<PAGE>
As Filed With the Securities and Exchange Commission on April 28, 2000
Registration No. 33-12470
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 22
TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
GE Life & Annuity Separate Account III
(Exact Name of Registrant)
GE Life and Annuity Assurance Company
(Name of Depositor)
6610 West Broad Street, Richmond, Virginia 23230
(Address of Principal Executive Office)
Name and complete address of agent for service
Patricia L. Dysart
Associate General Counsel and Assistant Vice President
GE Life and Annuity Assurance Company
6610 W. Broad Street
Richmond, VA 23230
Copy to:
Stephen E. Roth, Esquire
Sutherland LLP Asbill & Brennan
1275 Pennsylvania Ave., NW
Washington, D.C. 20004-2415
It is proposed that this filing will become effective:
[_] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on April 28, 2000 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a) of Rule 485
[_] on pursuant to paragraph (a) of Rule 485
Title of Securities Being Registered: Interest in a separate account under
Flexible Premium Variable Life Insurance
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<PAGE>
GE Life & Annuity Separate Account III
Prospectus For The
Flexible Premium Variable Life Insurance Policy
Policy Form P1097 1/87
issued by:
GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond, Virginia 23230
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This prospectus describes an individual flexible premium variable life
insurance policy offered by GE Life and Annuity Assurance Company ("we," "us,"
"our," or the "Company"). The Policy provides life insurance protection and
premium flexibility.
We provide a death benefit under the Policy. The amount of this benefit will
equal the greater of (l) the Specified Amount, or (2) the Cash Value multiplied
by the applicable corridor percentage. We guarantee that your death benefit
will at least equal the Specified Amount so long as your Policy is in force.
Investments (premium payments) may accumulate Cash Value on a variable or fixed
basis, or both. If you choose our variable option, we will invest your premium
payments in Investment Subdivisions of Separate Account III. Each Investment
Subdivision invests in shares of the Funds. We list the Funds, and their
currently available portfolios, below.
The Alger American Fund:
Alger American Growth Portfolio, Alger American Small Capitalization
Portfolio
Federated Insurance Series:
Federated American Leaders Fund II, Federated High Income Bond Fund II,
Federated Utility Fund II
Fidelity Variable Insurance Products Fund (VIP):
VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP Overseas Portfolio
Fidelity Variable Insurance Products Fund II (VIP II):
VIP II Asset Manager Portfolio, VIP II Contrafund(R) Portfolio
Fidelity Variable Insurance Products Fund III (VIP III):
VIP III Growth & Income Portfolio, VIP III Growth Opportunities Portfolio
GE Investments Funds, Inc.:
Global Income Fund, Income Fund, International Equity Fund, Mid-Cap Value
Equity Fund (formerly known as Value Equity Fund), Money Market Fund,
Premier Growth Equity Fund, Real Estate Securities Fund, S&P 500(R) Index
Fund, Total Return Fund, U.S. Equity Fund.
Goldman Sachs Variable Insurance Trust (VIT):
Goldman Sachs Growth and Income Fund, Goldman Sachs Mid Cap Value Fund
(formerly known as Mid Cap Equity Fund)
Janus Aspen Series:
Aggressive Growth Portfolio, Balanced Portfolio, Capital Appreciation
Portfolio, Flexible Income Portfolio, Global Life Sciences Portfolio, Global
Technology Portfolio, Growth Portfolio, International Growth Portfolio,
Worldwide Growth Portfolio
1
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Oppenheimer Variable Account Funds:
Oppenheimer Aggressive Growth Fund/VA, Oppenheimer Bond Fund/VA, Oppenheimer
Capital Appreciation Fund/VA, Oppenheimer High Income Fund/VA, Oppenheimer
Multiple Strategies Fund/VA
PBHG Insurance Series Fund, Inc.:
PBHG Growth II Portfolio, PBHG Large Cap Growth Portfolio
Salomon Brothers Variable Series Fund Inc:
Salomon Investors Fund, Salomon Strategic Bond Fund, Salomon Total Return
Fund
Not all of these portfolios may be available in all states or in all
markets.
You bear the investment risk if you allocate your premium payments to Separate
Account III.
If you choose our fixed option, your premium payments will grow at the rate of
at least 4%. We take the investment risk of premium payments allocated to the
Guarantee Account.
Your Policy provides for a Surrender Value. Your Surrender Value will depend
upon your Cash Value.
You may cancel your Policy during the free-look period. Please note that
replacing your existing insurance coverage with the Policy might not be to your
advantage.
The Securities and Exchange Commission has not approved these securities or
determined if this Prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
Neither the U.S. Government nor any governmental agency insures or guarantees
your investment in the Policy.
This Prospectus contains information about Separate Account III that you should
know before investing. Please read this Prospectus carefully before investing
and keep it for future reference.
The date of this Prospectus is May 1, 2000.
2
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Table of Contents
<TABLE>
<S> <C>
Definitions................................................................. 6
Policy Summary.............................................................. 8
Portfolio Annual Expense Table.............................................. 11
Portfolio Annual Expenses.................................................. 11
Other Policies............................................................. 14
Risk Summary................................................................ 15
GE Life and Annuity Assurance Company....................................... 17
State Regulation........................................................... 17
Separate Account III........................................................ 18
Changes to Separate Account III............................................ 18
The Portfolios.............................................................. 20
Investment Subdivisions.................................................... 20
Your Right to Vote Portfolio Shares........................................ 29
The Guarantee Account....................................................... 30
Charges And Deductions...................................................... 31
Charges Attributable to Premium Payments................................... 31
Mortality and Expense Risk Charge.......................................... 32
Administrative Expense Charge.............................................. 32
Cost of Insurance.......................................................... 32
Surrender Charge........................................................... 34
Partial Withdrawal Processing Fee.......................................... 34
Transfer Charge............................................................ 34
Other Charges.............................................................. 35
Reduction of Charges for Group Sales....................................... 35
The Policy.................................................................. 36
Applying for a Policy...................................................... 36
Owner...................................................................... 36
Beneficiary................................................................ 36
Changing the Beneficiary................................................... 37
Canceling a Policy......................................................... 37
Premiums.................................................................... 38
General.................................................................... 38
Initial Premium............................................................ 38
Planned Premium............................................................ 38
Preferred Funding Risk Class............................................... 39
Tax Free Exchanges (1035 Exchanges)........................................ 39
Additional Premium Payments................................................ 39
Repayment of Outstanding Policy Debt....................................... 40
Allocating Premiums........................................................ 40
</TABLE>
3
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<TABLE>
<S> <C>
How Your Cash Value Varies.................................................. 42
Cash Value................................................................. 42
Surrender Value............................................................ 42
Investment Subdivision Values.............................................. 42
Unit Values................................................................ 42
Net Investment Factor...................................................... 43
Transfers................................................................... 44
General.................................................................... 44
Dollar-Cost Averaging...................................................... 44
Portfolio Rebalancing...................................................... 46
Transfers by Third Parties................................................. 46
Death Benefits.............................................................. 47
Amount of Death Benefit Payable............................................ 47
Changing the Specified Amount.............................................. 47
Surrenders and Partial Withdrawals.......................................... 49
Surrenders................................................................. 49
Partial Withdrawals........................................................ 49
Effect of Partial Withdrawals on Cash Value and Death Benefit Proceeds..... 49
Loans....................................................................... 50
General.................................................................... 50
Interest Rate Credited..................................................... 50
Interest Rate Charged...................................................... 50
Repayment of Policy Debt................................................... 51
Effect of Policy Loans..................................................... 51
Termination................................................................. 52
Premium to Prevent Termination............................................. 52
Your Policy will Remain in Effect During the Grace Period.................. 52
Reinstatement.............................................................. 52
Payments And Telephone Transactions......................................... 53
Requesting Payments........................................................ 53
Telephone Transactions..................................................... 53
Tax Considerations.......................................................... 54
Federal Tax Matters........................................................ 54
Introduction............................................................... 54
Tax Status of the Policy................................................... 54
Tax Treatment of Policies -- General....................................... 55
Tax Treatment of Modified Endowment Contracts.............................. 55
Tax Treatment of Policies That Are Not MECs................................ 56
Other Tax Rules Applicable to the Policies................................. 57
Income Tax Withholding..................................................... 57
</TABLE>
4
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<TABLE>
<S> <C>
Taxation Status of the Company............................................. 58
Changes in the Law and Other Considerations................................ 58
Other Policy Information.................................................... 59
Exchange Privilege......................................................... 59
Benefits at Maturity....................................................... 59
Optional Payment Plans..................................................... 59
Dividends.................................................................. 60
Incontestability........................................................... 60
Suicide Exclusion.......................................................... 60
Misstatement of Age or Sex................................................. 60
Written Notice............................................................. 61
Trustee.................................................................... 61
Other Changes.............................................................. 61
Reports.................................................................... 61
Change of Owner............................................................ 62
Using the Policy as Collateral............................................. 62
Reinsurance................................................................ 62
Legal Proceedings.......................................................... 62
Additional Information...................................................... 63
Sale of the Policies....................................................... 63
Legal Matters.............................................................. 63
Experts.................................................................... 63
Actuarial Matters.......................................................... 64
Financial Statements....................................................... 64
Executive Officers and Directors........................................... 65
Other Information.......................................................... 66
Hypothetical Illustrations.................................................. 67
</TABLE>
This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not be lawfully made.
5
<PAGE>
Definitions
We have tried to make this Prospectus as understandable as possible. However,
in explaining how the Policy works, we have had to use certain terms that have
special meanings. We define these terms below.
Age -- The age on the Insured's birthday nearest the Policy Date or a Policy
Anniversary.
Attained Age -- The Insured's Age on the Policy Date plus the number of full
years since the Policy Date.
Beneficiary -- The person or entity you designate to receive the death benefit
payable at the death of the Insured.
Business Day -- For each Investment Subdivision, each day on which the New York
Stock Exchange is open for business except for days that the Investment
Subdivision's corresponding Fund does not value its shares.
Cash Value -- The total amount under the Policy in each Investment Subdivision,
Guarantee Account and the General Account.
Fund -- Any open-end management investment company or unit investment trust in
which Separate Account III invests.
GE Life & Annuity -- GE Life and Annuity Assurance Company.
General Account -- Assets of GE Life & Annuity other than those allocated to
Separate Account III or any of our other separate accounts.
Guarantee Account -- Part of our General Account that provides a guaranteed
interest rate for a specified interest rate guarantee period. This account is
not part of and does not depend on the investment performance of Separate
Account III.
Home Office -- Our offices at 6610 West Broad Street, Richmond, Virginia 23230,
1-804-281-6000.
Initial Investment Period -- The period that commences on the date that
coverage begins under the Policy and ends on the date of receipt at the Home
Office of the Policy Delivery and Acceptance Letter, signed and dated by the
Owner, indicating that the Owner received and accepted the Policy, or if the
Policy is not accepted, when amounts due are refunded, whichever is applicable.
Insured -- The person upon whose life we issue the Policy.
Investment Subdivision -- A subdivision of Separate Account III, the assets of
which invest exclusively in a corresponding portfolio of a Fund. Not all
Investment Subdivisions may be available in all states or markets.
Monthly Anniversary Day -- The same day in each month as the Policy Date.
Optional Payment Plan -- A plan under which any part of life insurance proceeds
or Surrender Value proceeds can be used to provide a series of periodic
payments to you or a Beneficiary.
Owner -- The Owner of the Policy. "You" or "your" refers to the Owner. You may
also name Contingent Owners.
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Policy -- The Policy with any attached application(s), any riders, and
endorsements.
Policy Date -- The date as of which we issue the Policy and the date as of
which the Policy becomes effective. We measure Policy years and anniversaries
from the Policy Date. The Policy Date is shown on the Policy data pages. If the
Policy Date would otherwise fall on the 29th, 30th or 31st of a month, the
Policy Date will be the 28th.
Policy Debt -- The amount of outstanding loans plus accrued interest.
Policy Month -- A one-month period beginning on a Monthly Anniversary Day and
ending on the day immediately preceding the next Monthly Anniversary Day.
Proceeds -- The amount payable upon surrender of the Policy or the death of the
Insured. We will reduce your Proceeds by outstanding Policy Debt and any due
and unpaid monthly deductions to determine the death benefit payable under the
Policy.
Separate Account III -- GE Life & Annuity Separate Account III, the segregated
asset account of GE Life & Annuity to which you allocate premiums.
Specified Amount -- An amount we use in determining the insurance coverage on
an Insured's life.
Surrender Value -- The amount we pay you when you surrender the Policy. It is
equal to Cash Value less Policy Debt and less any applicable surrender charge.
Unit Value -- A unit of measure we use to calculate the Cash Value for each
Investment Subdivision.
Valuation Period -- The period that starts at the close of regular trading on
the New York Stock Exchange on any Business Day and continues to the end of the
next Business Day.
7
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Policy Summary(/1/)
PREMIUMS
. You select a premium payment plan. Your initial premium and the amount of any
planned premium will be shown in your Policy's data pages. The minimum first
year planned premium is $5,000. See Premiums.
. Premium amounts depend on the Insured's Age, sex (where applicable), risk
class, and Specified Amount selected. See Premiums.
. You may make additional premium payments, within limits. See Premiums.
. Under certain circumstances, you may have to pay extra premiums to prevent
termination. See Premium to Prevent Termination.
ALLOCATION OF PREMIUMS
. You allocate your premiums among up to seven of the Investment Subdivisions
of Separate Account III at any given time. You may also allocate premiums to
the Guarantee Account. Allocations to the Guarantee Account count as one of
the seven allocations we permit under the Policy. Until l) the date we
approve the application, 2) the date we receive all necessary forms
(including any subsequent amendments to your application), and 3) the date we
receive the entire initial premium, we will place any premiums you pay in a
non-interest bearing account. We will then allocate any portion of your
initial premium designated for the Guarantee Account to the Guarantee Account
and any portion of your initial premium designated for the Investment
Subdivisions to the Investment Subdivision investing in the Money Market Fund
of the GE Investments Funds (the "Money Market Investment Subdivision")
during the Initial Investment Period. At the end of the Initial Investment
Period, we will transfer this amount to the Investment Subdivisions you
designated in your application. We anticipate revising this allocation
procedure within the second or third quarter of 2000 to allow immediate
allocation during the Initial Investment Period to the Investment
Subdivisions you choose. The actual practice will be set forth in your
Policy. See Allocating Premiums for rules and limits.
(/1/If)we issued your Policy before November 14, 1995, please see Appendix A
for a description of certain features of your Policy.
8
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. The Investment Subdivisions invest in corresponding portfolios of the
following Funds:
The Alger American Fund Goldman Sachs Variable Insurance Trust (VIT)
Alger American Growth Portfolio Goldman Sachs Growth and Income Fund
Alger American Small Goldman Sachs Mid Cap Value Fund
Capitalization Portfolio (formerly Mid Cap Equity Fund)
Federated Insurance Series
Federated American Leaders Fund II Janus Aspen Series
Federated High Income Bond Fund II Aggressive Growth Portfolio
Federated Utility Fund II Balanced Portfolio
Capital Appreciation Portfolio
Fidelity Variable Insurance Products Flexible Income Portfolio
Fund Global Life Sciences Portfolio
VIP Equity-Income Portfolio Global Technology Portfolio
VIP Growth Portfolio Growth Portfolio
VIP Overseas Portfolio International Growth Portfolio
Worldwide Growth Portfolio
Fidelity Variable Insurance Products
Fund II Oppenheimer Variable Account Funds
VIP II Asset Manager Portfolio Oppenheimer Aggressive Growth Fund/VA
VIP II Contrafund Portfolio Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation
Fidelity Variable Insurance Products Fund/VA
Fund III Oppenheimer High Income Fund/VA
VIP III Growth & Income Portfolio Oppenheimer Multiple Strategies Fund/VA
VIP III Growth Opportunities
Portfolio PBHG Insurance Series Fund, Inc.
PBHG Growth II Portfolio
GE Investments Funds, Inc. PBHG Large Cap Growth Portfolio
Global Income Fund
Income Fund Salomon Brothers Variable Series Funds
International Equity Fund Inc
Mid-Cap Value Equity Fund Salomon Investors Fund
(formerly known as Value Salomon Strategic Bond Fund
Equity Fund) Salomon Total Return Fund
Money Market Fund
Premier Growth Equity Fund
Real Estate Securities Fund
S&P 500 Index Fund
Total Return Fund See Investment Subdivisions
U.S. Equity Fund
Not all of these portfolios may be available in all states or in all markets.
DEDUCTIONS FROM ASSETS
. Each Fund deducts management fees and other expenses from its assets. For the
year ended December 31, 1999, the minimum total annual expenses (as a
percentage of average net assets) was .30%, and the maximum total annual
expenses (as a percentage of average net assets) was 1.20%. See Portfolio
Annual Expenses.
. We deduct a daily mortality and expense risk charge at a current effective
annual rate of .90% from assets in the Investment Subdivisions.
. We deduct a daily administrative expense charge at a current effective annual
rate of .40% from your assets in the Investment Subdivisions and the
Guarantee Account.
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. We make a monthly deduction from your Cash Value for 1) the cost of
insurance; 2) the premium tax charge (deducted monthly during the first ten
years following each premium payment at a rate equivalent to an annual rate
of .20% of that portion of the Policy's Cash Value in Separate Account III
attributable to each premium payment); and 3) the distribution expense charge
(deducted monthly during the first ten years following each premium payment
at a rate equivalent to an annual rate of .30% of that portion of the
Policy's Cash Value in Separate Account III attributable to each premium
payment).
CASH VALUE
. Cash Value equals the total amount in each Investment Subdivision and the
General Account.
. Cash Value serves as the starting point for calculating certain values under
a Policy, such as your Proceeds. Cash Value varies from day to day to reflect
investment experience of the Investment Subdivisions, charges deducted and
other Policy transactions (such as Policy loans, transfers, and partial
withdrawals). See How Your Cash Value Varies.
. You can transfer Cash Value among the Investment Subdivisions and the
Guarantee Account (subject to certain restrictions). A $10 transfer charge
applies to each transfer made after the first transfer in a calendar month.
See Transfers for rules and limits. Policy loans reduce the amount available
for allocations and transfers.
. There is no minimum guaranteed Cash Value. Your Policy will terminate if the
Surrender Value is too low to cover the monthly deduction (i.e., the premium
tax and distribution expense charges, if applicable, and the cost of
insurance charge) and the grace period expires without a sufficient payment.
See Premium to Prevent Termination.
CASH BENEFITS
. You may take a Policy loan for up to 90% of the difference between Cash Value
and any Surrender Charges, minus any Policy Debt. See Loans.
. In each Policy year after the first (but before the maturity date), you may
make one partial withdrawal from your Policy. The maximum amount you may
withdraw is that amount of Cash Value which exceeds the sum of the premiums
paid and outstanding Policy Debt. A processing fee equal to the lesser of $25
or 2% of the amount of the partial withdrawal will apply to each partial
withdrawal, but no surrender charge will apply. See Partial Withdrawal.
. While the Insured is alive, you can surrender your Policy at any time for its
Surrender Value (Cash Value minus Policy Debt and minus any applicable
10
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surrender charge). A surrender charge will apply within nine years of any
premium payment. See Surrenders and Surrender Charge.
. You may choose from a variety of payment options. See Requesting Payments.
DEATH BENEFITS
. We offer a death benefit. The amount of the benefit is the greater of
Specified Amount or the Cash Value multiplied by the applicable corridor
percentage. See Amount of Death Benefit Payable.
. A death benefit is payable as a lump sum or under a variety of payment
options.
. You may change the Specified Amount. See Changing the Specified Amount for
rules and limits.
. During the grace period, your Policy will remain in effect subject to certain
provisions. See Your Policy Will Remain in Effect During the Grace Period.
11
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Portfolio Annual Expense Table
PORTFOLIO ANNUAL EXPENSES
This table describes the portfolio fees and expenses. These fees and expenses
are shown as a percentage of net assets for the year ended December 31, 1999.
The prospectus for each Fund contains more detail concerning a portfolio's fees
and expenses.
Annual expenses of the portfolios of the Funds for the year ended December 31,
1999 (as a percentage of each portfolio's average net assets):
<TABLE>
<CAPTION>
Management
Fees Other Expenses
(after fee (after Total
waivers 12b-1 reimbursement Annual
Portfolio as applicable Fees as applicable) Expenses
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<S> <C> <C> <C> <C>
The Alger American Fund
Alger American Small
Capitalization Portfolio 0.85% 0.00% 0.05% 0.90%
Alger American Growth Portfolio 0.75 0.00 0.04 0.79
Federated Insurance Series
Federated American Leaders Fund
II 0.75 0.00 0.13 0.88
Federated High Income Bond Fund
II 0.60 0.00 0.19 0.79
Federated Utility Fund II 0.75 0.00 0.19 0.94
Fidelity Variable Insurance
Products Fund*/1/
VIP Equity-Income Portfolio 0.48 0.00 0.09 0.57
VIP Growth Portfolio 0.58 0.00 0.08 0.66
VIP Overseas Portfolio 0.73 0.00 0.18 0.91
Fidelity Variable Insurance
Products Fund II*/2/
VIP II Asset Manager Portfolio 0.53 0.00 0.10 0.63
VIP II Contrafund Portfolio 0.58 0.00 0.09 0.67
Fidelity Variable Insurance
Products Fund III*/3/
VIP III Growth & Income Portfolio 0.48 0.00 0.12 0.60
VIP III Growth Opportunities
Portfolio 0.58 0.00 0.11 0.69
GE Investments Funds, Inc./4/
Global Income Fund 0.60 0.00 0.14 0.74
Income Fund 0.50 0.00 0.07 0.57
International Equity Fund 1.00 0.00 0.08 1.08
Mid-Cap Value Equity Fund
(formerly known as Value Equity
Fund) 0.65 0.00 0.06 0.71
Money Market Fund 0.24 0.00 0.06 0.30
Premier Growth Equity Fund 0.65 0.00 0.03 0.68
Real Estate Securities Fund 0.85 0.00 0.09 0.94
S&P 500 Index Fund 0.35 0.00 0.04 0.39
Total Return Fund 0.50 0.00 0.06 0.56
U.S. Equity Fund 0.55 0.00 0.06 0.61
Goldman Sachs Variable Insurance
Trust (VIT)(/5/)
Goldman Sachs Growth and Income
Fund 0.75 0.00 0.25 1.00
Goldman Sachs Mid Cap Value Fund
(formerly known as Mid Cap
Equity Fund) 0.80 0.00 0.25 1.05
Janus Aspen Series/6/
Aggressive Growth Portfolio --
Institutional Shares 0.65 0.00 0.02 0.67
Balanced Portfolio --
Institutional Shares 0.65 0.00 0.02 0.67
Capital Appreciation Portfolio --
Institutional Shares 0.65 0.00 0.04 0.69
Flexible Income Portfolio --
Institutional Shares 0.65 0.00 0.07 0.72
Global Life Sciences Portfolio --
Service Shares 0.65 0.25 0.19 1.09
Global Technology Portfolio --
Service Shares 0.65 0.25 0.13 1.03
Growth Portfolio -- Institutional
Shares 0.65 0.00 0.02 0.67
International Growth Portfolio --
Institutional Shares 0.65 0.00 0.11 0.76
Worldwide Growth Portfolio --
Institutional Shares 0.65 0.00 0.05 0.70
</TABLE>
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<TABLE>
<CAPTION>
Other
Management Expenses
Fees (after (after Total
fee waiver as 12b-1 reimbursement Annual
Portfolio applicable) Fees as applicable) Expenses
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<S> <C> <C> <C> <C>
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Growth
Fund/VA 0.66 0.00 0.01 0.67
Oppenheimer Bond Fund/VA 0.72 0.00 0.01 0.73
Oppenheimer Capital Appreciation
Fund/VA 0.68 0.00 0.02 0.70
Oppenheimer High Income Fund/VA 0.74 0.00 0.01 0.75
Oppenheimer Multiple Strategies
Fund/VA 0.72 0.00 0.01 0.73
PBHG Insurance Series Fund,
Inc./7/
PBHG Growth II Portfolio 0.85 0.00 0.35 1.20
PBHG Large Cap Growth Portfolio 0.68 0.00 0.42 1.10
Salomon Brothers Variable Series
Fund/8/
Salomon Investors Fund 0.70 0.00 0.28 0.98
Salomon Strategic Bond Fund 0.80 0.00 0.20 1.00
Salomon Total Return Fund 0.75 0.00 0.25 1.00
</TABLE>
* The fees and expenses reported for the Variable Insurance Products Fund
(VIP), Variable Insurance Products Fund II (VIP II) and Variable Insurance
Products Fund III (VIP III) are prior to any fee waiver and/or reimbursement
as applicable.
/1/A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, certain funds, or FMR on behalf of
certain funds, have entered into arrangements with their custodian whereby
credits realized as a result of uninvested cash balances were used to reduce
custodian expenses. With reimbursements, the expenses of the portfolios of
the Variable Insurance Products Fund during 1999 for the VIP Equity-Income
Portfolio would have been total annual expenses of .56%, consisting of .48%
management fees and .08% other expenses; for VIP Overseas Portfolio total
annual expenses of .87%, consisting of .73% management fees and .14% other
expenses; for VIP Growth Portfolio total annual expenses of .65%, consisting
of .58% management fees and .07% other expenses.
/2/A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, certain funds, or FMR on behalf of certain
funds, have entered into arrangements with their custodian whereby credits
realized as a result of uninvested cash balances were used to reduce
custodian expenses. With reimbursements, the expenses of the portfolios of
the Variable Insurance Products Fund II during 1999 for VIP II Asset Manager
Portfolio would have been total annual expenses of .62%, consisting of .53%
management fees and .09% other expenses; for VIP II Contrafund Portfolio
total annual expenses of .65%, consisting of .58% management fees and .07%
other expenses.
/3/A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, certain funds, or FMR on behalf of
certain funds, have entered into arrangements with their custodian whereby
credits realized as a result of uninvested cash balances were used to reduce
custodian expenses. With reimbursements, the expenses of the portfolios of
the Variable Insurance Products Fund III during 1999 for VIP III Growth &
Income Portfolio would have been total annual expenses of .59%, consisting
of .48% management fees and .11% other expenses; for VIP III Growth
Opportunities Portfolio, total annual expenses of .68%, consisting of .58%
management fees and .10% other expenses.
/4/GE Asset Management Incorporated ("GEAM") has voluntarily agreed to waive a
portion of its management fee for the Money Market Fund. Absent this waiver,
the total annual expenses of the Fund would have been .50%, consisting of
0.44% in management fees and .06% in other expenses. Also, GEAM voluntarily
limited other expenses for the GE Premier Growth Equity Fund for the period
from May 1, 1999 through April 30, 2000, which limitation was discontinued
effective May 1, 2000. Absent that expense limitation, the total annual
expenses of the Fund would have been 0.72%, consisting of 0.65% in
management fees and 0.07% in other expenses.
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/5/ Goldman Sachs Asset Management has voluntarily agreed to reduce or limit
certain other expenses (excluding management fees, taxes, interest,
brokerage fees, litigation, indemnification and other extraordinary
expenses) to the extent such expenses exceed 0.25% of each Fund's
respective average daily net assets. The investment advisor may modify or
discontinue any of the limitations. Absent reimbursements, the expenses
during 1999 for Growth and Income Fund would have been total annual
expenses of 1.22%, consisting of .75% management fees and .47% other
expenses; and for Mid Cap Value Fund total annual expenses of 1.22%,
consisting of .80% management fees and .42% other expenses
/6/ Janus Aspen Series expenses (except for the Global Technology and Global
Life Sciences Portfolios) are based upon expenses for the fiscal year ended
December 31, 1999, restated to reflect a reduction in the management fees
for Growth, Aggressive Growth, Capital Appreciation, International Growth,
Worldwide Growth, Balanced, and Income Portfolios. Expenses for Global
Technology and Global Life Sciences Portfolios are based on the estimated
expenses that those Portfolios expect to incur in their initial fiscal
year. All expenses are shown without the effect of expense offset
arrangements.
The 12b-1 fee deducted for the Janus Aspen Series (Service Shares) covers
certain distribution and shareholder support services provided by the
companies selling variable contracts investing in the Janus Aspen Series
portfolios. The 12b-1 fee assessed against the Janus Aspen Series (Service
Shares) held for the Policies will be remitted to Capital Brokerage
Corporation, the principal underwriter for the Policies.
/7/ Absent fee waivers, the total annual operating expenses of the portfolios
of PBHG Insurance Series Fund during 1999 for PBHG Large Cap Growth
Portfolio would have been of 1.17%, consisting of .75% management fees and
.42% other expenses.
/8/Absent certain fee waivers or reimbursements, the total annual expenses of
the portfolios of Salomon Brothers Variable Series Fund during 1999 for
Investors Fund would have been total annual expenses of 1.15%, consisting of
.70% management fees and .45% other expenses; for Strategic Bond Fund total
annual expenses of 1.48%, consisting of .75% management fees and .73% other
expenses; for Total Return Fund total annual expenses of 1.65%, consisting
of .80% management fees and .85% other expenses.
The expense information regarding the Funds was provided by those Funds. We
have not independently verified this information. We cannot guarantee that the
reimbursements and fee waivers provided by certain of the Funds will continue.
OTHER POLICIES
We offer other variable life insurance policies which also invest in the same
portfolios of the Funds. These policies may have different charges that could
affect the value of the Investment Subdivisions and may offer different
benefits more suitable to your needs. To obtain more information about these
policies, contact your agent, or call (800) 352-9910.
14
<PAGE>
Risk Summary
INVESTMENT RISK
Your Cash Value is subject to the risk that investment performance will be
unfavorable and that your Cash Value will decrease. Because we continue to
deduct charges from Cash Value, if investment results are sufficiently
unfavorable and/or if the interest rates we credit are too low, the Surrender
Value of your Policy may fall to zero. In that case, the Policy will terminate
without value and insurance coverage will no longer be in effect, unless you
make an additional payment sufficient to prevent a termination during the 61-
day grace period. On the other hand, if investment experience is sufficiently
favorable and you have kept the Policy in force for a substantial time, you may
be able to draw upon Cash Value, through partial withdrawals and Policy loans.
RISK OF LAPSE
If the Surrender Value of your Policy is too low to pay the monthly deductions
when due, the Policy will be in default and a grace period will begin. There is
a risk that if partial withdrawals, loans, and monthly deductions reduce your
Surrender Value to too low an amount and/or if the investment experience of
your selected Investment Subdivisions is unfavorable, then your Policy could
lapse. In that case, you will have a 61-day grace period to make a sufficient
payment. If you do not make a sufficient payment before the grace period ends,
your Policy will terminate without value, insurance coverage will no longer be
in effect, and you will receive no benefits. After termination, you may
reinstate your Policy within three years subject to certain conditions.
TAX RISKS
We intend for the Policy to satisfy the definition of a "life insurance
contract" under section 7702 of the Internal Revenue Code of 1986, as amended
(the "Code"). In general, earnings under the Policy will not be taxed until a
distribution is made from the Policy. In addition, death benefits generally
will be excludable from income. In the case of a Policy that is considered a
"modified endowment contract," special rules apply and a 10% penalty tax may be
imposed on distributions, including loans. See Tax Treatment of Modified
Endowment Contracts. You should consult a qualified tax advisor in all tax
matters involving your Policy.
LIMITS ON PARTIAL WITHDRAWALS
You may make one partial withdrawal each Policy Year after the first Policy
Year (but before the maturity date).
You may withdraw an amount up to the amount of Cash Value which exceeds the sum
of premiums paid and outstanding Policy Debt. We will assess a processing fee
on the withdrawal.
Partial withdrawals will reduce your Cash Value and death benefit Proceeds.
Federal income taxes and a penalty tax may apply to partial withdrawals.
15
<PAGE>
EFFECTS OF POLICY LOANS
A Policy loan, whether or not repaid, will affect Cash Value over time because
we transfer the amount of the loan from the Investment Subdivisions and/or the
Guarantee Account to the General Account and hold it as collateral. We then
credit a fixed interest rate to the loan collateral. As a result, the loan
collateral does not participate in the investment results of the Investment
Subdivisions and does not participate in the interest credited to the Guarantee
Account. The longer the loan is outstanding, the greater the effect is likely
to be. Depending on the investment results of the Investment Subdivisions and
the extent, if any, of the difference in the interest rates credited to the
Guarantee Account and the General Account, the effect could be favorable or
unfavorable.
A Policy loan also reduces the death benefit Proceeds. A Policy loan could make
it more likely that a Policy would terminate. There is a risk if the loan
reduces your Surrender Value to too low an amount and investment experience is
unfavorable, that the Policy will lapse, resulting in adverse tax consequences.
You must submit a sufficient payment during the grace period to avoid the
Policy's termination without value and the end of insurance coverage.
COMPARISON WITH OTHER INSURANCE POLICIES
The Policy is similar in many ways to universal life insurance. As with
universal life insurance:
. the Owner pays premiums for insurance coverage on the Insured;
. the Policy provides for the accumulation of Surrender Value that is payable
if the Owner surrenders the Policy during the Insured's lifetime;
. and the Surrender Value may be substantially lower than the premiums paid.
However, the Policy differs from universal life insurance in that it permits
you to place your premium in the Investment Subdivisions. The amount and
duration of life insurance protection and of the Policy's Cash Value will vary
with the investment performance of the Investment Subdivisions you select.
The Surrender Value of your Policy may decrease if the investment performance
of the Investment Subdivisions to which you allocate Cash Value is sufficiently
adverse. If the Surrender Value becomes insufficient to cover charges when due,
the Policy will terminate without value after a grace period.
16
<PAGE>
GE Life and Annuity Assurance Company
We are a stock life insurance company operating under a charter granted by the
Commonwealth of Virginia on March 21, 1871. We principally offer life insurance
and annuity policies. We may do business in 49 states and the District of
Columbia. Our principal offices are at 6610 West Broad Street, Richmond,
Virginia 23230. Before January 1, 1999, our name was The Life Insurance Company
of Virginia.
General Electric Capital Assurance Company ("GE Capital Assurance") owns the
majority of our capital stock, and Federal Home Life Insurance Company
("Federal") and Phoenix Group Holdings, Inc. own the remainder. GE Capital
Assurance and Federal are indirectly owned by GE Financial Assurance Holdings,
Inc. which is a wholly owned subsidiary of General Electric Capital Corporation
("GE Capital"). GE Capital, a New York corporation, is a diversified financial
services company whose subsidiaries consist of specialty insurance, equipment
management, and commercial and consumer financing businesses. GE Capital's
indirect parent, General Electric Company, founded more than one hundred years
ago by Thomas Edison, is the world's largest manufacturer of jet engines,
engineering plastics, medical diagnostic equipment, and large electric power
generation equipment.
GNA Corporation, a direct wholly owned subsidiary of GE Financial Assurance
Holdings, Inc., directly owns the stock of Capital Brokerage Corporation (the
principal underwriter for the Policies and a broker/dealer registered with the
U.S. Securities and Exchange Commission).
We are a member of the Insurance Marketplace Standards Association ("IMSA"). We
may use the IMSA membership logo and language in our advertisements, as
outlined in IMSA's Marketing and Graphics Guidelines. Companies that belong to
IMSA subscribe to a set of ethical standards covering the various aspects of
sales and service for individually sold life insurance and annuities.
STATE REGULATION
We are subject to regulation by the State Corporation Commission of the
Commonwealth of Virginia. We file an annual statement with the Virginia
Commissioner of Insurance on or before March l of each year covering our
operations and reporting on our financial condition as of December 31 of the
preceding year. Periodically, the Commissioner of Insurance examines our
liabilities and reserves and those of Separate Account III and assesses their
adequacy, and a full examination of our operations is conducted by the State
Corporation Commission, Bureau of Insurance of the Commonwealth of Virginia, at
least every five years.
We are also subject to the insurance laws and regulation of other states within
which we are licensed to operate.
17
<PAGE>
SEPARATE ACCOUNT III
We established GE Life & Annuity Separate Account III as a separate investment
account on February 10, 1987. Separate Account III currently has forty-three
Investment Subdivisions available under the Policy. Each Investment Subdivision
invests exclusively in shares representing an interest in a separate
corresponding portfolio of one of the eleven Funds described below.
The assets of Separate Account III belong to us. However, we may not charge the
assets in Separate Account III attributable to the Policies with liabilities
arising out of any other business which we may conduct. If Separate Account
III's assets exceed the required reserves and other liabilities, we may
transfer the excess to our General Account. Income and both realized and
unrealized gains or losses from the assets of Separate Account III are credited
to or charged against Separate Account III without regard to the income, gains
or losses arising out of any other business we may conduct.
Separate Account III is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act") and meets the
definition of a separate account under the Federal securities laws.
Registration with the SEC does not involve supervision of the management or
investment practices or policies of Separate Account III by the SEC.
CHANGES TO SEPARATE ACCOUNT III
Separate Account III may include other Investment Subdivisions that are not
available under the Policy. We may substitute another investment subdivision or
insurance company separate account under the Policy if, in our judgment,
investment in an Investment Subdivision should no longer be possible or becomes
inappropriate to the purposes of the Policies, or if investment in another
investment subdivision or insurance company separate account is in the best
interest of Owners. The new Investment Subdivisions may be limited to certain
classes of Policies and the new portfolios may have higher fees and charges
than the portfolios they replaced. No substitution may take place without prior
notice to Owners and prior approval of the SEC and insurance regulatory
authorities, to the extent required by the 1940 Act and applicable law.
We may also, where permitted by law:
. create new separate accounts;
. combine separate accounts, including Separate Account III;
. transfer assets of Separate Account III, which we determine to be associated
with the class of Policies to which this Policy belongs, to another separate
account;
. add new Investment Subdivisions to or remove Investment Subdivisions from
Separate Account III or combine Investment Subdivisions;
18
<PAGE>
. make the Investment Subdivisions available under other policies we issue;
. add new Funds or remove existing Funds;
. substitute new Funds for any existing Fund which we determine is no longer
appropriate in light of the purposes of the Separate Account;
. deregister Separate Account III under the 1940 Act; and
. operate Separate Account III under the direction of a committee or in another
form.
19
<PAGE>
The Portfolios
You decide the Investment Subdivisions to which you direct premiums. You may
change your premium allocation without penalty or charges. There is a separate
Investment Subdivision which corresponds to each portfolio of a Fund offered in
this Policy.
Each Fund is registered with the Securities and Exchange Commission as an open-
end management investment company under the 1940 Act. The assets of each
portfolio are separate from other portfolios of a Fund and each portfolio has
separate investment objectives and policies. As a result, each portfolio
operates as a separate portfolio and the investment performance of one
portfolio has no effect on the investment performance of any other portfolio.
Before choosing an Investment Subdivision to allocate your premiums and Cash
Value, carefully read the prospectus for each Fund, along with this Prospectus.
We summarize the investment objectives of each portfolio below. There is no
assurance that any of the portfolios will meet these objectives.
The investment objectives and policies of certain portfolios are similar to the
investment objectives and policies of other portfolios that may be managed by
the same investment adviser or manager. The investment results of the
portfolios, however, may be higher or lower than the results of such other
portfolios. There can be no assurance, and no representation is made, that the
investment results of any of the portfolios will be comparable to the
investment results of any other portfolio, even if the other portfolio has the
same investment adviser or manager, or if the other portfolio has a similar
name.
INVESTMENT SUBDIVISIONS
We offer you a choice from among 43 Investment Subdivisions, each of which
invests in an underlying portfolio of one of the Funds. You may invest in up to
seven Investment Subdivisions at any one time. Allocations to the Guarantee
Account count as one of the seven allocations we permit under the Policy.
20
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Investment Subdivision Investment Objective Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S> <C> <C>
Alger American Growth Seeks long-term capital Fred Alger
Portfolio appreciation by focusing on Management, Inc.
growing companies that
generally have broad product
lines, markets, financial
resources and depth of
management. Under normal
circumstances, the portfolio
invests primarily in the
equity securities of large
companies. The portfolio
considers a large company to
have a market capitalization
of $1 billion or greater.
- ---------------------------------------------------------------------------------
Alger American Small Seeks long-term capital Fred Alger
Capitalization Portfolio appreciation by focusing on Management, Inc.
small, fast-growing companies
that offer innovative
products, services or
technologies to a rapidly
expanding marketplace. Under
normal circumstances, the
portfolio invests primarily in
the equity securities of small
capitalization companies. A
small capitalization company
is one that has a market
capitalization within the
range of the Russell 2000
Growth Index or the S&P(R)
Small Cap 600 Index.
- ---------------------------------------------------------------------------------
Federated Insurance
Series
Federated American Seeks long-term growth of Federated
Leaders Fund II capital with a secondary Investment
objective of providing income. Management Company
Seeks to achieve its objective
by investing, under normal
circumstances, at least 65% of
its total assets in common
stock of "blue chip"
companies.
- ---------------------------------------------------------------------------------
Federated High Income Seeks high current income by Federated
Bond Fund II investing primarily in a Investment
diversified portfolio of Management Company
professionally managed fixed-
income securities. The fixed
income securities in which the
Fund intends to invest are
lower-rated corporate debt
obligations, commonly referred
to as "junk bonds". The risks
of these securities and their
high yield potential are
described in the prospectus
for the Federated Insurance
Series, which should be read
carefully before investing.
- ---------------------------------------------------------------------------------
Federated Utility Fund II Seeks high current income and Federated
moderate capital appreciation Investment
by investing primarily in Management Company
equity and debt securities of
utility companies.
- ---------------------------------------------------------------------------------
Fidelity Variable
Insurance Products Fund
VIP Equity-Income Seeks reasonable income and Fidelity Management
Portfolio will consider the potential & Research Company
for capital appreciation. The (beginning January
fund also seeks a yield, which 1, 2001, FMR Co.,
exceeds the composite yield on Inc will
the securities comprising the subadvise.)
S&P 500 by investing primarily
in income-producing equity
securities and by investing in
domestic and foreign issuers.
- ---------------------------------------------------------------------------------
</TABLE>
21
<PAGE>
-
<TABLE>
<CAPTION>
Adviser (and Sub-
Investment Subdivision Investment Objective Adviser, as applicable)
- --------------------------------------------------------------------------------
<S> <C> <C>
VIP Growth Portfolio Seeks capital appreciation by Fidelity Management
investing primarily in common & Research Company
stocks of companies believed (beginning January
to have above-average growth 1, 2001, FMR Co.,
potential. Inc. will
subadvise.)
- --------------------------------------------------------------------------------
VIP Overseas Portfolio Seeks long-term growth of Fidelity Management
capital by investing at least & Research Company
65% of total assets in foreign (subadvised by
securities, primarily in Fidelity Management
common stocks. & Research (U.K.)
Inc., Fidelity
Management &
Research (Far East)
Inc., Fidelity
International
Investment
Advisors, Fidelity
International
Investment Advisors
(U.K.) Limited and
Fidelity
Investments Japan
Limited; beginning
January 1, 2001,
FMR Co., Inc. will
subadvise.)
- --------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II (VIP II)
VIP II Asset Manager Seeks high total return with Fidelity Management
Portfolio reduced risk over the long- & Research Company
term by allocating assets (subadvised by
among stocks, bonds and short- Fidelity Management
term instruments. & Research (U.K.)
