 0 58,023
--------- --------- --------- ---------
$ 244,849 $ 171,394 $ 193,410 $ 135,387
--------- --------- --------- ---------
--------- --------- --------- ---------
Cash $ 4,803 $ 4,803 $ 13,538 $ 13,538
--------- --------- --------- ---------
--------- --------- --------- ---------
Short-term investments $ 645,206 $ 645,366 $ 357,421 $ 357,608
Short-term reserves 0 1,578 0 1,785
--------- --------- --------- ---------
$ 645,206 $ 643,788 $ 357,421 $ 355,823
--------- --------- --------- ---------
--------- --------- --------- ---------
Financial liabilities:
Structured annuity reserves and other similar items $ 370,680 $ 355,565 $ 316,104 $ 314,936
Deferred annuity reserves 3,476,148 3,479,719 3,500,004 3,505,031
Advance premiums 69,107 70,967 74,418 75,353
Settlement options without life contingencies 638,451 638,451 586,594 586,594
</TABLE>
47-------
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
8. FEDERAL INCOME TAXES
The difference between the Company's effective income tax rate and the statutory
rate for both 1997 and 1996 is primarily due to the non-deductible policyholder
dividends, gross deferred premiums, unamortized deferred acquisition costs, tax
reserves, and investment income associated with other invested assets.
The examinations of the Company's federal income tax returns through 1986 have
been closed by the Internal Revenue Service. Returns for 1987, 1988, 1989 and
1990 have been examined. Although a few issues remain open, no open issue would
have a material effect on surplus. Returns for 1991, 1992 and 1993 are currently
under examination. At this time, there have been no issues raised that would
require adjustments which would have a material effect on surplus.
9. PENSION PLANS AND OTHER
POSTRETIREMENT BENEFITS
A. Pension Plans
Plan benefits are based on years of credited service up to 35 years and the
employee's rate of annual compensation during the 5 consecutive years of highest
compensation for both the United States and Canadian defined benefit plans.
For the United States Plan, the pension cost allocated to the Company for its
employees amounted to $0 and $5,004,649 in 1997 and 1996, respectively. A
comparison of accumulated plan benefits, determined in accordance with Statement
of Financial Accounting Standards No. 35, and plan net assets for the non-
contributory defined benefit pension plan of the Company and its parent and
other affiliates as of August 31, 1997 (the most recent actuarial valuation
date) and 1996 is presented below (in thousands):
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Actuarial present value of
accumulated plan benefits:
Vested $2,857,267 $2,620,703
Nonvested 59,984 56,124
--------- ---------
$2,917,251 $2,676,827
--------- ---------
--------- ---------
Net assets available for plan
benefits $6,611,785 $5,235,032
--------- ---------
--------- ---------
</TABLE>
The assumed rate of return used in determining the actuarial present value of
vested and nonvested accumulated plan benefits was 7% as of August 31, 1997 and
1996.
For the Canadian Plan, pension cost allocated to the Company amounted to $16,337
and $99,300 in 1997 and 1996, respectively. A comparison of accumulated plan
benefits and net assets of the non-contributory defined benefit pension plan as
of August 31, 1997 (the most recent actuarial valuation date), and 1996 is
presented below (in thousands):
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Actuarial present value of
accumulated plan benefits $ 37,016 $ 34,440
--------- ---------
--------- ---------
Net assets available for plan
benefits $ 87,582 $ 69,278
--------- ---------
--------- ---------
</TABLE>
The Company participates with its affiliates in a qualified defined contribution
plan for which substantially all employees are eligible. Contributions are based
on the performance of the Company and its affiliates as well as matching a
percentage of employee contributions (up to specified limits). Such
contributions for the years ended December 31, 1997 and 1996, were $1,248,856
and $1,199,686, respectively. Benefits, generally available upon retirement, are
paid from net assets available for plan benefits.
B. Other Postretirement Benefits
The Company's share of the net post-career benefit cost for the year ended
December 31, 1997, was $10,433,237 and included paid benefits, the expected cost
of the potential health care and life insurance benefits for newly eligible
post-career associates, interest cost and amortization of the transition
obligation and prior service costs.