Inc., Fidelity
Management &
Research (Far East)
Inc., Fidelity
Investments Japan
Limited and
Fidelity
Investments Money
Management, Inc.;
beginning January
1, 2001, FMR Co.,
Inc. will
subadvise.)
- --------------------------------------------------------------------------------
VIP II Contrafund Seeks long-term capital Fidelity Management
Portfolio appreciation by investing & Research Company
mainly in common stocks and in (subadvised by
securities of companies whose Fidelity Management
value is believed to have not & Research (U.K.)
been fully recognized by the Inc. and Fidelity
public. This fund invests in Management &
domestic and foreign issuers. Research (Far East)
This fund also invests in Inc., and Fidelity
"growth" stocks or "value" Investments Japan
stocks or both. Limited; beginning
January 1, 2001,
FMR Co., Inc. will
subadvise.)
- --------------------------------------------------------------------------------
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Investment Subdivision Investment Objective Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S> <C> <C>
Fidelity Variable Insurance Products Fund III (VIP III)
VIP III Growth & Income Seeks high total return Fidelity Management
Portfolio through a combination of & Research Company
current income and capital (subadvised by
appreciation by investing a Fidelity Management
majority of assets in common & Research (U.K.)
stocks with a focus on those Inc., Fidelity
that pay current dividends and Management &
show potential for capital Research (Far East)
appreciation. Inc.
and Fidelity
Investments Japan
Limited; beginning
January 1, 2001,
FMR Co., Inc. will
subadvise.)
- ---------------------------------------------------------------------------------
VIP III Growth Seeks to provide capital Fidelity Management
Opportunities Portfolio growth by investing primarily & Research Company
in common stock and other (subadvised by
types of securities, including Fidelity Management
bonds, which may be lower- & Research (U.K.)
quality debt securities. Inc. and Fidelity
Management &
Research Far East
Inc.)
- ---------------------------------------------------------------------------------
GE Investments Funds, Inc.
Global Income Fund Objective of providing high GE Asset Management
total return, emphasizing Incorporated
current income and, to a (subadvised by GE
lesser extent, capital Asset Management
appreciation. The Fund seeks Incorporated
to achieve this objective by Limited.)
investing primarily in foreign
and domestic income-bearing
debt securities and other
foreign and domestic income
bearing instruments. The
Global Income Fund is not
"diversified" as defined by
the Investment Company Act of
1940. Therefore, the Fund may
invest a greater percentage of
its assets in a particular
issuer than the other Funds
making it more susceptible to
adverse developments affecting
a single issuer. Nonetheless,
the Fund is subject to
diversification requirements
arising under the federal tax
laws and a limitation on
concentration of investments
in a single industry.
- ---------------------------------------------------------------------------------
Income Fund Objective of providing maximum GE Asset Management
income consistent with prudent Incorporated
investment management and
preservation of capital by
investing primarily in income-
bearing debt securities and
other income bearing
instruments.
- ---------------------------------------------------------------------------------
International Equity Fund Objective of providing long- GE Asset Management
term growth of capital by Incorporated
investing primarily in foreign
equity and equity-related
securities which the Adviser
believes have long-term
potential for capital growth.
- ---------------------------------------------------------------------------------
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Investment Subdivision Investment Objective Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S> <C> <C>
Mid-Cap Value Equity Fund Objective of providing long GE Asset Management
(formerly known as Value term growth of capital by Incorporated
Equity Fund) investing primarily in common (Subadvised by NWQ
stock and other equity Investment
securities of companies that Management Company)
the investment adviser
believes are undervalued by
the marketplace at the time of
purchase and that offer the
potential for above-average
growth of capital. Although
the current portfolio reflects
investments primarily within
the mid cap range, the Fund is
not restricted to investments
within any particular
capitalization and may in the
future invest a majority of
its assets in another
capitalization range.
- ---------------------------------------------------------------------------------
Money Market Fund Objective of providing highest GE Asset Management
level of current income as is Incorporated
consistent with high liquidity
and safety of principal by
investing in various types of
good quality money market
securities.
- ---------------------------------------------------------------------------------
Premier Growth Equity Objective of providing long- GE Asset Management
Fund term growth of capital as well Incorporated
as future (rather than
current) income by investing
primarily in growth-oriented
equity securities.
- ---------------------------------------------------------------------------------
Real Estate Securities Objective of providing maximum GE Asset Management
Fund total return through current Incorporated
income and capital (Subadvised by
appreciation by investing Seneca Capital
primarily in securities of Management, L.L.C.)
U.S. issuers that are
principally engaged in or
related to the real estate
industry including those that
own significant real estate
assets. The portfolio will not
invest directly in real
estate.
- ---------------------------------------------------------------------------------
S&P 500 Index Fund/1/ Objective of providing capital GE Asset Management
appreciation and accumulation Incorporated
of income that corresponds to (Subadvised by
the investment return of the State Street Global
Standard & Poor's 500 Advisors)
Composite Stock Price Index
through investment in common
stocks comprising the Index.
- ---------------------------------------------------------------------------------
Total Return Fund Objective of providing the GE Asset Management
highest total return, composed Incorporated
of current income and capital
appreciation, as is consistent
with prudent investment risk
by investing in common stock,
bonds and money market
instruments, the proportion of
each being continuously
determined by the investment
adviser.
- ---------------------------------------------------------------------------------
</TABLE>
/1/ "Standard & Poor's," "S&P," and "S&P 500" are trademarks of The McGraw-
Hill Companies, Inc. and have been licensed for use by GE Asset Management
Incorporated. The S&P 500 Index Fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's, and Standard & Poor's makes no
representation or warranty, express or implied, regarding the advisability
of investing in this Fund or the Policy.
24
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Investment Subdivision Investment Objective Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S> <C> <C>
U.S. Equity Fund Objective of providing long- GE Asset Management
term growth of capital through Incorporated
investments primarily in
equity securities of U.S.
companies.
- ---------------------------------------------------------------------------------
Goldman Sachs Variable Insurance Trust (VIT)
Goldman Sachs Growth and Seeks long-term growth of Goldman Sachs Asset
Income Fund capital and growth of income, Management
primarily through equity
securities that are considered
to have favorable prospects
for capital appreciation
and/or dividend-paying
ability.
- ---------------------------------------------------------------------------------
Goldman Sachs Mid Cap Seeks long-term capital Goldman Sachs Asset
Value Fund (formerly appreciation, primarily Management
known as Mid Cap Equity through equity securities of
Fund) mid- cap companies with public
stock market capitalizations
within the range of the market
capitalization of companies
constituting the Russell
Midcap Index at the time of
investment (currently between
$400 million and $16 billion).
- ---------------------------------------------------------------------------------
Janus Aspen Series
Aggressive Growth Non-diversified portfolio Janus Capital
Portfolio pursuing long-term growth of Corporation
capital. Pursues this
objective by normally
investing at least 50% of its
assets in equity securities
issued by medium-sized
companies.
- ---------------------------------------------------------------------------------
Goldman Sachs Variable Insurance Trust (VIT)
Balanced Portfolio Seeks long term growth of Janus Capital
capital. Pursues this Corporation
objective consistent with the
preservation of capital and
balanced by current income.
Normally invests 40-60% of its
assets in securities selected
primarily for their growth
potential and 40-60% of its
assets in securities selected
primarily for their income
potential.
- ---------------------------------------------------------------------------------
Capital Appreciation Seeks long-term growth of Janus Capital
Portfolio capital. Pursues this Corporation
objective by investing
primarily in common stocks of
companies of any size.
- ---------------------------------------------------------------------------------
Flexible Income Portfolio Seeks maximum total return Janus Capital
consistent with preservation Corporation
of capital. Total return is
expected to result from a
combination of income and
capital appreciation. The
portfolio pursues its
objective primarily by
investing in any type of
income-producing securities.
This portfolio may have
substantial holdings of lower-
rated debt securities or
"junk" bonds. The risks of
investing in junk bonds are
described in the prospectus
for Janus Aspen Series, which
should be read carefully
before investing.
- ---------------------------------------------------------------------------------
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Investment Subdivision Investment Objective Adviser, as applicable)
- --------------------------------------------------------------------------------
<S> <C> <C>
Global Life Sciences Seeks long-term growth of Janus Capital
Portfolio capital. The portfolio pursues Corporation
this objective by investing
primarily in equity securities
of U.S. and foreign companies
that the portfolio manager
believes have a life science
orientation. The portfolio
normally invests at least 25%
of its total assets, in the
aggregate, in the following
industry groups: health care;
pharmaceuticals; agriculture;
cosmetics/personal care; and
biotechnology.
- --------------------------------------------------------------------------------
Global Technology Seeks long-term growth of Janus Capital
Portfolio capital. The portfolio pursues Corporation
this objective by investing
primarily in equity securities
of U.S. and Foreign companies
that the portfolio manager
believes will benefit
significantly from advances or
improvements in technology.
- --------------------------------------------------------------------------------
Growth Portfolio Seeks long-term capital growth Janus Capital
consistent with the Corporation
preservation of capital and
pursues its objective by
investing in common stocks of
companies of any size.
Emphasizes larger, more
established issuers.
- --------------------------------------------------------------------------------
International Growth Seeks long-term growth of Janus Capital
Portfolio capital. Pursues this Corporation
objective primarily through
investments in common stocks
of issuers located outside the
United States. The portfolio
normally invests at least 65%
of its total assets in
securities of issuers from at
least five different
countries, excluding the
United States.
- --------------------------------------------------------------------------------
Worldwide Growth Seeks long-term capital growth Janus Capital
Portfolio in a manner consistent with Corporation
the preservation of capital.
Pursues this objective by
investing in a diversified
portfolio of common stocks of
foreign and domestic issuers
of all sizes. Normally invests
in at least five different
countries including the United
States.
- --------------------------------------------------------------------------------
Oppenheimer Variable Account Funds
Oppenheimer Aggressive Seeks to achieve capital OppenheimerFunds,
Growth Fund/VA appreciation investing mainly Inc.
in common stocks of companies
in the United States believed
by the fund's investment
manager, OppenheimerFunds
Inc., to have significant
growth potential.
- --------------------------------------------------------------------------------
Oppenheimer Bond Fund/VA Seeks high level of current OppenheimerFunds,
income and capital Inc.
appreciation when consistent
with its primary objective of
high income. Under normal
conditions this fund will
invest at least 65% of its
total assets in investment
grade debt securities.
- --------------------------------------------------------------------------------
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Investment Subdivision Investment Objective Adviser, as applicable)
- --------------------------------------------------------------------------------
<S> <C> <C>
Oppenheimer Capital Seeks capital appreciation OppenheimerFunds,
Appreciation Fund/VA from investments in securities Inc.
of well-known and established
companies. Such securities
generally have a history of
earnings and dividends and are
issued by seasoned companies
(having an operating history
of at least five years,
including predecessors).
- --------------------------------------------------------------------------------
Oppenheimer High Income Seeks high current income from OppenheimerFunds,
Fund/VA investments in high yield Inc.
fixed income securities,
including unrated securities
or high-risk securities in
lower rating categories. These
securities may be considered
speculative. This Fund may
have substantial holdings of
lower-rated debt securities or
"junk" bonds. The risks of
investing in junk bonds are
described in the prospectus
for the Oppenheimer Variable
Account Funds, which should be
read carefully before
investing.
- --------------------------------------------------------------------------------
Oppenheimer Multiple Seeks total investment return OppenheimerFunds,
Strategies Fund/VA (which includes current income Inc.
and capital appreciation in
the values of its shares) from
investments in common stocks
and other equity securities,
bonds and other debt
securities, and "money market"
securities.
- --------------------------------------------------------------------------------
PBHG Insurance Series Fund Inc.
PBHG Growth II Portfolio Seeks to achieve capital Pilgrim Baxter &
appreciation by investing at Associates, Ltd.
least 65% of its total assets
in the growth securities
(primarily common stocks) of
small and medium sized
companies (market
capitalization or annual
revenues between $500 million
and $10 billion) that, in the
adviser's opinion, have an
outlook for strong earnings
growth and capital
appreciation potential.
- --------------------------------------------------------------------------------
PBHG Large Cap Growth Seeks long term growth of Pilgrim Baxter &
Portfolio capital obtained by investing Associates, Ltd.
at least 65% of its total
assets in growth securities
(primarily common stocks) of
large capitalization companies
(market capitalization over $1
billion) that, in the
adviser's opinion, have an
outlook for strong earnings
growth and capital
appreciation potential.
- --------------------------------------------------------------------------------
Salomon Brothers Variable Series Funds Inc
Salomon Investors Fund Seeks long-term growth of Salomon Brothers
capital with current income as Asset Management
a secondary objective, Inc
primarily through investments
in common stocks of well-known
companies.
- --------------------------------------------------------------------------------
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
Adviser (and Sub-
Investment Subdivision Investment Objective Adviser, as applicable)
- ---------------------------------------------------------------------------------
<S> <C> <C>
Salomon Strategic Bond Seeks high level of current Salomon Brothers
Fund income with capital Asset Management
appreciation as a secondary Inc
objective, through a globally
diverse portfolio of fixed-
income investments, including
lower-rated fixed income
securities commonly known as
junk bonds.
- ---------------------------------------------------------------------------------
Salomon Total Return Fund Seeks to obtain above-average Salomon Brothers
income by primarily investing Asset Management
in a broad variety of Inc
securities, including stocks,
fixed-income securities and
short-term obligations.
- ---------------------------------------------------------------------------------
</TABLE>
Not all of these portfolios may be available in all states or markets.
We will purchase shares of the portfolios at net asset value and direct them to
the appropriate Investment Subdivisions of Separate Account III. We will redeem
sufficient shares of the appropriate portfolios at net asset value to pay
surrender/partial withdrawal proceeds or for other purposes described in the
Policy. We automatically reinvest all dividends and capital gain distributions
of the portfolios in shares of the distributing portfolios at their net asset
value on the date of distribution. In other words, we do not pay portfolio
dividends or portfolio distributions out to Owners as additional units, but
instead reflect them in unit values.
Shares of the portfolios of the Funds are not sold directly to the general
public. They are sold to us, and they may also be sold to other insurance
companies that issue variable annuity and variable life insurance policies. In
addition, they may be sold to retirement plans.
When a Fund sells shares in any of its portfolios both to variable annuity and
to variable life insurance separate accounts, it engages in mixed funding. When
a Fund sells shares in any of its portfolios to separate accounts of
unaffiliated life insurance companies, it engages in shared funding.
Each Fund may engage in mixed and shared funding. Therefore, due to differences
in redemption rates or tax treatment, or other considerations, the interests of
various shareholders participating in a Fund could conflict. A Fund's Board of
Directors will monitor for the existence of any material conflicts, and
determine what action, if any, should be taken. See the Prospectuses for the
Funds.
We have entered into agreements with either the investment adviser or
distributor of each of the Funds under which the adviser or distributor pays us
a fee ordinarily based upon an annual average percentage of the average
aggregate net amount we have invested on behalf of Account III and other
separate accounts. These
28
<PAGE>
percentages differ, and some investment advisers or distributors pay us a
greater percentage than other advisors or distributors. These agreements
reflect administrative services we provide. The amounts we receive under these
agreements may be significant. In addition, our affiliate, Capital Brokerage
Corporation, the principal underwriter for the Policies, will receive 12b-1
fees deducted from portfolio assets for providing distribution and shareholder
support services to the portfolios.
YOUR RIGHT TO VOTE PORTFOLIO SHARES
As required by law, we will vote the portfolio shares held in Separate Account
III at meetings of the shareholders of the Funds. The voting will be done
according to the instructions of Owners who have interests in any Investment
Subdivisions which invest in the portfolios of the Funds. If the 1940 Act or
any regulation under it should be amended, and if as a result we determine that
we are permitted to vote the portfolios' shares in our own right, we may elect
to do so.
We will determine the number of votes which you have the right to cast by
applying your percentage interest in an Investment Subdivision to the total
number of votes attributable to the Investment Subdivision. In determining the
number of votes, we will recognize fractional shares.
We will vote portfolio shares of a class held in an Investment Subdivision for
which we received no timely instructions in proportion to the voting
instructions which we received for all Policies participating in that
Investment Subdivision. We will apply voting instructions to abstain on any
item to be voted on a pro-rata basis to reduce the number of votes eligible to
be cast.
Whenever a Fund calls a shareholders meeting, each person having a voting
interest in an Investment Subdivision will receive proxy material, reports and
other materials relating to the portfolio. Since each portfolio may engage in
shared funding, other persons or entities besides the Company may vote
portfolio shares.
29
<PAGE>
The Guarantee Account
Due to certain exemptive and exclusionary provisions of the Federal securities
laws, we have not registered interests in the Guarantee Account under the
Securities Act of 1933 (the "1933 Act"), and we have not registered either the
Guarantee Account or our General Account as an investment company under the
1940 Act. Accordingly, neither the interests in the Guarantee Account, nor our
General Account are generally subject to regulation under the 1933 Act and the
1940 Act. Disclosures relating to the interests in the Guarantee Account, and
the General Account, however, may be subject to certain generally applicable
provisions of the Federal securities laws relating to the accuracy of
statements made in a registration statement.
You may allocate some or all of your premium payments and transfer some or all
of your Cash Value to the Guarantee Account. We credit the portion of the Cash
Value allocated to the Guarantee Account with interest (as described below).
Cash Value in the Guarantee Account is subject to some, but not all, of the
charges we assess in connection with the Policy. See Charges and Deductions.
Each time you allocate premium payments or transfer Cash Value to the Guarantee
Account, we establish an interest rate guarantee period. For each interest rate
guarantee period, we guarantee an interest rate for a year. At the end of an
interest rate guarantee period, a new interest rate will become effective, and
a new interest rate guarantee period will commence with respect to that portion
of the Cash Value in the Guarantee Account represented by that particular
allocation.
The initial interest rate guarantee period for any allocation will be one year.
Subsequent interest rate guarantee periods will each be one year. We determine
the interest rates in our sole discretion. The determination made will be
influenced by, but not necessarily correspond to, interest rates available on
fixed income investments which we may acquire with the amounts we receive as
premium payments or transfers of Cash Value under the Policies. You will have
no direct or indirect interest in these investments. We also will consider
other factors in determining interest rates for a guarantee period including,
but not limited to, regulatory and tax requirements, sales commissions, and
administrative expenses borne by us, general economic trends, and competitive
factors. Amounts you allocate to the Guarantee Account will not share in the
investment performance of our General Account, or any portion thereof. We
cannot predict or guarantee the level of interest rates in future guarantee
periods. However, the interest rates for any interest rate guarantee period
will be at least the guaranteed interest rate shown in your policy.
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<PAGE>
Charges and Deductions
This section describes the charges and deductions we make under the Policy to
compensate us for the services and benefits we provide, costs and expenses we
incur, and risks we assume. The services and benefits we provide include:
. the partial withdrawal, surrender, Policy loan and death benefits under the
Policy;
. investment options, including premium allocations, dollar-cost averaging, and
portfolio rebalancing programs;
. administration of various elective options under the Policy; and
. the distribution of various reports to Owners.
The costs and expenses we incur include:
. those associated with underwriting applications and increases in Specified
Amount;
. 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, such as Federal, state and local premium and
other taxes and fees.
The risks we assume include:
. that Insureds may live for a shorter period of time than estimated, resulting
in the payment of greater death benefits than expected; and
. that the costs of providing the services and benefits under the Policies will
exceed the charges deducted.
We may profit from any charges deducted, such as the mortality and expense risk
charge. We may use any such profits for any purpose, including payment of
distribution expenses.
CHARGES ATTRIBUTABLE TO PREMIUM PAYMENTS
During the first ten years following each premium payment, we deduct a monthly
premium tax charge equal to an annual rate of .20% of that portion of the
Policy's Cash Value in Separate Account III attributable to each premium
payment, and a monthly distribution expense charge equal to an annual rate of
.30% of that portion of the Policy's Cash Value in Separate Account III
attributable to each premium payment. These charges are deducted
proportionately from your assets in each Investment Subdivision. These charges
are not deducted from Cash Value in the Guarantee Account. The sum of the
cumulative distribution expense charges previously deducted, attributable to a
particular premium payment, will never exceed 9% of that premium.
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<PAGE>
MORTALITY AND EXPENSE RISK CHARGE
We currently deduct a daily charge of .0024769% from each Investment
Subdivision. This corresponds to an effective annual rate of 0.90% of net
assets. This charge is not deducted from your assets in the Guarantee Account.
We will not increase this charge for the duration of your Policy. This charge
is factored into the net investment factor.
The mortality risk we assume is the risk that Insureds may live for a shorter
period of time than estimated and, therefore, a greater amount of death benefit
proceeds than expected will be payable. The expense risk we assume is that
expenses incurred in issuing and administering the Policies will be greater
than estimated and, therefore, will exceed the expense charge limits set by the
Policies.
ADMINISTRATIVE EXPENSE CHARGE
We deduct a daily administrative expense charge of .0010981% from each
Investment Subdivision. The effective annual rate of this charge is .40% and is
factored into the net investment factor. We also deduct an administrative
expense charge daily from the Cash Value in the Guarantee Account at an
effective annual rate of .40%.
COST OF INSURANCE
We deduct a cost of insurance charge each month. The cost of insurance is a
significant charge under your Policy because it is the primary charge for the
death benefit we provide you. The cost of insurance charge depends on a number
of factors (Age, sex, Policy duration, and risk class) that cause the charge to
vary from Policy to Policy and from Monthly Anniversary Day to Monthly
Anniversary Day. We will determine the risk class (and therefore the rates)
separately for the initial Specified Amount and for any increase in Specified
Amount that requires evidence of insurability.
We calculate the cost of insurance on each Monthly Anniversary Day based on
your net amount at risk. We determine your net amount at risk by the following
formula:
Life Insurance Proceeds
-------------- - Cash Value
1.0032737
To determine your cost of insurance for a particular Policy Month, we divide
your net amount at risk by 1000 and multiply that result by the applicable cost
of insurance rate.
On those Monthly Anniversary Days on which a Policy qualifies for the Preferred
Funding Risk Class (see Premiums below), the cost of insurance charge will not
exceed .0792% of the Policy's Cash Value on the Monthly Anniversary Day.
Furthermore, once the amount of total premiums paid meets or exceeds total
planned premium, the cost of insurance charge will not exceed .05% of the
Policy's Cash Value on the Monthly Anniversary Day. These are equivalent to
annual rates of .95% and .60%, respectively, of a Policy's Cash Value. These
limits on the cost of insurance charge represent our current practice, which we
may change at our discretion.
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<PAGE>
Changes in the death benefit may affect the amount of the cost of insurance
charge deductible under the Policies. Because the cost of insurance charge
varies with the net amount at risk, an increase in Specified Amount or the
calculation of the death benefit based on the corridor percentage (see Death
Benefits) may cause the cost of insurance charge to increase.
The cost of insurance rate for the Insured is based on his or her Age, sex and
applicable risk class. We currently place Insureds in the following risk
classes when we issue the Policy, based on our underwriting: a male or female
or unisex risk class where appropriate under applicable law (currently
including the State of Montana). The original risk class applies to the initial
Specified Amount. If an increase in Specified Amount is approved, a different
risk class may apply to the increase, based on the Insured's circumstances at
the time of the increase.
We may change the cost of insurance rates from time to time at our sole
discretion, but we guarantee that the cost of insurance rates we charge will
never exceed the maximum rates shown in your Policy. These rates are based on
the Commissioners' 1980 Standard Ordinary Mortality Tables. The maximum cost of
insurance rates are based on the Insured's age nearest birthday at the start of
the Policy Year. Modifications to cost of insurance rates are made for risk
classes other than standard. The rates we currently charge are, at most ages,
lower than the maximum permitted under the Policies, and depend on our
expectation of future experience with respect to interest, mortality, expenses,
persistency, and taxes. A change in rates will apply to all persons of the same
Age, sex (where applicable), and risk class and whose Policies have been in
effect for the same length of time. We deduct the cost of insurance charge
proportionately from your assets in the Investment Subdivisions and/or the
Guarantee Account.
SURRENDER CHARGE
If you fully surrender your Policy within nine years of a premium payment, we
will deduct a surrender charge. The total surrender charge will equal the sum
of the surrender charges, if any, attributable to the premium payments you made
under the Policy before the surrender. For purposes of this charge, we deem all
premium payments you make during a Policy year to be made on the first day of a
Policy year; therefore, one year elapses on each Policy anniversary. We
calculate a surrender charge as a percentage of the premium.
33
<PAGE>
We show the schedule of these charges below:
<TABLE>
<CAPTION>
Policy Years
Since
Premium Surrender Charge
Payment Percentage
---------------------------------
<S> <C>
0-1 6%
2 6%
3 6%
4 6%
5 5%
6 4%
7 3%
8 2%
9 1%
10 and later 0%
</TABLE>
We also will limit the surrender charge so that the surrender charge
attributable to a particular premium payment, when taken together with the
total amount of distribution expense charges previously deducted attributable
to that premium payment, will never exceed 9% of that premium payment. Thus, in
the event of a surrender, if the surrender charge otherwise calculated would
cause the sum of those charges to exceed 9% of a particular premium payment,
the surrender charge will be limited so that it equals the difference between
9% of the premium payment and the total monthly distribution expense charges
attributable to that premium that have been deducted. We will deduct this
surrender charge, along with any outstanding Policy Debt, from your Cash Value
to determine the amount payable upon surrender.
We do not assess a surrender charge for partial withdrawals, but do assess a
processing fee.
PARTIAL WITHDRAWAL PROCESSING FEE
We deduct a partial withdrawal processing fee on partial withdrawals you make.
The fee equals the lesser of $25 or 2% of the amount withdrawn and will be
deducted from the amount of the withdrawal. We will take the fee
proportionately from the Investment Subdivisions and/or the Guarantee Account
from which you withdraw Cash Value.
TRANSFER CHARGE
We assess a $10 transfer charge for each transfer after the first transfer you
make in any calendar month. We take this charge from the amount you transfer.
This
34
<PAGE>
charge is at cost with no profit to us. For purposes of assessing this charge,
we consider each transfer request one transfer, regardless of the number of
Investment Subdivisions affected by the transfer. Multiple transfers within the
same Valuation Period are also considered one transfer for this purpose.
OTHER CHARGES
We can provide you with a projection of illustrative future life insurance and
Cash Value benefits. We reserve the right to charge a maximum fee of $25 for
the cost of preparing the projection. This is just a projection and does not
predict or guarantee performance.
There are deductions from and expenses paid out of the assets of each portfolio
that are more fully described in each Fund's prospectus.
REDUCTION OF CHARGES FOR GROUP SALES
We may reduce charges and/or deductions for sales of the Policies to a trustee,
employer or similar entity representing a group or to members of the group
where such sales result in savings of sales or administrative expenses. We will
base these discounts on the following:
1. The size of the group. Generally, the sales expenses for each individual
owner for a larger group are less than for a smaller group because more
Policies can be implemented with fewer sales contacts and less
administrative cost.
2. The total amount of premium payments to be received from a group. Per Policy
sales and other expenses are generally proportionately less on larger
premium payments than on smaller ones.
3. The purpose for which the Policies are purchased. Certain types of plans are
more likely to be stable than others. Such stability reduces the number of
sales contacts and administrative and other services required, reduces sales
administration and results in fewer Policy terminations. As a result, our
sales and other expenses are reduced.
4. The nature of the group for which the Policies are purchased. Certain types
of employee and professional groups are more likely to continue Policy
participation for longer periods than are other groups with more mobile
membership. If fewer Policies are terminated in a given group, our sales and
other expenses are reduced.
5. Other circumstances. There may be other circumstances of which we are not
presently aware, which could result in reduced sales expenses.
We may also reduce charges and/or deductions for sales of the Policies to
registered representatives who sell the Policies to the extent we realize
savings of sales and administrative expenses. Any such reduction in charges
and/or deductions will be consistent with the standards we use in determining
the reduction in charges and/or deductions for other group arrangements.
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<PAGE>
The Policy
If, after we consider the factors listed above, we determine that a group
purchase would result in reduced sales expenses, we may reduce the charges
and/or deductions for each group. Reductions in these charges and/or deductions
will not be unfairly discriminatory against any person, including the affected
Owners and all other owners of policies funded by Separate Account III.
APPLYING FOR A POLICY
To purchase a Policy, you must complete an application and you or your
registered representative must submit it to us at our Home Office. You also
must pay an initial premium of a sufficient amount. See Premiums, below. The
minimum first year planned premium is $5,000. You can submit your initial
premium with your application or at a later date. (If you submit your initial
premium with your application, please remember that we will place your premium
in a non-interest bearing account for a certain amount of time. See Allocating
Premium.) Coverage generally becomes effective as of the Policy Date.
Generally, we will issue a Policy covering an Insured up to Age 75 if evidence
of insurability satisfies our underwriting rules. (If the Insured is over age
60, however, your premium plan options may be limited.) Required evidence of
insurability may include, among other things, a medical examination of the
Insured. We may, in our sole discretion, issue a Policy covering an Insured
over Age 75. We may reject an application for any lawful reason.
If you do not pay the full first premium with your application, the insurance
will become effective on the effective date. This date is the date that you pay
your premium and that we deliver your Policy. All persons proposed for
insurance must be insurable on the Policy Date.
If you pay the full first premium with your application, we may give you a
conditional receipt. This means that, subject to our underwriting requirements
and subject to a maximum limitation, your insurance will become effective on
the effective date we specified in the conditional receipt. This effective date
will be the latest of (i) the date of completion of the application, (ii) the
date of completion of all medical exams and tests we require, and (iii) the
policy date you requested when that date is later than the date you completed
your application.
If we issued your Policy before November 14, 1995, please see Appendix A for a
description of certain features of your Policy that differ from the Policies
described in this prospectus.
OWNER
You have rights in the Policy during the Insured's lifetime. If you die before
the Insured and there is no contingent Owner, ownership will pass to your
estate.
BENEFICIARY
You designate the primary Beneficiaries and contingent Beneficiaries when you
apply
36
<PAGE>
CANCELING A POLICY
for the Policy. You may name one or more primary Beneficiaries or contingent
Beneficiaries. We will pay the Proceeds in equal shares to the survivors in the
appropriate Beneficiary class, unless you request otherwise.
Unless an optional payment plan is chosen, we will pay the death Proceeds in a
lump sum to the primary Beneficiary(ies). If the primary Beneficiary(ies) dies
before the Insured, we will pay the Proceeds to the contingent
Beneficiary(ies). If there is no surviving Beneficiary(ies) we will pay the
Proceeds to you or your estate.
If you reserve the right, you may change the Beneficiary during the Insured's
life. To make this change, please write our Home Office. The request and the
change must be in a form satisfactory to us and we must actually receive the
request. The change will take effect as of the date you signed the request.
You may cancel a Policy during the "free-look period" by returning it to us at
our Home Office, or to the agent who sold it. The free-look period expires 10
days after you receive the Policy or within 45 days after you sign Part I of
the application, whichever is later. The free-look period is longer if required
by state law. If you decide to cancel the Policy during the free-look period,
we will treat the Policy as if it had never been issued. Within seven calendar
days after we receive the returned Policy, we will refund an amount equal to
the sum of:
. the total amount of monthly deductions made against Cash Value and any
charges deducted from premiums paid; plus
. Cash Value on the date we (or our agent) receive the returned Policy.
If any state law prohibits the calculation above, we will refund the total of
all premiums paid for the Policy, or other amounts as required under state law.
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<PAGE>
Premiums
GENERAL
We will usually credit your initial premium payment to the Policy on the later
of the date we approve your application and the date we receive your payment.
We will credit any subsequent premium payment to the Policy on the Business Day
we receive it at our Home Office.
The total premiums you pay may not exceed guideline premium limitations for
life insurance set forth in the Code and shown in your Policy. We may reject
any premium, or any portion of a premium, that would result in the Policy being
disqualified as life insurance under the Code. We will refund any rejected
premium along with any interest it accrued. For your convenience, we will
monitor Policies and will attempt to notify you on a timely basis if your
Policy is in jeopardy of becoming a Modified Endowment Contract ("MEC") under
the Code. See Tax Considerations.
INITIAL PREMIUM
The initial premium is due on the Policy Date. Your initial premium will be
shown in your Policy's data pages. If the Insured is over age 60, the initial
premium must equal the total planned premium.
PLANNED PREMIUMS
Your Policy's data pages will show the amount of the planned premium. The
minimum first year planned premium is $5,000.
The total planned premium must equal the guideline single premium for life
insurance as determined in the Internal Revenue Code for the Policy's initial
Specified Amount. The relationship between the guideline single premium and the
Specified Amount depends on the Age, sex (where applicable), and risk class of
the Insured. Generally, the same guideline single premium will purchase a
higher Specified Amount for a younger Insured than for an older Insured of the
same sex and risk class. Likewise, the same guideline single premium will
purchase a slightly higher Specified Amount for a female Insured than for a
male Insured of the same age and risk class. Representative Specified Amounts
for a $10,000 guideline single premium are set forth below:
Specified Amount for a $10,000 Guideline Single Premium
<TABLE>
<CAPTION>
Age Male Female
---------------------
<S> <C> <C>
10 $172,614 $222,762
20 118,079 148,384
30 79,351 97,259
40 51,445 63,084
50 34,265 42,083
60 23,862 28,731
70 17,680 20,131
</TABLE>
38
<PAGE>
PREFERRED FUNDING RISK CLASS
A Policy issued with respect to an Insured assigned to the standard risk class
may qualify for the Preferred Funding Risk Class, provided that the amount of
total premiums paid under the Policy meets the premium requirements of the
Preferred Funding Schedule. The Preferred Funding Schedule, set forth below,
shows the amount of total premiums that must be paid (as a percentage of a
Policy's total planned premiums) as of the beginning of Policy years one
through five in order for a Policy to qualify for the Preferred Funding Risk
Class. Cost of insurance charges deducted under Policies in this risk class are
subject to certain limits. See below.
<TABLE>
<CAPTION>
Policy Total Premiums
Year (as a % of the total planned premium)
---------------------------------------------
<S> <C>
1 20%
2 40%
3 60%
4 80%
5+ 100%
</TABLE>
TAX FREE EXCHANGES (1035 EXCHANGES)
We will accept as part of your initial premium money from one contract that
qualified for a tax-free exchange under Section 1035 of the Code. If you
contemplate such an exchange, you should consult a competent tax advisor to
learn the potential tax effects of such a transaction. We will accept 1035
exchanges even if there is an outstanding loan on the other policy, so long as
the outstanding loan is no more than 40% of the total 1035 exchange value. We
may allow a higher loan percentage. Replacing your existing coverage with this
Policy may not be to your advantage.
ADDITIONAL PREMIUM PAYMENTS
Although the Policy can operate as a single premium policy, you may make
additional premium payments under certain circumstances, so long as there is no
outstanding Policy Debt. If there is Policy Debt outstanding, we will consider
any payment (other than an initial or planned premium payment) we receive to be
repayment of that debt. Should any such payment exceed the amount of Policy
Debt outstanding, we will treat the amount in excess of Policy Debt as an
additional premium payment. The circumstances under which you can make
additional premium payments are listed below:
(1) Increases in Specified Amount -- After the first Policy Year, you may
request an increase in Specified Amount. (See Changing the Specified
Amount). If your request is approved, we will require you to make an
additional premium payment in order for the increase to become effective.
(2) In Order to Prevent Termination -- If the Surrender Value on a Monthly
Anniversary Day is insufficient to cover the monthly deduction due on that
Monthly Anniversary Day, then in order to prevent termination, you must
make a payment during the grace period sufficient to cover the monthly
deduction. We
39
<PAGE>
will mail you a notice stating the minimum payment you must make to prevent
termination. You may make an additional premium payment in an amount greater
than that required to prevent termination as long as the total of all premium
payments, immediately after the payment to prevent termination, is less than
the maximum premiums limitation shown in your Policy's data pages.
(3) At Your Discretion -- You may make additional premium payments at your
discretion, so long as the amount of the payment is at least $250 and the
payment plus the total of all premiums previously paid does not exceed the
maximum premiums limitation shown in your Policy's data pages. The maximum
premiums limitation will be derived from the guideline premium test for
life insurance set forth in the Internal Revenue Code. If the initial
premium equals the maximum premiums limitation at issue, you normally will
not be able to make discretionary additional premium payments during the
early years of the Policy.
If you make a discretionary additional premium payment that causes the total
amount of premiums paid under the Policy to exceed the maximum premiums
limitation, we will accept only the portion of the premium which, together with
premiums previously paid, equals the maximum premiums limitation, and will
return the excess to you. Thereafter, we will not accept any discretionary
additional premium payments until allowed by the maximum premiums limitation.
REPAYMENT OF
OUTSTANDING POLICY DEBT
If there is any outstanding Policy Debt on the date we receive a payment (other
than an initial or planned premium payment), we will treat the payment first as
a repayment of outstanding Policy Debt. (See Repayment of Policy Debt.)
ALLOCATING PREMIUMS
When you apply for a Policy, you specify the percentage of your premium we
allocate to each Investment Subdivision and to the Guarantee Account. You may
only direct your premiums and Cash Value to seven Investment Subdivisions at
any given time. Allocations to the Guarantee Account count as one of the seven
allocations we permit under the Policy. You can change the allocation
percentages at any time by writing or calling our Home Office. The change will
apply to all premiums we receive with or after we receive your instructions.
Premium allocations must be in percentages totaling 100%, and each allocation
percentage must at least be 10% of the premium.
Until we approve your application, receive all necessary forms (including any
subsequent amendments to the application), and receive the entire initial
premium, we will place any premiums you pay into a non-interest bearing
account. We will then allocate your premium during the Initial Investment
Period as specified below.
Once we approve your application, receive all necessary forms (including any
subsequent amendments to the application), and receive the entire initial
premium, we will transfer your premium from the non-interest bearing account.
At that point, we
40
<PAGE>
will transfer any portion of the initial premium you designated for the
Guarantee Account to the Guarantee Account, and we will transfer any portion of
the initial premium you designated for the Investment Subdivisions to the
Investment Subdivision investing in the Money Market Fund of the GE Investments
Funds (the "Money Market Investment Subdivision"). Once allocated, your
Policy's Cash Value designated for the Investment Subdivisions will remain in
the Money Market Investment Subdivision until the end of the Initial Investment
Period. At the end of the Initial Investment Period, we will transfer this
amount to the Investment Subdivisions you designated in your application. (The
Initial Investment Period ends either on the date we receive at our Home Office
a form satisfactory to us and signed by you that you have received and accepted
the Policy, or if the Policy is not accepted, when all amounts due are
refunded.) We anticipate revising this allocation procedure within the second
or third quarter of 2000 to allow immediate allocation to the Investment
Subdivisions you choose. The actual practice will be set forth in your Policy.
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<PAGE>
How Your Cash Value Varies
CASH VALUE
The Cash Value is the entire amount we hold under your Policy for you. The Cash
Value serves as a starting point for calculating certain values under a Policy.
It is the sum of the total amount under the Policy in each Investment
Subdivision, the amount held in the Guarantee Account, and the Cash Value held
in the General Account to secure Policy Debt. See Loans. We determine Cash
Value first on your Policy Date (or on the date we receive your initial premium
payment, if later) and after that on each Business Day. Your Cash Value will
vary to reflect the performance of the Investment Subdivisions to which you
have allocated amounts and interest we credit to the Guarantee Account, and
also will vary to reflect Policy Debt, charges for monthly deduction, mortality
and expense risk and administrative expense charges, transfers, partial
withdrawals, Policy loan interest, and Policy loan repayments. Your Cash Value
may be more or less than the premiums you paid.
SURRENDER VALUE
The Surrender Value on a Business Day is the Cash Value reduced by both any
surrender charge and any Policy Debt.
INVESTMENT SUBDIVISION VALUES
On any Business Day, the value of an Investment Subdivision equals the number
of Investment Subdivision units we credit to the Policy multiplied by the Unit
Value for that day. When you make allocations to an Investment Subdivision,
either by premium allocation, transfer of Cash Value, transfer of loan interest
from the General Account, or repayment of a Policy loan, we credit your Policy
with units in that Investment Subdivision. We determine the number of units by
dividing the amount allocated, transferred or repaid to the Investment
Subdivision by the Investment Subdivision's Unit Value for the Business Day
when we effect the allocation, transfer or repayment.
The number of units we credit to a Policy will decrease whenever we take the
allocated portion of the monthly deduction, you take a Policy loan or a partial
withdrawal from the Investment Subdivision, you transfer an amount from the
Investment Subdivision, you take a partial withdrawal from the Investment
Subdivision, or you surrender the Policy.
UNIT VALUES
We arbitrarily set the Unit Value for each Investment Subdivision at $10 when
we established the Investment Subdivision. After that, an Investment
Subdivision's Unit Value varies to reflect the investment experience of the
underlying portfolio, and may increase or decrease from one Business Day to the
next. We determine Unit Value, after an Investment Subdivision's operations
begin, by multiplying the net investment factor for that Valuation Period by
the Unit Value for the immediately preceding Valuation Period.
NET INVESTMENT FACTOR
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The net investment factor for a Valuation Period is (a) divided by (b), minus
(c), where:
(a) is the result of:
1. the value of the assets at the end of the preceding Valuation Period;
plus
2. the investment income and capital gains, realized or unrealized, credited
to those assets at the end of the Valuation Period for which the net
investment factor is being determined; minus
3. the capital losses, realized or unrealized, charged against those assets
during the Valuation Period; minus
4. any amount charged against the Separate Account for taxes, or any amount
we set aside during the Valuation Period as a provision for taxes
attributable to the operation or maintenance of the Separate Account; and
(b) is the value of the assets in the Investment Subdivision at the end of the
preceding Valuation Period; and
(c) is a charge no greater than .0035750% for each day in the Valuation Period.
This corresponds to 1.30% per year of the net assets of that Investment
Subdivision for mortality and expense risks and administrative expenses.
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Transfers
GENERAL
You may transfer all or a portion of your Cash Value between and among the
Investment Subdivisions of Separate Account III and the Guarantee Account
subject to certain conditions. Once we change our allocation procedure (see
Allocating Premiums) we will permit you to make transfers during the free look
period. Transfers among the Investment Subdivisions of Separate Account III and
from an Investment Subdivision to a Guarantee Account are made as of the end of
the Valuation Period that the transfer request is received at our Home Office.
Transfers to, from, or among the Investment Subdivisions of Separate Account
III may be postponed under certain circumstances. See Requesting Payments.
Transfers from any particular allocation of a Guarantee Account to an
Investment Subdivision are restricted, unless you are participating in the
Dollar Cost Averaging Program (see Dollar Cost Averaging). You may make such
transfers only during the 30 day period beginning with the end of the preceding
guarantee period applicable to that particular allocation. We also may limit
the amount which may be transferred from the Guarantee Account to the
Investment Subdivisions, but we will not limit it to less than 25% of the
original allocation, plus any accrued interest on that allocation remaining in
the Guarantee Account. Further, we restrict certain transfers from an
Investment Subdivision to the Guarantee Account. You may not make any transfers
from an Investment Subdivision to the Guarantee Account during the six month
period following the transfer of any amount from the Guarantee Account to any
Investment Subdivision.
We reserve the right to limit the number of transfers if it is necessary for
the Policy to continue to be treated as a life insurance policy by the Internal
Revenue Service. We also may not honor transfers made by third parties. (See
Transfers by Third Parties.)
When thinking about a transfer of Cash Value, you should consider the inherent
risk involved. Frequent transfers based on short-term expectations may increase
the risk that a transfer will be made at an inopportune time. We reserve the
right to modify, restrict, suspend or eliminate the transfer privileges,
including telephone transfer privileges, at any time, for any reason. There is
a charge after the first transfer made in a calendar month. See Transfer
Charge.
DOLLAR-COST AVERAGING
The dollar-cost averaging program permits you to systematically transfer on a
monthly or quarterly basis a set dollar amount from the Investment Subdivision
investing in the Money Market Fund of GE Investments Funds (the "Money Market
Investment Subdivision") and/or the Guarantee Account (if we issued your Policy
on or after May 1, 1995) to any combination of other Investment Subdivisions
(as long as the total number of Investment Subdivisions used does not exceed
the maximum number
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allowed under the Policy). The dollar-cost averaging method of investment is
designed to reduce the risk of making purchases only when the price of 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 participate in the dollar-cost averaging program by selecting the
program on your application, completing a dollar-cost averaging agreement, or
calling our Home Office. To use the dollar-cost averaging program, you may
transfer at any time after the Initial Investment Period at least $100 from the
Money Market Investment Subdivision and/or the Guarantee Account (if
applicable) to any other Investment Subdivision. If any transfer would leave
less than $100 in the Money Market Investment Subdivision or the Guarantee
Account, we will transfer the entire amount. Once elected, dollar-cost
averaging remains in effect from the date we receive your request until the
value of the Investment Subdivision or Guarantee Account 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. If you elect
to participate in the dollar-cost averaging program at issue, we will begin the
program on the 5th day of the month immediately following the end of the
Initial Investment Period (see "Allocating Premiums" for a description of when
this occurs).
There is no additional charge for dollar-cost averaging, and we do not consider
a transfer under this program a transfer for purposes of assessing a transfer
charge, nor for calculating any limit on the maximum number of transfers we may
impose for a calendar year. We reserve the right to discontinue or modify the
dollar-cost averaging program at any time and for any reason.
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PORTFOLIO REBALANCING
Once you allocate your money among the Investment Subdivisions, the performance
of each Investment Subdivision may cause your allocation to shift. You may
instruct us to automatically rebalance (on a quarterly, semi-annual or annual
basis) your Cash Value to return to the percentages specified in your
allocation instructions. The program does not include allocations to the
Guarantee Account. You may elect to participate in the portfolio rebalancing
program at any time by completing the portfolio rebalancing agreement. Your
percentage allocations must be in whole percentages and be at least 10%.
Subsequent changes to your percentage allocations may be made at any time by
writing or calling our Home Office. Once elected, portfolio rebalancing remains
in effect from the date we receive your request until you instruct us to
discontinue portfolio rebalancing. There is no additional charge for using
portfolio rebalancing, and we do not consider a portfolio rebalancing transfer
a transfer for purposes of assessing a transfer charge, nor for calculating any
limit on the maximum number of transfers we may impose for a calendar year. We
reserve the right to discontinue or modify the portfolio rebalancing program at
any time and for any reason. Portfolio rebalancing does not guarantee a profit
or protect against a loss.
TRANSFERS BY THIRD PARTIES
As a general rule and as a convenience to you, we allow you to give a third
party the right to effect transfers on your behalf. However, when the same
third party makes transfers for many Owners, the result can be simultaneous
transfers involving large amounts of Cash Value. Such transfers can disrupt the
orderly management of the portfolios underlying the Policy, can result in
higher costs to Owners, and are generally not compatible with the long-range
goals of Owners. We believe that such simultaneous transfers effected by such
third parties are not in the best interests of all shareholders of the Funds
underlying the Policies, and the managements of those Funds share this
position.
Therefore, to the extent necessary to reduce the adverse effects of
simultaneous transfers made by third parties who make transfers on behalf of
multiple owners, we may not honor such transfers. Also, we will institute
procedures to assure that the transfer requests that we receive have, in fact,
been made by the Owners in whose names they are submitted. These procedures
will not, however, prevent Owners from making their own transfer requests.
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Death Benefits
As long as the Policy remains in force, we will pay the death benefit upon
receipt at our Home Office of satisfactory proof of the Insured's death. See
Requesting Payments. We will pay the death benefit to the Beneficiary.
AMOUNT OF DEATH BENEFIT PAYABLE
The amount of death benefit payable equals:
. the greater of: 1) the Specified Amount; or 2) Cash Value multiplied by the
applicable corridor percentage as determined using the table of percentages
shown below;
. minus any Policy Debt on that date; and
. minus the amount of any due and unpaid monthly deductions, if the date of
death occurred during a grace period.
Under certain circumstances, we may further adjust the amount of the death
benefit payable. See Incontestability and Misstatement of Age or Sex.
We determine the Specified Amount and Cash Value on the date of the Insured's
death. The corridor percentage is 250% until attainment of Age 40 and declines
after that as the Insured's Attained Age increases. If the table of percentages
currently in effect becomes inconsistent with any Federal income tax laws
and/or regulations, we reserve the right to change the table.
Table Of Percentages Of Cash Value
<TABLE>
<CAPTION>
Attained Corridor Attained Corridor Attained Corridor
Age Percentage Age Percentage Age Percentage
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
0-40 250% 54 157% 68 117%
41 243% 55 150% 69 116%
42 236% 56 146% 70 115%
43 229% 57 142% 71 113%
44 222% 58 138% 72 111%
45 215% 59 134% 73 109%
46 209% 60 130% 74 107%
47 203% 61 128% 75-90 105%
48 197% 62 126% 91 104%
49 191% 63 124% 92 103%
50 185% 64 122% 93 102%
51 178% 65 120% 94 101%
52 171% 66 119%
53 164% 67 118%
</TABLE>
CHANGING THE SPECIFIED AMOUNT
After the first Policy year, you may increase the Specified Amount, provided
you have paid the total planned premium for the original Specified Amount. To
make a change, you must send a written request and the Policy to our Home
Office. Any change in the Specified Amount may affect the cost of insurance
rate and the net amount at risk, both of which may change your cost of
insurance. See Cost of Insurance. Any change in the Specified Amount will
affect the maximum premiums limitation.
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To apply for an increase, you must complete a supplemental application and
submit evidence of insurability satisfactory to us. When you request the
increase, the Insured must be of the same or better risk class as at the time
we issued the Policy. Any approved increase will become effective on the date
shown in the supplemental Policy data page.
For an increase in the Specified Amount to become effective, you must make an
additional premium payment. This payment will depend upon the amount of the
increase requested and the Attained Age, sex (where appropriate), and risk
class of the Insured. The required additional premium payment will be the
lesser of (a) or (b), where (a) is the increase in the single premium due to
the increase in the Specified Amount and (b) is the maximum limitation allowed
immediately after the increase in Specified Amount, less the total premiums
paid to date. The minimum increase in Specified Amount that we will allow is
one which requires a $1,000 additional premium payment.
A partial withdrawal will reduce the Specified Amount. The amount of the
reduction will be that which the partial withdrawal amount would purchase if
paid as a single premium on the date of the withdrawal.
A change in your Specified Amount may have Federal tax consequences. See Tax
Considerations.
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Surrenders And Partial Withdrawals
SURRENDERS
You may cancel and surrender your Policy at any time before the Insured dies.
The Policy will terminate on the Business Day we receive your request at our
Home Office, and you will not be able to reinstate it.
We will pay you the Surrender Value in a lump sum unless you make other
arrangements. You will incur a surrender charge if you surrender your Policy
within 9 Policy years of any premium payment. A surrender may have adverse tax
consequences. (See Tax Considerations.)
PARTIAL WITHDRAWALS
After the first Policy year, you may make one partial withdrawal each Policy
year (until the maturity date). You may withdraw up to the amount of your Cash
Value which exceeds the sum of the premiums paid and outstanding Policy Debt.
We will deduct a processing fee from each partial withdrawal. See Partial
Withdrawal Processing Fee. No surrender charge will apply.
When you request a partial withdrawal, you can direct how we deduct the
withdrawal from your Cash Value. If you provide no directions, we will deduct
the partial withdrawal first from the Investment Subdivisions on a pro-rata
basis, in proportion to the Cash Value in each Investment Subdivision. We will
deduct any remaining amount from the Guarantee Account, starting with the
amounts that have been in the Guarantee Account for the longest period of time.
EFFECT OF PARTIAL WITHDRAWALS ON CASH VALUE AND DEATH BENEFIT PROCEEDS
A partial withdrawal will reduce the Cash Value by the amount of the partial
withdrawal. A partial withdrawal will reduce the death benefit Proceeds by the
amount which the partial withdrawal amount would purchase if paid as a single
premium on the date of the withdrawal.
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Loans
GENERAL
You may borrow up to the following amount:
. 90% of the difference between your Cash Value at the end of the Valuation
Period during which we received your loan request and any surrender charges
on the date of the loan;
. less any outstanding Policy Debt.
You may request Policy loans by writing our Home Office. The minimum loan
amount is $500.
When we make a loan, we transfer an amount equal to the loan proceeds from your
Cash Value in Separate Account III and the Guarantee Account to our General
Account and hold it as "collateral" for the loan. If you do not direct an
allocation for this transfer, we will make it first on a pro-rata basis from
each Investment Subdivision in which you have invested; then we will take the
amount from the amounts you allocated to the Guarantee Account starting with
the amounts that have been in the Guarantee Account for the longest period of
time. We will pay interest at an annual rate of at least 4% on the amount
transferred to the General Account.
INTEREST RATE CREDITED
Currently, we credit interest at an annual rate of 6% for that part of the
General Account Cash Value up to an amount equal to the Cash Value less the
total of all premium payments made. We credit an annual rate of 4% to that part
of the General Account Cash Value in excess of the above amount. For purposes
of crediting these two rates of interest, we will use the Cash Value as
calculated on the preceding Monthly Anniversary Day. We reserve the right to
decrease, at our discretion, the rate of interest we credit to any portion of
General Account Cash Value to an annual rate of not less than 4%. On each
Policy anniversary, the interest earned since the preceding Policy anniversary
will be credited and transferred to Separate Account III and/or the Guarantee
Account. Absent written instructions, we will allocate this amount among the
Investment Subdivisions and/or the Guarantee Account in the same manner as
Policy loans are allocated.
INTEREST RATE CHARGED
We will charge interest daily on any outstanding Policy loan at a maximum
effective annual rate of 6%. Interest is due and payable at the end of each
Policy year while a Policy loan is outstanding. If, on any Policy anniversary,
you have not paid interest accrued since the last Policy anniversary, we add
the amount of the interest to the loan and this becomes part of your
outstanding Policy Debt. Absent written instructions, we transfer the interest
due first on a pro-rata basis from each Investment Subdivision in which you
have invested; then we will take the remaining interest due from the amounts
you allocated to the Guarantee Account, starting with the amounts that have
been in the Guarantee Account for the longest period of time.
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REPAYMENT OF POLICY DEBT
You may repay all or part of your Policy Debt at any time while the Insured is
living and the Policy is in force. We will treat any payments by you (other
than initial or planned premiums) first as the repayment of any outstanding
Policy Debt. We will treat the portion of the payment in excess of any
outstanding Policy Debt as an additional premium payment. See Premiums.
When you repay a loan, we transfer an amount equal to the repayment from our
General Account to Separate Account III and/or the Guarantee Account and
allocate it as you directed when you repaid the loan. If you provide no
directions, we will allocate the amount according to your standing instructions
for premium allocations.
You must send loan repayments to our Home Office. We will credit the repayments
as of the date we receive them.
EFFECT OF POLICY LOANS
A Policy loan affects the Policy, because we reduce the death benefit Proceeds
and Surrender Value under the Policy by the amount of any outstanding loan plus
interest you owe on the loan. Repaying the loan causes the death benefit
Proceeds and Surrender Value to increase by the amount of the repayment. As
long as a loan is outstanding, we hold an amount equal to the loan as
collateral. This amount is not affected by Separate Account III's investment
performance or the interest we credit on the Guarantee Account. Amounts
transferred from Separate Account III as collateral will affect the Cash Value
because we credit such amounts with an interest rate we declare rather than a
rate of return reflecting the investment performance of Separate Account III.
There are risks involved in taking a Policy loan, a few of which include the
potential for a Policy to lapse if projected earnings, taking into account
outstanding loans, are not achieved. A Policy loan may also have possible
adverse tax consequences that could occur if a Policy lapses with loans
outstanding. See Tax Considerations.
We will notify you if the sum of your loans plus any interest you owe on the
loans is more than the Cash Value less applicable surrender charges. If you do
not submit a sufficient payment within 61 days from the date of the notice,
your Policy may terminate.
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Termination
PREMIUM TO PREVENT TERMINATION
Generally, if on a Monthly Anniversary Day, the Surrender Value of your Policy
is too low to cover the monthly deduction, a Policy will be in default and a
grace period will begin. In that case, we will mail you notice of the premium
necessary to prevent your Policy from terminating. You will have a 61-day grace
period from the date we mail the notice to make the required premium payment.
So long as there is outstanding Policy Debt, we will treat that portion of any
sufficient payment received during the grace period that is less than or equal
to the amount of the Policy Debt as a repayment of Policy Debt and not as an
additional premium payment. If we treat a payment as a repayment of outstanding
Policy Debt, we will transfer the amount of Cash Value held in our General
Account (as security for that part of the Policy Debt being repaid) into
Separate Account III and/or the Guarantee Account, which increases the
Surrender Value of the Policy, thereby preventing termination.
YOUR POLICY WILL REMAIN IN EFFECT DURING THE GRACE PERIOD
If the Insured should die during the grace period before you pay the required
premium, the death benefit will still be payable to the Beneficiary, although
we will reduce the amount of the death benefit Proceeds by the amount of any
due and unpaid monthly deductions and by any outstanding Policy Debt. If you
have not paid the required premium before the grace period ends, your Policy
will terminate. It will have no value and no benefits will be payable. However,
you may reinstate your Policy under certain circumstances.
REINSTATEMENT
If you have not surrendered your Policy and it is before the Maturity Date, you
may reinstate your Policy within three years after termination, subject to
compliance with certain conditions, including the payment of a necessary
premium and submission of satisfactory evidence of insurability. See your
Policy for further information. Any Policy Debt that existed at the end of the
grace period will be reinstated if not paid. On the date of reinstatement, the
Cash Value less any outstanding Policy Debt will be allocated to the Investment
Subdivisions of Separate Account III and/or the Guarantee Account.
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Payments and Telephone Transactions
REQUESTING PAYMENTS
You may send your written requests for payment to our Home Office or give them
to one of our authorized agents. We will ordinarily pay any Proceeds, loan
proceeds or surrender or partial withdrawal Proceeds in a lump sum within seven
days after receipt at our Home Office of all the documents required for such a
payment. Other than the death benefit Proceeds, which we determine as of the
date of the Insured's death, the amount we pay is as of the end of the
Valuation Period during which our Home Office receives all required documents.
We may pay your death benefit Proceeds in a lump sum or under an optional
payment plan. See Optional Payment Plans.
Any death benefit Proceeds that we pay in one lump sum will include interest
from the date of death to the date of payment. We will pay interest at a rate
we set, or a rate set by law if greater. The minimum interest rate which we may
pay is 2.5%. We will not pay interest beyond one year or any longer time set by
law. We will reduce death benefit Proceeds by any outstanding Policy Debt and
any due and unpaid monthly deductions.
We may delay making a payment or processing a transfer request if:
. the disposal or valuation of Separate Account III'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
. the SEC by order permits postponement of payment to protect our Policy
Owners.
We also may defer making payments attributable to a check that has not cleared
the bank on which it is drawn. We reserve the right to defer payments from the
Guarantee Account for up to six months. We will not defer payments if the law
requires us to pay earlier, or if the amount payable is to be used to pay
premiums on policies with us.
TELEPHONE TRANSACTIONS
You may make certain requests under the Policy by telephone provided you sent
us written authorization at our Home Office. These include requests for
transfers, changes in premium allocation designations, dollar-cost averaging
changes and changes in the portfolio rebalancing program. 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 we do not follow reasonable
procedures, we may be liable for any losses due to unauthorized or fraudulent
instructions. However, if we follow reasonable procedures, we will not be
liable for any losses due to unauthorized or fraudulent instructions.
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Tax Considerations
FEDERAL TAX MATTERS
Introduction
This part of the Prospectus discusses the Federal income tax treatment of the
Policy. The Federal income tax treatment of the Policy is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances.
This discussion is general and is not intended as tax advice. It does not
address all of the Federal income tax rules that may affect you and your
Policy. This discussion also does not address Federal estate or gift tax
consequences, or state or local tax consequences, associated with a Policy. As
a result, you should always consult a tax advisor about the application of tax
rules to your individual situation.
TAX STATUS OF THE POLICY
Federal income tax law generally grants favorable treatment to life insurance:
the proceeds paid on the death of the insured are excluded from the gross
income of the beneficiary, and the Owner is not taxed on increases in the cash
value unless amounts are distributed while the Insured is alive. For this
treatment to apply to your Policy, the premiums paid for your Policy must not
exceed a limit established by the tax law. An increase or decrease in the
Policy's Specified Amount may change this premium limit.
We will monitor the premiums paid for your Policy to keep them within the tax
law's limit. However, for your Policy to receive favorable tax treatment as
life insurance, two other requirements must be met:
. The investments of Separate Account III must be "adequately diversified" in
accordance with Internal Revenue Service ("IRS") regulations; and
. your right to choose particular investments for a Policy must be limited.
Investments in Separate Account III must be diversified. The IRS has issued
regulations that prescribe standards for determining whether the investments of
Separate Account III, including the assets of the Funds in which Separate
Account III invests, are "adequately diversified." If Separate Account III
fails to comply with these diversification standards, you could be required to
pay tax currently on the excess of the Cash Value over the premiums paid for
the Policy.
Although we do not control the investments of all of the Funds (the Company
only indirectly controls those of GE Investments Funds, Inc., through an
affiliated company), we expect that the Funds will comply with the IRS
regulations so that Separate Account III will be considered "adequately
diversified."
Restrictions on the extent to which you can direct the investment of Cash
Values. Federal income tax law limits your right to choose particular
investments for the Policy. The U.S. Treasury Department stated in 1986 that it
expected to issue guidance clarifying those limits, but it has not yet done so.
Thus, the nature of the limits is currently uncertain. As a result, your right
to allocate Cash Values among the
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Funds may exceed those limits. If so, you would be treated as the owner of a
portion of the assets of Separate Account III and thus subject to current
taxation on the income and gains from those assets.
The Company does not know what limits may be set forth in any guidance that the
Treasury Department may issue, or whether any such limits will apply to
existing Policies. The Company therefore reserves the right to modify the
Policy without your consent to attempt to prevent the tax law from considering
you to own a portion of the assets of Separate Account III.
No guarantees regarding tax treatment: The Company makes no guarantees
regarding the tax treatment of any Policy or of any transaction involving a
Policy. However, the remainder of this discussion assumes that your Policy will
be treated as a life insurance contract for Federal income tax purposes and
that the tax law will not impose tax on any increase in your Cash Value until
there is a distribution from your Policy.
TAX TREATMENT OF POLICIES -- GENERAL
Death Proceeds and Cash Value increases: A Policy's treatment as life insurance
for Federal income tax purposes generally has the following results:
. Death Proceeds are excludable from the gross income of the Beneficiary.
. You are not taxed on increases in the Cash Value unless amounts are
distributed from the Policy while the Insured is alive.
. The taxation of amounts distributed while the Insured is alive--and, in
particular, partial withdrawals and loans--depends upon whether your Policy
is a "modified endowment contract." A withdrawal occurs when you receive less
than the total amount of the Policy's Surrender Value; receipt of the entire
Surrender Value is a full surrender. The term "modified endowment contract,"
or "MEC," is defined below.
TAX TREATMENT OF MODIFIED ENDOWMENT CONTRACTS
Definition of a "modified endowment contract:" A Policy will be classified as a
MEC if either of the following is true:
. If premiums are paid more rapidly than allowed by a "7-pay test" under the
tax law. At your request, we will let you know the amount of premium that may
be paid for your Policy in any year that will avoid MEC treatment under the
7-pay test.
. If the Policy is received in exchange for another policy that is a MEC.
In most cases, this Policy will constitute a MEC.
Tax treatment of distributions, including loans, from MECs: If a Policy is
classified as a MEC, the following special rules apply:
. A withdrawal will be taxable to you to the extent that the Cash Value exceeds
your "investment in the contract," as defined below.
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. A full surrender and any maturity benefits paid will be taxable to the extent
the amount received plus Policy Debt exceeds your investment in the contract.
. A loan from the Policy (together with any unpaid interest included in Policy
Debt), and the amount of any assignment or pledge of the Policy, will be
taxed in the same manner as a withdrawal.
. A penalty tax of 10% will be imposed on the amount of any full surrender or
partial withdrawal, loan and unpaid loan interest included in Policy Debt,
assignment, or pledge on which you must pay tax. However, the penalty tax
does not apply to a distribution made:
(1) after you attain age 59 1/2,
(2) because you have become disabled, within the meaning of the tax law, or
(3) in substantially equal periodic payments over your life or life
expectancy (or over the joint lives or life expectancies of you and your
beneficiary, within the meaning of the tax law).
You will be taxed on income from this Policy at ordinary income tax rates, not
at lower capital gains tax rates. Your "investment in the contract" generally
equals the total of the premiums paid for your Policy plus the amount of any
loan that was includible in your income, reduced by any amounts you previously
received from the Policy that you did not include in your income.
Special rules if you own more than one MEC: All MECs that we (or any of our
affiliates) issue to you within the same calendar year will be combined to
determine the amount of any distribution from the Policy that will be taxable
to you.
Interpretative issues: The tax law's rules relating to MECs are complex and
open to considerable variation in interpretation. You should consult your tax
advisor before making any decisions regarding changes in coverage under or
distributions from your Policy.
TAX TREATMENT OF POLICIES THAT ARE NOT MECS
Partial withdrawals and full surrenders and maturity proceeds: If your Policy
is not a MEC, you will generally pay tax on the amount of a partial withdrawal
only to the extent it exceeds your "investment in the contract". Similarly,
full surrenders and maturity proceeds are taxable to the extent the amount
received plus Policy Debt exceeds your "investment in the contract".
Loans: A loan received under a non-MEC Policy (i.e., Policy Debt) normally will
be treated as your indebtedness. Hence, so long as the Policy remains in force,
you will generally not be taxed on any part of a Policy loan. However, it is
possible that you could have additional income for tax purposes if any of your
Policy loan is attributable to Cash Value in excess of premium payments made.
If your Policy terminates (by a full surrender or by a lapse) while the Insured
is alive, you will be taxed on the
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<PAGE>
amount (if any) by which the Policy Debt plus any amount received in cash
exceeds your investment in the contract.
OTHER TAX RULES APPLICABLE TO THE POLICIES
Special rule for certain cash distributions in the first 15 Policy
years: During the first 15 years after your Policy is issued, if we distribute
cash to you and reduce the death Proceeds (e.g., by decreasing the Policy's
Specified Amount) at the same time, you may be required to pay tax on all or
part of the cash payment, even if it is less than your investment in the
contract. This also may occur if we distribute cash to you up to two years
before the Proceeds are reduced, or if the cash payment is made in anticipation
of the reduction. However, you will not be required to pay tax on more than the
amount by which your Cash Value exceeds your investment in the contract.
Loan interest: Generally, interest paid on Policy Debt or other indebtedness
related to the Policy will not be tax deductible, except in the case of certain
indebtedness under a Policy covering a "key person." A tax advisor should be
consulted before taking any Policy loan.
Loss of interest deduction where Policies are held by or for the benefit of
corporations, trusts, etc. If an entity (such as a corporation or a trust, not
an individual) purchases a Policy or is the beneficiary of a Policy issued
after June 8, 1997, a portion of the interest on indebtedness unrelated to the
Policy may not be deductible by the entity. However, this rule does not apply
to a Policy owned by an entity engaged in a trade or business which covers the
life of an individual who is:
. a 20% owner of the entity, or
. an officer, director, or employee of the trade or business,
at the time first covered by the Policy. Entities that are considering
purchasing the Policy, or that will be Beneficiaries under a Policy, should
consult a tax advisor.
Optional payment plans: If death Proceeds under the Policy are paid under one
of the optional payment plans, the Beneficiary will be taxed on a portion of
each payment (at ordinary income tax rates). The Company will notify the
Beneficiary annually of the taxable amount of each payment. However, if the
death Proceeds are held by the Company under Optional Payment Plan 4 (interest
income), the Beneficiary will be taxed on the interest income as it is
credited.
Other considerations: The right to exchange the Policy for a permanent fixed
benefit policy (see "Exchange Privilege"), the right to change Owners (see
"Change of Owner"), and changes reducing future amounts of death Proceeds may
have tax consequences depending upon the circumstances of each exchange or
change.
INCOME TAX WITHHOLDING
We may be required to withhold and pay to the IRS a part of the taxable portion
of each distribution made under a Policy. However, in many cases, the recipient
may
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elect not to have any amounts withheld. You are responsible for payment of all
taxes and early distribution penalties, regardless of whether you request that
no taxes be withheld or if we do not withhold a sufficient amount of taxes. At
the time you request a distribution from the Policy, we will send you forms
that explain the withholding requirements.
TAX STATUS OF THE COMPANY
Under existing Federal income tax law, we do not expect to incur any Federal
income tax liability on the income or gains in Separate Account III. Based upon
this expectation, we do not impose a charge for Federal income taxes. If
Federal income tax law changes and we are required to pay taxes on some or all
of the income and gains earned by Separate Account III, we may impose a charge
for those taxes.
We may also incur state and local taxes, in addition to premium taxes for which
a deduction from premiums is currently made. At present, these taxes are not
significant. If there is a material change in state or local tax laws, we may
impose a charge for any taxes attributable to Separate Account III.
CHANGES IN THE LAW AND OTHER CONSIDERATIONS
This discussion is based on our understanding of the Federal income tax law
existing on the date of this Prospectus. Congress, the IRS, and the courts may
modify these laws at any time, and may do so retroactively. Any person
concerned about the tax implications of ownership of a Policy should consult a
competent tax advisor.
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Other Policy Information
EXCHANGE PRIVILEGE
During the first 24 Policy Months, you may convert the Policy to a permanent
fixed benefit Policy. The amount of your new policy will be the Specified
Amount of this Policy on the date of the exchange. We will base premiums on the
same Age at issue and risk classification of the Insured as the existing
Policy. The conversion will be subject to an equitable adjustment in payments
and Cash Value to reflect variances, if any, in the payments and Cash Value
under the existing Policy and the new Policy. See your Policy for further
information.
BENEFITS AT MATURITY
If your Policy is in effect at the maturity date, we will pay you your Policy's
Cash Value less any outstanding Policy Debt. This is your Policy's maturity
value. We may pay benefits at maturity in a lump sum or under an optional
payment plan. The maturity date is shown in your Policy.
OPTIONAL PAYMENT PLANS
The Policy currently offers the following five optional payment plans as
alternatives to the payment of a death benefit Proceeds or Surrender Value in a
lump sum:
Plan 1 -- Life Income. We will make equal monthly payments for a guaranteed
minimum period. If the payee lives longer than the minimum period, payments
will continue for his or her life. The minimum period can be 10, 15, or 20
years. If the payee dies before the end of the guaranteed period, we will
discount the amount of remaining payments for the minimum period at a yearly
rate of 3%. We will pay the discounted amounts in one sum to the payee's estate
unless otherwise provided.
Plan 2 -- Income For A Fixed Period. We will make equal periodic payments for a
fixed period not longer than 30 years. Payments can be annual, semi-annual,
quarterly, or monthly. If the payee dies, we will discount the amount of the
remaining guaranteed payments to the date of the payee's death at a yearly rate
of 3%. We will pay the discounted amount in one sum to the payee's estate
unless otherwise provided.
Plan 3 -- Income of a Definite Amount. We will make equal periodic payments of
a definite amount. Payments can be annual, semi-annual, quarterly, or monthly.
The amount we pay each year must be at least $120 for each $1,000 of proceeds.
Payments will continue until the proceeds are exhausted. The last payment will
equal the amount of any unpaid proceeds. If the payee dies, we will pay the
amount of the remaining proceeds with earned interest in one sum to the payee's
estate unless otherwise provided.
Plan 4 -- Interest Income. We will make periodic payments of interest earned
from the proceeds left with us. Payments can be annual, semi-annual, quarterly
or monthly and will begin at the end of the first period chosen. If the payee
dies, we will pay the amount of remaining proceeds and any earned but unpaid
interest in one sum to the payee's estate unless otherwise provided.
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Plan 5 -- Joint Life and Survivor Income. We will make equal monthly payments
to two payees for a guaranteed minimum of 10 years. Each payee must be at least
35 years old when payments begin. Payments will continue as long as either
payee is living. If both payees die before the end of the minimum period, we
will discount the amount of the remaining payments for the 10 year period at a
yearly rate of 3%. We will pay the discounted amount in one sum to the
survivor's estate unless otherwise provided.
In selecting an optional payment plan: (1) the payee under a plan cannot be a
corporation, association or fiduciary; (2) the Proceeds applied under a plan
must be at least $10,000; and (3) the amount of each payment under a plan must
be at least $50.
You may select an optional payment plan in your application or by writing our
Home Office. We will transfer any amount left with us for payment under an
optional payment plan to our General Account. Payments under an optional
payment plan will not vary with the investment performance of Separate Account
III because they are forms of fixed-benefit annuities. Amounts allocated to an
optional payment plan will earn interest of at least 3.0% compounded annually.
Certain conditions and restrictions apply to payments received under an
optional payment plan. For further information, please review your Policy or
contact one of our authorized agents.
DIVIDENDS
The Policy is non-participating. We will not pay dividends on the Policy.
INCONTESTABILITY
The Policy limits our right to contest the Policy as issued or as increased,
except for material misstatements contained in the application or a
supplemental application, after it has been in force during the Insured's
lifetime for a minimum period, generally for two years from the Policy Date or
effective date of the increase.
SUICIDE EXCLUSION
If the Insured commits suicide while sane or insane within two years of the
Policy Date, we will limit the death benefit Proceeds we pay under the Policy
to all premiums paid (other than those required for an increase in Specified
Amount and those applied to repay Policy Debt), less outstanding Policy Debt
and less amounts paid upon partial withdrawal of the Policy.
If the Insured commits suicide while sane or insane within two years after the
effective date of an increase in the Specified Amount, we will limit the death
benefit Proceeds with respect to the increase. The death benefit thus limited
will equal the additional premium payment required for the increase.
MISSTATEMENT OF AGE OR SEX
We will adjust the Proceeds if you misstated the Insured's Age or sex in your
application.
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WRITTEN NOTICE
You should send any written notice to us at our Home Office. The notice should
include the Policy number and the Insured's full name. We will send any notice
to the address shown in the application unless an appropriate address change
form has been filed with us.
TRUSTEE
If you name a trustee as the Owner or Beneficiary of the Policy and the trustee
subsequently exercises ownership rights or claims benefits thereunder, we will
have no obligation to verify that a trust is in effect or that the trustee is
acting within the scope of his/her authority. Payment of Policy benefits to the
trustee will release us from all obligations under the Policy to the extent of
the payment. When we make a payment to the trustee, we will have no obligation
to ensure that such payment is applied according to the terms of the trust
agreement.
OTHER CHANGES
At any time, we may make such changes in the Policy as are necessary to assure
compliance at all times with the definition of life insurance prescribed by the
Code:
. to make the Policy, our operations, or the operation of Separate Account III
to conform with any law or regulation issued by any government agency to
which they are subject; or
. to reflect a change in the operation of Separate Account III, if allowed by
the Policy.
Only the President or Vice President of GE Life & Annuity has the right to
change the Policy. No agent has the authority to change the Policy or waive any
of its terms. An officer of GE Life & Annuity must sign all endorsements,
amendments, or riders to be valid.
REPORTS
We maintain records and accounts of all transactions involving the Policy,
Separate Account III and Policy Debt. Within 30 days after each Policy
anniversary, we will send you a report showing information about your Policy.
The report will show:
. Specified Amount;
. the Cash Value in each Investment Subdivision and the Guarantee Account;
. the Surrender Value;
. Policy Debt; and
. premiums paid and charges made during the Policy year.
We also will send you an annual and a semi-annual report for each Fund
underlying an Investment Subdivision to which you have allocated Cash Value, as
required by the 1940 Act. In addition, when you pay premiums (other than by
pre-authorized checking account deduction), or if you take out a Policy loan,
make transfers or make partial withdrawals, you will receive a written
confirmation of these transactions.
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CHANGE OF OWNER
You may change the Owner of the Policy by sending a written request on a form
satisfactory to us to our Home Office while the Insured is alive and the Policy
is in force. The change will take effect the date you sign the written request,
but the change will not affect any action we have taken before we receive the
written request. A change of Owner does not change the Beneficiary designation.
USING THE POLICY AS COLLATERAL
You can assign the Policy as collateral security. You must notify us in writing
if you assign the Policy. Any payments we made before the assignment will not
be affected. We are not responsible for the validity of an assignment. An
assignment may affect your rights and the rights of the Beneficiary.
REINSURANCE
We intend to reinsure a portion of the risks assumed under the Policies.
LEGAL PROCEEDINGS
GE Life & Annuity, like all other companies, is involved in lawsuits, including
class action lawsuits. In some class action and other lawsuits involving
insurance companies, substantial damages have been sought and/or material
settlement payments have been made. Although the outcome of any litigation
cannot be predicted with certainty, GE Life & Annuity believes that at the
present time there are no pending or threatened lawsuits that are reasonably
likely to have a material adverse impact on it or Separate Account III.
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Additional Information
SALE OF THE POLICIES
Policies are sold by appropriately licensed agents who we appoint to solicit
applications on our behalf. These agents are also registered representatives of
Capital Brokerage Corporation, the principal underwriter of the Policies, or of
broker/dealers who have entered into written sales agreements with the
principal underwriter. One of these broker/dealers is Terra Securities
Corporation, which is an affiliate of ours.
Capital Brokerage Corporation, a Washington corporation, located at 6630 W.
Broad Street, Richmond, Virginia 23230, is registered with the SEC under the
Securities Exchange Act of 1934 as a broker/dealer and is a member of the
National Association of Securities Dealers, Inc. (Capital Brokerage Corporation
does business in Indiana, Minnesota, New Mexico, and Texas as GE Capital
Brokerage Corporation.) Capital Brokerage Corporation also serves as principal
underwriter for other variable life insurance and variable annuity policies we
issue. However, Capital Brokerage Corporation has not retained any amounts for
acting as principal underwriter of these other policies.
We pay sales commissions and other expenses associated with the promotion and
sales of the Policies to broker/dealers. The broker/dealer may receive
aggregate commissions of up 7.0% of your aggregate premium payments. We may
also pay override payments, expense allowances, bonuses, wholesaler fees and
training allowances. Registered representatives earn commissions from the
broker/dealer with which they are affiliated and such arrangements may vary. In
addition, registered representatives who meet specified production levels may
qualify, under sales incentive programs adopted by us, to receive non-cash
compensation such as expense-paid trips, expense-paid educational seminars and
merchandise.
Capital Brokerage will receive 12b-1 fees against the Janus Aspen Series
(Service Shares) as compensation for providing certain distribution and
shareholder support services.
LEGAL MATTERS
The legal matters in connection with the Policy described in this prospectus
have been passed on by Patricia L. Dysart, Associate General Counsel and
Assistant Vice President of GE Life & Annuity. Sutherland Asbill & Brennan LLP
of Washington, D.C. has provided advice on matters relating to the Federal
securities laws.
EXPERTS
The consolidated financial statements of GE Life and Annuity Assurance Company
and subsidiary as of December 31, 1999 and 1998, and for each of the years in
the three-year period ended December 31, 1999, and the financial statements of
GE Life & Annuity Separate Account III, as of December 31, 1999 and for each of
the years or lesser periods in the three-year period ended December 31, 1999,
have been included herein in reliance upon the reports of KPMG LLP, independent
certified
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public accountants, appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.
The report of KPMG LLP dated January 21, 2000 with respect to the consolidated
financial statements of GE Life and Annuity Assurance Company and subsidiary,
contains an explanatory paragraph that states that the Company changed its
method of accounting for insurance-related assessments in 1999.
ACTUARIAL MATTERS
Actuarial matters included in this prospectus have been examined by Paul Haley,
an actuary of GE Life & Annuity, whose opinion we filed as an exhibit to the
registration statement.
FINANCIAL STATEMENTS
You should distinguish the consolidated financial statements of GE Life &
Annuity and subsidiary included in this prospectus from the financial
statements of Separate Account III. Please consider the financial statements of
GE Life & Annuity only as bearing on our ability to meet our obligations under
the Policies. You should not consider the financial statements of GE Life &
Annuity and subsidiary as affecting the investment performance of the assets
held in Separate Account III.
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EXECUTIVE OFFICERS AND DIRECTORS
We are managed by a board of directors. The following table sets forth the
name, address and principal occupations during the past five years of each of
our executive officers and directors.
<TABLE>
<CAPTION>
Positions and Offices with Depositor for Last Five
Name years
- -------------------------------------------------------------------------------
<C> <S>
Michael D. Fraizer Chairman of the Board and Chief Executive Officer of
GE Financial Assurance, President of GE Capital
Commercial Real Estate. 1993-1996
Pamela S. Schutz President, GE Life & Annuity since 5/98; President of
The Harvest Life Insurance Company 9/97-12/98;
President, GE Capital Realty Group 2/78-5/97. Senior
Vice President, Investments, GE Life & Annuity, since
1999; Director, GE Life & Annuity, since 5/96;
Director, GNA, since 4/94.
Selwyn L. Flournoy, Jr. Director, GE Life & Annuity since 5/89; Senior Vice
President, GE Life & Annuity, since 1980; Chief
Financial Officer 1980-1998.
Victor C. Moses Senior Vice President, Investments, GE Life & Annuity,
since 1999; Director GE Life & Annuity, since 5/96;
Director, GNA, since 4/94. Senior Vice President,
Business Development and Chief Actuary of GNA since
May, 1993.
Thomas M. Stinson Director and Senior Vice President, GE Life and
Annuity Assurance Company, since 4/00. President;
Personal Financial Services, General Manager, Home
Depot Credit Card Services 1996-1999.
Leon E. Roday Senior Vice President & Director, GE Life & Annuity
since 6/99; Senior Vice President & Director, GE
Financial Assurance since 1996. LeBoeuf, Lamb, Greene
& MacRae, L.L.P. 1982-1996.
Geoffrey S. Stiff Senior Vice President, GE Life & Annuity, since 3/99;
Director, GE Life & Annuity, since 5/96; Vice
President, GE Life & Annuity 5/96-3/99; Director of
GNA since April, 1994; Senior Vice President, Chief
Financial Officer and Treasurer of GNA since May,
1993; Senior Vice President, Controller and Treasurer
of GNA Investors Trust since 1993.
Donita M. King Senior Vice President, General Counsel and Secretary,
GE Life & Annuity since 3/99; Assistant General
Counsel, Prudential Insurance Company of America,
3/89-3/99.
Richard P. McKenney Manager of Finance since 10/96, GE Financial
Assurance/GE Life and Annuity Assurance Company; Chief
Financial Officer since 10/98; GE Capital Audit Staff
Manager, 8/95-10/96; GE Corporate Audit Staff, 7/93-
8/95.
Gary T. Prizzia Treasurer, GE Life and Annuity Assurance/GE Financial
Assurance Company since 1/00. Treasurer/Risk Manager,
Budapest Bank, 10/96-01/00.
Kelly L. Groh Vice President and Controller/Sr. Finance Analyst, GE
Life and Annuity Assurance Company since 3/96; Staff
Accountant, Price Waterhouse, 9/90-3/96.
- -------------------------------------------------------------------------------
</TABLE>
The principal business address of each person listed, unless otherwise
indicated, is GE Life and Annuity Assurance Company, 6610 W. Broad Street,
Richmond, Virginia 23230.
The principal business address for Mr. Fraizer and Mr. Roday is GE Life and
Annuity Assurance Company, 6604 W. Broad Street, Richmond, Virginia 23230.
The principal business address for Mr. Stinson is GE Life and Annuity Assurance
Company, 6630 W. Broad Street, Richmond, Virginia 23230.
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The principal business address for Mr. Moses is GNA Corporation, Two Union
Square, 601 Union Street, Seattle, WA 98101.
The principal business address for Mr. Prizzia is GE Life and Annuity Assurance
Company, 6620 W. Broad Street, Richmond, Virginia 23230.
OTHER INFORMATION
We have filed a Registration Statement with the SEC, under the Securities Act
of 1933 as amended, for the Policies being offered here. This Prospectus does
not contain all the information in the Registration Statement, its amendments
and exhibits. Please refer to the Registration Statement for further
information about Separate Account III, the Company, and the Policies offered.
Statements in this Prospectus about the content of Policies and other legal
instruments are summaries. For the complete text of those Policies and
instruments, please refer to those documents as filed with the SEC and
available on the SEC's website at http://www.sec.gov.
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Hypothetical Illustrations
The following tables illustrate how the death benefits, Cash Values and
Surrender Values of a Policy change with the investment experience of Separate
Account III and with changes in the cost of insurance charges. The tables
illustrate the Policy values that would result based upon the hypothetical
investment rates of return if premiums are paid as indicated, if all premiums
are allocated to Separate Account III, and if no Policy loans, partial
withdrawals or transfer requests have been made. The tables are also based on
the assumption that the Policyowner has not requested an increase in the
Specified Amount of the Policy.
The tables illustrate a Policy issued to a male, age 55, with a total planned
premium of $50,000. The first two illustrations show a single premium of
$50,000 paid at issue, with no further premiums. The third, fourth, fifth and
sixth illustrations show an annual premium of $10,000 payable for five years,
with no further premiums. The specified insurance amount for the first four
illustrations is $141,964. Because the fifth and sixth illustrations show a
rating of 200% (substandard), the specified insurance amount is $125,475. The
second column of each illustration shows the accumulated value of the premiums
paid at the stated interest rate. The remaining columns illustrate the death
benefit, Cash Value and Surrender Value of a Policy over the designated period
under varying assumptions of investment rates of return and cost of insurance
charges. Death benefits, cash and surrender values also take into account
charges deducted from premium payments. (See Charges and Deductions.)
The guaranteed cost of insurance charges allowable under the Policy (shown in
the illustrations as "maximum") are based upon the 1980 Commissioners' Standard
Ordinary Mortality Table, adjusted for any substandard rating class. These
guaranteed charges are used to determine the maximum monthly deduction for cost
of insurance. GE Life & Annuity currently deducts lower cost of insurance
charges (shown in the illustrations as "current") and anticipates deducting
these charges for the foreseeable future.
The current cost of insurance charge equals the current cost of insurance rate
multiplied by the net amount at risk under the Policy. Policies qualifying for
the Preferred Funding Risk Class may have a lower cost of insurance charge.
(See Cost of Insurance provision of the prospectus.)