At December 31, 1997 and 1996 respectively, the Company's share of the recorded
unfunded post-career benefit obligation attributable to the potential health
care and life insurance benefits for post-career associates was $34,154,598 and
$25,324,027. The Company's share of the remaining transition obligation was
$35,290,443 and $47,574,926 at December 31, 1997 and 1996, respectively, which
is being amortized over twenty years, beginning in 1993. The Company's share of
unrecognized net (gains) or losses, resulting from experience different from
that assumed and/or changes in actuarial assumptions was $(1,758,529). The
Company's share of the
- - ---------
48
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
estimated cost of the potential benefit obligation under the plans for active,
but not yet eligible employees, and their qualifying dependents, at January 1,
1997, was $52,303,062 which is not accrued in these financial statements. The
discount rate used in determining the accumulated post-career benefit obligation
attributable to these potential benefits is 7%, and the health care cost trend
rate is 11%, graded to 6% over the following 5 years.
The health care cost trend rate assumption has a significant effect on the
amounts reported. To illustrate, increasing the assumed health care cost trend
rates by one percentage point in each year would increase the Company's share of
the post-career benefit obligation attributable to the potential health care
insurance benefits for post-career associates by $4,680,886 as of January 1,
1997 and the estimated eligibility and interest cost components of the net
periodic post-career benefit cost for 1997 by $923,834.
The Company participates with its affiliates in an unfunded deferred
compensation plan for highly compensated employees and independent contractor
agents. The established liabilities reflected in these statements were
$1,360,028 and $1,367,353 for 1997 and 1996, respectively.
10. OTHER RELATED PARTY TRANSACTIONS
The Company, its parent, and its affiliates share certain administrative,
occupancy and marketing expenses. Such expenses are allocated to the Company
based on time and usage studies and totaled approximately $146,287,205 and
$139,469,237 in 1997 and 1996, respectively.
At December 31, 1997 and 1996, total amounts owed to the parent company,
exclusive of federal and foreign income taxes were approximately $91,181,000 and
$59,517,000, respectively. Total amounts owed to other affiliates were
approximately $34,000 and $24,000, respectively.
11. CONTINGENT LIABILITIES
The Company is a defendant in several lawsuits challenging sales practices with
respect to life insurance products, some of which allege class action status.
The ultimate outcome of these lawsuits is uncertain, and an amount or estimate
of a range of amounts relative to the outcome of these cases cannot be
determined at this time. Therefore, no liability has been recorded in these
financial statements. Management believes it is possible that the resolution of
these matters could be material to these statements.
In addition, the Company is subject to liabilities of a contingent nature which
may from time to time arise. Such liabilities could result from income tax
matters, guaranty fund assessments or other occurrences that take place in the
normal course of doing business. In addition, the life insurance industry has
not been exempt from the impact of an increasingly litigious environment which
is being experienced in the United States. Liabilities arising as a result of
these factors, or other such contingencies, that are not provided for elsewhere
in these financial statements are not reasonably estimable and are not
considered by management to be material in relation to the financial position of
the Company.
12. DIVIDEND RESTRICTIONS
The maximum amount of dividends which can be paid to shareholders of insurance
companies domiciled in Illinois without prior approval of the Insurance
Commissioner is subject to restrictions related to statutory surplus and net
income.
49-------
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES
SCHEDULE 1 -- SELECTED FINANCIAL DATA
DECEMBER 31, 1997 AND 1996
The following is a summary of certain financial data (in thousands) included in
other exhibits and schedules subjected to audit procedures by independent
auditors and utilized by actuaries in the determination of reserves.