The illustration columns using the guaranteed cost of insurance charges will
show the minimum values that would be available under the Policy's terms based
on the assumed investment rates of return of 0%, 6% or 12%. The death benefits,
Cash Values and Surrender Values would be different from those shown if the
gross annual investment rates of return averaged 0%, 6% or 12%, over a period
of years, but fluctuated above and below those averages for individual Policy
years.
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The illustration columns using the cost of insurance charges currently deducted
by GE Life & Annuity assume those current cost of insurance charges are
continued for the entire period indicated. Although GE Life & Annuity currently
makes deductions for cost of insurance based upon the current charges, and
anticipates continuing such practice for the foreseeable future, THERE IS NO
GUARANTEE THAT SUCH CHARGES WILL BE CONTINUED. At the discretion of GE Life &
Annuity, the charges could be increased or decreased, based upon its estimate
of expected mortality. Thus, the values in the illustrations using current cost
of insurance charges indicate values that would be available, assuming the
stated investment rates of return, if the current cost of insurance charges are
continued. THOSE COLUMNS DO NOT ILLUSTRATE VALUES THAT WOULD BE GUARANTEED IF
THE HYPOTHETICAL INVESTMENT RATES OF RETURN WERE EARNED.
The amounts shown for the death benefit, Cash Values and Surrender Values
reflect the fact that the net investment return of the Investment Subdivision
is lower than the gross, after-tax return on the assets held in the particular
Fund as a result of expenses paid by it and charges levied against the
Investment Subdivision. The illustrations take into account a charge of 0.66%,
which represents the average investment advisory fee of the Funds, and a charge
of 0.12%, which represents the average annual other expenses of the Funds.
Assumed charges for fees and other expenses, as an annual percentage of the
average daily net assets of the Funds, are based on the actual fees and
expenses incurred by the funds in 1999, or on estimates as described below.
Actual fees and expenses charged to a Policy will depend on the Investment
Subdivisions chosen by the Policyowner. The illustrations also take into
account the daily charges by GE Life & Annuity to an Investment Subdivision for
assuming mortality and expense risks and administrative expenses, which is
equivalent to a charge at an annual rate of 1.30% of the net assets of the
Investment Subdivision. After deduction of these amounts, the illustrated gross
annual investment rates of return of 0%, 6% and 12% correspond to approximate
net annual rates of -2.08%, 3.92% and 10.92%, respectively.
The annual expenses used for all the funds in these illustrations are net of
certain reimbursements and fee waivers by the Funds' investment advisors. GE
Life & Annuity cannot guarantee that the reimbursements and fee waivers will
continue.
All of the information used to determine average fees and expenses for the
illustrations was provided by the Funds. In some cases, estimates were
substituted by the Funds for the actual fees and expenses. GE Life & Annuity
does not represent that such estimates are true and complete, and has not
independently verified these figures.
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The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes against Separate Account III, since GE Life & Annuity is
not currently making such charges. However, such charges may be made in the
future and, in that event, the gross annual investment rate of return would
have to exceed 0%, 6% or 12% by an amount sufficient to cover the tax charges
in order to produce the death benefits and Cash Values illustrated. (See
Federal Tax Matters.)
The tables also do not reflect any reduction in sales charges available to
certain groups (See Reduction in Charges for Group Sales); if the reduced
charges were illustrated they would show increased Cash Values.
Upon request, GE Life & Annuity will provide a comparable illustration based
upon the proposed Insured's age, sex, where appropriate, and risk class and the
proposed premium payments.
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<PAGE>
Variable Life Insurance
<TABLE>
<S> <C> <C>
Male Issue Age 55 Initial Specified Amount $141,964
Rating 100% (Standard) Initial Premium $50,000
Level Death Benefit Total Planned Premium (1) $50,000
</TABLE>
<TABLE>
<CAPTION>
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
End of At 5% ------------------------ ------------------------ ---------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 52,500 44,754 47,754 141,964 47,722 50,722 141,964 50,691 53,691 141,964
2 55,125 42,449 45,449 141,964 48,384 51,384 141,964 54,680 57,680 141,964
3 57,881 40,076 43,076 141,964 48,981 51,981 141,964 59,003 62,003 141,964
4 60,775 37,625 40,625 141,964 49,503 52,503 141,964 63,700 66,700 141,964
5 63,814 35,582 38,082 141,964 50,441 52,941 141,964 69,315 71,815 141,964
6 67,005 33,429 35,429 141,964 51,281 53,281 141,964 75,399 77,399 141,964
7 70,355 31,143 32,643 141,964 52,003 53,503 141,964 82,010 83,510 141,964
8 73,873 28,696 29,696 141,964 52,584 53,584 141,964 89,214 90,214 141,964
9 77,566 26,053 26,553 141,964 52,997 53,497 141,964 97,092 97,592 141,964
10 81,445 23,177 23,177 141,964 53,212 53,212 141,964 105,745 105,745 141,964
15 103,946 1,743 1,743 141,964 49,166 49,166 141,964 164,710 164,710 191,064
20 132,665 * * * 32,610 32,610 141,964 257,676 257,676 275,713
25 169,318 * * * * * * 405,770 405,770 426,059
30 216,097 * * * * * * 632,167 632,167 663,775
35 275,801 * * * * * * 968,191 968,191 1,016,600
- -------------------------------------------------------------------------------------------------
</TABLE>
* Premium in addition to the planned premium is required to keep the policy in
effect.
(1) The values illustrated assume a single premium of $50,000 with no
additional premiums. Values would be different if premiums are paid with a
different frequency or in different amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or partial withdrawals have been made. Excessive loans
or partial withdrawals may cause this Policy to lapse because of
insufficient account value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates allowable under the Policy. Accordingly, if the assumed
hypothetical gross annual investment return were earned, the values and
benefits of an actual Policy with the listed specifications could never be
less than those shown, and in same cases may be greater than those shown.
The hypothetical gross annual investment rates of return shown above and
elsewhere in this prospectus are illustrative only and should not be deemed a
representation of past or future investment rates of return.
Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an owner among the investment options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -2.08%, 3.92%, and 10.92%. The death
benefit and Cash Value for a Policy would be different from those shown if the
actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Life & Annuity or the Funds that
these hypothetical investment rates of return can be achieved for any one year
or sustained over any period of time.
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Variable Life Insurance
<TABLE>
<S> <C> <C>
Male Issue Age 55 Initial Specified Amount $125,475
Rating 200% (Substandard) Initial Premium $10,000
Level Death Benefit Total Planned Premium (1) $50,000
</TABLE>
<TABLE>
<CAPTION>
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
End of At 5% ------------------------ ------------------------ -------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,500 6,727 7,327 125,475 7,251 7,851 125,475 7,776 8,376 125,475
2 21,525 13,200 14,400 125,475 14,718 15,918 125,475 16,303 17,503 125,475
3 33,101 19,439 21,239 125,475 22,439 24,239 125,475 25,703 27,503 125,475
4 45,256 25,460 27,860 125,475 30,452 32,852 125,475 36,111 38,511 125,475
5 58,019 31,377 34,277 125,475 38,901 41,801 125,475 47,791 50,691 125,475
6 60,920 27,734 30,434 125,475 37,750 40,450 125,475 50,240 52,940 125,475
7 63,966 23,879 26,279 125,475 36,344 38,744 125,475 52,854 55,254 125,475
8 67,164 19,744 21,744 125,475 34,613 36,613 125,475 55,630 57,630 125,475
9 70,523 15,246 16,746 125,475 32,467 33,967 125,475 58,559 60,059 125,475
10 74,049 10,190 11,190 125,475 29,701 30,701 125,475 61,539 62,539 125,475
15 94,507 * * * 160 160 125,475 77,480 77,480 125,475
20 120,618 * * * * * * 101,151 101,151 125,475
25 153,942 * * * * * * 151,503 151,503 159,079
30 196,473 * * * * * * 229,158 229,158 240,616
35 250,755 * * * * * * 334,961 334,961 351,709
- -----------------------------------------------------------------------------------------------
</TABLE>
* Premium in addition to the planned premium is required to keep the Policy in
effect.
(1) The values illustrated assume five annual premiums of $10,000 paid at the
beginning of each year, with no additional premiums. Values would be
different if premiums are paid with a different frequency or in different
amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or partial withdrawals have been made. Excessive loans
or partial withdrawals may cause this Policy to lapse because of
insufficient account value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetic gross annual investment return were earned, the values
and benefits of an actual Policy with the listed specifications could
never be less than those shown, and in some cases may be greater than
those shown.
The hypothetical gross annual investment rates of return shown above and
elsewhere in this prospectus are illustrative only and should not be deemed a
representation of past or future investment rates of return.
Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an owner among the investment options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -2.08%, 3.92%, and 10.92%. The death
benefit and Cash Value for a Policy would be different from those shown if the
actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Life & Annuity or the Funds that
these hypothetical investment rates of return can be achieved for any one year
or sustained over any period of time.
74
<PAGE>
Variable Life Insurance
<TABLE>
<S> <C> <C>
Male Issue Age 55 Initial Specified Amount $141,964
Rating 100% (Standard) Initial Premium $10,000
Level Death Benefit Total Planned Premium (1) $50,000
</TABLE>
<TABLE>
<CAPTION>
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
End of At 5% ------------------------ ------------------------ -------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,500 7,769 8,369 141,964 8,324 8,924 141,964 8,880 9,480 141,964
2 21,525 15,287 16,487 141,964 16,923 18,123 141,964 18,629 19,829 141,964
3 33,101 22,567 24,367 141,964 25,824 27,624 141,964 29,357 31,157 141,964
4 45,256 29,623 32,023 141,964 35,054 37,454 141,964 41,186 43,586 141,964
5 58,019 36,565 39,465 141,964 44,742 47,642 141,964 54,357 57,257 141,964
6 60,920 34,098 36,798 141,964 45,012 47,712 141,964 58,517 61,217 141,964
7 63,966 31,601 34,001 141,964 45,242 47,642 141,964 63,095 65,495 141,964
8 67,164 29,045 31,045 141,964 45,405 47,405 141,964 68,125 70,125 141,964
9 70,523 26,395 27,895 141,964 45,471 46,971 141,964 73,648 75,148 141,964
10 74,049 23,516 24,516 141,964 45,304 46,304 141,964 79,616 80,616 141,964
15 94,507 2,935 2,935 141,964 38,784 38,784 141,964 119,507 119,507 141,964
20 120,618 * * * 16,494 16,494 141,964 186,893 186,893 199,976
25 153,942 * * * * * * 294,307 294,307 309,022
30 196,473 * * * * * * 458,513 458,513 481,439
35 250,755 * * * * * * 702,233 702,233 737,345
- -----------------------------------------------------------------------------------------------
</TABLE>
* Premium in addition to the planned premium is required to keep the Policy in
effect.
(1) The values illustrated assume five annual premiums of $10,000 paid at the
beginning of each year, with no additional premiums. Values would be
different if premiums are paid with a different frequency or in different
amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or partial withdrawals have been made. Excessive loans
or partial withdrawals may cause this Policy to lapse because of
insufficient account value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetical gross annual investment return were earned, the values
and benefits of an actual Policy with the listed specifications could never
be less than those shown, and in some cases may be greater than those
shown.
The hypothetical gross annual investment rates of return shown above and
elsewhere in this prospectus are illustrative only and should not be deemed a
representation of past or future investment rates of return.
Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an owner among the investment options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -2.08%, 3.92%, and 10.92%. The death
benefit and Cash Value for a Policy would be different from those shown if the
actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Life & Annuity or the Funds that
these hypothetical investment rates of return can be achieved for any one year
or sustained over any period of time.
72
<PAGE>
Variable Life Insurance
<TABLE>
<S> <C> <C>
Male Issue Age 55 Initial Specified Amount $141,964
Rating 100% (Standard) Initial Premium $10,000
Level Death Benefit Total Planned Premium (1) $50,000
</TABLE>
<TABLE>
<CAPTION>
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Current Return with Current Return with Current
Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
End of At 5% ------------------------ ------------------------- -------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,500 9,051 9,651 141,964 9,642 10,242 141,964 10,234 10,834 141,964
2 21,525 17,765 18,965 141,964 19,533 20,733 141,964 21,370 22,570 141,964
3 33,101 26,154 27,954 141,964 29,677 31,477 141,964 33,485 35,285 141,964
4 45,256 34,229 36,629 141,964 40,082 42,482 141,964 46,664 49,064 141,964
5 58,019 42,259 45,159 141,964 51,042 53,942 141,964 61,313 64,213 141,964
6 60,920 41,035 43,735 141,964 52,743 55,443 141,964 67,110 69,810 141,964
7 63,966 39,957 42,357 141,964 54,585 56,985 141,964 73,496 75,896 141,964
8 67,164 39,022 41,022 141,964 56,571 58,571 141,964 80,514 82,514 141,964
9 70,523 38,229 39,729 141,964 58,700 60,200 141,964 88,217 89,717 141,964
10 74,049 37,476 38,476 141,964 60,875 61,875 141,964 96,571 97,571 141,964
15 94,507 33,267 33,267 141,964 72,067 72,067 141,964 151,518 151,518 175,760
20 120,618 29,063 29,063 141,964 84,761 84,761 141,964 237,038 237,038 253,631
25 153,942 25,390 25,390 141,964 99,692 99,692 141,964 373,272 373,272 391,935
30 196,473 22,181 22,181 141,964 117,253 117,253 141,964 582,417 582,417 611,538
35 250,755 19,378 19,378 141,964 137,908 137,908 144,803 906,954 906,954 952,302
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) The values illustrated assume five annual premiums of $10,000 paid at the
beginning of each year, with no additional premiums. Values would be
different if premiums are paid with a different frequency or in different
amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or partial withdrawals have been made. Excessive loans
or partial withdrawals may cause this Policy to lapse because of
insufficient account value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Life & Annuity anticipates
deducting these charges for the forseeable future, THESE CHARGES ARE NOT
GUARANTEED AND COULD BE RAISED AT THE DISCRETION OF GE LIFE & ANNUITY.
Accordingly, even if the assumed hypothetical gross annual investment
return were earned, the values and benefits under an actual Policy with the
listed specifications may be less than those shown if the cost of insurance
charges or expense charges were increased.
The hypothetical gross annual investment rates of return shown above and
elsewhere in this prospectus are illustrative only and should not be deemed a
representation of past or future investment rates of return.
Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an owner among the investment options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -2.08%, 3.92%, and 10.92%. The death
benefit and Cash Value for a Policy would be different from those shown if the
actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Life & Annuity or the Funds that
these hypothetical investment rates of return can be achieved for any one year
or sustained over any period of time.
73
<PAGE>
Variable Life Insurance
<TABLE>
<S> <C> <C>
Male Issue Age 55 Initial Specified Amount $125,475
Rating 200% (Substandard) Initial Premium $10,000
Level Death Benefit Total Planned Premium (1) $50,000
</TABLE>
<TABLE>
<CAPTION>
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Maximum Return with Maximum Return with Maximum
Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
End of At 5% ------------------------ ------------------------ -------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,500 6,727 7,327 125,475 7,251 7,851 125,475 7,776 8,376 125,475
2 21,525 13,200 14,400 125,475 14,718 15,918 125,475 16,303 17,503 125,475
3 33,101 19,439 21,239 125,475 22,439 24,239 125,475 25,703 27,503 125,475
4 45,256 25,460 27,860 125,475 30,452 32,852 125,475 36,111 38,511 125,475
5 58,019 31,377 34,277 125,475 38,901 41,801 125,475 47,791 50,691 125,475
6 60,920 27,734 30,434 125,475 37,750 40,450 125,475 50,240 52,940 125,475
7 63,966 23,879 26,279 125,475 36,344 38,744 125,475 52,854 55,254 125,475
8 67,164 19,744 21,744 125,475 34,613 36,613 125,475 55,630 57,630 125,475
9 70,523 15,246 16,746 125,475 32,467 33,967 125,475 58,559 60,059 125,475
10 74,049 10,190 11,190 125,475 29,701 30,701 125,475 61,539 62,539 125,475
15 94,507 * * * 160 160 125,475 77,480 77,480 125,475
20 120,618 * * * * * * 101,151 101,151 125,475
25 153,942 * * * * * * 151,503 151,503 159,079
30 196,473 * * * * * * 229,158 229,158 240,616
35 250,755 * * * * * * 334,961 334,961 351,709
- -----------------------------------------------------------------------------------------------
</TABLE>
* Premium in addition to the planned premium is required to keep the Policy in
effect.
(1) The values illustrated assume five annual premiums of $10,000 paid at the
beginning of each year, with no additional premiums. Values would be
different if premiums are paid with a different frequency or in different
amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or partial withdrawals have been made. Excessive loans
or partial withdrawals may cause this Policy to lapse because of
insufficient account value.
(3) The values and benefits are shown using the maximum expense charges and
cost of insurance rates allowable under the Policy. Accordingly, if the
assumed hypothetical gross annual investment return were earned, the
values and benefits of an actual Policy with the listed specifications
could never be less than those shown, and in some cases may be greater
than those shown.
The hypothetical gross annual investment rates of return shown above and
elsewhere in this prospectus are illustrative only and should not be deemed a
representation of past or future investment rates of return.
Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an owner among the investment options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -2.08%, 3.92%, and 10.92%. The death
benefit and Cash Value for a Policy would be different from those shown if the
actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Life & Annuity or the Funds that
these hypothetical investment rates of return can be achieved for any one year
or sustained over any period of time.
74
<PAGE>
Variable Life Insurance
<TABLE>
<S> <C> <C>
Male Issue Age 55 Initial Specified Amount $125,475
Rating 200% (Substandard) Initial Premium $10,000
Level Death Benefit Total Planned Premium (1) $50,000
</TABLE>
<TABLE>
<CAPTION>
0% Assumed Hypothetical 6% Assumed Hypothetical 12% Assumed Hypothetical
Gross Annual Investment Gross Annual Investment Gross Annual Investment
Premiums Return with Current Return with Current Return with Current
Accumulated Charges (2)(3) Charges (2)(3) Charges (2)(3)
End of At 5% ------------------------ ------------------------ -------------------------
Policy Interest Surrender Cash Death Surrender Cash Death Surrender Cash Death
Year Per Year Value Value Benefit Value Value Benefit Value Value Benefit
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 10,500 8,303 8,903 125,475 8,875 9,475 125,475 9,447 10,047 125,475
2 21,525 16,368 17,568 125,475 18,069 19,269 125,475 19,839 21,039 125,475
3 33,101 24,209 26,009 125,475 27,607 29,407 125,475 31,289 33,089 125,475
4 45,256 31,835 34,235 125,475 37,514 39,914 125,475 43,916 46,316 125,475
5 58,019 39,358 42,258 125,475 47,918 50,818 125,475 57,963 60,863 125,475
6 60,920 37,535 40,235 125,475 48,992 51,692 125,475 63,127 65,827 125,475
7 63,966 35,663 38,063 125,475 50,050 52,450 125,475 68,792 71,192 125,475
8 67,164 33,704 35,704 125,475 51,063 53,036 125,475 75,007 77,007 125,475
9 70,523 31,612 33,112 125,475 51,996 53,496 125,475 81,832 83,332 125,475
10 74,049 29,236 30,236 125,475 52,713 53,713 125,475 89,246 90,246 125,475
15 94,507 3,864 3,864 125,475 46,600 46,600 125,475 137,341 137,341 159,316
20 120,618 * * * 4,337 4,377 125,475 209,471 209,471 224,133
25 153,942 * * * * * * 323,706 323,706 339,891
30 196,473 * * * * * * 489,626 489,626 514,108
35 250,755 * * * * * * 715,691 715,691 751,475
- -----------------------------------------------------------------------------------------------
</TABLE>
* Premium in addition to the planned premium is required to keep the Policy in
effect.
(1) The values illustrated assume five annual premiums of $10,000 paid at the
beginning of each year, with no additional premiums. Values would be
different if premiums are paid with a different frequency or in different
amounts.
(2) The values and benefits are as of the end of the year shown. They assume
that no Policy loans or partial withdrawals have been made. Excessive loans
or withdrawals may cause this Policy to lapse because of insufficient
account value.
(3) The values and benefits are shown using the expense charges and cost of
insurance rates currently in effect. Although GE Life & Annuity anticipates
deducting these charges for the forseeable future, THESE CHARGES ARE NOT
GUARANTEED AND COULD BE RAISED AT THE DISCRETION OF GE LIFE & ANNUITY.
Accordingly, even if the assumed hypothetical gross annual investment
return were earned, the values and benefits under an actual Policy with the
listed specifications may be less than those shown if the cost of insurance
charges or were increased.
The hypothetical gross annual investment rates of return shown above and
elsewhere in this prospectus are illustrative only and should not be deemed a
representation of past or future investment rates of return.
Actual investment rates of return may be more or less than those shown and will
depend on a number of factors, including prevailing interest rates, rates of
inflation, and the allocations made by an owner among the investment options.
The gross hypothetical investment rates of return of 0%, 6%, and 12% shown
above correspond to net annual rates of -2.08%, 3.92%, and 10.92%. The death
benefit and Cash Value for a Policy would be different from those shown if the
actual investment rate of return averages 0%, 6%, and 12% over a period of
years, but fluctuated above or below those averages for individual Policy
years. No representations can be made by GE Life & Annuity or the Funds that
these hypothetical investment rates of return can be achieved for any one year
or sustained over any period of time.
75
<PAGE>
APPENDIX A
MATTERS RELATING TO POLICIES ISSUED PRIOR TO 11/14/95
If we issued your Policy before November 14, 1995, the provisions of your
Policy differ somewhat from those provisions described earlier in this
Prospectus. Please read this Appendix along with the Prospectus to determine
your rights and benefits.
. pg. 8-10--Policy Summary
Please keep in mind that we designed the Policies we issued on or before
November 14, 1995 to operate generally as single premium Policies; the
minimum initial premium of those Policies was $5,000. References to
additional premium payments should be deleted. In addition, references to
minimum first-year planned premium, wherever they appear in the Prospectus,
should be replaced with references to the minimum initial premium;
specifically, the minimum initial premium you must pay for us to issue a
Policy is $5,000.
The Policies we issued before November 14, 1995 utilized only one
underwriting class with respect to Insureds, and imposed a current cost of
insurance charge at a rate equivalent to an annual rate of 0.55% of a
Policy's Cash Value in Separate Account III. We determined the initial
Specified Amount in part by the initial premium paid. Please delete any
references to multiple risk classes.
. pg. 27--Charges and Deductions
Please replace third paragraph under Cost of Insurance with the following:
We make a deduction on each Monthly Anniversary Day to compensate us
for the cost of insurance. We currently deduct the cost of insurance
charge at a rate equivalent to an annual rate of .55% of your Cash
Value in Separate Account III.
. pg. 29--The Policy
Please replace the second through the fourth sentences in the first
paragraph under Applying for a Policy with the following:
The initial premium is due on or before the Policy Date. The initial
premium is the guideline single premium for life insurance as
determined in the Internal Revenue Code. We will state this amount on
your Policy data pages. The minimum initial premium is $5,000. All
premiums are payable to GE Life and Annuity Assurance Company at its
Home Office.
. pg. 30--Premiums
Please insert the following after the first sentence in the first paragraph
under General:
While we designed this Policy to operate generally as a single premium
policy, it does offer an additional premium payment option (so long as
there is no outstanding Policy Debt), which provides limited premium
flexibility.
. pg. 37--Death Benefits
Please replace the first two paragraphs under Changing the Specified Amount
with the following:
initially, we determine the Specified Amount when we issue the Policy
by the amount of the initial premium and the age and sex of the
Insured. However, after your Policy has been in effect for one year,
you may adjust your existing insurance coverage by increasing the
Specified Amount. To apply
A-1
<PAGE>
for an increase, you must first complete a supplemental application and
submit evidence, satisfactory to us, that the Insured is insurable. In
order for an increase to become effective, you must make an Additional
Premium Payment after we approve an increase. The required Additional
Premium Payment depends on the amount of the increase requested and the
Attained Age and sex of the Insured. The premium required for a
particular increase in specified amount will increase as the Attained
Age of the Insured increases. The minimum increase in the Specified
Amount that we will allow under the Policy is one which requires a
$1,000 Additional Premium Payment.
A-2
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
FINANCIAL STATEMENTS
December 31, 1999
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
Policyholders
GE Life & Annuity Separate Account III
and
The Board of Directors
GE Life and Annuity Assurance Company:
We have audited the accompanying statements of assets and liabilities of GE
Life & Annuity Separate Account III (the Account) (comprising the GE
Investments Funds, Inc.--S&P 500 Index, Money Market, Total Return,
International Equity, Real Estate Securities, Global Income, Value Equity,
Income, U.S. Equity, and Premier Growth Equity Funds; the Oppenheimer Variable
Account Funds--Bond/VA, Aggressive Growth/VA, Capital Appreciation/VA, High
Income/VA and Multiple Strategies/VA Funds; the Variable Insurance Products
Fund--Equity-Income, Growth and Overseas Portfolios; the Variable Insurance
Products Fund II--Asset Manager and Contrafund Portfolios; the Variable
Insurance Products Fund III--Growth & Income and Growth Opportunities
Portfolios; the Federated Insurance Series--American Leaders, High Income Bond
and Utility Funds II; the Alger American Fund--Small Capitalization and Growth
Portfolios; the PBHG Insurance Series Fund, Inc.--PBHG Large Cap Growth and
PBHG Growth II Portfolios; the Janus Aspen Series--Aggressive Growth, Growth,
Worldwide Growth, Balanced, Flexible Income, International Growth and Capital
Appreciation Portfolios; the Goldman Sachs Variable Insurance Trust--Growth
and Income, and Mid Cap Value Funds; and the Salomon Brothers Variable Series
Fund Inc.--Strategic Bond and Total Return Funds) as of December 31, 1999 and
the related statements of operations and changes in net assets for the
aforementioned funds and the GE Investments Funds, Inc.--Government Securities
Fund; the Oppenheimer Variable Account Funds--Money Fund; the Variable
Insurance Products Fund--Money Market and High Income Portfolios; and the
Neuberger & Berman Advisers Management Trust--Balanced, Bond and Growth
Portfolios, for each of the years or lesser periods in the three-year period
then ended. These financial statements are the responsibility of the Account'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. Our
procedures included confirmation of securities owned as of December 31, 1999,
by correspondence with the underlying mutual funds or their transfer agent. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of each of the respective
portfolios constituting GE Life & Annuity Separate Account III as of December
31, 1999 and the results of their operations and changes in their net assets
for each of the years or lesser periods in the three-year period then ended in
conformity with generally accepted accounting principles.
/s/ KPMG LLP
Richmond, Virginia
February 11, 2000
F-1
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities
December 31, 1999
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
---------------------------------------------------------
S&P 500 Money Total Real Estate
Index Market Return International Securities
Fund Fund Fund Equity Fund Fund
---------- ---------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investment in GE Invest-
ments Funds, Inc.,
at fair value (note 2):
S&P 500 Index Fund
(297,321 shares;
cost --
$7,178,322)........ $8,354,713 -- -- -- --
Money Market Fund
(15,979,159 shares;
cost --
$15,979,159)........ -- 15,979,159 -- -- --
Total Return Fund
(111,198 shares;
cost -- $1,589,705).. -- -- 1,763,598 -- --
International Equity
Fund (30,022 shares;
cost -- $387,380).... -- -- -- 434,424 --
Real Estate Securities
Fund (56,974 shares;
cost -- $826,644).... -- -- -- -- 619,311
Receivable from affili-
ate.................... -- -- 5 -- --
Receivable for units
sold................... 28,428 67,844 -- -- --
---------- ---------- --------- ------- -------
Total assets........... 8,383,141 16,047,003 1,763,603 434,424 619,311
---------- ---------- --------- ------- -------
Liabilities
Accrued expenses payable
to affiliate (note 3).. 9,094 616,281 884 24,598 4,824
Payable for units with-
drawn.................. -- -- -- -- --
---------- ---------- --------- ------- -------
Total liabilities...... 9,094 616,281 884 24,598 4,824
---------- ---------- --------- ------- -------
Net assets attributable
to variable life
policyholders.......... $8,374,047 15,430,722 1,762,719 409,826 614,487
========== ========== ========= ======= =======
Outstanding units....... 162,477 951,339 52,618 22,022 41,745
========== ========== ========= ======= =======
Net asset value per
unit................... $ 51.54 16.22 33.50 18.61 14.72
========== ========== ========= ======= =======
</TABLE>
F-2
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities
December 31, 1999
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
-----------------------------------------------
Global Value U.S. Premier
Income Equity Income Equity Growth Equity
Fund Fund Fund Fund Fund
------- ------- --------- ------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in GE Investments
Funds, Inc., at fair value
(note 2):
Global Income Fund (2,814
shares; cost -- $27,571).... 26,986 -- -- -- --
Value Equity Fund (47,931
shares;
cost -- $728,049)........... -- 756,828 -- -- --
Income Fund (115,186 shares;
cost of $1,402,038)......... -- -- 1,325,786 -- --
U.S. Equity Fund (3,436
shares; cost $126,687)...... -- -- -- 130,206 --
Premier Growth Equity Fund
(5,212 shares;
cost $407,296).............. -- -- -- -- 462,041
Receivable from affiliate...... 869 -- -- -- --
Receivable for units sold...... -- -- -- -- --
------- ------- --------- ------- -------
Total assets.................. 27,855 756,828 1,325,786 130,206 462,041
------- ------- --------- ------- -------
Liabilities
Accrued expenses payable to af-
filiate (note 3).............. 12 1,482 1,436 1,351 241
Payable for units withdrawn.... -- -- -- -- --
------- ------- --------- ------- -------
Total liabilities............. 12 1,482 1,436 1,351 241
------- ------- --------- ------- -------
Net assets attributable to
variable life policyholders... $27,843 755,346 1,324,350 128,855 461,800
======= ======= ========= ======= =======
Outstanding units.............. 2,659 47,150 127,587 10,235 39,302
======= ======= ========= ======= =======
Net asset value per unit....... $ 10.47 16.02 10.38 12.59 11.75
======= ======= ========= ======= =======
</TABLE>
F-3
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, continued
December 31, 1999
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
-------------------------------------------------------
Aggressive Capital High Multiple
Bond Growth Appreciation Income Strategies
Fund/VA Fund/VA Fund/VA Fund/VA Fund/VA
---------- ---------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Assets
Investment in Oppen-
heimer Variable Ac-
count Funds,
at fair value (note
2):
Bond Fund/VA (139,174
shares;
cost --
$1,672,807)........ $1,609,507 -- -- -- --
Aggressive Growth
Fund/VA (111,088
shares;
cost --
$5,315,725)........ -- 9,143,625 -- -- --
Capital Appreciation
Fund/VA (98,939
shares;
cost --
$3,826,298)........ -- -- 4,931,122 -- --
High Income Fund/VA
(426,138 shares;
cost --
$4,620,113)........ -- -- -- 4,568,195 --
Multiple Strategies
Fund/VA (178,663
shares;
cost --
$2,919,310)........ -- -- -- -- 3,119,454
Receivable from affili-
ate................... -- -- -- 167 --
Receivable for units
sold.................. -- -- -- -- --
---------- --------- --------- --------- ---------
Total assets.......... 1,609,507 9,143,625 4,931,122 4,568,362 3,119,454
---------- --------- --------- --------- ---------
Liabilities
Accrued expenses pay-
able to affiliate
(note 3).............. 1,079 5,024 12,906 2,299 1,999
Payable for units with-
drawn................. -- -- -- 46,876 --
---------- --------- --------- --------- ---------
Total liabilities..... 1,079 5,024 12,906 49,175 1,999
---------- --------- --------- --------- ---------
Net assets attributable
to variable life
policyholders......... $1,608,428 9,138,601 4,918,216 4,519,187 3,117,455
========== ========= ========= ========= =========
Outstanding units...... 71,486 136,764 94,309 137,529 102,886
========== ========= ========= ========= =========
Net asset value per
unit.................. $ 22.50 66.82 52.15 32.86 30.30
========== ========= ========= ========= =========
</TABLE>
F-4
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, continued
December 31, 1999
<TABLE>
<CAPTION>
Variable Insurance Variable Insurance Variable Insurance
Products Fund Products Fund II Products Fund III
-------------------------------- -------------------- -----------------------
Equity- Asset Growth Growth
Income Growth Overseas Manager Contrafund & Income Opportunities
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
----------- ---------- --------- --------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investment in Variable
Insurance
Products Fund,
at fair value
(note 2):
Equity-Income Portfolio
(590,300 shares;
cost -- $13,280,532)... $15,716,608 -- -- -- -- -- --
Growth Portfolio
(287,466 shares;
cost -- $12,414,051)... -- 15,790,513 -- -- -- -- --
Overseas Portfolio
(173,848 shares;
cost -- $3,651,770).... -- -- 4,770,384 -- -- -- --
Investment in Variable
Insurance
Products
Fund II, at
fair value
(note 2):
Asset Manager Portfolio
(517,412 shares;
cost -- $7,973,391).... -- -- -- 9,660,076 -- -- --
Contrafund Portfolio
(403,279 shares;
cost -- $8,857,815).... -- -- -- -- 11,755,590 -- --
Investment in Variable
Insurance
Products Fund
III,
at fair value
(note 2):
Growth & Income
Portfolio (87,651
shares;
cost -- $1,461,635)..... -- -- -- -- -- 1,516,368 --
Growth Opportunities
Portfolio (39,247
shares;
cost -- $812,281)...... -- -- -- -- -- -- 908,574
Receivable from affiliate... 230 -- -- -- 23,428 -- --
----------- ---------- --------- --------- ---------- --------- -------
Total assets............. 15,716,838 15,790,513 4,770,384 9,660,076 11,779,018 1,516,368 908,574
----------- ---------- --------- --------- ---------- --------- -------
Liabilities
Accrued expenses payable to
affiliate (note 3)......... 7,618 16,329 43,411 27,664 11,737 1,752 1,488
Payable for units
withdrawn.................. -- -- -- 105,090 -- -- --
----------- ---------- --------- --------- ---------- --------- -------
Total liabilities........ 7,618 16,329 43,411 132,754 11,737 1,752 1,488
----------- ---------- --------- --------- ---------- --------- -------
Net assets attributable to
variable
life policyholders......... $15,169,220 15,774,184 4,726,973 9,527,322 11,767,281 1,514,616 907,086
=========== ========== ========= ========= ========== ========= =======
Outstanding units........... 400,455 251,944 161,000 315,788 366,925 88,834 58,334
=========== ========== ========= ========= ========== ========= =======
Net asset value per unit.... $ 37.88 62.61 29.36 30.17 32.07 17.05 15.55
=========== ========== ========= ========= ========== ========= =======
</TABLE>
F-5
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, Continued
December 31, 1999
<TABLE>
<CAPTION>
PBHG Insurance
Federated Insurance Series Alger American Fund Series Fund, Inc.
----------------------------- ------------------------ -------------------
PBHG
American High Income Small Large Cap PBHG
Leaders Bond Utility Capitalization Growth Growth Growth II
Fund II Fund II Fund II Portfolio Portfolio Portfolio Portfolio
--------- ----------- ------- -------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investment in Federated
Insurance Series, at
fair value (note 2):
American Leaders Fund
II (44,516 shares;
cost -- $877,245)... $ 926,827 -- -- -- -- -- --
High Income Bond Fund
II (99,337 shares;
cost -- $1,022,125)
.................... -- 1,017,207 -- -- -- -- --
Utility Fund II
(28,888 shares; cost
-- $380,495)........ -- -- 414,542 -- -- -- --
Investment in Alger
American Fund, at fair
value (note 2):
Small Capitalization
Portfolio (51,163
shares;
cost --
$2,160,133)........ -- -- -- 2,821,633 -- -- --
Growth Portfolio
(85,848 shares;
cost --
$4,491,826)........ -- -- -- -- 5,526,879 -- --
Investment in PBHG
Insurance Series Fund,
Inc. at fair value
(note 2):
PBHG Large Cap Growth
Portfolio (12,373
shares;
cost -- $204,438)... -- -- -- -- -- 315,623 --
PBHG Growth II
Portfolio (14,378
shares;
cost -- $249,693)... -- -- -- -- -- -- 331,421
Receivable for units
sold.................. -- -- -- -- -- -- --
--------- --------- ------- --------- --------- ------- -------
Total assets.......... 926,827 1,017,207 414,542 2,821,633 5,526,879 315,623 331,421
--------- --------- ------- --------- --------- ------- -------
Liabilities
Accrued expenses
payable to affiliate
(note 3).............. 1,343 1,051 1,154 2,507 2,967 27,661 2,338
Payable for units
withdrawn............. -- -- -- -- -- -- --
--------- --------- ------- --------- --------- ------- -------
Total liabilities..... 1,343 1,051 1,154 2,507 2,967 27,661 2,338
--------- --------- ------- --------- --------- ------- -------
Net assets attributable
to variable life
policyholders......... $ 925,484 1,016,156 413,388 2,819,126 5,523,912 287,962 329,083
========= ========= ======= ========= ========= ======= =======
Outstanding units...... 52,435 65,984 21,792 164,765 214,105 11,687 14,784
========= ========= ======= ========= ========= ======= =======
Net asset value per
unit.................. $ 17.65 15.40 18.97 17.11 25.80 24.64 22.26
========= ========= ======= ========= ========= ======= =======
</TABLE>
F-6
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, Continued
December 31, 1999
<TABLE>
<CAPTION>
Janus Aspen Series
-------------------------------------------------------------------------------
Aggressive Worldwide Flexible International Capital
Growth Growth Growth Balanced Income Growth Appreciation
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
----------- --------- ---------- --------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investment in Janus
Aspen Series, at fair
value (note 2):
Aggressive Growth
Portfolio (177,044
shares; cost --
$7,093,584).......... $10,567,769 -- -- -- -- -- --
Growth Portfolio
(294,219 shares;
cost -- $6,637,318).. -- 9,900,467 -- -- -- -- --
Worldwide Growth
Portfolio (385,152
shares; cost --
$10,897,432)......... -- -- 18,390,996 -- -- -- --
Balanced Portfolio
(244,779 shares;
cost -- $4,739,962).. -- -- -- 6,834,240 -- -- --
Flexible Income
Portfolio (31,715
shares; cost --
$373,704)........... -- -- -- -- 362,191 -- --
International Growth
Portfolio (98,788
shares; cost --
$2,310,335).......... -- -- -- -- -- 3,820,134 --
Capital Appreciation
Portfolio (110,129
shares; cost --
$2,759,243).......... -- -- -- -- -- -- 3,652,983
Receivable from
affiliate.............. -- 370 2,629 -- -- -- --
Receivable for units
sold................... -- -- -- 106,766 -- -- --
----------- --------- ---------- --------- ------- --------- ---------
Total assets........... 10,567,769 9,900,837 18,393,625 6,941,006 362,191 3,820,134 3,652,983
----------- --------- ---------- --------- ------- --------- ---------
Liabilities
Accrued expenses payable
to affiliate (note 3).. 17,644 4,920 9,277 3,435 773 3,004 5,459
Payable for units
withdrawn.............. -- -- -- -- -- -- --
----------- --------- ---------- --------- ------- --------- ---------
Total liabilities...... 17,644 4,920 9,277 3,435 773 3,004 5,459
----------- --------- ---------- --------- ------- --------- ---------
Net assets attributable
to variable life
policyholders.......... $10,550,125 9,895,917 18,384,348 6,937,571 361,418 3,817,130 3,647,524
=========== ========= ========== ========= ======= ========= =========
Outstanding units....... 211,129 293,473 476,525 284,911 26,831 134,264 113,207
=========== ========= ========== ========= ======= ========= =========
Net asset value per
unit................... $ 49.97 33.72 38.58 24.35 13.47 28.43 32.22
=========== ========= ========== ========= ======= ========= =========
</TABLE>
F-7
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Assets and Liabilities, Continued
December 31, 1999
<TABLE>
<CAPTION>
Goldman Sachs
Variable Salomon Brothers
Insurance Variable
Trust Series Fund Inc.
---------------- ----------------
Growth
and Mid Cap Strategic Total
Income Value Bond Return
Fund Fund Fund Fund
-------- ------- --------- ------
<S> <C> <C> <C> <C>
Assets
Investment in Goldman Sachs Variable
Insurance Trust, at fair value (note 2):
Growth and Income Fund (6,300 shares;
cost -- $71,397)......................... $ 68,606 -- -- --
Mid Cap Value Fund (28,992 shares; cost --
$271,024)............................... -- 244,112 -- --
Investment in Salomon Brothers Variable
Series Fund Inc., at fair value (note 2):
Strategic Bond Fund (10,611 shares;
cost -- $106,829)........................ -- -- 102,505 --
Total Return Fund (628 shares; cost --
$6,852)................................. -- 6,428
Receivable from affiliate................... -- -- -- --
Receivable for units sold................... -- -- -- --
-------- ------- ------- -----
Total assets............................... 68,606 244,112 102,505 6,428
-------- ------- ------- -----
Liabilities
Accrued expenses payable to affiliate (note
3)......................................... 37 210 57 3
Payable for units withdrawn................. -- -- -- --
-------- ------- ------- -----
Total liabilities.......................... 37 210 57 3
-------- ------- ------- -----
Net assets attributable to variable life
policyholders.............................. $ 68,569 243,902 102,448 6,425
======== ======= ======= =====
Outstanding units........................... 7,445 29,140 10,103 606
======== ======= ======= =====
Net asset value per unit.................... $ 9.21 8.37 10.14 10.61
======== ======= ======= =====
</TABLE>
See accompanying notes to financial statements.