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Investment income earned:
U.S. government bonds $ 530,986 $ 526,223
Other bonds (unaffiliated) 775,923 722,238
Preferred stock (unaffiliated) 134 134
Common stocks (unaffiliated) 3,492 2,655
Mortgage loans 160,724 151,689
Real estate 2,420 2,420
Premium notes, policy loans and liens 125,529 113,872
Cash on hand and on deposit 418 381
Short-term investments 28,602 21,800
Other invested assets 28,153 17,636
---------- ----------
Gross investment income $1,656,381 $1,559,048
---------- ----------
---------- ----------
Real estate owned -- book value less encumbrances $ 11,304 $ 11,923
---------- ----------
---------- ----------
Mortgage loans -- book value:
Residential mortgages $ 48,850 $ 61,970
Commercial mortgages 1,978,363 1,678,818
---------- ----------
Total mortgage loans $2,027,213 $1,740,788
---------- ----------
---------- ----------
Mortgage loans by standing -- book value:
Good standing $1,978,768 $1,674,420
---------- ----------
---------- ----------
Good standing with restructured terms $ 45,862 $ 65,508
---------- ----------
---------- ----------
Overdue more than three months, not in foreclosure $ 1,838 $ 117
---------- ----------
---------- ----------
Foreclosure in process $ 744 $ 744
---------- ----------
---------- ----------
</TABLE>
51-------
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES
SCHEDULE 1 -- SELECTED FINANCIAL DATA CONTINUED
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Other long-term assets -- statement value $ 322,799 $ 362,567
------------ ------------
------------ ------------
Bonds and stocks of parents, subsidiaries and affiliates -- book value:
Common stocks $ 3,500 $ 3,500
------------ ------------
------------ ------------
Bonds and short-term investments by class and maturity:
Bonds by maturity -- statement value:
Due within one year or less $ 1,796,291 $ 1,545,473
Over 1 year through 5 years 6,760,778 5,665,389
Over 5 years through 10 years 7,628,963 7,859,357
Over 10 years through 20 years 2,093,541 2,142,287
Over 20 years 93,628 61,805
------------ ------------
Total by maturity $ 18,373,201 $ 17,274,311
------------ ------------
------------ ------------
Bonds by class -- statement value:
Class 1 $ 17,748,314 $ 16,782,010
Class 2 570,937 398,415
Class 3 28,248 50,640
Class 4 25,702 43,106
Class 5 0 139
Class 6 0 0
------------ ------------
Total by class $ 18,373,201 $ 17,274,310
------------ ------------
------------ ------------
Total bonds publicly traded $ 17,104,175 $ 16,195,677
------------ ------------
------------ ------------
Total bonds privately placed $ 1,269,026 $ 1,078,634
------------ ------------
------------ ------------
Preferred stocks -- statement value $ 2,156 $ 2,243
------------ ------------
------------ ------------
Common stocks -- market value $ 251,464 $ 199,828
------------ ------------
------------ ------------
Short-term investments -- book value $ 645,366 $ 357,608
------------ ------------
------------ ------------
Cash on deposit $ 4,803 $ 13,538
------------ ------------
------------ ------------
</TABLE>
- - ---------
52
<PAGE>
STATE FARM LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY)
SUPPLEMENTAL SCHEDULE OF ASSETS AND LIABILITIES
SCHEDULE 1 -- SELECTED FINANCIAL DATA CONTINUED
DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Life insurance in force
Ordinary $ 311,550,042 $ 289,668,061
------------- -------------
------------- -------------
Credit life $ 1,563,775 $ 1,627,843
------------- -------------
------------- -------------
Group life $ 11,001,540 $ 10,687,281
------------- -------------
------------- -------------
Amount of accidental death insurance in force under ordinary policies $ 8,599,134 $ 8,680,207
------------- -------------
------------- -------------
Life insurance policies with disability provisions in force:
Ordinary $ 4,762 $ 4,651
------------- -------------
------------- -------------
Group life (certificates) $ 117 $ 116
------------- -------------
------------- -------------
Supplementary contracts in force:
Ordinary -- not involving life contingencies:
Amount on deposit $ 411,907 $ 430,415
------------- -------------
------------- -------------
Income payable $ 2,769 $ 2,490
------------- -------------
------------- -------------
Ordinary -- involving life contingencies:
Income payable $ 5,388 5,078
------------- -------------
------------- -------------
Annuities:
Ordinary:
Immediate -- amount of income payable $ 91,185 $ 80,316
------------- -------------
------------- -------------
Deferred -- fully paid account balance $ 3,456,136 $ 3,480,300
------------- -------------
------------- -------------
Deferred -- not fully paid -- account balance $ 806 $ 798
------------- -------------
------------- -------------
Deposit funds and dividend accumulations:
Deposit funds -- account balance $ 94,647 $ 100,154
------------- -------------
------------- -------------
Dividend accumulations -- account balance $ 2,944,510 $ 2,734,155
------------- -------------
------------- -------------
</TABLE>
53-------
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
All required financial statements are included in Part B.
(b) Exhibits
(1) Resolutions of the Board of Directors of State Farm Life Insurance
Company ("State Farm") establishing the State Farm Life Insurance
Company Variable Annuity Separate Account (the "Variable Account").*
(2) Not Applicable.
(3) Distribution Agreement.**
(4) (a) Form of Policy.**
(b) Riders to Form of Policy**
(5) Application.**
(6) (a) Articles of Incorporation of State Farm.*
(b) By-Laws of State Farm.*
(7) Not Applicable.
(8) Form of Participation Agreement.**
(9) Opinion and Consent of Counsel.***
(10) (a) Consent of Sutherland, Asbill & Brennan.
(b) Consent of Coopers & Lybrand L.L.P.
(11) Not Applicable.
(12) Not Applicable.
(13) Not Applicable.
(14) Powers of Attorney**
________________
* Incorporated by reference to the Registrant's initial registration
statement filed with the Securities and Exchange Commission on January
3, 1997 (File No. 333-19189).
** Incorporated by reference to the Registrant's Pre-Effective Amendment
No. 1 filed with the Securities and Exchange Commission on October 10,
1997 (File No. 333-19189).
*** Incorporated by reference to the Registrant's Post-Effective
Amendment No. 1 filed with the Securities and Exchange Commission on
November 7, 1997.
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS/*/ Position with State Farm
---------------- ------------------------
<S> <C>
Marvin D. Bower Chairman of the Board and Director
Edward B. Rust, Jr. Director; President
Roger B. Tompkins Director: Executive Vice President
Darrell W. Beernink Director; Vice President and Actuary
Charles R. Wright Director; Agency Vice President
Robert S. Eckley Director
Wendy L. Gramm Director
Roger S. Joslin Director
Kurt G. Moser Director; Vice President - Investments
George L. Perry Director
Don D Rood Director
Curtis W. Tarr Director
Vincent J. Trosino Director
Mary Rebecca Blakeslee Vice President - Life/Health Underwriting
James G. Fisher Vice President - Operations
James A. Malay Vice President - Policyholder Systems
William A. Montgomery Senior Vice President and General Counsel
Danny L. Scott, M.D. Vice President and Medical Director
Laura P. Sullivan Vice President - Counsel; and Secretary
Dale R. Egeberg Vice President and Controller - Life
Robert Myer Vice President - Life/Health Field Services
Terry L. Huff Vice President - Advanced Products
Max E. McPeek Vice President - Compliance
</TABLE>
* The principal business address of all the persons listed above is One State
Farm Plaza, Bloomington, Illinois 61710-0001.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
State Farm Mutual Automobile Insurance Company
State Farm County Mutual Insurance Company of Texas (Common
Management)
State Farm General Insurance Company (100% Ownership)
State Farm Fire and Casualty Company (100% Ownership)
State Farm Life Insurance Company (100% Ownership)
State Farm Annuity and Life Insurance Company (100% Ownership)
State Farm Life and Accident Assurance Company (100% Ownership)
State Farm Indemnity Company (100% Ownership)
Amberjack, Ltd. (100% Ownership)
Fiesta Jack, Ltd. (100% Ownership)
State Farm Lloyds, Inc. (100% Ownership)
State Farm Investment Management Corp. (100% Ownership)
State Farm International Services, Inc. (100% Ownership)
State Farm VP Management Corp. (100% Ownership)
Insurance Placement Services, Inc. (100% Ownership)
ITEM 27. NUMBER OF POLICY OWNERS
As of April 18, 1998, there were 1,127 policy owners.
ITEM 28. INDEMNIFICATION
Illinois Business Corporation Act Chapter 805 Section 5/8.75 is a
comprehensive provision that defines the power of Illinois corporations to
provide for the indemnification of its officers, directors, employees and
agents. This Section also authorizes Illinois corporations to purchase and
maintain insurance on behalf of directors, officers, employees or agents of the
corporation.
The Articles of Incorporation, as amended, and the Bylaws of State
Farm Life Insurance Company do not provide for the indemnification of officers,
directors, employees or agents of the Company.
ITEM 29. PRINCIPAL UNDERWRITER
(a) State Farm VP Management Corp. ("State Farm VP") is the
registrant's principal underwriter.
<PAGE>
(b) Officers and Directors of State Farm VP.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address* With the Underwriter
- - ------------------ ---------------------
<S> <C>
Edward B. Rust, Jr. Director; President, CEO
Roger S. Joslin Director; Vice President and
Treasurer; CFO
Kurt G. Moser Director
Charles R. Wright Director; Vice President,
Sales and Marketing
Roger B. Tompkins Director; Vice President,
Administration; COO
Ralph O. Bolt Assistant Vice President,
Sales and Marketing
David R. Grimes Assistant Vice President,
Financial; Secretary
Terry L. Huff Assistant Vice President,
Administration; Manager, OSJ
Max E. McPeek Assistant Vice President, Compliance;
Chief Compliance Officer
Patricia L. Dysart Assistant Secretary; Counsel
</TABLE>
* The principal business address of all of the persons listed above is One
State Farm Plaza, Bloomington, Illinois 61710-0001.
ITEM 30. LOCATION OF BOOKS AND RECORDS
All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder, are maintained by State Farm at One State Farm Plaza,
Bloomington, Illinois 61710-0001.