F-8
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
-------------------------------------------
S&P 500 Government
Index Securities
Fund Fund
------------------------------ ------------
Year ended December 31, Period ended
------------------------------ December 11,
1999 1998 1997 1997
---------- --------- ------- ------------
<S> <C> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends..... $ 57,860 50,925 38,392 --
Expenses -- Mortality and expense
risk charges and administrative
expenses (note 3)............... 97,457 62,371 30,270 9,821
---------- --------- ------- -------
Net investment income (expense).... (39,597) (11,446) 8,122 (9,821)
---------- --------- ------- -------
Net realized and unrealized gain
(loss) on investments:
Net realized gain (loss)......... 547,538 398,018 125,533 2,596
Unrealized appreciation
(depreciation).................. 714,039 497,472 337,547 46,607
Capital gain distributions....... 79,903 180,554 45,068 --
---------- --------- ------- -------
Net realized and unrealized gain
(loss) on investments............. 1,341,480 1,076,044 508,148 49,203
---------- --------- ------- -------
Increase (decrease) in net assets
from operations................... $1,301,883 1,064,598 516,270 39,382
========== ========= ======= =======
</TABLE>
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
---------------------------------------------------
Money Market Total Return
Fund Fund
-------------------------- -----------------------
Year ended December 31, Year ended December 31,
-------------------------- -----------------------
1999 1998 1997 1999 1998 1997
-------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............... $666,017 667,640 524,091 36,096 91,033 43,451
Expenses -- Mortality and
expense risk charges and
administrative expenses
(note 3)................ 173,939 165,220 134,484 24,550 22,215 20,274
-------- ------- -------- ------- ------- -------
Net investment income
(expense)................. 492,078 502,420 389,607 11,546 68,818 23,177
-------- ------- -------- ------- ------- -------
Net realized and unrealized
gain (loss) on
investments:
Net realized gain
(loss).................. -- (2,104) (256,503) 34,289 4,509 1,710
Unrealized appreciation
(depreciation).......... -- 2,104 287,655 110,595 183,805 26,729
Capital gain distribu-
tions................... -- -- -- 42,374 -- 185,237
-------- ------- -------- ------- ------- -------
Net realized and unrealized
gain (loss) on
investments............... -- -- 31,152 187,258 188,314 213,676
-------- ------- -------- ------- ------- -------
Increase (decrease) in net
assets from operations.... $492,078 502,420 420,759 198,804 257,132 236,853
======== ======= ======== ======= ======= =======
</TABLE>
F-9
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
------------------------------------------------------
International Real Estate
Equity Fund Securities Fund
-------------------------- --------------------------
Year ended December 31, Year ended December 31,
-------------------------- --------------------------
1999 1998 1997 1999 1998 1997
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 1,099 16,301 6,900 34,118 28,292 38,975
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 4,573 4,237 11,206 9,016 11,845 10,398
-------- ------- -------- ------- -------- -------
Net investment income
(expense).............. (3,474) 12,064 (4,306) 25,102 16,447 28,577
-------- ------- -------- ------- -------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 166 1,173 146,386 (51,641) (76,333) 142,744
Unrealized
appreciation
(depreciation)....... 72,780 5,854 (6,150) 15,871 (155,043) (97,672)
Capital gain distribu-
tions................ 26,382 -- 79,345 1,796 26,116 72,382
-------- ------- -------- ------- -------- -------
Net realized and
unrealized gain (loss)
on investments......... 99,328 7,027 219,581 (33,974) (205,260) 117,454
-------- ------- -------- ------- -------- -------
Increase (decrease) in
net assets from
operations............. $95,854 19,091 215,275 (8,872) (188,813) 146,031
======== ======= ======== ======= ======== =======
</TABLE>
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
(continued)
---------------------------------
Global
Income Fund
---------------------------------
Period from
Year ended September 15,
December 31, 1997 to
------------------- December 31,
1999 1998 1997
--------- -------- -------------
<S> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends............... $ 376 1,547 629
Expenses -- Mortality and expense risk
charges and administrative expenses (note
3)........................................ 10,893 292 19
--------- ------- -----
Net investment income (expense).............. (10,517) 1,255 610
--------- ------- -----
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)................... (174,205) 11
Unrealized appreciation (depreciation)..... (1,207) 1,291 (669)
Capital gain distributions................. 28 64 55
--------- ------- -----
Net realized and unrealized gain (loss) on
investments................................. (175,384) 1,366 (614)
--------- ------- -----
Increase (decrease) in net assets from
operations.................................. $(185,901) 2,621 (4)
========= ======= =====
</TABLE>
F-10
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
----------------------------------------------------------
Value Equity Fund Income Fund
----------------------------- ----------------------------
Period from Period from
Year ended June 17, Year ended December 12,
December 31, 1997 to December 31, 1997 to
--------------- December 31, --------------- December 31,
1999 1998 1997 1999 1998 1997
------- ------ ------------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 6,020 2,603 368 69,103 69,756 3,329
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 9,700 7,471 710 18,770 18,068 733
------- ------ ----- ------- ------ ------
Net investment income
(expense).............. (3,680) (4,868) (342) 50,333 51,688 2,596
------- ------ ----- ------- ------ ------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 68,899 1,355 208 (784) 9,720 (2,508)
Unrealized
appreciation
(depreciation)....... 24,230 2,571 1,977 (90,951) 13,245 1,454
Capital gain distribu-
tions................ -- 12,708 2,263 2,137 12,310 --
------- ------ ----- ------- ------ ------
Net realized and
unrealized gain (loss)
on investments......... 93,129 16,634 4,448 (89,598) 35,275 (1,054)
------- ------ ----- ------- ------ ------
Increase (decrease) in
net assets from
operations............. $89,449 11,766 4,106 (39,265) 86,963 1,542
======= ====== ===== ======= ====== ======
</TABLE>
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
---------------------------------------
Premier
Growth Equity
U.S. Equity Fund Fund
------------------------- -------------
Period from Period from
May 5, 1998 June 11, 1999
Year ended to to
December 31, December 31, December 31,
1999 1998 1999
------------ ------------ -------------
<S> <C>
Investment income:
Income -- Ordinary Dividends... $ 687 90 425
Expenses -- Mortality and
expense risk charges and
administrative expenses
(note 3)...................... 702 39 1,970
------ ---- ------
Net investment income (expense).. (15) 51 (1,545)
------ ---- ------
Net realized and unrealized gain
(loss) on investments:
Net realized gain (loss)....... 520 89 139
Unrealized appreciation
(depreciation)................ 3,276 243 54,745
Capital gain distributions..... 6,179 199 13,746
------ ---- ------
Net realized and unrealized gain
(loss) on investments........... 9,975 531 68,630
------ ---- ------
Increase (decrease) in net assets
from operations................. $9,960 582 67,085
====== ==== ======
</TABLE>
F-11
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
-----------------------------------------------------------------
Money
Fund Bond Fund/VA Aggressive Growth Fund/VA
-------- -------------------------- -----------------------------
Period
ended
December
11, Year Ended December 31, Year ended December 31,
-------- -------------------------- -----------------------------
1997 1999 1998 1997 1999 1998 1997
-------- -------- ------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 7,779 96,549 30,639 123,712 -- 16,972 13,590
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 1,958 30,625 44,412 21,914 89,368 92,177 80,784
------- -------- ------- ------- --------- --------- -------
Net investment income
(expense)............ 5,821 65,924 13,773 101,798 (89,368) (75,205) (67,194)
------- -------- ------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss) .............. -- (61,516) 140,916 11,410 1,178,701 1,139,675 362,326
Unrealized
appreciation
(depreciation)....... -- (84,560) (22,639) 14,947 3,216,453 (392,601) 69,894
Capital gain distribu-
tions................ -- 9,549 28,282 4,923 -- 171,601 258,219
------- -------- ------- ------- --------- --------- -------
Net realized and
unrealized gain
(loss) on
investments.......... -- (136,527) 146,559 31,280 4,395,154 918,675 690,439
------- -------- ------- ------- --------- --------- -------
Increase (decrease) in
net assets from
operations........... $ 5,821 (70,603) 132,786 133,078 4,305,786 843,470 623,245
======= ======== ======= ======= ========= ========= =======
</TABLE>
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
------------------------------------------------------------------------------------
Capital Appreciation Multiple Strategies
Fund/VA High Income Fund/VA Fund/VA
----------------------------- --------------------------- -------------------------
Year Ended December 31, Year ended December 31, Year ended December 31,
----------------------------- --------------------------- -------------------------
1999 1998 1997 1999 1998 1997 1999 1998 1997
---------- -------- ------- -------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends.... $ 15,085 30,546 137,266 348,986 120,682 392,523 109,789 29,411 108,613
Expenses -- Mortality and
expense risk charges and
administrative expenses
(note 3)....................... 62,566 56,132 39,859 71,383 83,415 56,210 42,535 42,195 36,789
---------- -------- ------- -------- -------- ------- ------- -------- -------
Net investment income ex-
pense)......................... (47,481) (25,586) 97,407 277,603 37,267 336,313 67,254 (12,784) 71,824
---------- -------- ------- -------- -------- ------- ------- -------- -------
Net realized and unrealized gain
(loss) on investments:
Net realized gain (loss) ....... 900,975 779,763 211,799 (31,032) (157,587) 180,406 20,609 353,554 34,009
Unrealized appreciation
(depreciation)................. 646,214 (197,508) 311,259 (77,143) 402 (53,341) 68,454 (372,624) 206,122
Capital gain distributions...... 173,473 351,282 -- -- 147,500 2,806 157,988 166,660 95,618
---------- -------- ------- -------- -------- ------- ------- -------- -------
Net realized and unrealized gain
(loss) on investments.......... 1,720,662 933,537 523,058 (108,175) (9,685) 129,871 247,051 147,590 335,749
---------- -------- ------- -------- -------- ------- ------- -------- -------
Increase (decrease) in net as-
sets from operations........... $1,673,181 907,951 620,465 169,428 27,582 466,184 314,305 134,806 407,573
========== ======== ======= ======== ======== ======= ======= ======== =======
</TABLE>
F-12
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund
--------------------------------------------------------
Money Market High Income Equity-Income
Portfolio Portfolio Portfolio
------------ ------------ ------------------------------
Period ended Period ended Year ended December 31,
December 11, December 11, ------------------------------
1997 1997 1999 1998 1997
------------ ------------ -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 91,625 94,018 241,170 221,548 218,168
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 10,228 15,435 220,388 217,902 186,346
-------- ------- -------- --------- ---------
Net investment income
(expense).............. 81,397 78,583 20,782 3,646 31,822
-------- ------- -------- --------- ---------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... -- 185,532 949,231 1,283,354 1,197,816
Unrealized
appreciation
(depreciation)....... -- (92,552) (762,258) (494,927) 1,016,128
Capital gain distribu-
tions................ -- 11,620 536,798 785,489 1,065,171
-------- ------- -------- --------- ---------
Net realized and
unrealized gain (loss)
on investments......... -- 104,600 723,771 1,573,916 3,279,115
-------- ------- -------- --------- ---------
Increase (decrease) in
net assets from
operations............. $ 81,397 183,183 744,553 1,577,562 3,310,937
======== ======= ======== ========= =========
</TABLE>
<TABLE>
<CAPTION>
Variable Insurance Products Fund (continued)
--------------------------------------------------------------
Growth Overseas
Portfolio Portfolio
-------------------------------- ----------------------------
Year ended December 31, Year ended December 31,
-------------------------------- ----------------------------
1999 1998 1997 1999 1998 1997
---------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 30,736 56,532 56,737 59,843 87,981 101,260
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 187,151 156,899 121,040 58,174 62,196 73,250
---------- --------- --------- --------- -------- --------
Net investment income
(expense).............. (156,415) (100,367) (64,303) 1,669 25,785 28,010
---------- --------- --------- --------- -------- --------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 1,288,523 1,619,202 1,766,746 694,024 (178,639) 801,884
Unrealized
appreciation
(depreciation)....... 1,712,349 667,154 (282,336) 859,657 349,052 (489,713)
Capital gain distribu-
tions................ 1,506,084 1,356,757 258,471 97,639 263,943 405,040
---------- --------- --------- --------- -------- --------
Net realized and
unrealized gain (loss)
on investments......... 4,506,956 3,643,113 1,742,881 1,651,320 434,356 717,211
---------- --------- --------- --------- -------- --------
Increase (decrease) in
net assets from
operations............. $4,350,541 3,542,746 1,678,578 1,652,989 460,141 745,221
========== ========= ========= ========= ======== ========
</TABLE>
F-13
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund II
--------------------------------------------------------------
Asset Manager Portfolio Contrafund Portfolio
------------------------------ -------------------------------
Year ended December 31, Year ended December 31,
------------------------------ -------------------------------
1999 1998 1997 1999 1998 1997
-------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $338,815 304,810 291,804 49,344 54,962 40,502
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 133,280 131,037 120,291 137,209 110,295 81,691
-------- --------- --------- --------- --------- ---------
Net investment income
(expense).............. 205,535 173,773 171,513 (87,865) (55,333) (41,189)
-------- --------- --------- --------- --------- ---------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 259,916 252,067 187,349 971,552 1,254,204 268,831
Unrealized
appreciation
(depreciation)....... (9,876) (67,659) 534,401 885,621 648,485 823,917
Capital gain distribu-
tions................ 431,219 914,428 714,417 361,853 403,057 109,504
-------- --------- --------- --------- --------- ---------
Net realized and
unrealized gain (loss)
on investments......... 681,259 1,098,836 1,436,167 2,219,026 2,305,746 1,202,252
-------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. $886,794 1,272,609 1,607,680 2,131,161 2,250,413 1,161,063
======== ========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Variable Insurance Product Fund III
--------------------------------------------------------------
Growth Opportunities
Growth & Income Portfolio Portfolio
------------------------------- ------------------------------
Period from Period from
Year ended May 16, Year ended May 16,
December 31, 1997 to December 31, 1997 to
----------------- December 31, ---------------- December 31,
1999 1998 1997 1999 1998 1997
-------- ------- ------------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 6,549 -- -- 6,596 4,014 --
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 22,680 10,395 1,712 9,994 5,891 1,910
-------- ------- ------ ------- ------- ------
Net investment income
(expense).............. (16,131) (10,395) (1,712) (3,398) (1,877) (1,910)
-------- ------- ------ ------- ------- ------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 160,560 100,071 6,219 32,368 15,522 876
Unrealized
appreciation
(depreciation)....... (48,360) 91,779 11,314 (18,063) 75,120 39,235
Capital gain distribu-
tions................ 13,296 1,681 -- 12,249 14,232 --
-------- ------- ------ ------- ------- ------
Net realized and
unrealized gain (loss)
on investments......... 125,496 193,531 17,533 26,554 104,874 40,111
-------- ------- ------ ------- ------- ------
Increase (decrease) in
net assets from
operations............. $109,365 183,136 15,821 23,156 102,997 38,201
======== ======= ====== ======= ======= ======
</TABLE>
F-14
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Federated Insurance Series
--------------------------------------------------
American Leaders High Income Bond Fund
Fund II II
------------------------ ------------------------
Year ended Year ended
December 31, December 31,
------------------------ ------------------------
1999 1998 1997 1999 1998 1997
-------- ------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends................ $ 9,786 2,959 909 84,197 48,396 42,534
Expenses -- Mortality and
expense risk charges and
administrative expenses
(note 3)................. 14,056 11,035 3,437 17,569 17,967 10,943
-------- ------ ------ ------- ------- ------
Net investment income
(expense).................. (4,270) (8,076) (2,528) 66,628 30,429 31,591
-------- ------ ------ ------- ------- ------
Net realized and unrealized
gain on investments:
Net realized gain (loss).. 19,046 (4,077) 11,788 (82,162) 85,989 5,827
Unrealized appreciation
(depreciation)........... (65,306) 58,884 53,148 543 (90,012) 55,167
Capital gain distribu-
tions.................... 98,945 39,312 571 7,321 13,650 2,683
-------- ------ ------ ------- ------- ------
Net realized and unrealized
gain (loss) on
investments................ 52,685 94,119 65,507 (74,298) 9,627 63,677
-------- ------ ------ ------- ------- ------
Increase (decrease) in net
assets from operations..... $ 48,415 86,043 62,979 (7,670) 40,056 95,268
======== ====== ====== ======= ======= ======
</TABLE>
<TABLE>
<CAPTION>
Federated Insurance
Series (continued)
------------------------
Utility Fund II
------------------------
Year ended
December 31,
------------------------
1999 1998 1997
-------- ------ ------
<S> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends........................ $ 13,222 4,053 6,464
Expenses -- Mortality and expense risk charges and
administrative expenses (note 3)................... 6,330 6,146 3,837
-------- ------ ------
Net investment income (expense)....................... 6,892 (2,093) 2,627
-------- ------ ------
Net realized and unrealized gain on investments:
Net realized gain (loss)............................ 10,756 25,956 11,484
Unrealized appreciation (depreciation).............. (42,270) 8,478 50,092
Capital gain distributions.......................... 25,666 24,895 5,733
-------- ------ ------
Net realized and unrealized gain (loss) on
investments.......................................... (5,848) 59,329 67,309
-------- ------ ------
Increase (decrease) in net assets from operations..... $ 1,044 57,236 69,936
======== ====== ======
</TABLE>
F-15
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Alger American Fund
----------------------------------------------------------
Small Capitalization
Portfolio Growth Portfolio
--------------------------- -----------------------------
Year ended December 31, Year ended December 31,
--------------------------- -----------------------------
1999 1998 1997 1999 1998 1997
-------- -------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ -- -- -- 4,197 7,214 5,656
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 28,322 21,533 18,711 57,600 31,716 21,426
-------- -------- ------- --------- --------- -------
Net investment income
(expense).............. (28,322) (21,533) (18,711) (53,403) (24,502) (15,770)
-------- -------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 263,133 (361,335) 155,266 367,836 342,335 121,886
Unrealized
appreciation
(depreciation)....... 286,111 411,856 (23,084) 477,546 332,102 195,886
Capital gain distribu-
tions................ 250,852 207,517 42,941 415,458 353,476 10,056
-------- -------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments......... 800,096 258,038 175,123 1,260,840 1,027,913 327,828
-------- -------- ------- --------- --------- -------
Increase (decrease) in
net assets from
operations............. $771,774 236,505 156,412 1,207,437 1,003,411 312,058
======== ======== ======= ========= ========= =======
</TABLE>
<TABLE>
<CAPTION>
PBHG Insurance Series Fund, Inc.
------------------------------------------------------------
PBHG Large Cap Growth
Portfolio PBHG Growth II Portfolio
------------------------------ -----------------------------
Period from Period from
Year ended July 22, Year ended May 22, 1997
December 31, 1997 to December 31, to
---------------- December 31, --------------- December 31,
1999 1998 1997 1999 1998 1997
-------- ------ ------------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ -- -- -- -- -- --
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 1,948 1,340 205 3,631 1,328 540
-------- ------ ----- ------- ------ -----
Net investment income
(expense).............. (1,948) (1,340) (205) (3,631) (1,328) (540)
-------- ------ ----- ------- ------ -----
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 29,261 12,396 (1) 127,082 36,908 1,296
Unrealized
appreciation
(depreciation)....... 99,164 11,365 656 66,595 15,978 (846)
Capital gain distribu-
tions................ -- -- -- -- -- --
-------- ------ ----- ------- ------ -----
Net realized and
unrealized gain (loss)
on investments......... 128,425 23,761 655 193,677 52,886 450
-------- ------ ----- ------- ------ -----
Increase (decrease) in
net assets from
operations............. $126,477 22,421 450 190,046 51,558 (90)
======== ====== ===== ======= ====== =====
</TABLE>
F-16
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Neuberger & Berman Advisers
Management Trust
--------------------------------------
Balanced Bond Growth
Portfolio Portfolio Portfolio
------------ ------------ ------------
Period ended Period ended Period ended
December 11, December 11, December 11,
1997 1997 1997
------------ ------------ ------------
<S> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends.......... $ 34,494 36,455 --
Expenses -- Mortality and expense risk
charges and administrative expenses
(note 3)............................. 24,999 6,443 9,747
--------- ------- -------
Net investment income (expense)......... 9,495 30,012 (9,747)
--------- ------- -------
Net realized and unrealized gain (loss)
on investments:
Net realized gain (loss).............. 315,380 (3,318) 150,610
Unrealized appreciation
(depreciation)....................... (146,827) (1,629) (55,310)
Capital gain distributions............ 88,699 -- 64,488
--------- ------- -------
Net realized and unrealized gain (loss)
on investments......................... 257,252 (4,947) 159,788
--------- ------- -------
Increase (decrease) in net assets from
operations............................. $ 266,747 25,065 150,041
========= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Janus Aspen Series
----------------------------------------------------------
Aggressive Growth
Portfolio Growth Portfolio
---------------------------- ----------------------------
Year ended December 31, Year ended December 31,
---------------------------- ----------------------------
1999 1998 1997 1999 1998 1997
---------- ------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 41,689 -- -- 17,258 186,177 58,424
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 66,736 31,583 28,915 99,371 67,687 49,779
---------- ------- ------- --------- --------- -------
Net investment income
(expense).............. (25,047) (31,583) (28,915) (82,113) 118,490 8,645
---------- ------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 1,877,887 678,326 192,226 732,403 870,857 243,734
Unrealized
appreciation
(depreciation)....... 3,056,764 307,545 99,444 2,126,069 434,354 376,858
Capital gain
distributions........ 70,984 -- -- 38,444 150,149 54,303
---------- ------- ------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments......... 5,005,635 985,871 291,670 2,896,916 1,455,360 674,895
---------- ------- ------- --------- --------- -------
Increase (decrease) in
net assets from
operations............. $4,980,588 954,288 262,755 2,814,803 1,573,850 683,540
========== ======= ======= ========= ========= =======
</TABLE>
F-17
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
------------------------------------------------------------
Worldwide Growth Portfolio Balanced Portfolio
------------------------------- ---------------------------
Year ended December 31, Year ended December 31,
------------------------------- ---------------------------
1999 1998 1997 1999 1998 1997
---------- --------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 22,883 283,470 77,270 134,118 156,510 52,809
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 173,236 132,642 91,422 77,430 53,807 15,089
---------- --------- --------- --------- --------- -------
Net investment income
(expense).............. (150,353) 150,828 (14,152) 56,688 102,703 37,720
---------- --------- --------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 1,684,622 1,535,984 457,649 397,981 75,042 16,368
Unrealized
appreciation
(depreciation)....... 5,709,994 417,036 666,571 859,559 1,021,865 172,861
Capital gain distribu-
tions................ -- 114,875 36,750 -- 26,713 1,466
---------- --------- --------- --------- --------- -------
Net realized and
unrealized gain (loss)
on investments......... 7,394,616 2,067,895 1,160,970 1,257,540 1,123,620 190,695
---------- --------- --------- --------- --------- -------
Increase (decrease) in
net assets from
operations............. $7,244,263 2,218,723 1,146,818 1,314,228 1,226,323 228,415
========== ========= ========= ========= ========= =======
</TABLE>
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
-----------------------------------------------------
International Growth
Flexible Income Portfolio Portfolio
-------------------------- --------------------------
Year ended December 31, Year ended December 31,
-------------------------- --------------------------
1999 1998 1997 1999 1998 1997
--------- ------- ------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 23,898 22,361 11,966 5,822 54,292 11,016
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 5,169 4,450 2,246 34,028 31,407 19,234
--------- ------- ------- --------- ------- -------
Net investment income
(expense).............. 18,729 17,911 9,720 (28,206) 22,885 (8,218)
--------- ------- ------- --------- ------- -------
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 2,310 2,524 3,107 452,801 171,620 145,208
Unrealized
appreciation
(depreciation)....... (20,012) 3,399 4,489 1,288,333 158,124 45,943
Capital gain distribu-
tions................ 1,152 1,021 76 -- 7,791 2,276
--------- ------- ------- --------- ------- -------
Net realized and
unrealized gain (loss)
on investments......... (16,550) 6,944 7,672 1,741,134 337,535 193,427
--------- ------- ------- --------- ------- -------
Increase (decrease) in
net assets from
operations............. $ 2,179 24,855 17,392 1,712,928 360,420 185,209
========= ======= ======= ========= ======= =======
</TABLE>
F-18
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Operations, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
---------------------------------
Capital Appreciation Portfolio
---------------------------------
Period from
Year ended May 22,
December 31, 1997 to
------------------- December 31,
1999 1998 1997
---------- ------- ------------
<S> <C> <C> <C>
Investment income:
Income -- Ordinary Dividends............... $ 935 555 37
Expenses -- Mortality and expense risk
charges and administrative expenses (note
3)........................................ 32,166 6,271 112
---------- ------- -------
Net investment income (expense).............. (31,231) (5,716) (75)
---------- ------- -------
Net realized and unrealized gain (loss) on
investments:
Net realized gain (loss)................... 435,959 225,641 (7,519)
Unrealized appreciation (depreciation)..... 837,570 56,754 (582)
Capital gain distributions................. 10,754 -- --
---------- ------- -------
Net realized and unrealized gain (loss) on
investments................................. 1,284,283 282,395 (8,101)
---------- ------- -------
Increase (decrease) in net assets from
operations.................................. $1,253,052 276,679 (8,176)
========== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Goldman Sachs Salomon Brothers
Variable Insurance Trust Variable Series Funds Inc.
--------------------------------------------------- -------------------------------
Growth and Income Mid Cap Value Strategic Bond Total Return
Fund Fund Fund Fund
------------------------- ------------------------- --------------- ---------------
Period from Period from
October 6, June 25, Period from Period from
Year ended 1998 to Year ended 1998 to March 19, 1999 July 14, 1999
December 31, December 31, December 31, December 31, to December 31, to December 31,
1999 1998 1999 1998 1999 1999
------------ ------------ ------------ ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Income -- Ordinary
Dividends............ $ 766 48 1,901 662 5,114 154
Expenses -- Mortality
and expense risk
charges and
administrative
expenses (note 3).... 648 11 4,901 237 6,264 39
------- ---- ------- ---- ------- -----
Net investment income
(expense).............. 118 37 (3,000) 425 (1,150) 115
------- ---- ------- ---- ------- -----
Net realized and
unrealized gain (loss)
on investments:
Net realized gain
(loss)............... 573 58 84,871 (16) (14,814) (8)
Unrealized
appreciation
(depreciation)....... (2,840) 49 (27,108) 196 (4,324) (424)
Capital gain distribu-
tions................ -- -- -- -- -- --
------- ---- ------- ---- ------- -----
Net realized and
unrealized gain (loss)
on investments......... (2,267) 107 57,763 180 (19,138) (432)
------- ---- ------- ---- ------- -----
Increase (decrease) in
net assets from
operations............. $(2,149) 144 54,763 605 (20,288) (317)
======= ==== ======= ==== ======= =====
</TABLE>
See accompanying notes to financial statements.
F-19
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
----------------------------------------------
S&P 500 Government
Index Securities
Fund Fund
-------------------------------- ------------
Year ended December 31, Period ended
-------------------------------- December 11,
1999 1998 1997 1997
---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Increase (decrease) in net
assets
From operations:
Net investment income
(expense).................... $ (39,597) (11,446) 8,122 (9,821)
Net realized gain (loss)...... 547,538 398,018 125,533 2,596
Unrealized appreciation
(depreciation) on
investments.................. 714,039 497,472 337,547 46,607
Capital gain distributions.... 79,903 180,554 45,068 --
---------- --------- --------- --------
Increase (decrease) in net
assets from operations......... 1,301,883 1,064,598 516,270 39,382
---------- --------- --------- --------
From capital transactions:
Net premiums.................. 209,250 364,101 29,621 13,143
Loan interest................. (3,621) (1,758) (472) (455)
Transfers (to) from the
general account of GE Life &
Annuity:
Death benefits.............. -- (26,898) (1,802) --
Surrenders.................. (571,204) (122,586) (50,594) (262,974)
Loans....................... (14,382) (8,955) (10,019) (23,924)
Cost of insurance and
administrative expense
(note 3)................... (76,602) (54,690) (24,852) (8,334)
Transfer gain (loss) and
transfer fees.............. (2,154) 190,048 (2,909) (3,207)
Transfers (to) from the
Guarantee Account (note 1)... 1,200 156,285 33,241 288
Interfund transfers........... 1,450,154 1,318,239 1,154,053 (529,174)
---------- --------- --------- --------
Increase (decrease) in net
assets from capital
transactions................... 992,641 1,813,786 1,126,267 (814,637)
---------- --------- --------- --------
Increase (decrease) in net
assets....................... 2,294,524 2,878,384 1,642,537 (775,255)
Net assets at beginning of
year........................... 6,079,523 3,201,139 1,558,602 775,255
---------- --------- --------- --------
Net assets at end of year....... $8,374,047 6,079,523 3,201,139 --
========== ========= ========= ========
</TABLE>
F-20
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
---------------------------------------------------------------------
Money Market Total Return
Fund Fund
------------------------------------ -------------------------------
Year ended December 31, Year ended December 31,
------------------------------------ -------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 492,078 502,420 389,607 11,546 68,818 23,177
Net realized gain
(loss)............... -- (2,104) (256,503) 34,289 4,509 1,710
Unrealized
appreciation
(depreciation) on
investments.......... -- 2,104 287,655 110,595 183,805 26,729
Capital gain
distributions........ -- -- -- 42,374 -- 185,237
----------- ---------- ----------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 492,078 502,420 420,759 198,804 257,132 236,853
----------- ---------- ----------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 7,275,148 10,323,239 14,800,378 9,104 13,446 37,415
Loan interest......... 33,105 15,680 25,356 (740) (107) 77
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- (9,663) -- -- -- (122,969)
Surrenders.......... (4,064,746) (492,391) (81,503) (134,715) (163,264) (9,555)
Loans............... (733,748) (1,044,167) (259,694) (5,353) (33,631) (31,550)
Cost of insurance
and administrative
expense (note 3)... (151,555) (149,692) (124,687) (18,760) (17,774) (16,232)
Transfer gain (loss)
and transfer fees.... (55,274) 3,729 (135,353) 1,266 643 (3,467)
Transfers (to) from
the Guarantee Account
(note 1)............. -- (57,398) (32,069) 500 10,426 45,496
Interfund transfers... 1,796,890 (9,507,257) (13,250,370) (74,939) 52,057 134,091
----------- ---------- ----------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... 4,099,820 (917,920) 942,058 (223,637) (138,204) 33,306
----------- ---------- ----------- --------- --------- ---------
Increase (decrease) in
net assets........... 4,591,898 (415,500) 1,362,817 (24,833) 118,928 270,159
Net assets at beginning
of year................ 10,838,824 11,254,324 9,891,507 1,787,552 1,668,624 1,398,465
----------- ---------- ----------- --------- --------- ---------
Net assets at end of
year................... $15,430,722 10,838,824 11,254,324 1,762,719 1,787,552 1,668,624
=========== ========== =========== ========= ========= =========
</TABLE>
F-21
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
-----------------------------------------------------------
International Real Estate
Equity Fund Securities Fund
---------------------------- -----------------------------
Year ended December 31, Year ended December 31,
---------------------------- -----------------------------
1999 1998 1997 1999 1998 1997
--------- ------- -------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (3,474) 12,064 (4,306) 25,102 16,447 28,577
Net realized gain
(loss)............... 166 1,173 146,386 (51,641) (76,333) 142,744
Unrealized
appreciation
(depreciation) on
investments.......... 72,780 5,854 (6,150) 15,871 (155,043) (97,672)
Capital gain
distributions........ 26,382 -- 79,345 1,796 26,116 72,382
--------- ------- -------- ------- --------- ---------
Increase (decrease) in
net assets from
operations............. 95,854 19,091 215,275 (8,872) (188,813) 146,031
--------- ------- -------- ------- --------- ---------
From capital
transactions:
Net premiums.......... -- 1,056 1,056 9,200 41,531 62,904
Loan interest......... (6) (50) (12) (1,009) (188) --
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... -- -- -- (35,918) (2,915) --
Loans............... -- 3,954 1,860 (4,066) (15,423) (16,740)
Cost of insurance
and administrative
expense (note 3)... (3,710) (3,955) (9,446) (8,475) (11,347) (9,178)
Transfer gain (loss)
and transfer fees.. (5,641) 26,258 (16,723) 2,893 1,201 (5,456)
Transfers (to) from
the Guarantee Account
(note 1)............. -- 25,276 -- 7 35,000 3,269
Interfund transfers... 23,090 (28,632) (727,513) (46,114) (222,532) 661,463
--------- ------- -------- ------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... 13,733 23,907 (750,778) (83,482) (174,673) 696,262
--------- ------- -------- ------- --------- ---------
Increase (decrease) in
net assets........... 109,587 42,998 (535,503) (92,354) (363,486) 842,293
Net assets at beginning
of year................ 300,239 257,241 792,744 706,841 1,070,327 228,034
--------- ------- -------- ------- --------- ---------
Net assets at end of
year................... $ 409,826 300,239 257,241 614,487 706,841 1,070,327
========= ======= ======== ======= ========= =========
</TABLE>
F-22
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
---------------------------------------------------------------
Global Income Value Equity
Fund Fund
-------------------------------- ------------------------------
Period from Period from
Year ended September 15, Year ended June 17,
December 31, 1997 to December 31, 1997 to
----------------- December 31, ---------------- December 31,
1999 1998 1997 1999 1998 1997
--------- ------ ------------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (10,517) 1,255 610 (3,680) (4,868) (342)
Net realized gain
(loss)............... (174,205) 11 -- 68,899 1,355 208
Unrealized
appreciation
(depreciation) on
investments.......... (1,207) 1,291 (669) 24,230 2,571 1,977
Capital gain
distributions........ 28 64 55 -- 12,708 2,263
--------- ------ ------ ------- ------- -------
Increase (decrease) in
net assets from
operations............. (185,901) 2,621 (4) 89,449 11,766 4,106
--------- ------ ------ ------- ------- -------
From capital
transactions:
Net premiums.......... 3,403 -- -- 3,802 19,404 4,596
Loan interest......... 227 -- -- (1,028) (1,009) --
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... -- -- -- -- -- --
Loans............... 15,465 -- -- (6,939) (1,441) --
Cost of insurance
and administrative
expense (note 3)... (4,487) (264) (18) (8,194) (5,910) (615)
Transfer gain (loss)
and transfer fees.. 329 (3) -- (1,865) (39,597) 360
Transfers (to) from
the Guarantee Account
(note 1)............. -- -- -- 29,405 -- --
Interfund transfers... 170,322 12,432 13,721 118,008 297,789 243,259
--------- ------ ------ ------- ------- -------
Increase (decrease) in
net assets from capital
transactions........... 185,259 12,165 13,703 133,189 269,236 247,600
--------- ------ ------ ------- ------- -------
Increase (decrease) in
net assets........... (642) 14,786 13,699 222,638 281,002 251,706
Net assets at beginning
of year................ 28,485 13,699 -- 532,708 251,706 --
--------- ------ ------ ------- ------- -------
Net assets at end of
year................... $ 27,843 28,485 13,699 755,346 532,708 251,706
========= ====== ====== ======= ======= =======
</TABLE>
F-23
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
--------------------------------------------------------------------------------
Premier
Growth Equity
Income Fund U.S. Equity Fund Fund
----------------------------------- ---------------------------- ---------------
Period from
Year ended December 12, Period from Period from
December 31, 1997 to Year ended May 5, 1998 June 11, 1999
--------------------- December 31, December 31, to December 31, to December 31,
1999 1998 1997 1999 1998 1999
---------- --------- ------------ ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 50,333 51,688 2,596 (15) 51 (1,545)
Net realized gain
(loss)............... (784) 9,720 (2,508) 520 89 139
Unrealized
appreciation
(depreciation) on
investments.......... (90,951) 13,245 1,454 3,276 243 54,745
Capital gain
distributions........ 2,137 12,310 -- 6,179 199 13,746
---------- --------- --------- ------- ------ -------
Increase (decrease) in
net assets from
operations............. (39,265) 86,963 1,542 9,960 582 67,085
---------- --------- --------- ------- ------ -------
From capital
transactions:
Net premiums.......... 16,162 -- -- -- -- --
Loan interest......... (4,763) (3,764) -- -- -- --
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... (87,362) (2,594) -- -- -- --
Loans............... (4,459) (21,862) (2,396) -- -- (300)
Cost of insurance
and administrative
expense (note 3)... (15,183) (15,101) (742) (540) (30) (2,033)
Transfer gain (loss)
and
transfer fees...... (139) (703) (202) (188) (108) 3,988
Transfers (to) from
the Guarantee Account
(note 1)............. 20,109 7,872 -- -- -- --
Interfund transfers... (27,799) 196,041 1,221,995 109,461 9,718 393,060
---------- --------- --------- ------- ------ -------
Increase (decrease) in
net assets from capital
transactions........... (103,434) 159,889 1,218,655 108,733 9,580 394,715
---------- --------- --------- ------- ------ -------
Increase (decrease) in
net assets........... (142,699) 246,852 1,220,197 118,693 10,162 461,800
Net assets at beginning
of year................ 1,467,049 1,220,197 -- 10,162 -- --
---------- --------- --------- ------- ------ -------
Net assets at end of
year................... $1,324,350 1,467,049 1,220,197 128,855 10,162 461,800
========== ========= ========= ======= ====== =======
</TABLE>
F-24
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
---------------------------------------------
Money Fund Bond Fund/VA
------------ --------------------------------
Period ended Year ended December 31,
December 11, --------------------------------
1997 1999 1998 1997
------------ --------- ---------- ---------
<S> <C> <C> <C> <C>
Increase (decrease) in net
assets
From operations:
Net investment income
(expense).................... $ 5,821 65,924 (13,773) 101,798
Net realized gain (loss)...... -- (61,516) 140,916 11,410
Unrealized appreciation
(depreciation) on
investments.................. -- (84,560) (22,639) 14,947
Capital gain distributions.... -- 9,549 28,282 4,923
--------- --------- ---------- ---------
Increase (decrease) in net
assets from operations......... 5,821 (70,603) 132,786 133,078
--------- --------- ---------- ---------
From capital transactions:
Net premiums.................. -- 21,642 63,953 12,401
Loan interest................. -- 3,160 1,867 224
Transfers (to) from the
general account of GE Life &
Annuity:
Death benefits.............. -- -- -- --
Surrenders.................. -- (35,960) (80,793) --
Loans....................... -- (30,925) (717) (20,518)
Cost of insurance and
administrative expense
(note 3)................... (1,618) (21,619) (29,054) (17,321)
Transfer gain (loss) and
transfer fees.............. 26 23,758 (48,553) 4,175
Transfers (to) from the
Guarantee Account (note 1)... -- 6,580 8,443 10,164
Interfund transfers........... (160,456) (761,210) (1,102,223) 1,749,977
--------- --------- ---------- ---------
Increase (decrease) in net
assets from capital
transactions................... (162,048) (794,574) (1,187,077) 1,739,102
--------- --------- ---------- ---------
Increase (decrease) in net
assets....................... (156,227) (865,177) (1,054,291) 1,872,180
Net assets at beginning of
year........................... 156,227 2,473,605 3,527,896 1,655,716
--------- --------- ---------- ---------
Net assets at end of year....... $ -- 1,608,428 2,473,605 3,527,896
========= ========= ========== =========
</TABLE>
F-25
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds (continued)
-------------------------------------------------------------------------------------
Aggressive Growth Fund/VA Capital Appreciation Fund/VA
---------------------------------- --------------------------------
Year ended December 31, Year ended December 31,
---------------------------------- --------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net
assets
From operations:
Net investment income
(expense)................ $ (89,368) (75,205) (67,194) (47,481) (25,586) 97,407
Net realized gain (loss).. 1,178,701 1,139,675 362,326 900,975 779,763 211,799
Unrealized appreciation
(depreciation) on
investments.............. 3,216,453 (392,601) 69,894 646,214 (197,508) 311,259
Capital gain
distributions............ -- 171,601 258,219 173,473 351,282 --
----------- ---------- --------- ---------- --------- ---------
Increase (decrease) in net
assets from operations..... 4,305,786 843,470 623,245 1,673,181 907,951 620,465
----------- ---------- --------- ---------- --------- ---------
From capital transactions:
Net premiums.............. 54,210 106,960 160,331 34,750 130,707 136,857
Loan interest............. (5,149) 7,156 (478) (2,980) (2,818) (1,570)
Transfers (to) from the
general account of GE
Life & Annuity:
Death benefits.......... (22,618) -- -- -- -- --
Surrenders.............. (421,155) (235,363) (5,632) (638,691) (143,689) --
Loans................... (124,739) (644,066) (76,259) (159,747) (119,579) (52,908)
Cost of insurance and
administrative expense
(note 3)............... (68,853) (81,387) (69,581) (44,705) (46,695) (33,074)
Transfer gain (loss) and
transfer fees.......... (53,960) (865,659) (10,950) (247,728) 130,682 5,703
Transfers from the
Guarantee Account (note
1)....................... 8,140 7,563 86,490 7 58,430 67,111
Interfund transfers....... (1,031,745) 515,285 786,921 (2,684,688) 2,177,306 1,239,168
----------- ---------- --------- ---------- --------- ---------
Increase (decrease) in net
assets from capital
transactions............... (1,665,869) (1,189,511) 870,842 (3,743,782) 2,184,344 1,361,287
----------- ---------- --------- ---------- --------- ---------
Increase (decrease) in net
assets................... 2,639,917 (346,041) 1,494,087 (2,070,601) 3,092,295 1,981,752
Net assets at beginning of
year....................... 6,498,684 6,844,725 5,350,638 6,988,817 3,896,522 1,914,770
----------- ---------- --------- ---------- --------- ---------
Net assets at end of year... $ 9,138,601 6,498,684 6,844,725 4,918,216 6,988,817 3,896,522
=========== ========== ========= ========== ========= =========
</TABLE>
F-26
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds (continued)
------------------------------------------------------------------
High Income Fund/VA Multiple Strategies Fund/VA
--------------------------------- -------------------------------
Year ended December 31, Year ended December 31,
--------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 277,603 37,267 336,313 67,254 (12,784) 71,824
Net realized gain
(loss)............... (31,032) (157,587) 180,406 20,609 353,554 34,009
Unrealized
appreciation
(depreciation) on
investments.......... (77,143) 402 (53,341) 68,454 (372,624) 206,122
Capital gain
distributions........ -- 147,500 2,806 157,988 166,660 95,618
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 169,428 27,582 466,184 314,305 134,806 407,573
----------- --------- --------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 6,954 11,471 94,743 37,781 1,000 12,358
Loan interest......... (2,114) (1,733) (628) (208) (877) (722)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- (45,936) -- -- (18,545) (2,000)
Surrenders.......... (96,824) (576,832) (9,092) (189,005) (140,865) --
Loans............... (118,625) (34,516) (29,617) (10,720) (50,344) 8,746
Cost of insurance
and administrative
expense (note 3)... (52,357) (62,108) (45,518) (31,574) (31,968) (29,942)
Transfer gain (loss)
and transfer fees.. 9,892 (53,899) 32,059 1,885 6,332 356
Transfers from the
Guarantee Account
(note 1)............. 443 28,238 -- 943 29,334 23,966
Interfund transfers... (1,558,865) 191,267 2,226,116 (254,274) 108,424 447,254
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... (1,811,496) (544,048) 2,268,063 (445,172) (97,509) 460,016
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets........... (1,642,068) (516,466) 2,734,247 (130,867) 37,297 867,589
Net assets at beginning
of year................ 6,161,255 6,677,721 3,943,474 3,248,322 3,211,025 2,343,436
----------- --------- --------- --------- --------- ---------
Net assets at end of
year................... $ 4,519,187 6,161,255 6,677,721 3,117,455 3,248,322 3,211,025
=========== ========= ========= ========= ========= =========
</TABLE>
F-27
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund
-------------------------------------------------------------
Money Market High Income
Portfolio Portfolio Equity-Income Portfolio
------------ ------------ ----------------------------------
Period ended Period ended Year ended December 31,
December 11, December 11, ----------------------------------
1997 1997 1999 1998 1997
------------ ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 81,397 78,583 20,782 3,646 31,822
Net realized gain
(loss)............... -- 185,532 949,231 1,283,354 1,197,816
Unrealized
appreciation
(depreciation) on
investments.......... -- (92,552) (762,258) (494,927) 1,016,128
Capital gain
distributions........ -- 11,620 536,798 785,489 1,065,171
----------- ---------- ---------- ---------- ----------
Increase (decrease) in
net assets from
operations............. 81,397 183,183 744,553 1,577,562 3,310,937
----------- ---------- ---------- ---------- ----------
From capital
transactions:
Net premiums.......... -- -- 30,709 146,903 215,369
Loan interest......... (8,013) 6 (12,986) (10,898) (5,772)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- (61,020) (18,249)
Surrenders.......... (11,729) (163,901) (531,791) (222,133) (71,914)
Loans............... (17,933) (6,459) (229,126) (402,392) (121,271)
Cost of insurance
and administrative
expense............ (8,075) (11,738) (153,739) (167,638) (151,529)
Transfer gain (loss)
and transfer fees.. (66,375) (44,309) 7,118 15,304 58,911
Transfers from the
Guarantee Account
(note 1)............. -- -- (128,390) 122,727 112,723
Interfund transfers... (1,079,728) (1,280,202) (1,383,061) (202,161) 311,215
----------- ---------- ---------- ---------- ----------
Increase (decrease) in
net assets from capital
transactions........... (1,191,853) (1,506,603) (2,401,266) (781,308) 329,483
----------- ---------- ---------- ---------- ----------
Increase (decrease) in
net assets........... (1,110,456) (1,323,420) (1,656,713) 796,254 3,640,420
Net assets at beginning
of year................ 1,110,456 1,323,420 16,825,933 16,029,679 12,389,259
----------- ---------- ---------- ---------- ----------
Net assets at end of
year................... $ -- -- 15,169,220 16,825,933 16,029,679
=========== ========== ========== ========== ==========
</TABLE>
F-28
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund (continued)
----------------------------------------------------------------------
Growth Portfolio Overseas Portfolio
----------------------------------- ---------------------------------
Year ended December 31, Year ended December 31,
----------------------------------- ---------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (156,415) (100,367) (64,303) 1,669 25,785 28,010
Net realized gain
(loss)............... 1,288,523 1,619,202 1,766,746 694,024 (178,639) 801,884
Unrealized
appreciation
(depreciation) on
investments.......... 1,712,349 667,154 (282,336) 859,657 349,052 (489,713)
Capital gain
distributions........ 1,506,084 1,356,757 258,471 97,639 263,943 405,040
----------- ---------- ---------- ---------- --------- ----------
Increase (decrease) in
net assets from
operations............. 4,350,541 3,542,746 1,678,578 1,652,989 460,141 745,221
----------- ---------- ---------- ---------- --------- ----------
From capital
transactions:
Net premiums.......... 161,347 50,433 78,875 18,135 19,010 12,810
Loan interest......... (16,324) (17,111) (3,060) (2,376) (1,529) (2,436)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- (24,255) (1,634) (21,324) (30,475) --
Surrenders.......... (1,385,411) (572,105) (28,946) (191,090) (214,745) (26,126)
Loans............... (164,276) (532,091) (153,343) (107,707) (93,248) (140,934)
Cost of insurance
and administrative
expense............ (133,989) (123,718) (99,653) (40,060) (47,188) (59,162)
Transfer gain (loss)
and transfer fees.. (48,212) 177,115 26,694 (29,352) 66,028 (12,801)
Transfers from the
Guarantee Account
(note 1)............. 5,600 100,312 44,630 443 (8,627) 61,472
Interfund transfers... (452,607) 463,637 44,400 (1,559,209) 294,585 (1,392,016)
----------- ---------- ---------- ---------- --------- ----------
Increase (decrease) in
net assets from capital
transactions........... (2,033,872) (477,783) (92,037) (1,932,540) (16,189) (1,559,193)
----------- ---------- ---------- ---------- --------- ----------
Increase (decrease) in
net assets........... 2,316,669 3,064,963 1,586,541 (279,551) 443,952 (813,972)
Net assets at beginning
of year................ 13,457,515 10,392,552 8,806,011 5,006,524 4,562,572 5,376,544
----------- ---------- ---------- ---------- --------- ----------
Net assets at end of
year................... $15,774,184 13,457,515 10,392,552 4,726,973 5,006,524 4,562,572
=========== ========== ========== ========== ========= ==========
</TABLE>
F-29
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund II
---------------------------------------------------------------------
Asset Manager Portfolio Contrafund Portfolio
---------------------------------- ---------------------------------
Year ended December 31, Year ended December 31,
---------------------------------- ---------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 205,535 173,773 171,513 (87,865) (55,333) (41,189)
Net realized gain
(loss)............... 259,916 252,067 187,349 971,552 1,254,204 268,831
Unrealized
appreciation
(depreciation) on
investments.......... (9,876) (67,659) 534,401 885,621 648,485 823,917
Capital gain
distributions........ 431,219 914,428 714,417 361,853 403,057 109,504
----------- ---------- --------- ---------- ---------- ---------
Increase (decrease) in
net assets from
operations............. 886,794 1,272,609 1,607,680 2,131,161 2,250,413 1,161,063
----------- ---------- --------- ---------- ---------- ---------
From capital
transactions:
Net premiums.......... 2,300 2,300 98,687 71,587 177,753 171,916
Loan interest......... (8,302) (7,000) (4,946) (8,628) (6,910) (3,288)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- (41,112) (149,074) (23,810) (24,991) (1,797)
Surrenders.......... (786,658) (325,417) (8,956) (549,804) (22,516) (9,456)
Loans............... (58,273) (241,371) (97,092) (153,985) (85,784) (118,554)
Cost of insurance
and administrative
expense (note 3)... (98,577) (101,341) (98,131) (102,249) (94,295) (72,675)
Transfer gain (loss)
and transfer fees.. (47,936) (13,045) 397 (21,586) 59,824 34,177
Transfers (to) from
Guarantee Account
(note 1)............. 38,441 69,851 33,707 6,587 84,180 150,028
Interfund transfers... (748,397) 156,323 (59,803) (759,216) 989,747 1,827,255
----------- ---------- --------- ---------- ---------- ---------
Increase (decrease) in
net assets from capital
transactions........... (1,707,402) (500,812) (285,211) (1,541,104) 1,077,008 1,977,606
----------- ---------- --------- ---------- ---------- ---------
Increase (decrease) in
net assets........... (820,608) 771,797 1,322,469 590,057 3,327,421 3,138,669
Net assets at beginning
of year................ 10,347,930 9,576,133 8,253,664 11,177,224 7,849,803 4,711,134
----------- ---------- --------- ---------- ---------- ---------
Net assets at end of
year................... $ 9,527,322 10,347,930 9,576,133 11,767,281 11,177,224 7,849,803
=========== ========== ========= ========== ========== =========
</TABLE>
F-30
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Variable Insurance Products Fund III
------------------------------------------------------------------
Growth Opportunities
Growth & Income Portfolio Portfolio
----------------------------------- ------------------------------
Period from Period from
Year ended May 16, 1997 Year ended May 16, 1997
December 31, to December 31, to
--------------------- December 31, ---------------- December 31,
1999 1998 1997 1999 1998 1997
---------- --------- ------------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (16,131) (10,395) (1,712) (3,398) (1,877) (1,910)
Net realized gain
(loss)............... 160,560 100,071 6,219 32,368 15,522 876
Unrealized
appreciation
(depreciation) on
investments.......... (48,360) 91,779 11,314 (18,063) 75,120 39,235
Capital gain
distributions........ 13,296 1,681 -- 12,249 14,232 --
---------- --------- ------- ------- ------- -------
Increase (decrease) in
net assets from
operations............. 109,365 183,136 15,821 23,156 102,997 38,201
---------- --------- ------- ------- ------- -------
From capital
transactions:
Net premiums.......... 11,807 23,295 12,486 589 39,535 18,354
Loan interest......... (19) (393) -- (95) (134) --
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... (33,425) -- -- (17,405) -- --
Loans............... (9,320) (3,183) -- (979) -- --
Cost of insurance
and administrative
expense (note 3)... (15,670) (7,686) (1,616) (8,389) (5,140) (1,627)
Transfer gain (loss)
and transfer fees.. 43,657 28,249 10,283 (7) 1,640 (20)
Transfers (to) from
Guarantee Account
(note 1)............. 10,278 13,857 -- -- 8,711 2,963
Interfund transfers... 392,746 357,477 373,471 265,913 145,247 293,576
---------- --------- ------- ------- ------- -------
Increase (decrease) in
net assets from capital
transactions........... 400,054 411,616 394,624 239,627 189,859 313,246
---------- --------- ------- ------- ------- -------
Increase (decrease) in
net assets........... 509,419 594,752 410,445 262,783 292,856 351,447
Net assets at beginning
of year................ 1,005,197 410,445 -- 644,303 351,447 --
---------- --------- ------- ------- ------- -------
Net assets at end of
year................... $1,514,616 1,005,197 410,445 907,086 644,303 351,447
========== ========= ======= ======= ======= =======
</TABLE>
F-31
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Federated Insurance Series
----------------------------------------------------------------
American High Income
Leaders Fund II Bond Fund II
------------------------------ --------------------------------
Year ended December 31, Year ended December 31,
------------------------------ --------------------------------
1999 1998 1997 1999 1998 1997
---------- --------- ------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (4,270) (8,076) (2,528) 66,628 30,429 31,591
Net realized gain
(loss)............... 19,046 (4,077) 11,788 (82,162) 85,989 5,827
Unrealized
appreciation
(depreciation) on
investments.......... (65,306) 58,884 53,148 543 (90,012) 55,167
Capital gain
distributions........ 98,945 39,312 571 7,321 13,650 2,683
---------- --------- ------- --------- ---------- ---------
Increase (decrease) in
net assets from
operations............. 48,415 86,043 62,979 (7,670) 40,056 95,268
---------- --------- ------- --------- ---------- ---------
From capital
transactions:
Net premiums.......... 57,574 96,517 92,480 17,397 28,358 43,594
Loan interest......... (79) (225) (3) (244) (409) (1,353)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... -- -- -- (28,048) -- --
Loans............... (6,155) (12,883) 205 (73,906) (14,686) (11,473)
Cost of insurance
and administrative
expense (note 3)... (12,640) (11,161) (3,145) (13,418) (14,411) (8,961)
Transfer gain (loss)
and transfer fees.. 1,294 2,778 1,084 (13,811) 706 (359)
Transfers (to) from
the Guarantee Account
(note 1)............. 9,174 16,071 5,323 -- 6,031 5,441
Interfund transfers... (210,684) 343,685 341,074 6,333 (1,149,736) 1,432,858
---------- --------- ------- --------- ---------- ---------
Increase (decrease) in
net assets from capital
transactions........... (161,516) 434,782 437,018 (105,697) (1,144,147) 1,459,747
---------- --------- ------- --------- ---------- ---------
Increase (decrease) in
net assets........... (113,101) 520,825 499,997 (113,367) (1,104,091) 1,555,015
Net assets at beginning
of year................ 1,038,585 517,760 17,763 1,129,523 2,233,614 678,599
---------- --------- ------- --------- ---------- ---------
Net assets at end of
year................... $ 925,484 1,038,585 517,760 1,016,156 1,129,523 2,233,614
========== ========= ======= ========= ========== =========
</TABLE>
F-32
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Federated
Insurance Series
(continued)
---------------------------
Utility Fund II
---------------------------
Year ended December 31,
---------------------------
1999 1998 1997
--------- ------- -------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense)................. $ 6,892 (2,093) 2,627
Net realized gain (loss)........................ 10,756 25,956 11,484
Unrealized appreciation (depreciation) on
investments.................................... (42,270) 8,478 50,092
Capital gain distributions...................... 25,666 24,895 5,733
--------- ------- -------
Increase (decrease) in net assets from
operations....................................... 1,044 57,236 69,936
--------- ------- -------
From capital transactions:
Net premiums.................................... -- 21,133 --
Loan interest................................... (581) (807) (55)
Transfers (to) from the general account of GE
Life & Annuity:
Death benefits................................ -- -- --
Surrenders.................................... (14,150) -- --
Loans......................................... (27,345) (18,860) (34,631)
Cost of insurance and administrative expense
(note 3)..................................... (5,113) (5,595) (3,486)
Transfer gain (loss) and transfer fees........ 76 690 2,314
Transfers (to) from the Guarantee Account
(note 1)....................................... -- -- 10,521
Interfund transfers............................. (67,113) 79,433 107,029
--------- ------- -------
Increase (decrease) in net assets from capital
transactions..................................... (114,226) 75,994 81,692
--------- ------- -------
Increase (decrease) in net assets............... (113,182) 133,230 151,628
Net assets at beginning of year................... 526,570 393,340 241,712
--------- ------- -------
Net assets at end of year......................... $ 413,388 526,570 393,340
========= ======= =======
</TABLE>
F-33
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Alger American Fund
------------------------------------------------------------------
Growth
Small Capitalization Portfolio Portfolio
--------------------------------- -------------------------------
Year ended December 31, Year ended December 31,
--------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (28,322) (21,533) (18,711) (53,403) (24,502) (15,770)
Net realized gain
(loss)............... 263,133 (361,335) 155,266 367,836 342,335 121,886
Unrealized
appreciation
(depreciation) on
investments.......... 286,111 411,856 (23,084) 477,546 332,102 195,886
Capital gain
distributions........ 250,852 207,517 42,941 415,458 353,476 10,056
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 771,774 236,505 156,412 1,207,437 1,003,411 312,058
----------- --------- --------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 47,061 53,010 88,579 61,208 49,615 23,449
Loan interest......... (4,390) (394) 2 (2,317) (929) (449)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- (13,545) -- (26,523) (19,533) --
Surrenders.......... -- (70,773) (1,243) (286,712) (43,795) (4,963)
Loans............... 3,449 22,480 (51,090) (87,064) (69,736) (60,475)
Cost of insurance
and administrative
expense (note 3)... (25,363) (19,635) (17,890) (46,522) (27,911) (20,884)
Transfer gain (loss)
and transfer fees.. 46,137 68,756 (6,935) (7,321) 30,431 (16,706)
Transfers (to) from
the Guarantee Account
(note 1)............. 11,769 23,461 72,126 500 35,331 25,127
Interfund transfers... (1,053,597) 1,262,264 148,081 1,365,674 631,892 147,496
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... (974,934) 1,325,624 231,630 970,923 585,365 92,595
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets........... (203,160) 1,562,129 388,042 2,178,360 1,588,776 404,653
Net assets at beginning
of year................ 3,022,286 1,460,157 1,072,115 3,345,552 1,756,776 1,352,123
----------- --------- --------- --------- --------- ---------
Net assets at end of
year................... $ 2,819,126 3,022,286 1,460,157 5,523,912 3,345,552 1,756,776
=========== ========= ========= ========= ========= =========
</TABLE>
F-34
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
PBHG Insurance Series Fund, Inc.
--------------------------------------------------------------
PBHG
Large Cap Growth PBHG
Portfolio Growth II Portfolio
------------------------------- ------------------------------
Period from Period from
Year ended July 22, Year ended May 22,
December 31, 1997 to December 31, 1997 to
----------------- December 31, ---------------- December 31,
1999 1998 1997 1999 1997 1997
-------- ------- ------------ ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (1,948) (1,340) (205) (3,631) (1,328) (540)
Net realized gain
(loss)............... 29,261 12,396 (1) 127,082 36,908 1,296
Unrealized
appreciation
(depreciation) on
investments.......... 99,164 11,365 656 66,595 15,978 (846)
Capital gain
distributions........ -- -- -- -- -- --
-------- ------- ------ ------- ------- ------
Increase (decrease) in
net assets from
operations............. 126,477 22,421 450 190,046 51,558 (90)
-------- ------- ------ ------- ------- ------
From capital
transactions:
Net premiums.......... 6,138 -- -- 2,000 3,717 4,615
Loan interest......... 26 -- -- (191) (58) --
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... -- (3,629) -- -- -- --
Loans............... (678) (817) -- (10,000) -- --
Cost of insurance
and administrative
expense (note 3)... (1,747) (2,407) (134) (4,856) (1,168) (460)
Transfer gain (loss)
and transfer fees.. (6,275) (2,844) 53 (19,026) (36,339) 1,309
Transfers (to) from
the Guarantee Account
(note 1)............. -- -- 3,269 -- 25,929 2,518
Interfund transfers... 128,326 (8,883) 28,216 33,117 2,248 84,214
-------- ------- ------ ------- ------- ------
Increase (decrease) in
net assets from capital
transactions........... 125,790 (18,580) 31,404 1,044 (5,671) 92,196
-------- ------- ------ ------- ------- ------
Increase (decrease) in
net assets........... 252,267 3,841 31,854 191,090 45,887 92,106
Net assets at beginning
of year................ 35,695 31,854 -- 137,993 92,106 --
-------- ------- ------ ------- ------- ------
Net assets at end of
year................... $287,962 35,695 31,854 329,083 137,993 92,106
======== ======= ====== ======= ======= ======
</TABLE>
F-35
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Janus Aspen Series
------------------------------------------------------------------
Aggressive Growth Portfolio Growth Portfolio
--------------------------------- -------------------------------
Year ended December 31, Year ended December 31,
--------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (25,047) (31,583) (28,915) (82,113) 118,490 8,645
Net realized gain
(loss)............... 1,877,887 678,326 192,226 732,403 870,857 243,734
Unrealized
appreciation
(depreciation) on
investments.......... 3,056,764 307,545 99,444 2,126,069 434,354 376,858
Capital gain
distributions........ 70,984 -- -- 38,444 150,149 54,303
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 4,980,588 954,288 262,755 2,814,803 1,573,850 683,540
----------- --------- --------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 29,506 42,148 60,192 83,311 64,698 100,831
Loan interest......... (3,772) (1,997) (77) (8,033) (5,496) (600)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- (23,434) -- --
Surrenders.......... (147,936) (9,219) (318) (332,087) (103,135) (11,331)
Loans............... (100,897) (24,856) (68,184) (113,712) (159,214) (101,750)
Cost of insurance
and administrative
expense (note 3)... (51,847) (25,282) (24,702) (72,587) (55,256) (43,347)
Transfer gain (loss)
and transfer fees.. 78,299 (164,381) 43,699 9,023 16,223 594
Transfers (to) from
the Guarantee Account
(note 1)............. -- 8,345 34,546 3,568 18,355 84,063
Interfund transfers... 2,991,895 (793,229) 503,885 1,275,017 305,817 1,105,318
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... 2,795,248 (968,471) 549,041 821,066 81,992 1,133,778
----------- --------- --------- --------- --------- ---------
Increase (decrease) in
net assets........... 7,775,836 (14,183) 811,796 3,635,869 1,655,842 1,817,318
Net assets at beginning
of year................ 2,774,289 2,788,472 1,976,676 6,260,048 4,604,206 2,786,888
----------- --------- --------- --------- --------- ---------
Net assets at end of
year................... $10,550,125 2,774,289 2,788,472 9,895,917 6,260,048 4,604,206
=========== ========= ========= ========= ========= =========
</TABLE>
F-36
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
-------------------------------------------------------------------
Worldwide Growth Portfolio Balanced Portfolio
---------------------------------- -------------------------------
Year ended December 31, Year ended December 31,
---------------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
----------- ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ (150,353) 150,828 (14,152) 56,688 102,703 37,720
Net realized gain
(loss)............... 1,684,622 1,535,984 457,649 397,981 75,042 16,368
Unrealized
appreciation
(depreciation) on
investments.......... 5,709,994 417,036 666,571 859,559 1,021,865 172,861
Capital gain
distributions........ -- 114,875 36,750 -- 26,713 1,466
----------- ---------- --------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 7,244,263 2,218,723 1,146,818 1,314,228 1,226,323 228,415
----------- ---------- --------- --------- --------- ---------
From capital
transactions:
Net premiums.......... 181,280 276,172 334,686 39,986 20,390 32,001
Loan interest......... (5,533) (3,134) (933) (7,355) (4,091) (48)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... (23,423) (68,985) (1,737) (24,021) (18,660) --
Surrenders.......... (306,760) (104,833) (5,393) (382,801) (5,329) (2,416)
Loans............... (86,961) (97,145) (74,934) (339,651) (78,415) 26,990
Cost of insurance
and administrative
expense (note 3)... (127,864) (110,038) (79,593) (55,893) (43,371) (13,436)
Transfer gain (loss)
and transfer fees.. 3,589 12,636 14,879 (6,027) 989 606
Transfers (to) from
the Guarantee Account
(note 1)............. 35,983 (12,929) 109,443 14,501 46,495 41,217
Interfund transfers... 269,462 863,455 1,831,317 1,299,658 395,097 2,601,676
----------- ---------- --------- --------- --------- ---------
Increase (decrease) in
net assets from capital
transactions........... (60,227) 755,199 2,127,735 538,397 313,105 2,686,590
----------- ---------- --------- --------- --------- ---------
Increase (decrease) in
net assets........... 7,184,036 2,973,922 3,274,553 1,852,625 1,539,428 2,915,005
Net assets at beginning
of year................ 11,200,312 8,226,390 4,951,837 5,084,946 3,545,518 630,513
----------- ---------- --------- --------- --------- ---------
Net assets at end of
year................... $18,384,348 11,200,312 8,226,390 6,937,571 5,084,946 3,545,518
=========== ========== ========= ========= ========= =========
</TABLE>
F-37
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
------------------------------------------------------------
Flexible International
Income Growth
Portfolio Portfolio
--------------------------- -------------------------------
Year ended December 31, Year ended December 31,
--------------------------- -------------------------------
1999 1998 1997 1999 1998 1997
--------- ------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in
net assets
From operations:
Net investment income
(expense)............ $ 18,729 17,911 9,720 (28,206) 22,885 (8,218)
Net realized gain
(loss)............... 2,310 2,524 3,107 452,801 171,620 145,208
Unrealized
appreciation
(depreciation) on
investments.......... (20,012) 3,399 4,489 1,288,333 158,124 45,943
Capital gain distribu-
tions................ 1,152 1,021 76 -- 7,791 2,276
--------- ------- ------- --------- --------- ---------
Increase (decrease) in
net assets from
operations............. 2,179 24,855 17,392 1,712,928 360,420 185,209
--------- ------- ------- --------- --------- ---------
From capital transac-
tions:
Net premiums.......... 9,934 5,245 21,946 18,930 36,145 60,001
Loan interest......... (42) (324) (28) 1,974 (617) (1,662)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- (11,677) --
Surrenders.......... -- (52,087) -- (13,011) (60,448) --
Loans............... 2,596 21,183 (30,720) (7,155) 4,516 (10,000)
Cost of insurance
and administrative
expense (note 3)... (4,230) (3,675) (1,977) (25,425) (24,306) (16,021)
Transfer gain (loss)
and transfer fees.. 225 (208) (429) (1,336) 59,856 12,507
Transfers (to) from
the Guarantee Account
(note 1)............. -- 85 3,243 -- 77,727 122,804
Interfund transfers... (85,330) 269,008 3,106 (913,181) 813,972 1,044,932
--------- ------- ------- --------- --------- ---------
Increase (decrease) in
net assets from
capital transactions... (76,847) 239,227 (4,859) (939,204) 895,168 1,212,561
--------- ------- ------- --------- --------- ---------
Increase (decrease) in
net assets........... (74,668) 264,082 12,533 773,724 1,255,588 1,397,770
Net assets at beginning
of year................ 436,086 172,004 159,471 3,043,406 1,787,818 390,048
--------- ------- ------- --------- --------- ---------
Net assets at end of
year................... $ 361,418 436,086 172,004 3,817,130 3,043,406 1,787,818
========= ======= ======= ========= ========= =========
</TABLE>
F-38
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Janus Aspen Series (continued)
---------------------------------------
Capital
Appreciation
Portfolio
---------------------------------------
Period from
Year ended December 31, May 22,
-------------------------- December 31,
1999 1998 1997
------------- ----------- ------------
<S> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense)...... $ (31,231) (5,716) (75)
Net realized gain (loss)............. 435,959 225,641 (7,519)
Unrealized appreciation (deprecia-
tion) on investments................ 837,570 56,754 (582)
Capital gain distributions........... 10,754 -- --
------------- ---------- ------
Increase (decrease) in net assets from
operations............................ 1,253,052 276,679 (8,176)
------------- ---------- ------
From capital transactions:
Net premiums......................... 73,275 12,000 --
Loan interest........................ (1,142) -- --
Transfers (to) from the general ac-
count of GE Life & Annuity:
Death benefits..................... -- -- --
Surrenders......................... (41,706) -- --
Loans.............................. (7,970) (37,337) --
Cost of insurance and administra-
tive expense (note 3)............. (28,392) (8,261) (181)
Transfer gain (loss) and transfer
fees.............................. 119,454 (4,436) (24)
Transfers (to) from the Guarantee Ac-
count (note 1)...................... -- -- --
Interfund transfers.................. 1,353,094 677,289 20,306
------------- ---------- ------
Increase (decrease) in net assets from
capital transactions.................. 1,466,613 639,255 20,101
------------- ---------- ------
Increase (decrease) in net assets.... 2,719,665 915,934 11,925
Net assets at beginning of year........ 927,859 11,925 --
------------- ---------- ------
Net assets at end of year.............. $ 3,647,524 927,859 11,925
============= ========== ======
</TABLE>
F-39
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Neuberger & Berman Advisers Management Trust
--------------------------------------------------
Balanced Bond Growth
Portfolio Portfolio Portfolio
---------------- -------------- --------------
Period ended Period ended Period ended
December 11, December 11, December 11,
1997 1997 1997
---------------- -------------- --------------
<S> <C> <C> <C>
Increase (decrease) in net
assets
From operations:
Net investment income
(expense)............... $ 9,495 30,012 (9,747)
Net realized gain
(loss).................. 315,380 (3,318) 150,610
Unrealized appreciation
(depreciation) on in-
vestments............... (146,827) (1,629) (55,310)
Capital gain distribu-
tions................... 88,699 -- 64,488
---------------- ------------- -------------
Increase (decrease) in net
assets from operations.... 266,747 25,065 150,041
---------------- ------------- -------------
From capital transactions:
Net premiums.............. -- -- --
Loan interest............. (669) (2,301) (894)
Transfers (to) from the
general account of GE
Life & Annuity:
Death benefits........... -- -- --
Surrenders............... (19,398) -- --
Loans.................... (4,103) 53,065 (7,618)
Cost of insurance and ad-
ministrative expense
(note 3)................ (19,558) (5,054) (7,810)
Transfer gain (loss) and
transfer fees........... 669 (38,185) (1,185)
Interfund transfers....... (2,096,250) (670,024) (881,910)
---------------- ------------- -------------
Increase (decrease) in net
assets from capital trans-
actions................... (2,139,309) (662,499) (899,417)
---------------- ------------- -------------
Increase (decrease) in net
assets.................... (1,872,562) (637,434) (749,376)
Net assets at beginning of
year...................... 1,872,562 637,434 749,376
---------------- ------------- -------------
Net assets at end of year.. $ -- -- --
================ ============= =============
</TABLE>
F-40
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Statements of Changes in Net Assets, Continued
<TABLE>
<CAPTION>
Salomon Brothers
Goldman Sachs Variable Insurance Trust Variable Series Funds Inc.
--------------------------------------------------- ---------------------------------
Strategic Bond Total Return
Growth and Income Fund Mid Cap Value Fund Fund Fund
------------------------- ------------------------- ---------------- ----------------
Period from Period from
October 6, June 25, Period from Period from
Year ended 1998 to Year ended 1998 to March 19, 1999 July 14, 1999
December 31, December 31, December 31, December 31, to December 31, to December 31,
1999 1998 1999 1998 1999 1999
------------ ------------ ------------ ------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in net assets
From operations:
Net investment income (expense).... $ 118 37 (3,000) 425 (1,150) 115
Net realized gain (loss)........... 573 58 84,871 (16) (14,814) (8)
Unrealized appreciation
(depreciation) on investments..... (2,840) 49 (27,108) 196 (4,324) (424)
Capital gain distributions......... -- -- -- -- -- --
------- ----- ------- ------ ------- -----
Increase (decrease) in net assets
from operations..................... (2,149) 144 54,763 605 (20,288) (317)
------- ----- ------- ------ ------- -----
From capital transactions:
Net premiums....................... 1,250 -- 7,450 -- -- --
Loan interest...................... (86) -- 945 -- 227 --
Transfers (to) from the general
account of
GE Life & Annuity:
Death benefits
Surrenders....................... -- -- -- -- -- --
Loans............................ -- -- -- -- -- --
Cost of insurance and
administrative expense.......... -- -- -- -- 11,465 (134)
(note 3)....................... (497) (10) (2,968) (279) (2,472) (65)
Transfer gain (loss) and transfer
fees............................ (19) 63 35,817 116 (471) 1
Transfers (to) from the Guarantee
Account (note 1).................. -- -- 23,524 -- -- --
Interfund transfers................ 64,781 5,092 44,102 79,827 113,987 6,940
------- ----- ------- ------ ------- -----
Increase (decrease) in net assets
from capital transactions........... 65,429 5,145 108,870 79,664 122,736 6,742
------- ----- ------- ------ ------- -----
Increase (decrease) in net assets.. 63,280 5,289 163,633 80,269 102,448 6,425
Net assets at beginning of year...... 5,289 -- 80,269 -- -- --
------- ----- ------- ------ ------- -----
Net assets at end of year............ $68,569 5,289 243,902 80,269 102,448 6,425
======= ===== ======= ====== ======= =====
</TABLE>
F-41
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements
December 31, 1999
(1)Description of Entity
GE Life & Annuity Separate Account III, formerly Life of Virginia Separate
Account III, (the Account) is a separate investment account established in
1986 by GE Life and Annuity Assurance Company (GE Life & Annuity), formerly
The Life Insurance Company of Virginia, under the laws of the Commonwealth of
Virginia. The Account operates as a unit investment trust under the Investment
Company Act of 1940. The Account is used to fund certain benefits for variable
life insurance policies issued by GE Life & Annuity. GE Life & Annuity is a
stock life insurance company operating under a charter granted by the
Commonwealth of Virginia on March 21, 1871. A majority of the capital stock of
GE Life & Annuity is owned by General Electric Capital Assurance Company.
General Electric Capital Assurance Company and its parent, GE Financial
Assurance Holdings, Inc., are indirect, wholly-owned subsidiaries of General
Electric Capital Corporation (GE Capital). GE Capital, a diversified financial
services company, is a wholly-owned subsidiary of General Electric Company
(GE), a New York corporation.
In June 1999, a new investment subdivision was added to the Account. The
Premier Growth Equity Fund, which invests solely in a designated portfolio of
the GE Investment Funds, Inc., was added to the Account. The fund is a series
type mutual fund. Between 1997 and 1999, the Oppenheimer Variable Account
Capital Appreciation Fund changed its name to the Oppenheimer Variable Account
Aggressive Growth Fund/VA and the Oppenheimer Variable Account Growth Fund
changed its name to the Oppenheimer Variable Account Capital Appreciation
Fund/VA.
In October 1998, three new investment subdivisions were added to the
Account. The Investors Fund, Strategic Bond Fund, and the Total Return Fund
each invest solely in a designated portfolio of the Salomon Brothers Variable
Series Fund. All designated portfolios described above are series type mutual
funds. There were no amounts issued in the Investors Fund during 1998 or 1999.
In May 1998, three new investment subdivisions were added to the Account.
The U.S. Equity Fund invests solely in a designated portfolio of the GE
Investments Funds, Inc. The Growth and Income, and Mid Cap Value (formerly Mid
Cap Equity) Funds each invest solely in a designated portfolio of the Goldman
Sachs Variable Insurance Trust Fund. All designated portfolios described above
are series type mutual funds.
On December 12, 1997, the Account added the GE Investments Funds, Inc.--
Income Fund as a new investment subdivision and made the following
substitutions of shares held by the investment subdivisions:
<TABLE>
<CAPTION>
Before the Substitution After the Substitution
- ----------------------- ----------------------
<S> <C>
Shares of Money Market Portfolio-- Shares of Money Market Fund--
Variable Insurance Products Fund GE Investments Funds, Inc.
Shares of Money Fund-- Shares of Money Market Fund--
Oppenheimer Variable Account Funds GE Investments Funds, Inc.
Shares of Government Securities Fund-- Shares of Income Fund--
GE Investments Funds, Inc. GE Investments Funds, Inc.
Shares of Bond Portfolio-- Shares of Income Fund--
Neuberger & Berman Advisers Management GE Investments Funds, Inc.
Trust
Shares of High Income Portfolio-- Shares of High Income Fund--
Variable Insurance Products Fund Oppenheimer Variable Account Funds
Shares of Growth Portfolio-- Shares of Growth Portfolio--
Neuberger & Berman Advisers Management Variable Insurance Products Fund
Trust
Shares of Balanced Portfolio-- Shares of Balanced Portfolio--
Neuberger & Berman Advisers Management Janus Aspen Series
Trust
</TABLE>
The foregoing substitutions were carried out pursuant to an order of the
Securities and Exchange Commission (Commission) issued on December 11, 1997,
with the approval of any necessary department of insurance. The effect of such
a share substitution was to replace certain portfolios of Variable Insurance
Products Fund, Oppenheimer Variable Account Funds, GE Investments Funds, Inc.,
and Neuberger & Berman Advisers Management Trust with those of GE Investments
Funds, Inc., Oppenheimer Variable Account Funds, Variable Insurance Products
Fund, and Janus Aspen Series.
F-42
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(1)Description of Entity -- Continued
In May 1997, seven new investment subdivisions were added to the Account.
The Growth & Income Portfolio and Growth Opportunities Portfolio each invest
solely in a designated portfolio of the Variable Insurance Products Fund III.
The Global Income Fund and the Value Equity Fund each invest solely in a
designated portfolio of the GE Investments Funds, Inc. The Capital
Appreciation Portfolio invests solely in a designated portfolio of the Janus
Aspen Series. The Growth II Portfolio and the Large Cap Growth Portfolio each
invest solely in a designated portfolio of the PBHG Insurance Series Fund,
Inc. All designated portfolios described above are series type mutual funds.
For policies issued after May 1, 1995, some policyowners may transfer cash
values between the Account's portfolios and the Guarantee Account that is part
of the general account of GE Life & Annuity. Amounts transferred to the
Guarantee Account earn interest at the interest rate effective at the time of
such transfer and remain in effect for one year, after which a new rate may be
declared.
(2)Summary of Significant Accounting Policies
(a) Investments
Investments are stated at fair value which is based on the underlying net
asset value per share of the respective portfolios or funds. Purchases and
sales of investments are recorded on the trade date and income distributions
are recorded on the ex-dividend date. Realized gains and losses on investments
are determined on the average cost basis. The units and unit values are
disclosed as of the last business day in the applicable year or period.
The aggregate cost of the investments acquired and the aggregate proceeds
of investments sold, for the year or period ended December 31, 1999, were:
<TABLE>
<CAPTION>
Cost of Proceeds
Shares from
Fund/Portfolio Acquired Shares Sold
- -------------- ------------ ------------
<S> <C> <C>
GE Investments Funds, Inc.:
S&P 500 Index Fund................................. $ 8,074,508 7,214,880
Money Market Fund.................................. 142,550,663 137,813,632
Total Return Fund.................................. 252,045 423,194
International Equity Fund.......................... 95,821 53,745
Real Estate Securities Fund........................ 129,373 186,650
Global Income Fund................................. 8,053,103 7,879,226
Value Equity Fund.................................. 2,236,005 2,105,030
Income Fund........................................ 217,788 270,438
U.S. Equity Fund................................... 125,476 10,321
Premier Growth Equity Fund......................... 411,273 4,116
Oppenheimer Variable Account Funds:
Bond Fund/VA....................................... 4,664,510 5,368,442
Aggressive Growth Fund/VA.......................... 10,318,765 12,079,719
Capital Appreciation Fund/VA....................... 13,344,120 14,752,551
High Income Fund/VA................................ 5,801,753 9,370,017
Multiple Strategies Fund/VA........................ 409,651 632,184
</TABLE>
F-43
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Cost of Proceeds
Shares from
Fund/Portfolio Acquired Shares Sold
- -------------- ------------ -----------
<S> <C> <C>
Variable Insurance Products Fund:
Equity-Income Portfolio............................. $ 4,915,891 6,821,877
Growth Portfolio.................................... 22,585,871 23,276,357
Overseas Portfolio.................................. 7,307,789 9,133,870
Variable Insurance Products Fund II:
Asset Manager Portfolio............................. 1,254,832 2,225,955
Contrafund Portfolio................................ 4,543,326 5,813,319
Variable Insurance Products Fund III:
Growth & Income Portfolio........................... 5,056,011 4,659,241
Growth Opportunities Portfolio...................... 517,132 269,032
Federated Insurance Series:
American Leaders Fund II............................ 369,678 437,325
High Income Bond Fund II............................ 4,343,137 4,376,296
Utility Fund II..................................... 64,465 146,678
Alger American Fund:
Small Capitalization Portfolio...................... 6,407,968 7,157,866
Growth Portfolio.................................... 4,227,645 2,891,282
PBHG Insurance Series Fund, Inc.:
PBHG Large Cap Growth Portfolio..................... 285,430 150,633
PBHG Growth II Portfolio............................ 7,159,550 7,161,161
Janus Aspen Series:
Aggressive Growth Portfolio......................... 43,175,696 40,322,321
Growth Portfolio.................................... 4,678,348 3,905,156
Worldwide Growth Portfolio.......................... 7,097,136 7,336,085
Balanced Portfolio.................................. 2,045,928 1,567,384
Flexible Income Portfolio........................... 303,173 360,565
International Growth Portfolio...................... 5,200,086 6,170,402
Capital Appreciation Portfolio...................... 36,142,487 34,686,023
Goldman Sachs Variable Insurance Trust:
Growth and Income Fund.............................. 93,553 27,975
Mid Cap Value Fund.................................. 3,431,804 3,325,911
Salomon Brothers Variable Series Fund Inc.:
Strategic Bond Fund................................. 5,645,594 5,523,951
Total Return Fund................................... 7,094 234
</TABLE>
F-44
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
(b) Capital Transactions
The increase (decrease) of outstanding units from capital transactions for
the years or periods ended December 31, 1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
GE Investments Funds, Inc.
--------------------------------------------------------------
Real
S&P 500 Government Money Total International Estate
Index Securities Market Return Equity Securities
Fund Fund Fund Fund Fund Fund
------- ---------- -------- ------ ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Units outstanding at De-
cember 31, 1996........ 58,616 43,554 683,115 62,796 69,054 14,627
------- ------- -------- ------ ------- -------
From capital transac-
tions:
Net premiums.......... 918 705 888,521 1,582 69 3,906
Loan interest......... (15) (24) 1,522 3 (1) --
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... (56) -- -- (5,200) -- --
Surrenders.......... (1,568) (14,115) (4,893) (404) -- --
Loans............... (310) (1,284) (15,590) (1,334) 123 (1,039)
Cost of insurance
and administrative
expenses........... (770) (447) (7,485) (686) (623) (570)
Transfers (to) from
the Guarantee Ac-
count................ 1,030 15 (1,925) 1,924 -- 203
Interfund transfers... 35,756 (28,404) (795,469) 5,670 (48,010) 41,075
------- ------- -------- ------ ------- -------
Net increase (decrease)
in units from capital
transactions........... 34,985 (43,554) 64,681 1,555 (48,442) 43,575
------- ------- -------- ------ ------- -------
Units outstanding at De-
cember 31, 1997........ 93,601 -- 747,796 64,351 20,612 58,202
------- ------- -------- ------ ------- -------
From capital transac-
tions:
Net premiums.......... 10,503 -- 318,502 457 (63) 2,573
Loan interest......... (51) -- 939 (4) 3 (12)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... (776) -- (579) -- -- --
Surrenders.......... (3,536) -- (29,501) (5,534) -- (181)
Loans............... (258) -- (62,560) (1,140) (230) (955)
Cost of insurance
and administrative
expenses........... (1,578) -- (8,969) (602) 231 (703)
Transfers (to) from
the Guarantee Ac-
count................ 4,508 -- (3,439) 353 (1,473) 2,167
Interfund transfers... 38,024 -- (569,612) 1,764 1,669 (13,779)
------- ------- -------- ------ ------- -------
Net increase (decrease)
in units from capital
transactions........... 46,836 -- (55,219) (4,706) 137 (10,890)
------- ------- -------- ------ ------- -------
Units outstanding at De-
cember 31, 1998........ 140,437 -- 692,577 59,645 20,749 47,312
------- ------- -------- ------ ------- -------
From capital transac-
tions:
Net premiums.......... 4,635 -- 453,065 283 -- 593
Loan interest......... (80) -- 2,062 (23) -- (65)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- --
Surrenders.......... (12,655) -- (253,135) (4,209) -- (2,315)
Loans............... (319) -- (45,695) (167) -- (262)
Cost of insurance
and administrative
expenses........... (1,697) -- (9,438) (586) (244) (546)
Transfers (to) from
the Guarantee Ac-
count................ 27 -- -- 16 -- --
Interfund transfers... 32,129 -- 111,903 (2,341) 1,517 (2,972)
------- ------- -------- ------ ------- -------
Net increase (decrease)
in units from capital
transactions........... 22,040 -- 258,762 (7,027) 1,273 (5,567)
------- ------- -------- ------ ------- -------
Units outstanding at De-
cember 31, 1999........ 162,477 -- 951,339 52,618 22,022 41,745
======= ======= ======== ====== ======= =======
</TABLE>
F-45
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
GE Investments Funds, Inc. (continued)
----------------------------------------------
Global Value U.S. Premier
Income Equity Income Equity Growth Equity
Fund Fund Fund Fund Fund
------ ------ ------- ------ -------------
<S> <C> <C> <C> <C> <C>
Units outstanding at December
31, 1996...................... -- -- -- -- --
----- ------ ------- ------ ------
From capital transactions:
Net premiums................. -- 356 -- -- --
Loan interest................ -- -- -- -- --
Transfers (to) from the gen-
eral account of
GE Life & Annuity:
Death benefits............. -- -- -- -- --
Surrenders................. -- -- -- -- --
Loans...................... -- -- (240) -- --
Cost of insurance and ad-
ministrative expenses..... (2) (48) (74) -- --
Transfers (to) from the Guar-
antee Account............... -- -- -- -- --
Interfund transfers.......... 1,338 18,848 122,212 -- --
----- ------ ------- ------ ------
Net increase (decrease) in
units from capital transac-
tions......................... 1,336 19,156 121,898 -- --
----- ------ ------- ------ ------
Units outstanding at December
31, 1997...................... 1,336 19,156 121,898 -- --
----- ------ ------- ------ ------
From capital transactions:
Net premiums................. -- 1,214 1 -- --
Loan interest................ -- (63) (366) -- --
Transfers (to) from the gen-
eral account of
GE Life & Annuity:
Death benefits............. -- -- -- -- --
Surrenders................. -- -- (252) -- --
Loans...................... -- (90) (2,123) -- --
Cost of insurance and ad-
ministrative expenses..... (25) (370) (1,466) (3) --
Transfers (to) from the Guar-
antee Account............... -- -- 764 -- --
Interfund transfers.......... 1,172 18,643 19,037 955 --
----- ------ ------- ------ ------
Net increase (decrease) in
units from capital transac-
tions......................... 1,147 19,334 15,595 952 --
----- ------ ------- ------ ------
Units outstanding at December
31, 1998...................... 2,483 38,490 137,493 952 --
----- ------ ------- ------ ------
From capital transactions:
Net premiums................. 3 243 1,551 -- (1)
Loan interest................ -- (66) (457) -- --
Transfers (to) from the gen-
eral account of
GE Life & Annuity:
Death benefits............. -- -- -- -- --
Surrenders................. -- -- (8,378) -- --
Loans...................... 15 (445) (428) -- (30)
Cost of insurance and ad-
ministrative expenses..... (4) (525) (1,456) (46) (204)
Transfers (to) from the Guar-
antee Account............... -- 1,886 1,928 -- --
Interfund transfers.......... 162 7,567 (2,666) 9,329 39,537
----- ------ ------- ------ ------
Net increase (decrease) in
units from capital transac-
tions......................... 176 8,660 (9,906) 9,283 39,302
----- ------ ------- ------ ------
Units outstanding at December
31, 1999...................... 2,659 47,150 127,587 10,235 39,302
===== ====== ======= ====== ======
</TABLE>
F-46
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Oppenheimer Variable Account Funds
-------------------------------------------------------------
Aggressive Capital High Multiple
Money Bond Growth Appreciation Income Strategies
Fund Fund/VA Fund/VA Fund/VA Fund/VA Fund/VA
------- ------- ---------- ------------ ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Units outstanding at De-
cember 31, 1996........ 10,387 81,322 177,408 78,571 135,468 103,922
------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- 567 5,184 4,979 3,036 515
Loan interest......... -- 10 (15) (57) (20) (30)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- -- (83)
Surrenders.......... -- -- (182) -- (291) --
Loans............... -- (938) (2,466) (1,925) (949) 364
Cost of insurance
and administrative
expenses........... (104) (792) (2,250) (1,203) (1,459) (1,248)
Transfers (to) from
the Guarantee Ac-
count................ -- 465 2,796 2,441 -- 999
Interfund transfers... (10,283) 80,017 25,443 45,075 71,340 18,636
------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... (10,387) 79,329 28,510 49,310 71,657 19,153
------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1997........ -- 160,651 205,918 127,881 207,125 123,075
------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- 3,023 9,796 3,787 331 45
Loan interest......... -- 88 655 (82) (50) (40)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- (1,322) (854)
Surrenders.......... -- (3,818) (21,555) (4,162) (16,597) (6,487)
Loans............... -- (34) (58,985) (3,464) (993) (2,318)
Cost of insurance
and administrative
expenses........... -- (1,373) (7,454) (1,353) (1,787) (1,472)
Transfers (to) from
the Guarantee Ac-
count................ -- 399 693 1,693 812 1,351
Interfund transfers... -- (52,085) 47,191 63,068 5,503 4,993
------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... -- (53,800) (29,659) 59,487 (14,103) (4,782)
------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1998........ -- 106,851 176,259 187,368 193,022 118,293
------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- 934 1,328 925 212 1,302
Loan interest......... -- 137 (126) (79) (64) (7)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- (554) -- -- --
Surrenders.......... -- (1,554) (10,319) (17,001) (2,950) (6,514)
Loans............... -- (1,336) (3,056) (4,252) (3,614) (369)
Cost of insurance
and administrative
expenses........... -- (934) (1,687) (1,190) (1,595) (1,088)
Transfers (to) from
the Guarantee Ac-
count................ -- 284 199 -- 13 32
Interfund transfers... -- (32,896) (25,280) (71,462) (47,495) (8,763)
------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... -- (35,365) (39,495) (93,059) (55,493) (15,407)
------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1999........ -- 71,486 136,764 94,309 137,529 102,886
======= ======= ======= ======= ======= =======
</TABLE>
F-47
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Variable Insurance
Variable Insurance Products Fund Products Fund II
------------------------------------------------- --------------------
Money High Equity Asset
Market Income Income Growth Overseas Manager Contrafund
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Units outstanding at De-
cember 31, 1996........ 73,394 53,819 478,350 320,102 315,896 405,585 283,121
------- ------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- -- 8,841 6,684 600 3,583 9,027
Loan interest......... (523) -- (237) (259) (114) (180) (173)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- (749) (139) -- (5,411) (94)
Surrenders.......... (765) (6,032) (2,952) (2,453) (1,224) (325) (497)
Loans............... (1,169) (238) (4,978) (12,995) (6,601) (3,524) (6,225)
Cost of insurance
and administrative
expenses........... (526) (432) (6,220) (8,445) (2,771) (3,562) (3,816)
Transfers (to) from
the Guarantee Ac-
count................ -- -- 4,627 3,782 2,879 1,223 7,878
Interfund transfers... (70,411) (47,117) 12,774 3,763 (65,198) (2,171) 95,951
------- ------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... (73,394) (53,819) 11,106 (10,062) (72,429) (10,367) 102,051
------- ------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1997........ -- -- 489,456 310,040 243,467 395,218 385,172
------- ------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- -- 4,258 1,424 799 92 7,384
Loan interest......... -- -- (318) (483) (64) (276) (287)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- (1,780) (685) (1,283) (1,619) (1,038)
Surrenders.......... -- -- (6,479) (16,160) (9,040) (12,811) (935)
Loans............... -- -- (11,737) (15,030) (3,925) (9,503) (3,564)
Cost of insurance
and administrative
expenses........... -- -- (4,890) (3,495) (1,986) (3,990) (3,917)
Transfers (to) from
the Guarantee Ac-
count................ -- -- 3,580 2,834 (363) 2,750 3,497
Interfund transfers... -- -- (5,896) 13,096 12,401 6,154 41,115
------- ------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... -- -- (23,235) (18,499) (3,461) (19,203) 42,255
------- ------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1998........ -- -- 466,221 291,541 240,006 376,015 427,427
------- ------- ------- ------- ------- ------- -------
From capital transac-
tions:
Net premiums.......... -- -- 839 3,218 754 84 2,850
Loan interest......... -- -- (355) (326) (99) (301) (344)
Transfers (to) from
the general account
of
GE Life & Annuity:
Death benefits...... -- -- -- -- (885) -- (948)
Surrenders.......... -- -- (14,522) (27,627) (7,933) (28,550) (21,891)
Loans............... -- -- (6,257) (3,276) (4,471) (2,115) (6,131)
Cost of insurance
and administrative
expenses........... -- -- (4,198) (2,672) (1,663) (3,578) (4,071)
Transfers (to) from
the Guarantee Ac-
count................ -- -- (3,506) 112 18 1,395 262
Interfund transfers... -- -- (37,767) (9,026) (64,727) (27,162) (30,229)
------- ------- ------- ------- ------- ------- -------
Net increase (decrease)
in units from capital
transactions........... -- -- (65,766) (39,597) (79,006) (60,227) (60,502)
------- ------- ------- ------- ------- ------- -------
Units outstanding at De-
cember 31, 1999........ -- -- 400,455 251,944 161,000 315,788 366,925
======= ======= ======= ======= ======= ======= =======
</TABLE>
F-48
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Variable Insurance Products Neuberger & Berman
Fund III Advisers Management Trust
-------------------------------- ------------------------------
Growth & Growth
Income Opportunities Balanced Bond Growth
Portfolio Portfolio Portfolio Portfolio Portfolio
------------- --------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Units outstanding at De-
cember 31, 1996........ -- -- 114,320 52,241 49,204
------------- ------------- -------- ------- -------
From capital transac-
tions:
Net premiums.......... 1,078 1,677 -- -- --
Loan interest......... -- -- (36) (192) (49)
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- --
Surrenders.......... -- -- (1,036) -- --
Loans............... -- -- (219) 4,440 (417)
Cost of insurance
and administrative
expenses........... (139) (149) (1,045) (423) (428)
Transfers (to) from
the Guarantee Ac-
count................ -- 271 -- -- --
Interfund transfers... 32,242 26,820 (111,984) (56,066) (48,310)
------------- ------------- -------- ------- -------
Net increase (decrease)
in units from capital
transactions........... 33,181 28,619 (114,320) (52,241) (49,204)
------------- ------------- -------- ------- -------
Units outstanding at De-
cember 31, 1997........ 33,181 28,619 -- -- --
------------- ------------- -------- ------- -------
From capital transac-
tions:
Net premiums.......... 1,845 2,945 -- -- --
Loan interest......... (31) (10) -- -- --
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- --
Surrenders.......... -- -- -- -- --
Loans............... (252) -- -- -- --
Cost of insurance
and administrative
expenses........... (609) (383) -- -- --
Transfers (to) from
the Guarantee Ac-
count................ 1,097 649 -- -- --
Interfund transfers... 28,309 10,821 -- -- --
------------- ------------- -------- ------- -------
Net increase (decrease)
in units from capital
transactions........... 30,359 14,022 -- -- --
------------- ------------- -------- ------- -------
Units outstanding at De-
cember 31, 1998........ 63,540 42,641 -- -- --
------------- ------------- -------- ------- -------
From capital transac-
tions:
Net premiums.......... 837 38 -- -- --
Loan interest......... (1) (6) -- -- --
Transfers (to) from
the general account
of GE Life & Annuity:
Death benefits...... -- -- -- -- --
Surrenders.......... (2,372) (1,140) -- -- --
Loans............... (661) (64) -- -- --
Cost of insurance
and administrative
expenses........... (1,112) (549) -- -- --
Transfers (to) from
the Guarantee Ac-
count................ 729 -- -- -- --
Interfund transfers... 27,874 17,414 -- -- --
------------- ------------- -------- ------- -------
Net increase (decrease)
in units from capital
transactions........... 25,294 15,693 -- -- --
------------- ------------- -------- ------- -------
Units outstanding at De-
cember 31, 1999........ 88,834 58,334 -- -- --
============= ============= ======== ======= =======
</TABLE>
F-49
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
PBHG Insurance
Federated Insurance Series Alger American Fund Series Fund, Inc.
----------------------------- ------------------------ --------------------
American High Small PBHG Large PBHG
Leaders Income Bond Utility Capitalization Growth Cap Growth Growth II
Fund II Fund II Fund II Portfolio Portfolio Portfolio Portfolio
-------- ----------- ------- -------------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Units outstanding at December 31, 1996....... 1,606 50,680 17,985 111,215 125,545 -- --
------- ------- ------ ------- ------- ------ ------
From capital transactions:
Loan interest.............................. -- (91) (4) -- (24) -- --
Transfers (to) from the general account of
GE Life & Annuity:
Death benefits........................... -- -- -- -- -- -- --
Surrenders............................... -- -- -- (138) (266) -- --
Loans.................................... 16 (768) (2,368) (5,683) (3,238) -- --
Cost of insurance and administrative
expenses................................ (247) (600) (238) (1,990) (1,118) (11) (44)
Transfers (to) from the Guarantee Account.. 418 364 719 8,023 1,345 283 239
Interfund transfers........................ 26,797 95,909 7,319 16,471 7,897 2,446 8,006
------- ------- ------ ------- ------- ------ ------
Net increase (decrease) in units from capital
transactions................................ 34,250 97,733 5,428 26,536 5,852 2,718 8,640
------- ------- ------ ------- ------- ------ ------
Units outstanding at December 31, 1997....... 35,856 148,413 23,413 137,751 131,397 2,718 8,640
------- ------- ------ ------- ------- ------ ------
From capital transactions:
Net premiums............................... 5,835 1,842 1,248 4,733 3,551 (1) 424
Loan interest.............................. (14) (27) (48) (35) (66) -- (7)
Transfers (to) from the general account of
GE Life & Annuity:
Death benefits........................... -- -- -- (1,209) (1,398) -- --
Surrenders............................... -- -- -- (6,320) (3,136) (82) --
Loans.................................... (779) (954) (1,114) 2,007 (4,993) (18) --
Cost of insurance and administrative
expenses................................ (675) (936) (330) (1,753) (1,998) (54) (133)
Transfers (to) from the Guarantee Account.. 971 392 -- 2,095 2,530 -- 2,947
Interfund transfers........................ 20,774 (74,663) 4,692 112,713 45,241 (201) 255
------- ------- ------ ------- ------- ------ ------
Net increase (decrease) in units from capital
transactions................................ 26,112 (74,346) 4,448 112,231 39,731 (356) 3,486
------- ------- ------ ------- ------- ------ ------
Units outstanding at December 31, 1998....... 61,968 74,067 27,861 249,982 171,128 2,362 12,126
------- ------- ------ ------- ------- ------ ------
From capital transactions:
Net premiums............................... 3,371 1,529 (1) 3,927 2,689 433 264
Loan interest.............................. (5) (21) (31) (366) (102) 2 (25)
Transfers (to) from the general account of
GE Life & Annuity:
Death benefits........................... -- -- -- -- (1,165) -- --
Surrenders............................... -- (2,467) (751) -- (12,596) -- --
Loans.................................... (360) (6,501) (1,452) 288 (3,825) (48) (1,324)
Cost of insurance and administrative
expenses................................ (740) (1,180) (271) (2,117) (2,044) (123) (643)
Transfers (to) from the Guarantee Account.. 537 -- -- 982 22 -- --
Interfund transfers........................ (12,336) 557 (3,563) (87,931) 59,998 9,061 4,386
------- ------- ------ ------- ------- ------ ------
Net increase (decrease) in units from capital
transactions................................ (9,533) (8,083) (6,069) (85,217) 42,977 9,325 2,658
------- ------- ------ ------- ------- ------ ------
Units outstanding at December 31, 1999....... 52,435 65,984 21,792 164,765 214,105 11,687 14,784
======= ======= ====== ======= ======= ====== ======
</TABLE>
F-50
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Janus Aspen Series
-----------------------------------------------------------------------------
Aggressive Worldwide Flexible International Capital
Growth Growth Growth Balanced Income Growth Appreciation
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
---------- --------- --------- --------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Units outstanding at December 31, 1996..... 129,703 190,622 319,680 51,766 14,100 33,423 --
------- ------- ------- ------- ------ ------- -------
From capital transactions:
Net premiums............................. 4,146 6,158 19,120 2,260 1,522 4,872 --
Loan interest............................ (5) (37) (53) (3) (2) (135) --
Transfers (to) from the general account
of GE Life & Annuity:
Death benefits......................... -- -- (99) -- -- -- --
Surrenders............................. (22) (692) (308) (171) -- -- --
Loans.................................. (4,697) (6,214) (4,281) 1,907 (2,130) (812) --
Cost of insurance and administrative
expenses.............................. (1,702) (2,647) (4,547) (949) (137) (1,301) (9)
Transfers (to) from the Guarantee Account.. 2,380 5,134 6,252 2,912 225 9,973 --
Interfund transfers...................... 34,709 67,507 104,621 183,798 215 84,860 959
------- ------- ------- ------- ------ ------- -------
Net increase (decrease) in units from
capital transactions...................... 34,809 69,209 120,705 189,754 (307) 97,457 950
------- ------- ------- ------- ------ ------- -------
Units outstanding at December 31, 1997..... 164,512 259,831 440,385 241,520 13,793 130,880 950
------- ------- ------- ------- ------ ------- -------
From capital transactions:
Net premiums............................. 2,149 3,907 11,534 1,293 409 2,672 867
Loan interest............................ (102) (332) (131) (259) (25) (46) --
Transfers (to) from the general account
of GE Life & Annuity:
Death benefits......................... -- -- (2,881) (1,183) -- (863) --
Surrenders............................. (470) (6,229) (4,378) (338) (4,063) (4,468) --
Loans.................................. (1,267) (9,616) (4,057) (4,970) 1,652 334 (2,698)
Cost of insurance and administrative
expenses.............................. (1,289) (3,337) (4,595) (2,749) (287) (1,797) (597)
Transfers (to) from the Guarantee Account.. 425 1,109 (540) 2,947 7 5,745 --
Interfund transfers...................... (40,437) 18,470 36,057 25,041 20,985 60,164 48,939
------- ------- ------- ------- ------ ------- -------
Net increase (decrease) in units from
capital transactions...................... (40,991) 3,972 31,009 19,782 18,678 61,741 46,511
------- ------- ------- ------- ------ ------- -------
Units outstanding at December 31, 1998..... 123,521 263,803 471,394 261,302 32,471 192,621 47,461
------- ------- ------- ------- ------ ------- -------
From capital transactions:
Net premiums............................. 951 3,045 (14,576) 1,734 727 1,178 3,576
Loan interest............................ (122) (294) 445 (319) (3) 123 (56)
Transfers (to) from the general account
of GE Life & Annuity:
Death benefits......................... -- (856) 1,883 (1,042) -- -- --
Surrenders............................. (4,770) (12,134) 24,665 (16,600) -- (810) (2,035)
Loans.................................. (3,253) (4,155) 6,992 (14,729) 190 (445) (389)
Cost of insurance and administrative
expenses.............................. (1,672) (2,652) 10,281 (2,424) (310) (1,582) (1,386)
Transfers (to) from the Guarantee Account.. -- 130 (2,893) 629 -- -- --
Interfund transfers...................... 96,474 46,586 (21,666) 56,360 (6,244) (56,821) 66,036
------- ------- ------- ------- ------ ------- -------
Net increase (decrease) in units from
capital transactions...................... 87,608 29,670 5,131 23,609 (5,640) (58,357) 65,746
------- ------- ------- ------- ------ ------- -------
Units outstanding at December 31, 1999..... 211,129 293,473 476,525 284,911 26,831 134,264 113,207
======= ======= ======= ======= ====== ======= =======
</TABLE>
F-51
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(2) Summary of Significant Accounting Policies -- Continued
<TABLE>
<CAPTION>
Goldman Sachs
Variable Salomon Brothers
Insurance Variable Series
Trust Fund Inc.
-------------- ----------------
Growth Mid
and Cap Total
Income Value Strategic Return
Fund Fund Bond Fund Fund
------ ------ --------- ------
<S> <C> <C> <C> <C>
Units outstanding at December 31, 1996......... -- -- -- --
----- ------ ------ ---
From capital transactions:
Net premiums................................. -- -- -- --
Loan interest................................ -- -- -- --
Transfers (to) from the general account of GE
Life & Annuity:
Death benefits............................. -- -- -- --
Surrenders................................. -- -- -- --
Loans...................................... -- -- -- --
Cost of insurance and administrative ex-
penses.................................... -- -- -- --
Transfers (to) from the Guarantee Account.... -- -- -- --
Interfund transfers.......................... -- -- -- --
----- ------ ------ ---
Net increase (decrease) in units from capital
transactions.................................. -- -- -- --
----- ------ ------ ---
Units outstanding at December 31, 1997......... -- -- -- --
----- ------ ------ ---
From capital transactions:
Net premiums................................. -- -- -- --
Loan interest................................ -- -- -- --
Transfers (to) from the general account of GE
Life & Annuity:
Death benefits............................. -- -- -- --
Surrenders................................. -- -- -- --
Loans...................................... -- -- -- --
Cost of insurance and administrative ex-
penses.................................... -- (33) -- --
Transfers (to) from the Guarantee Account.... -- -- -- --
Interfund transfers.......................... 598 9,410 -- --
----- ------ ------ ---
Net increase (decrease) in units from capital
transactions.................................. 598 9,377 -- --
----- ------ ------ ---
Units outstanding at December 31, 1998......... 598 9,377 -- --
----- ------ ------ ---
From capital transactions:
Net premiums................................. 131 2,015 -- --
Loan interest................................ (9) 256 19 --
Transfers (to) from the general account of GE
Life & Annuity:
Death benefits............................. -- -- -- --
Surrenders................................. -- -- -- --
Loans...................................... -- -- 940 (12)
Cost of insurance and administrative ex-
penses.................................... (52) (803) (203) (6)
Transfers (to) from the Guarantee Account.... -- 6,364 -- --
Interfund transfers.......................... 6,777 11,931 9,347 624
----- ------ ------ ---
Net increase (decrease) in units from capital
transactions.................................. 6,847 19,763 10,103 606
----- ------ ------ ---
Units outstanding at December 31, 1999......... 7,445 29,140 10,103 606
===== ====== ====== ===
</TABLE>
F-52
<PAGE>
GE LIFE & ANNUITY SEPARATE ACCOUNT III
Notes to Financial Statements -- Continued
December 31, 1999
(c) Federal Income Taxes
The Account is not taxed separately because the operations of the Account
are part of the total operations of GE Life & Annuity. GE Life & Annuity is
taxed as a life insurance company under the Internal Revenue Code (the Code).
GE Life & Annuity is included in the General Electric Capital Assurance
Company consolidated federal income tax return. Under existing federal income
tax law, no taxes are payable on the investment income or on the capital gains
of the Account.
(d) Use of Estimates
Financial statements prepared in conformity with generally accepted
accounting principles require management to make estimates and assumptions
that affect amounts and disclosures reported therein. Actual results could
differ from those estimates.
(3) Related Party Transactions
The premiums transferred from GE Life & Annuity to the Account represent
gross premiums recorded by GE Life & Annuity on its variable life insurance
policies. During the first ten years following a premium payment, a charge is
deducted monthly at an effective annual rate of .50% of the premium payment
from the policy cash value to cover distribution expenses and premiums taxes.
If a policy is surrendered or lapses during the first nine years, a charge is
made by GE Life & Annuity to cover the expenses of issuing the policy. Subject
to certain limitations, the charge generally equals 6% of the premium
withdrawn in the first four years, and this charge decreases 1% per year for
every year thereafter. A charge equal to the lesser of $25 or 2% of the amount
paid on a partial surrender will be made to compensate GE Life & Annuity for
the costs incurred in connection with the partial surrender.
A charge based on the policy specified amount of insurance, death benefit
option, cash values, duration, the insured's sex, issue age and risk class is
deducted from the policy cash values each month to GE Life & Annuity for the
cost of insurance. In addition, GE Life & Annuity charges the Account for the
mortality and expense (M&E) risk that GE Life & Annuity assumes. This M&E
charge is deducted daily and equals the effective annual rate of .90% of the
net assets of the Account. GE Life & Annuity also charges the Account for
certain administrative charges which are deducted daily at the effective
annual rate of .40% of the net assets of the Account.
GE Investments Funds, Inc. (the Fund) is an open-end diversified management
investment company.
Capital Brokerage Corporation, an affiliate of GE Life & Annuity, is a
Washington Corporation registered with the Commission under the Securities
Exchange Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. Capital Brokerage Corporation serves
as principal underwriter for variable life insurance policies and variable
annuities issued by GE Life & Annuity.
GE Investment Management Incorporated (Investment Advisor), a wholly-owned
subsidiary of GE, currently serves as investment advisor to GE Investments
Funds, Inc. As compensation for its services, the Investment Advisor is paid
an investment advisory fee by the Fund based on the average daily net assets
at an effective annual rate of .35% for the S&P 500 Index Fund, .50% for the
Money Market, Income, and Total Return Funds, 1.00% for the International
Equity Fund, .85% for the Real Estate Securities Fund, .60% for the Global
Income Fund, .55% for the U.S. Equity Fund and .65% for the Value Equity and
Premier Growth Equity Funds. Prior to May 1, 1997, Aon Advisors, Inc. served
as investment advisor to the Fund and was subject to the same compensation
arrangement as GE Investment Management Incorporated.
Certain officers and directors of GE Life & Annuity are also officers and
directors of Capital Brokerage Corporation.
F-53
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
(With Independent Auditors' Report Thereon)
F-54
<PAGE>
Independent Auditors' Report
The Board of Directors
GE Life and Annuity Assurance Company:
We have audited the accompanying consolidated balance sheets of GE Life and
Annuity Assurance Company and subsidiary as of December 31, 1999 and 1998, and
the related consolidated statements of income, shareholders' interest, and
cash flows for each of the years in the three-year period ended December 31,
1999. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion of these
consolidated 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.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GE Life
and Annuity Assurance Company and subsidiary as of December 31, 1999 and 1998,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
As discussed in note 15 to the consolidated financial statements, the
Company changed its method of accounting for insurance-related assessments in
1999.
/s/ KPMG LLP
Richmond, Virginia
January 21, 2000
F-55
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in millions, except per share amounts)
<TABLE>
<CAPTION>
December 31,
--------------------
1999 1998
--------- ---------
<S> <C> <C>
Assets
Investments:
Fixed maturities available-for-sale, at fair value....... $ 8,033.7 $ 7,022.8
Equity securities available-for-sale, at fair value:
Common stocks........................................... 9.2 6.1
Preferred stocks, non-redeemable........................ 23.9 48.3
Investment in subsidiary................................. 2.6 2.6
Mortgage loans, net of valuation allowance of $23.3 and
$20.9 at December 31, 1999 and 1998, respectively....... 810.5 745.8
Policy loans............................................. 58.5 204.4
Real estate owned........................................ 2.5 2.5
Other invested assets.................................... 141.5 130.8
--------- ---------
Total investments....................................... 9,082.4 8,163.3
--------- ---------
Cash...................................................... 21.2 11.1
Accrued investment income................................. 190.2 141.5
Deferred acquisition costs................................ 482.5 282.8
Intangible assets......................................... 472.8 458.3
Reinsurance recoverable................................... 72.4 68.9
Deferred income tax asset................................. 120.3 42.1
Other assets.............................................. 269.7 64.2
Separate account assets................................... 9,245.8 5,528.7
--------- ---------
Total Assets............................................ $19,957.3 $14,760.9
========= =========
Liabilities and Shareholders' Interest
Liabilities:
Future annuity and contract benefits..................... $ 9,063.0 $ 7,538.1
Liability for policy and contract claims................. 110.7 154.2
Other policyholder liabilities........................... 138.8 118.9
Accounts payable and accrued expenses.................... 193.3 127.2
Separate account liabilities............................. 9,245.8 5,528.7
--------- ---------
Total liabilities....................................... 18,751.6 13,467.1
--------- ---------
Shareholders' interest:
Net unrealized investment gains (losses)................. (134.2) 57.8
--------- ---------
Accumulated non-owner changes in equity.................. (134.2) 57.8
Preferred stock, Series A ($1,000 par value, $1,000 re-
demption and liquidation value, 200,000 shares autho-
rized, 120,000 shares issued and outstanding)........... 120.0 120.0
Common stock ($1,000 par value, 50,000 authorized, 25,651
shares issued and outstanding in 1999; 7,010 issued and
outstanding, 18,641 declared but not issued in 1998).... 25.6 25.6
Additional paid-in capital............................... 1,050.7 1,050.1
Retained earnings........................................ 143.6 40.3
--------- ---------
Total shareholders' interest............................ 1,205.7 1,293.8
--------- ---------
Total Liabilities and Shareholders' Interest............ $19,957.3 $14,760.9
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-56
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in millions)
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Revenues:
Net investment income............................. $ 638.2 $ 574.7 $ 562.7
Net realized investment gains..................... 12.0 29.6 19.0
Premiums.......................................... 123.9 123.1 171.8
Cost of insurance................................. 129.0 128.5 127.2
Variable product fees............................. 90.2 60.8 44.4
Other income...................................... 24.6 22.3 23.7
-------- ------- -------
Total revenues................................... 1,017.9 939.0 948.8
-------- ------- -------
Benefits and expenses:
Interest credited................................. 440.8 378.4 373.7
Benefits and other changes in policy reserves..... 214.7 178.4 217.2
Commissions....................................... 192.1 112.8 139.1
General expenses.................................. 124.7 111.0 92.2
Amortization of intangibles, net.................. 58.3 64.8 69.7
Change in deferred acquisition costs, net......... (179.1) (74.7) (112.6)
Interest expense.................................. 1.9 2.2 --
-------- ------- -------
Total benefits and expenses...................... 853.4 772.9 779.3
-------- ------- -------
Income before income taxes and cumulative effect
of accounting change............................ 164.5 166.1 169.5
Provision for income taxes......................... 56.6 60.3 62.1
-------- ------- -------
Income before cumulative effect of accounting
change.......................................... 107.9 105.8 107.4
-------- ------- -------
Cumulative effect of accounting change, net of
tax............................................... 5.0 -- --
-------- ------- -------
Net Income....................................... $ 112.9 $ 105.8 $ 107.4
======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-57
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INTEREST
(Dollar amounts in millions)
<TABLE>
<CAPTION>
Common Stock
Preferred Declared Accumulated
Stock Common Stock but not Issued Additional Non-owner Total
-------------- ------------- --------------- Paid-In Changes Retained Shareholders'
Shares Amount Shares Amount Shares Amount Capital in Equity Earnings Interest
------- ------ ------ ------ ------- ------ ---------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31,
1996................... -- -- 7,010 7.0 -- -- 1,060.6 25.8 85.7 1,179.1
Changes other than
transactions with
shareholders:
Net income............. -- -- -- -- -- -- -- -- 107.4 107.4
Net unrealized gains on
investment securities
(a)................... -- -- -- -- -- -- -- 61.9 -- 61.9
-------
Total changes other
than transactions with
shareholders.......... 169.3
Adjustment to reflect
purchase method........ -- -- -- -- -- -- (2.2) -- -- (2.2)
------- ----- ------ ---- ------- ----- ------- ------ ------ -------
Balances at December 31,
1997................... -- -- 7,010 7.0 -- -- 1,058.4 87.7 193.1 1,346.2
Changes other than
transactions with
shareholders:
Net income............. -- -- -- -- -- -- -- -- 105.8 105.8
Net unrealized losses
on investment securi-
ties (a).............. -- -- -- -- -- -- -- (29.9) -- (29.9)
-------
Total changes other
than transactions with
shareholders.......... 75.9
Cash dividend declared
and paid............... -- -- -- -- -- -- -- -- (120.0) (120.0)
Preferred stock divi-
dend................... 120,000 120.0 -- -- -- -- -- -- (120.0) --
Common stock dividend
declared but not is-
sued................... -- -- -- -- 18,641 18.6 -- -- (18.6) --
Adjustment to reflect
purchase method........ -- -- -- -- -- -- (8.3) -- -- (8.3)
------- ----- ------ ---- ------- ----- ------- ------ ------ -------
Balances at December 31,
1998................... 120,000 120.0 7,010 7.0 18,641 18.6 1,050.1 57.8 40.3 1,293.8
Changes other than
transactions with
shareholders:
Net income............. -- -- -- -- -- -- -- -- 112.9 112.9
Net unrealized losses
on investment securi-
ties (a).............. -- -- -- -- -- -- -- (192.0) -- (192.0)
-------
Total changes other
than transactions with
shareholders.......... (79.1)
Cash dividend declared
and paid............... -- -- -- -- -- -- -- -- (9.6) (9.6)
Common stock issued..... -- -- 18,641 18.6 (18,641) (18.6) -- -- -- --
Adjustment to reflect
purchase method........ -- -- -- -- -- -- 0.6 -- -- 0.6
------- ----- ------ ---- ------- ----- ------- ------ ------ -------
Balances at December 31,
1999................... 120,000 120.0 25,651 25.6 -- -- 1,050.7 (134.2) 143.6 1,205.7
======= ===== ====== ==== ======= ===== ======= ====== ====== =======
</TABLE>
- -------
(a) Presented net of deferred taxes of $72.2, $(31.1) and $(47.2) in 1999,
1998, and 1997, respectively.
See accompanying notes to consolidated financial statements.
F-58
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income................................... $ 112.9 $ 105.8 $ 107.4
--------- --------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Cost of insurance and surrender fees........ (169.5) (171.6) (170.7)
Increase in future policy benefits.......... 565.5 440.6 461.2
Net realized investment gains............... (12.0) (29.6) (19.0)
Amortization of investment premiums and dis-
counts..................................... (1.3) (1.3) 4.7
Amortization of intangibles................. 58.3 64.8 69.7
Deferred income tax expense (benefit)....... 25.0 29.5 (9.6)
Change in certain assets and liabilities:
Decrease (increase) in:
Accrued investment income................. (48.6) 1.5 (5.7)
Deferred acquisition costs................ (179.1) (74.7) (112.6)
Other assets, net......................... (200.1) (30.3) (14.3)
Increase (decrease) in:
Policy and contract claims................ (43.4) 18.0 36.4
Other policyholder liabilities............ 20.0 2.5 (0.4)
Accounts payable and accrued expenses..... 73.8 19.6 (113.3)
--------- --------- ---------
Total adjustments........................ 88.6 269.0 126.4
--------- --------- ---------
Net cash provided by operating activi-
ties.................................... 201.5 374.8 233.8
--------- --------- ---------
Cash flows from investing activities:
Proceeds from sales and maturities of
investment securities and other invested
assets...................................... 1,702.2 2,238.0 992.3
Principal collected on mortgage loans........ 103.3 138.3 91.8
Proceeds collected from securitization....... 145.1 -- --
Purchase of investment securities and other
invested assets............................. (3,086.2) (2,685.4) (1,232.6)
Mortgage loans originations and increase in
policy loans................................ (170.4) (212.3) (121.5)
--------- --------- ---------
Net cash used in investing activities.... (1,306.0) (521.4) (270.0)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of investment con-
tracts...................................... 4,717.6 2,280.0 1,961.9
Redemption and benefit payments on investment
contracts................................... (3,593.4) (2,016.2) (1,973.4)
Cash dividend to shareholders................ (9.6) (120.0) --
--------- --------- ---------
Net cash provided by (used in) financing
activities.............................. 1,114.6 143.8 (11.5)
--------- --------- ---------
Net increase (decrease) in cash and
equivalents............................. 10.1 (2.8) (47.7)
Cash and cash equivalents at beginning of
year......................................... 11.1 13.9 61.6
--------- --------- ---------
Cash and cash equivalents at end of year...... $ 21.2 $ 11.1 $ 13.9
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-59
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(1) Summary of Significant Accounting Policies
(a) Principles of Consolidation
The accompanying consolidated financial statements include the historical
operations and accounts of GE Life and Annuity Assurance Company and its
subsidiary, Assigned Settlements Inc. (collectively the "Company" or
"GELAAC"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
Effective January 1, 1999, an affiliated company, The Harvest Life
Insurance Company ("Harvest") merged into The Life Insurance Company of
Virginia ("LOV") with the merged Company renamed GE Life and Annuity Assurance
Company ("GELAAC"). Harvest's former parent, Federal Home Life Insurance
Company ("FHLIC"), received common stock of GELAAC in exchange for its
interest in Harvest. FHLIC is an indirect wholly-owned subsidiary of GE
Financial Assurance Holdings, Inc. ("GEFAHI"). As the merged entities were
under common control, the transaction has been accounted for similar to a
pooling of interests. Accordingly, the GELAAC consolidated financial
statements have been restated for the years ended December 31, 1998 and 1997
as if Harvest had been a part of LOV as of January 1, 1997.
The majority of GELAAC's outstanding common stock is owned by General
Electric Capital Assurance Company ("GECA"). GECA is a wholly-owned subsidiary
of GEFAHI, which is an indirect wholly-owned subsidiary of General Electric
Capital Corporation ("GECC"). GECC is an indirect wholly-owned subsidiary of
General Electric Company.
(b) Basis of Presentation
The accompanying consolidated financial statements have been prepared on
the basis of generally accepted accounting principles ("GAAP") for insurance
companies, which vary in several respects from accounting practices prescribed
or permitted by the Insurance Commissioner of the state where the Company is
domiciled. The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts and related disclosures. Actual results could differ from those
estimates.
(c) Products
The Company's product offerings are divided along two major segments of
consumer needs: (i) Wealth Accumulation and Transfer and (ii) Lifestyle
Protection and Enhancement.
The Company's principal product lines under the Wealth Accumulation and
Transfer segment are (i) annuities (deferred and immediate; either fixed or
variable); (ii) life insurance (universal, ordinary and group), (iii)
guaranteed investment contracts ("GICs") including funding agreements and (iv)
mutual funds. Wealth Accumulation and Transfer products are used by customers
as vehicles for accumulating wealth, often on a tax-deferred basis,
transferring wealth to beneficiaries, or providing a means to replace the
insured's income in the event of premature death. The Company's distribution
of Wealth Accumulation and Transfer products is accomplished through two
distribution methods: (i) intermediaries and (ii) career or dedicated sales
forces.
The Company's principal product lines under the Lifestyle Protection and
Enhancement segment are (i) long-term care insurance and (ii) supplemental
accident and health insurance. Lifestyle Protection and Enhancement products
are used by customers as vehicles to protect their income and assets from the
adverse economic impacts of significant health care costs or other
unanticipated events that cause temporary or permanent loss of earnings
capabilities (including the ability to repay certain indebtedness). The
Company's distribution of Lifestyle Protection and Enhancement products is
accomplished through two distribution methods: (i) intermediaries and (ii)
career or dedicated sales forces.
Approximately 17%, 20% and 27% of premium and annuity consideration
collected, in 1999, 1998, and 1997, respectively, came from customers residing
in the South Atlantic region of the United States, and approximately 17%, 27%
and 13% of premium and annuity consideration collected, in 1999, 1998, and
1997, respectively, came from customers residing in the Mid-Atlantic region of
the United States.
F-60
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(1) Summary of Significant Accounting Policies -- Continued
Although the Company markets its products through numerous distributors,
approximately 28%, 20% and 19% of the Company's sales in 1999, 1998, and 1997,
respectively, have been through two specific national stockbrokerage firms
(part of the Wealth Accumulation and Transfer segment.) Loss of all or a
substantial portion of the business provided by these stockbrokerage firms
could have a material adverse effect on the business and operations of the
Company. The Company does not believe, however, that the loss of such business
would have a long-term adverse effect because of the Company's competitive
position in the marketplace and the availability of business from other
distributors.
(d) Revenues
Investment income is recorded when earned. Realized investment gains and
losses are calculated on the basis of specific identification. Premiums on
long-duration insurance products are recognized as earned when due or, in the
case of life contingent immediate annuities, when the contracts are issued.
Premiums received under annuity contracts without significant mortality risk
and premiums received on universal life products are not reported as revenues
but as future annuity and contract benefits. Cost of insurance is charged to
universal life policyholders based upon at risk amounts, and is recognized as
revenue when due. Variable product fees are charged to variable annuity and
variable life policyholders based upon the daily net assets of the
policyholders' account values, and are recognized as revenue when charged.
Other income consists primarily of surrender charges on certain policies.
Surrender charges are recognized as income when the policy is surrendered.
(e) Investments
The Company has designated its fixed maturities (bonds, notes, mortgage-
backed securities, asset-backed securities, and redeemable preferred stock)
and equity securities (common and non-redeemable preferred stock) as
available-for-sale. The fair value for fixed maturities and equity securities
is based on individual quoted market prices, where available. For fixed
maturities not actively traded, fair values are estimated using values
obtained from independent pricing services or, in the case of private
placements, are estimated by discounting expected future cash flows using a
current market rate applicable to the credit quality, call features and
maturity of the investments, as applicable.
Changes in the market values of investments available-for-sale, net of the
effect on deferred policy acquisition costs, present value of future profits
and deferred federal income taxes are reflected as unrealized investment gains
or losses and, accordingly, have no effect on net income, but are shown as a
separate component of accumulated non-owner changes in equity in the
consolidated statements of shareholders' interest. Unrealized losses that are
considered other than temporary are recognized in earnings through an
adjustment to the amortized cost basis of the underlying securities.
Additionally, reserves for mortgage loans and certain other long-term
investments are established based on an evaluation of the respective
investment portfolio, past credit loss experience, and current economic
conditions. Writedowns and the change in reserves are included in realized
investment gains and losses in the consolidated statements of income. In
general, the Company ceases to accrue investment income when interest or
dividend payments are 90 days in arrears.
Investment income on mortgage-backed and asset-backed securities is
initially based upon yield, cash flow and prepayment assumptions at the date
of purchase. Subsequent revisions in those assumptions are recorded using the
retrospective method, whereby the amortized cost of the securities is adjusted
to the amount that would have existed had the revised assumptions been in
place at the date of purchase. The adjustments to amortized cost are recorded
as a charge or credit to investment income. Realized gains and losses are
accounted for on the specific identification method.
Mortgage loans and policy loans are carried at their unpaid principal
balance, net of allowances for estimated uncollectible amounts. Short-term
investments are carried at amortized cost which approximates fair value.
Equity securities are carried at fair value. Investments in limited
partnerships are accounted for under the equity method of accounting. Real
estate is carried generally at cost less accumulated depreciation. Other long-
term investments are carried generally at amortized cost.
F-61
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(1) Summary of Significant Accounting Policies -- Continued
Under certain securities lending transactions, the Company requires the
borrower provide collateral, consisting primarily of cash and government
securities, on a daily basis, in amounts equal to or exceeding 102% of the
market value of the applicable securities loaned.
(f) Deferred Acquisition Costs
Acquisition costs include costs and expenses which vary with and are
primarily related to the acquisition of insurance and investment contracts.
Deferred acquisition costs include first-year commissions in excess of
recurring renewal commissions, certain solicitation and printing costs, and
certain support costs such as underwriting and policy issue expenses. For
investment and universal life type contracts, amortization is based on the
present value of anticipated gross profits from investments, interest
credited, surrender and other policy charges, and mortality and maintenance
expenses. Amortization is adjusted retroactively when current or estimates of
future gross profits to be realized are revised. For other long-duration
insurance contracts, the acquisition costs are amortized in relation to the
estimated benefit payments or the present value of expected future premiums.
Deferred acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income, and, if not
considered recoverable, are charged to expense.
(g) Intangible Assets
Present Value of Future Profits -- In conjunction with the acquisition of
the Company, a portion of the purchase price was assigned to the right to
receive future gross profits arising from existing insurance and investment
contracts. This intangible asset, called present value of future profits
(PVFP), represents the actuarially determined present value of the projected
future cash flows from the acquired policies.
Goodwill -- Goodwill is amortized over a period of 20 years on the
straight-line method. Goodwill in excess of associated expected operating cash
flows is considered to be impaired and is written down to fair value. No such
write-downs have occurred.
(h) Federal Income Taxes
Deferred income taxes have been provided for the effects of temporary
differences between financial reporting and tax bases of assets and
liabilities and have been measured using the enacted marginal tax rates and
laws that are currently in effect.
(i) Reinsurance
Premium revenue, benefits, underwriting, acquisition and insurance expenses
are reported net of the amounts relating to reinsurance ceded to other
companies. Amounts due from reinsurers for incurred future claims are
reflected in the reinsurance recoverable asset. The cost of reinsurance is
accounted for over the terms of the related treaties using assumptions
consistent with those used to account for the underlying reinsured policies.
(j) Future Annuity and Contract Benefits
Future annuity and contract benefits consist of the liability for
investment contracts, insurance contracts and accident and health contracts.
Investment contract liabilities are generally equal to the policyholder's
current account value. The liability for insurance and accident and health
contracts is calculated based upon actuarial assumptions as to mortality,
morbidity, interest, expense and withdrawals, with experience adjustments for
adverse deviation where appropriate.
F-62
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(1) Summary of Significant Accounting Policies -- Continued
(k) Liability for Policy and Contract Claims
The liability for policy and contract claims represents the amount needed
to provide for the estimated ultimate cost of settling claims relating to
insured events that have occurred on or before the end of the respective
reporting period. The estimated liability includes requirements for future
payments of (a) claims that have been reported to the insurer, and (b) claims
related to insured events that have occurred but that have not been reported
to the insurer as of the date the liability is estimated.
(l) Separate Account Assets and Liabilities
The separate account assets and liabilities represent funds held for the
exclusive benefit of the variable annuity and variable life contract owners.
The Company receives mortality risk fees and administration charges from the
variable mutual fund portfolios. The separate account assets are carried at
fair value and are equivalent to the liabilities that represent the
policyholders' equity in those assets.
The Company has periodically transferred capital to the separate accounts
to provide for the initial purchase of investments in new mutual fund
portfolios. As of December 31, 1999, approximately $44.3 of the Company's
other invested assets related to its capital investments in the separate
accounts.
(m) Interest Rate Risk Management
As a matter of policy, the Company does not engage in derivatives trading,
market-making or other speculative activities.
The Company uses interest rate floors primarily to minimize risk on
investment contracts with minimum guaranteed interest rates. The Company
requires all interest rate floors to be designated and accounted for as hedges
of specific assets, liabilities or committed transactions; resulting payments
and receipts are recognized contemporaneously with effects of hedged
transactions. A payment or receipt arising from early termination of an
effective hedge is accounted for as an adjustment to the basis of the hedged
transaction.
Instruments used as hedges must be effective at reducing the risk
associated with the exposure being hedged and must be designated as a hedge at
the inception of the contract. Accordingly, changes in market values of hedged
instruments must be highly correlated with changes in market values of
underlying hedges items both at inception of the hedge and over the life of
the hedge contract. Any instrument designated but ineffective as a hedge is
marked to market and recognized in operations immediately.
(2) Investments
(a) General
The sources of investment income of the Company for the years ended
December 31, were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Fixed maturities..................................... $560.1 $489.8 $477.2
Equity securities.................................... -- 4.9 7.3
Mortgage loans....................................... 66.9 64.2 61.0
Policy loans......................................... 14.0 14.4 13.7
Other investments.................................... 2.5 6.7 9.0
------ ------ ------
Gross investment income.............................. 643.5 580.0 568.2
Investment expenses.................................. (5.3) (5.3) (5.5)
------ ------ ------
Net investment income................................ $638.2 $574.7 $562.7
====== ====== ======
</TABLE>
F-63
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(2) Investments -- Continued
For the years ended December 31, sales proceeds and gross realized
investment gains and losses from the sales of investment securities available-
for-sale were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ -------- ------
<S> <C> <C> <C>
Sales proceeds..................................... $590.3 $1,330.0 $483.6
====== ======== ======
Gross realized investment:
Gains............................................. 28.6 43.8 24.5
Losses............................................ (16.6) (14.2) (5.5)
------ -------- ------
Net realized investment gains...................... $ 12.0 $ 29.6 $ 19.0
====== ======== ======
</TABLE>
The additional proceeds from the investments presented in the consolidated
statements of cash flows result from principal collected on mortgage-backed
securities, asset-backed securities, maturities, calls and sinking fund
payments.
Net unrealized gains and losses on investment securities and other invested
assets classified as available-for-sale are reduced by deferred income taxes
and adjustments to the present value of future profits and deferred policy
acquisition costs that would have resulted had such gains and losses been
realized. Net unrealized gains and losses on available-for-sale investment
securities and other invested assets reflected as a separate component of
shareholders' interest as of December 31, are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------- ------ ------
<S> <C> <C> <C>
Net unrealized gains/(losses) on available-for-sale
investment securities and other invested assets
before adjustments:
Fixed maturities.................................... $(245.0) $138.2 $192.2
Equity securities................................... (0.4) 5.5 14.6
Other invested assets............................... (4.1) 2.3 6.4
------- ------ ------
Subtotal........................................... (249.5) 146.0 213.2
------- ------ ------
Adjustments to the present value of future profits
and deferred acquisition costs 43.1 (57.1) (78.3)
Deferred income taxes................................ 72.2 (31.1) (47.2)
------- ------ ------
Net unrealized gains/(losses)...................... $(134.2) $ 57.8 $ 87.7
======= ====== ======
</TABLE>
At December 31, the amortized cost, gross unrealized gains and losses, and
fair values of the Company's fixed maturities and equity securities available-
for-sale were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Fair
1999 cost gains losses value
- ---- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Fixed maturities:
U.S. government and agency........... $ 9.8 $ 0.1 $ (0.2) $ 9.7
State and municipal.................. 1.5 -- -- 1.5
Non-U.S. government.................. 3.0 -- (0.2) 2.8
U.S. corporate....................... 4,936.3 21.4 (227.6) 4,730.1
Non-U.S. corporate................... 624.6 8.1 (17.8) 614.9
Mortgage-backed...................... 1,696.5 16.9 (27.4) 1,686.0
Asset-backed......................... 1,007.0 1.5 (19.8) 988.7
-------- ----- ------- --------
Total fixed maturities............. 8,278.7 48.0 (293.0) 8,033.7
Common stocks and non-redeemable
preferred stocks.................... 33.5 1.3 (1.7) 33.1
-------- ----- ------- --------
Total available-for-sale securities.. $8,312.2 $49.3 $(294.7) $8,066.8
======== ===== ======= ========
</TABLE>
F-64
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(2) Investments -- Continued
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Fair
1998 cost gains losses value
- ---- --------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Fixed maturites:
U.S. government and agency........... $ 66.3 $ 2.2 $ (0.1) $ 68.4
State and municipal.................. 1.6 0.4 -- 2.0
Non-U.S. government.................. 3.0 -- (0.4) 2.6
U.S. corporate....................... 4,223.8 142.2 (54.6) 4,311.4
Non-U.S. corporate................... 314.3 6.4 (9.0) 311.7
Mortgage-backed...................... 1,665.0 58 (9) 1,714.0
Asset-backed......................... 610.6 7.8 (5.7) 612.7
-------- ------ ------ --------
Total fixed maturities............. 6,884.6 217.0 (78.8) 7,022.8
Common stocks and non-redeemable
preferred stocks.................... 48.9 5.8 (0.3) 54.4
-------- ------ ------ --------
Total available-for-sale securities.. $6,933.5 $222.8 $(79.1) $7,077.2
======== ====== ====== ========
</TABLE>
The scheduled maturity distribution of the fixed maturity portfolio at
December 31, 1999 follows. Expected maturities may differ from scheduled
contractual maturities because issuers of securities may have the right to
call or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
--------- --------
<S> <C> <C>
Due in one year or less.................................. $ 332.4 $ 329.7
Due one year through five years.......................... 2,222.5 2,170.0
Due five years through ten years......................... 1,663.2 1,565.5
Due after ten years...................................... 1,357.1 1,293.8
-------- --------
Subtotals.............................................. 5,575.2 5,359.0
Mortgage-backed securities............................... 1,696.5 1,686.0
Asset-backed securities.................................. 1,007.0 988.7
-------- --------
Totals................................................. $8,278.7 $8,033.7
======== ========
</TABLE>
As required by law, the Company has investments on deposit with
governmental authorities and banks for the protection of policyholders of $5.9
and $10.8 as of December 31, 1999 and 1998, respectively.
As of December 31, 1999, approximately 26.1% and 16.1% of the Company's
investment portfolio is comprised of securities issued by the manufacturing
and financial industries, respectively, the vast majority of which are rated
investment grade, and which are senior secured bonds. No other industry group
comprises more than 10% of the Company's investment portfolio. This portfolio
is widely diversified among various geographic regions in the United States,
and is not dependent on the economic stability of one particular region.
As of December 31, 1999 the Company did not hold any fixed maturity
securities which exceeded 10% of shareholders' interest.
F-65
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(2) Investments -- Continued
The credit quality of the fixed maturity portfolio at December 31, follows.
The categories are based on the higher of the ratings published by Standard &
Poors or Moody's.
<TABLE>
<CAPTION>
1999 1998
---------------- ----------------
Fair Fair
value Percent value Percent
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Agencies and treasuries.................... $ 284.7 3.5% $ 536.0 7.6%
AAA/Aaa.................................... 2,080.7 25.9 1,696.1 24.2
AA/Aa...................................... 461.7 5.7 415.2 5.9
A/A........................................ 1,807.5 22.5 1,388.8 19.8
BBB/Baa.................................... 2,078.2 25.9 1,980.8 28.2
BB/Ba...................................... 368.2 4.6 401.5 5.7
B/B........................................ 191.6 2.4 188.5 2.7
CCC/Ca..................................... 0.7 0.0 -- --
CC/Ca...................................... 0.1 0.0 -- --
Not rated.................................. 760.3 9.5 415.9 5.9
-------- ----- -------- -----
Totals..................................... $8,033.7 100.0% $7,022.8 100.0%
======== ===== ======== =====
</TABLE>
Bonds with ratings ranging from AAA/Aaa to BBB-/Baa are generally regarded
as investment grade securities. Some agencies and treasuries (that is, those
securities issued by the United States government or an agency thereof) are
not rated, but all are considered to be investment grade securities. Finally,
some securities, such as private placements, have not been assigned a rating
by any rating service and are therefore categorized as "not rated." This has
neither positive nor negative implications regarding the value of the
security.
At December 31, 1999 and 1998, there were fixed maturities in default with
a fair value of $1.0 and $4.5, respectively.
(b) Mortgage and Real Estate Portfolio
The Company's mortgage and real estate portfolio is distributed by
geographic location and type. However, the Company has concentration exposures
in certain regions and in certain types as shown in the following two tables.
Geographic distribution as of December 31, 1999:
<TABLE>
<CAPTION>
Mortgage Real Estate
-------- -----------
<S> <C> <C>
South Atlantic.......................................... 30.0% 100.0%
Pacific................................................. 26.0 --
East North Central...................................... 15.0 --
West South Central...................................... 10.0 --
Mountain................................................ 5.0 --
Other................................................... 14.0 --
----- -----
Totals.................................................. 100.0% 100.0%
===== =====
</TABLE>
F-66
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(2) Investments -- Continued
Type distribution as of December 31, 1999:
<TABLE>
<CAPTION>
Mortgage Real Estate
-------- -----------
<S> <C> <C>
Office Building......................................... 22.0% -- %
Retail.................................................. 30.0 100.0
Industrial.............................................. 23.0 --
Apartments.............................................. 15.0 --
Other................................................... 10.0 --
----- -----
Totals.................................................. 100.0% 100.0%
===== =====
</TABLE>
"Impaired" loans are defined under generally accepted accounting principles
as loans for which it is probable that the lender will be unable to collect
all amounts due according to the original contractual terms of the loan
agreement. That definition excludes, among other things, leases or large
groups of smaller-balance homogenous loans, and therefore applies principally
to the Company's commercial loans.
Under these principles, the Company has two types of "impaired" loans as of
December 31, 1999 and 1998: loans requiring allowances for losses and loans
expected to be fully recoverable because the carrying amount has been reduced
previously through charge-offs or deferral of income recognition ($12.5 and
$11.3, respectively). There was no allowance for losses on these loans as of
December 31, 1999 or 1998. Average investment in impaired loans during 1999,
1998 and 1997 was $15.0, $20.0 and $23.0 and interest income earned on these
loans while they were considered impaired was $2.6, $1.8 and $2.0 for the
years ended 1999, 1998 and 1997, respectively.
The following table shows the activity in the allowance for losses during
the years ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Balance on January 1...................................... $20.9 $17.7 $21.0
Provision charged to operations........................... 1.6 1.5 1.4
Amounts written off, net of recoveries.................... 0.8 1.7 (4.7)
----- ----- -----
Balance at December 31.................................... $23.3 $20.9 $17.7
===== ===== =====
</TABLE>
The allowance for losses on mortgage loans at December 31, 1999 and 1998
represented 2.8% and 2.7% of gross mortgage loans, respectively.
The Company had $4.5 and $5.6 of non-income producing mortgage loan
investments as of December 31, 1999 and 1998 respectively.
(3) Deferred Acquisition Costs
Activity impacting deferred policy acquisition costs for the years ended
December 31, was as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Unamortized balance -- at January 1................ $296.1 $221.4 $108.8
Costs deferred..................................... 218.9 107.0 130.6
Amortization, net.................................. (39.8) (32.3) (18.0)
------ ------ ------
Unamortized balance -- at December 31.............. 475.2 296.1 221.4
Cumulative effect of net unrealized investment
(gains) losses.................................... 7.3 (13.3) (14.8)
------ ------ ------
Balance at December 31............................. $482.5 $282.8 $206.6
====== ====== ======
</TABLE>
F-67
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(4) Intangibles
(a) Present Value of Future Profits
PVFP reflects the estimated fair value of the Company's life insurance
business in-force and represents the portion of the cost to acquire the
Company that is allocated to the value of the right to receive future cash
flows from investment and insurance contracts existing at the date of
acquisition. Such value is the present value of the actuarially determined
projected cash flows for the acquired policies discounted at an appropriate
rate.
PVFP is amortized, net of accreted interest, in a manner similar to the
amortization of deferred acquisition costs. Interest accretes at rates
credited to policyholders on underlying contracts. Recoverability of PVFP is
evaluated periodically by comparing the current estimate of expected future
gross profits to the unamortized asset balance. If such a comparison indicates
that the expected gross profits will not be sufficient to recover PVFP, the
difference is charged to expense.
PVFP is further adjusted to reflect the impact of unrealized gains or
losses on fixed maturities classified as available for sale in the investment
portfolios. Such adjustments are not recorded in the Company's net income but
rather as a credit or charge to shareholders' interest, net of applicable
income tax.
The components of PVFP are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Unamortized balance -- at January 1................ $367.0 $426.9 $487.9
Interest accreted at 7.19%, 6.25% and 6.75% for
1999, 1998, and 1997, respectively................ 21.9 24.0 28.4
Amortization....................................... (74.1) (83.9) (89.4)
------ ------ ------
Unamortized balance -- at December 31.............. 314.8 367.0 426.9
Cumulative effect of net unrealized investment
(gains) losses.................................... 35.8 (43.8) (63.5)
------ ------ ------
Balance at December 31............................. $350.6 $323.2 $363.4
====== ====== ======
</TABLE>
The estimated percentage of the December 31, 1999 balance, before the
effect of unrealized investment gains or losses, to be amortized over each of
the next five years is as follows:
<TABLE>
<S> <C>
2000................................... 14.7%
2001................................... 12.4
2002................................... 10.2
2003................................... 8.5
2004................................... 7.2
</TABLE>
(b) Goodwill
Goodwill represents the excess of purchase price over the fair value of the
assets acquired, less the fair value of the liabilities assumed which has been
pushed-down to the consolidated financial statements by the Company's parent.
Adjustments to the purchase price related to pre-acquisition contingencies are
recorded as adjustments to goodwill in the period in which they are resolved.
At December 31, 1999 and 1998, total unamortized goodwill was $121.4 and
$134.2, respectively, which is shown net of accumulated amortization and
adjustments of $36.1 and $50.9 for the years ended December 31, 1999 and 1998,
respectively. Goodwill amortization was $6.0, $4.9, and $8.7 for the years
ending December 31, 1999, 1998 and 1997, respectively. Adjustments to goodwill
totaled ($6.8), ($27.6) and ($1.9) for the years ending December 31, 1999,
1998 and 1997, respectively.
(5) Reinsurance and Claim Reserves
GELAAC is involved in both the cession and assumption of reinsurance with
other companies. Although these reinsurance agreements contractually obligate
the reinsurers to reimburse the Company, they do not discharge the
F-68
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(5) Reinsurance and Claim Reserves -- Continued
Company from its primary liabilities and the Company remains liable to the
extent that the reinsuring companies are unable to meet their obligations.
In order to limit the amount of loss retention, certain policy risks are
reinsured with other insurance companies. The maximum of individual ordinary
life insurance normally retained by the Company on any one life policy is $1.
The Company does not have significant reinsurance contracts with any one
reinsurer that could have a material impact on its results of operations.
A summary of reinsurance activity is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Direct............................................... $348.0 $427.5 $412.7
Assumed.............................................. 17.9 19.2 20.7
Ceded................................................ (113.0) (195.1) (134.4)
------ ------ ------
Net premiums earned.................................. $252.9 $251.6 $299.0
------ ------ ------
Percentage of amount assumed to net.................. 7% 8% 7%
====== ====== ======
</TABLE>
Due to the nature of the Company's insurance contracts, premiums earned
approximate premiums written. The above premium amounts include cost of
insurance charges on universal life policies.
During 1998 and 1997, a significant portion of GELAAC's ceded premiums
related to group life and health premiums. During 1998 and 1997, GELAAC was
the primary carrier for the State of Virginia employees group life and health
plan. By statute, GELAAC had to reinsure these risks with other Virginia
domiciled companies who wished to participate.
Incurred losses and loss adjustment expenses are net of reinsurance of
$68.2, $112.4 and $85.6 for the years ended December 31, 1999, 1998 and 1997,
respectively.
(6) Future Annuity and Contract Benefits
(a) Investment Contracts
Investment contracts are broadly defined to include contracts without
significant mortality or morbidity risk. Payments received from sales of
investment contracts are recognized by providing a liability equal to the
current account value of the policyholder's contracts. Interest rates credited
to investment contracts are guaranteed for the initial policy term with
renewal rates determined as necessary by management.
(b) Insurance Contracts
Insurance contracts are broadly defined to include contracts with
significant mortality and/or morbidity risk. The liability for future benefits
of insurance contracts is the present value of such benefits based on
mortality, morbidity, and other assumptions which were appropriate at the time
the policies were issued or acquired. These assumptions are periodically
evaluated for potential premium deficiencies. Reserves for cancelable accident
and health insurance are based upon unearned premiums, claims incurred but not
reported, and claims in the process of settlement. This estimate is based on
the experience of the insurance industry and the Company, adjusted for current
trends. Any changes in the estimated liability are reflected in income as the
estimates are revised.
F-69
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(6) Future Annuity and Contract Benefits -- Continued
The following chart summarizes the major assumptions underlying the
Company's recorded liabilities for future annuity and contract benefits:
<TABLE>
<CAPTION>
Mortality/ December 31,
Withdrawal Morbidity Interest Rate -----------------
Assumption Assumption Assumption 1999 1998
------------------ ---------- ------------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment Contracts.... N/A N/A N/A $6,891.1 $5,416.2
Limited-payment
Contracts.............. None (a) 4.0-9.3% 16.3 14.4
Traditional life
insurance contracts.... Company Experience (b) 7.1% 380.8 381.5
Universal life-type
contracts.............. N/A N/A N/A 1,730.2 1,684.7
Accident & Health....... Company Experience (c) 3.5-7.5% 44.6 41.3
-------- --------
Total future annuity and
contract benefits...... $9,063.0 $7,538.1
======== ========
</TABLE>
- -------
(a) Either the United States Population Table, 1983 Group Annuitant Mortality
Table or 1983 Individual Annuitant Mortality Table.
(b) Principally modifications of the 1965-70 or 1975-80 Select and Ultimate
Tables.
(c) The 1958 Commissioner's Standard Ordinary Table and 1964 modified and 1987
Commissioner's Disability Tables.
(7) Income Taxes
GELAAC and its subsidiary have been included in the life insurance company
consolidated federal income tax return of GECA and are also subject to a
separate tax-sharing agreement, as approved by state insurance regulators, the
provisions of which are substantially the same as the tax-sharing agreement
with GE Capital. As such the Company is not at risk for income taxes nor
entitled to recoveries related to post-acquisition periods.
The total provision for income taxes at December 31, consisted of the
following components:
<TABLE>
<CAPTION>
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Current federal income tax provision ..................... $29.3 $29.2 $69.1
Deferred federal income tax provision (benefit)........... 24.9 28.7 (9.5)
----- ----- -----
Subtotal-federal provision.............................. 54.2 57.9 59.6
Current state income tax provision ....................... 2.3 1.6 2.6
Deferred state income tax provision (benefit)............. 0.1 0.8 (0.1)
----- ----- -----
Subtotal-state provision................................ 2.4 2.4 2.5
----- ----- -----
Total income tax provision.............................. $56.6 $60.3 $62.1
===== ===== =====
</TABLE>
The reconciliation of the federal statutory rate to the effective income
tax rate at December 31, is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Statutory U.S. federal income tax rate..................... 35.0% 35.0% 35.0%
State income tax........................................... 0.5 0.5 0.5
Non-deductible goodwill amortization....................... 1.2 1.0 1.7
Dividends received deduction............................... (1.1) (0.2) --
Other, net................................................. (1.2) -- (0.5)
---- ---- ----
Effective rate........................................... 34.4% 36.3% 36.7%
==== ==== ====
</TABLE>
F-70
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(7) Income Taxes -- Continued
The components of the net deferred income tax asset at December 31 are as
follows:
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Assets:
Insurance reserve amounts.................................... $149.0 $159.5
Investments.................................................. 10.7 --
Net unrealized investment losses on investment securities.... 72.2 --
Other........................................................ 22.2 7.7
------ ------
Total deferred tax assets................................... 254.1 167.2
------ ------
Liabilities:
Net unrealized investment gains on investment securities..... -- 31.1
Investments.................................................. -- 15.9
Present value of future profits.............................. 59.6 67.1
Deferred acquisition costs................................... 74.2 11.0
------ ------
Total deferred tax liabilities.............................. 133.8 125.1
------ ------
Net deferred income tax asset............................... $120.3 $ 42.1
====== ======
</TABLE>
Based on an analysis of the Company's tax position, management believes it
is more likely than not that the results of future operations and
implementation of tax planning strategies will generate sufficient taxable
income enabling the Company to realize remaining deferred tax assets.
Accordingly, no valuation allowance for deferred tax assets is deemed
necessary.
The Company paid $41.8, $25.6 and $70.6, for federal and state income taxes
for the years ended December 31, 1999, 1998 and 1997, respectively.
(8) Related Party Transactions
GELAAC pays investment advisory fees and other fees to affiliates. Amounts
incurred for these items aggregated $14.8, $11.5 and $11.9 for the years ended
December 31, 1999, 1998 and 1997, respectively. GELAAC charges affiliates for
certain services and for the use of facilities and equipment which aggregated
$45.1, $19.1 and $4.6, for the years ended December 31, 1999, 1998 and 1997,
respectively.
GELAAC pays interest on outstanding amounts under a credit funding
agreement with GNA Corporation, the parent company of GECA. Interest expense
under this agreement was $1.9 and $2.2 with no outstanding borrowings at
December 31, 1999 and $64.3 outstanding at December 31, 1998.
During 1998, GELAAC sold $18.5 of third-party preferred stock investments
to an affiliate. This resulted in a gain on sale of $3.9, which is included in
net realized investment gains.
(9) Commitments and Contingencies
(a) Mortgage Loan Commitments
GELAAC has certain investment commitments to provide fixed-rate loans. The
investment commitments, which would be collateralized by related properties of
the underlying investments, involve varying elements of credit and market
risk. Investment commitments outstanding as of December 31, 1999 and 1998,
totaled $30.8 and $75.9, respectively.
(b) Guaranty Association Assessments
The Company is required by law to participate in the guaranty associations
of the various states in which they do business. The state guaranty
associations ensure payment of guaranteed benefits, with certain restrictions,
to policyholders of impaired or insolvent insurance companies by assessing all
other companies involved in similar lines of business.
F-71
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(9) Commitments and Contingencies -- Continued
There are currently several unrelated insurance companies which had
substantial amounts of annuity business in the process of liquidation or
rehabilitation. The Company paid assessments of $.1, $3.1, and $4.6 to various
state guaranty associations during 1999, 1998 and 1997, respectively. At
December 31, 1999 and 1998, accounts payable and accrued expenses include $4.1
and $17.8, respectively, related to estimated future payments.
(c) Litigation
The Company and its subsidiary are defendants in various cases of
litigation considered to be in the normal course of business. The Company
believes that the outcome of such litigation will not have a material effect
on its financial position or results of operations.
(10) Fair Value of Financial Instruments
The Company has no derivative financial instruments as of December 31, 1999
and 1998 other than mortgage loan commitments of $53.0 and $83.8 and interest
rate floors of $13.9 and $17.2, respectively. The notional value of the
interest rate floors at December 31, 1999 and 1998, was $1,800 and the floors
expire from September 2003 to October 2003.
The fair values of financial instruments presented in the applicable notes
to the Company's consolidated financial statements are estimates of the fair
values at a specific point in time using available market information and
valuation methodologies considered appropriate by management. These estimates
are subjective in nature and involve uncertainties and significant judgment in
the interpretation of current market data. Therefore, the fair values
presented are not necessarily indicative of amounts the Company could realize
or settle currently. The Company does not necessarily intend to dispose of or
liquidate such instruments prior to maturity.
Financial instruments that, as a matter of accounting policy, are reflected
in the accompanying consolidated financial statements at fair value are not
included in the following disclosures. Such items include fixed maturities,
equity securities and certain other invested assets. The carrying value of
policy loans and short-term investments approximate fair value at both
December 31, 1999 and 1998.
At December 31, the carrying amounts and fair value of the Company's
financial instruments were as follows:
<TABLE>
<CAPTION>
1999 1998
----------------- -----------------
Carrying Fair Carrying Fair
amount value amount value
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Mortgage loans.......................... $ 810.5 $ 819.4 $ 745.8 $ 828.3
Investment type insurance contracts..... 6,891.1 6,849.8 5,416.2 5,441.8
Interest rate floors.................... 13.9 1.2 17.2 12.5
</TABLE>
The fair value of mortgage loans is estimated by discounting the estimated
future cash flows using interest rates applicable to current loan origination,
adjusted for credit risk.
The estimated fair value of investment contracts is the amount payable on
demand (cash surrender value) for deferred annuities and the net present value
based on interest rates currently offered on similar contracts for non-life
contingent immediate annuities. Fair value disclosures are not required for
insurance contracts.
F-72
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(11) Restrictions on Dividends
Insurance companies are restricted by states as to the aggregate amount of
dividends they may pay to their parent in any consecutive twelve-month period
without regulatory approval. Generally, dividends may be paid out of earned
surplus without approval with thirty days prior written notice within certain
limits. The limits are generally based on 10% of the prior year surplus (net
of adjustments in some cases) and prior year statutory income (net gain from
operations, net income adjusted for realized capital gains, or net investment
income). Dividends in excess of the prescribed limits or the Company's earned
surplus require formal state insurance commission approval. The maximum
dividend payout which may be made without prior approval in 2000 is $54.2.
On December 3, 1998, the Company received approval from the Commonwealth of
Virginia for, and declared, a dividend payable in cash, preferred stock and/or
common stock at the election of each shareholder. GEFAHI elected to receive
cash and preferred stock and GECA elected to receive common stock. A cash
dividend of $120 was paid and a Series A preferred stock dividend of $120 was
issued to GEFAHI on December 15, 1998. The Series A preferred stock has a par
value of $1,000 per share, is redeemable at par at the Company's election, and
is not subject to call penalties. Dividends on the preferred stock are
cumulative and payable semi-annually at the annual rate of 8.0% of the par
value. The Series A preferred stock is not convertible into any other security
of the Company, and the holders thereof have no voting rights except with
respect to any proposed changes in the preferences and special rights of such
stock. GECA received its dividend in the form of 18,641 shares of newly issued
common stock in 1999.
(12) Supplementary Financial Data
The Company files financial statements with state insurance regulatory
authorities and the National Association of Insurance Commissioners ("NAIC")
that are prepared on an accounting basis prescribed by such authorities
(statutory basis). Statutory accounting practices differ from GAAP in several
respects, causing differences in reported net income and shareholders'
interest. Permitted statutory accounting practices encompass all accounting
practices not so prescribed but that have been specifically allowed by state
insurance authorities. The Company has no significant permitted accounting
practices.
At December 31, statutory net income and statutory capital and surplus is
summarized below:
<TABLE>
<CAPTION>
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Statutory net income................................... $ 70.8 $ 70.1 $ 80.9
Statutory capital and surplus.......................... $542.5 $577.5 $600.0
</TABLE>
The NAIC adopted Risk Based Capital ("RBC") requirements to evaluate the
adequacy of statutory capital and surplus in relation to risks associated with
(i) asset quality, (ii) insurance risk, (iii) interest rate risk, and (iv)
other business factors. The RBC formula is designated as an early warning tool
for the states to identify possible under-capitalized companies for the
purpose of initiating regulatory action. In the course of operations, the
Company periodically monitors its RBC level. At December 31, 1999 and 1998,
the Company exceeded the minimum required RBC levels.
(13) Operating Segment Information
The Company conducts its operations through two business segments: (1)
Wealth Accumulation and Transfer, comprised of products intended to increase
the policyholder's wealth, transfer wealth to beneficiaries or provide a means
for replacing the income of the insured in the event of premature death, and
(2) Lifestyle Protection and Enhancement, comprised of products intended to
protect accumulated wealth and income from the financial drain of unforeseen
events. See Note (1)(c) for further discussion of the Company's principal
product lines within these two segments.
F-73
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(13) Operating Segment Information -- Continued
The following is a summary of industry segment activity for 1999, 1998 and
1997:
<TABLE>
<CAPTION>
Wealth Lifestyle
Accumulation & Protection
1999 -- Segment Data Transfer & Enhancement Consolidated
- -------------------- -------------- ------------- ------------
<S> <C> <C> <C>
Net investment income................ $ 634.2 $ 4.0 $ 638.2
Net realized investment gains........ 12.0 -- 12.0
Premiums............................. 67.8 56.1 123.9
Other revenues....................... 243.6 0.2 243.8
--------- ------ ---------
Total revenues..................... 957.6 60.3 1,017.9
--------- ------ ---------
Interest credited, benefits, and
other changes in policy reserves.... 617.0 38.5 655.5
Commissions.......................... 179.7 12.4 192.1
Amortization of intangibles.......... 56.2 2.1 58.3
Other operating costs and expenses... (55.1) 2.6 (52.5)
--------- ------ ---------
Total benefits and expenses........ 797.8 55.6 853.4
--------- ------ ---------
Income before income taxes and
cumulative effect of accounting
change............................ $ 159.8 $ 4.7 $ 164.5
========= ====== =========
Total Assets......................... $19,774.2 $183.1 $19,957.3
========= ====== =========
<CAPTION>
Wealth Lifestyle
Accumulation & Protection
1998 -- Segment Data Transfer & Enhancement Consolidated
- -------------------- -------------- ------------- ------------
<S> <C> <C> <C>
Net investment income................ $ 569.4 $ 5.3 $ 574.7
Net realized investment gains........ 29.6 -- 29.6
Premiums............................. 101.4 21.7 123.1
Other revenues....................... 211.1 0.5 211.6
--------- ------ ---------
Total revenues..................... 911.5 27.5 939.0
--------- ------ ---------
Interest credited, benefits, and
other changes in policy reserves.... 560.7 (3.9) 556.8
Commissions.......................... 106.2 6.6 112.8
Amortization of intangibles.......... 55.1 9.7 64.8
Other operating costs and expenses... 26.0 12.5 38.5
--------- ------ ---------
Total benefits and expenses........ 748.0 24.9 772.9
--------- ------ ---------
Income before income taxes and
cumulative effect of accounting
change............................ $ 163.5 $ 2.6 $ 166.1
========= ====== =========
Total Assets......................... $14,661.1 $ 99.8 $14,760.9
========= ====== =========
<CAPTION>
Wealth Lifestyle
Accumulation & Protection
1997 -- Segment Data Transfer & Enhancement Consolidated
- -------------------- -------------- ------------- ------------
<S> <C> <C> <C>
Net investment income................ $ 555.7 $ 7.0 $ 562.7
Net realized investment gains........ 19.0 -- 19.0
Premiums............................. 105.6 66.2 171.8
Other revenues....................... 195.1 0.2 195.3
--------- ------ ---------
Total revenues..................... 875.4 73.4 948.8
--------- ------ ---------
Interest credited, benefits, and
other changes in policy reserves.... 548.4 42.5 590.9
Commissions.......................... 125.2 13.9 139.1
Amortization of intangibles.......... 66.6 3.1 69.7
Other operating costs and expenses... (24.5) 4.1 (20.4)
--------- ------ ---------
Total benefits and expenses........ 715.7 63.6 779.3
--------- ------ ---------
Income before income taxes and
cumulative effect of accounting
change............................ $ 159.7 $ 9.8 $ 169.5
========= ====== =========
Total Assets......................... $12,699.0 $ 47.9 $12,746.9
========= ====== =========
</TABLE>
F-74
<PAGE>
GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
December 31, 1999, 1998 and 1997
(Dollar amounts in millions, except per share amounts)
(14) Accounting Pronouncements Not Yet Adopted
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities (Statement No. 133), effective for GELAAC
on January 1, 2001 (as amended by Statement of Financial Accounting Standards
No. 137, Deferral of the Effective Date of Statement No. 133.) Upon adoption,
all derivative instruments (including certain derivative instruments embedded
in other contracts) will be recognized in the balance sheets at fair value,
and changes in such fair values must be recognized immediately in earnings
unless specific hedging criteria are met. Changes in the values of derivatives
meeting these hedging criteria will ultimately offset related earnings effects
of the hedged items; effects of qualifying changes in fair value are to be
recorded in equity pending recognition in earnings. Certain significant
refinements and interpretations of Statement 133 are being deliberated by the
FASB, and the effects on accounting for GELAAC financial instruments will
depend to some degree on the results of such deliberations. Management has not
determined the total probable effects of adopting Statement 133, and does not
believe that an estimate of such effects would be meaningful at this time.
(15) Cumulative Effect of Accounting Change
The American Institute of Certified Public Accountants has issued Statement
of Position ("SOP") No. 97-3, Accounting by Insurance and Other Enterprises
for Insurance-Related Assessments. This SOP provided guidance on accounting by
insurance and other enterprises for guaranty-fund and certain other insurance-
related assessments. The SOP requires enterprises to recognize (1) a liability
for assessments when (a) an assessment has been asserted or information
available prior to issuance of the financial statements indicates it is
probable that an assessment will be asserted, (b) the underlying cause of the
asserted or probable assessment has occurred on or before the date of the
financial statements, and (c) the amount of the loss can be reasonably
estimated and (2) an asset for an amount when it is probable that a paid or
accrued assessment will result in an amount that is recoverable from premium
tax offsets or policy surcharges from in-force policies.
Effective January 1, 1999, the Company adopted SOP No. 97-3 and has
reported the favorable impact of this adoption as a cumulative effect of a
change in accounting principle resulting in an increase to net income of $5
(net of income taxes of $2.8).
F-75
<PAGE>
PART II
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Commission such supplementary and periodic information, documents, and
reports as may be prescribed by any rule or regulation of the Commission
heretofore, or hereafter duly adopted pursuant to authority conferred in that
section.
RULE 484 UNDERTAKING
Sections 13.1-698 and 13.1-702 of the Code of Virginia, in brief, allow a
corporation to indemnify any person made party to a proceeding because such
person is or was a director, officer, employee, or agent of the corporation,
against liability incurred in the proceeding if: (1) he conducted himself in
good faith; and (2) he believed that (a) in the case of conduct in his official
capacity with the corporation, his conduct was in its best interests; and (b)
in all other cases, his conduct was at least not opposed to the corporation's
best interests and (3) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. The termination of a
proceeding by judgment, order, settlement or conviction is not, of itself,
determinative that the director, officer, employee, or agent of the corporation
did not meet the standard of conduct described. A corporation may not indemnify
a director, officer, employee, or agent of the corporation in connection with a
proceeding by or in the right of the corporation, in which such person was
adjudged liable to the corporation, or in connection with any other proceeding
charging improper personal benefit to such person, whether or not involving
action in his official capacity, in which such person was adjudged liable on
the basis that personal benefit was improperly received by him. Indemnification
permitted under these sections of the Code of Virginia in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
Section 5 of the By-Laws of The Life Insurance Company of Virginia further
provides that:
(a) The Corporation shall indemnify each director, officer and employee
of this Company who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative, or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that
he is or was a director, officer or employee of the Corporation, or is or
was serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgements [sic],
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in the best interests of
the Corporation, and with respect to any criminal action, had no cause to
believe his conduct unlawful. The termination of any action, suit or
proceeding by judgement [sic], order, settlement, conviction, or upon a
plea of nolo contendere, shall not of itself create a presumption that the
person did not act in good faith, or in a manner opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, believed his conduct unlawful.
(b) The Corporation shall indemnify each director, officer or employee of
the Corporation who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgement [sic] in its favor by reason of
the fact that he is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to the extent
<PAGE>
that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(c) Any indemnification under subsections (a) and (b) (unless ordered by
a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer or employee is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b). Such
determination shall be made (1) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of the directors who
were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(3) by the stockholders of the Corporation.
(d) Expenses (including attorneys' fees) incurred in defending an action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in subsection (c) upon receipt of an undertaking by or on behalf
of the director, officer or employee to repay such amount to the
Corporation unless it shall ultimately be determined that he is entitled to
be indemnified by the Corporation as authorized in this Article.
(e) The Corporation shall have the power to make any other or further
indemnity to any person referred to in this section except an indemnity
against gross negligence or willful misconduct.
(f) Every reference herein to director, officer or employee shall include
every director, officer or employee, or former director, officer or
employee of the Corporation and its subsidiaries and shall enure to the
benefit of the heirs, executors and administrators of such person.
(g) The foregoing rights and indemnification shall not be exclusive of
any other rights and indemnification to which the directors, officers and
employees of the Corporation may be entitled according to law.
* * *
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
depositor pursuant to the foregoing provisions, or otherwise, the depositor has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the depositor of expenses incurred
or paid by a director, officer or controlling person of the depositor in
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the depositor will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
REPRESENTATION PURSUANT TO RULE 26(e)(2)(A)
GE Life and Annuity Assurance Company hereby represents that the fees and
charges deducted under the Policy, in the aggregate, are reasonable in relation
to the services rendered, the expenses expected to be incurred, and the risks
assumed by the GE Life and Annuity Assurance Company.
II-2
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following Papers and Documents:
The facing sheet
The Prospectus consisting of pages
The undertaking to file reports
The Rule 484 undertaking
Representation pursuant to Section 26(e)(2)(A)
The signatures
Written consents of the following persons:
(a) Patricia L. Dysart, Esq.
(b) Sutherland Asbill & Brennan LLP
(c) Paul Haley, FSA
(d) KPMG LLP
The following exhibits:
See next page
II-3
<PAGE>
SEPARATE ACCOUNT III
EXHIBITS
1. The following exhibits correspond to those required by paragraph A of the
instructions as to exhibits in Form N-8B-2:
<TABLE>
<C> <S>
(1)(a) Resolution of Board of Directors of The Life Insurance Company of
Virginia authorizing the establishment of Separate Account III.(12)
(1)(a)(i) Resolution of Board of Directors of GE Life & Annuity authorizing
the change in name of Life of Virginia Separate Account III to GE
Life & Annuity Separate Account III.(16)
(1)(b) Resolution of the Board o Directors of Life of Virginia authorizing
the addition of Investment Subdivisions to Separate Account III.(12)
(1)(c) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of Investment Subdivisions of Separate Account III
which invest in shares of Asset Manager Portfolio of Fidelity
Variable Insurance Products Fund II and Balanced Portfolio of
Neuberger & Berman Advisers Management Trust.(12)
(1)(d) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of Investment Subdivisions of Separate Account III
which invest in shares of Janus Aspen Series, Growth Portfolio,
Aggressive Growth Portfolio, and Worldwide Growth Portfolio.(12)
(1)(e) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of additional Investment Subdivisions of Separate
Account III which invest in shares of the Corporate Bond Fund of the
Insurance Management Series and the Contrafund Portfolio of the
Variable Insurance Products Fund II.(12)
(1)(f) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of two additional Investment Subdivisions of Separate
Account III which invest in shares of the International Equity
Portfolio and the Real Estate Securities Portfolio of the Life of
Virginia Series Fund.(12)
(1)(g) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of four additional Investment Subdivisions of Separate
Account III which invest in shares of the Alger American Growth
Portfolio and the Alger American Small Capitalization Portfolio of
The Alger American Fund, and the Balanced Portfolio and Flexible
Income Portfolio of the Janus Aspen Series.(14)
(1)(h) Resolution of Board of Directors of Life of Virginia authorizing the
establishment of two additional investment subdivisions of Separate
Account 4, investing in shares of the Federated American Leaders
Fund II of the Federated Insurance Series, and the International
Growth Portfolio of the Janus Aspen Series.(10)
(1)(i) Resolution of Board of Directors of Life of Virginia authorizing
additional Investment Subdivisions investing in shares of Growth and
Income Portfolio and Growth Opportunities Portfolio of Variable
Insurance Products Fund III; Growth II Portfolio and Large Cap
Growth Portfolio of the PBHG Insurance Series Fund, Inc.; and Global
Income Fund and Value Equity Fund of GE Investments Funds, Inc.(11)
(1)(j) Resolution of Board of Directors of Life of Virginia authorizing
additional Investment Subdivisions investing in shares of Capital
Appreciation Portfolio of Janus Aspen Series.(11)
(1)(k) Resolution of Board of Directors of Life of Virginia authorizing
additional Investment Subdivisions investing in shares of Goldman
Sachs Growth and Income Fund and Goldman Sachs Mid Cap Equity Fund
of Goldman Sachs Variable Insurance Trust Fund, Inc. and U.S. Equity
Fund of GE Investments Funds, Inc.(12)
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
(1)(l) Resolution of the Board of Directors of Life of Virginia authorizing
additional Investment Subdivisions investing in shares of the
Salomon Brothers Variable Investors Fund, Salomon Brothers Variable
Total Return Fund and Salomon Brothers Variable Strategic Bond Fund
of Salomon Brothers Variable Series Funds, Inc.(16)
(1)(m) Resolution of the Board of Directors of GE Life and Annuity
Assurance Company authorizing additional Investment Subdivisions
investing in shares of GE Premier Growth Equity of GE Investments
Funds, Inc.(16)
(1)(n) Resolution of the Board of Directors of GE Life and Annuity
Assurance Company authorizing change in name of Investment
Subdivisions of Oppenheimer Variable Account Funds and Mid Cap Value
Fund of Goldman Sachs Variable Insurance Trust.(16)
(1)(o) Resolution of the Board of Directors of GE Life and Annuity
Assurance Company authorizing change in name of Investment
Subdivisions of GE Investments Funds Value Equity Fund to GE
Investment Funds Mid-Cap Value Equity Fund. Also authorizing
additional Investment Subdivisions investing in shares of Janus
Aspen Series Global Life Sciences Portfolio and Janus Aspen Series
Global Technology Portfolio.(18)
(2) Not Applicable.
(3)(a) Underwriting Agreement dated December 12, 1998 between The Life
Insurance Company of Virginia and Capital Brokerage Corporation.(12)
(3)(b) Dealer Sales Agreement dated December 13, 1997.(12)
(3)(c) Product Commission Schedule.(12)
(4) Not Applicable.
(5)(a) Policy Form P1097.(12)
(5)(b) Endorsement to Policy.(12)
(5)(b)(i) Endorsement providing Partial Withdrawals.(12)
(5)(c) Guarantee Account Rider.(12)
(6)(a) Certificate of Incorporation of The Life Insurance Company of
Virginia.(14)
(6)(b) By-Laws of The Life Insurance Company of Virginia.(14)
(7) Not Applicable.
(8)(a) Participation Agreement Among Variable Insurance Products Fund,
Fidelity Distributors Corporation and The Life Insurance Company of
Virginia.(14)
(8)(a)(i) Amendment to Participation Agreement among Variable Insurance
Products Fund, Fidelity Distributors Corporation, and The Life
Insurance Company of Virginia.(10)
(8)(b) Participation Agreement among The Life Insurance Company of
Virginia, Variable Insurance Products Fund II and Fidelity
Distributors Corporation.(14)
(8)(b)(i) Amendment to Participation Agreement among Variable Insurance
Products Fund II, Fidelity Distributors Corporation, and The Life
Insurance Company of Virginia.(10)
(8)(d) Agreement between Oppenheimer Variable Account Funds, Oppenheimer
Management Corporation and The Life Insurance Company of
Virginia.(14)
(8)(d)(i) Amendment to Agreement between Oppenheimer Variable Account Funds,
Oppenheimer Management