ITEM 31. MANAGEMENT SERVICES
All management contracts are discussed in Part A or Part B of this
registration statement.
ITEM 32. UNDERTAKINGS AND REPRESENTATIONS
(a) The registrant undertakes that it will file a post-effective
amendment to this registration statement as frequently as is
necessary to ensure that the audited financial statements in the
registration statement are never more than 16 months old for as
long as purchase payments under the Policies offered herein are
being accepted.
(b) The registrant undertakes that it will include either (1) as part
of any application to purchase a Policy offered by the
prospectus, a space that an applicant can check to request a
Statement of Additional Information, or (2) a post card or
similar written communication affixed to or included in the
prospectus that the applicant can remove and send to State Farm
for a Statement of Additional Information.
(c) The registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made
available under this Form N-4 promptly upon written or oral
request to State Farm at the address or phone number listed in
the prospectus.
(d) State Farm represents that in connection with its offering of the
Policies as funding vehicles for retirement plans meeting the
requirements of Section 403(b) of the Internal Revenue Code of
1986, it is relying on a no-action letter dated November 28,
1988, to the American Council of Life Insurance (Ref. No. IP-6-
88) regarding Sections 22(e), 27(c)(1), and 27(d) of the
Investment Company Act of 1940, and that paragraphs numbered (1)
through (4) of that letter will be complied with.
(e) State Farm represents that the fees and charges under the
Policies, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the
risks assumed by State Farm.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this post-effective amendment
and has caused this post-effective amendment to be signed on its behalf, in
the City of Bloomington, and the State of Illinois, on this 30th day of
April, 1998.
State Farm Life Insurance Company
Variable Annuity Separate Account (Registrant)
Attest: /s/ Patricia Dysart By: *
- - ---------------------------- ------------------------------
Edward B. Rust, Jr.
President
State Farm Life Insurance Company
By: State Farm Life Insurance Company (Depositor)
Attest: /s/ Patricia Dysart By: *
- - ---------------------------- ------------------------------
Edward B. Rust, Jr.
President
State Farm Life Insurance Company
<PAGE>
As required by the Securities Act of 1933, this post-effective amendment
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- - --------- ----- ----
* President and Director
- - ----------------------- (Principal Executive Officer)
Edward B. Rust, Jr.
* Vice President and Actuary;
- - ----------------------- Director
Darrell W. Beernink (Principal Financial Officer)
* Vice President and Controller - Life
- - ----------------------- (Principal Accounting Officer)
Dale R. Egeberg
* Director
- - -----------------------
Darrell W. Beernink
* Director
- - -----------------------
Marvin D. Bower
Director
- - -----------------------
Roger B. Tompkins
* Director
- - -----------------------
Robert S. Eckley
* Director
- - -----------------------
Wendy L. Gramm
* Director
- - -----------------------
Roger S. Joslin
* Director
- - -----------------------
Kurt G. Moser
* Director
- - -----------------------
George L. Perry
* Director
- - -----------------------
Don D Rood
* Director
- - -----------------------
Curtis W. Tarr
* Director
- - -----------------------
Vincent J. Trosino
* Director
- - -----------------------
Charles R. Wright
* By /s/ Terry Huff Date: April 30, 1998
-----------------
Terry Huff
Pursuant to Power
of Attorney
<PAGE>
[Letterhead of Sutherland, Asbill & Brennan LLP]
April 28, 1998
State Farm Life Insurance Company
One State Farm Plaza
Bloomington, Illinois 61710-0001
Re: State Farm Life Insurance Company
Variable Annuity Separate Account
---------------------------------
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the statement of additional information filed as part of
Post-Effective Amendment No. 2 to the Form N-4 registration statement for State
Farm Life Insurance Company Variable Annuity Separate Account (File No.
333-19189). In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act of
1933.
Sincerely,
SUTHERLAND, ASBILL & BRENNAN LLP
By: /s/ Stephen E. Roth
-------------------------
Stephen E. Roth, Esq.
<PAGE>
[LETTERHEAD]
Exhibit 10(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
State Farm Life Insurance Company
We consent to the inclusion in Post-Effective Amendment No. 2 to the
Registration Statement of State Farm Life Insurance Company Variable Annuity
Separate Account on Form N-4 (File No. 333-19189) of our report dated
February 17, 1998, on our audits of the statutory financial statements of
State Farm Life Insurance Company. We also consent to the reference to our
Firm under the caption "Experts" in the Statement of Additional Information.
/s/ Coopers & Lybrand L.L.P.
Chicago, Illinois
April 30, 1998
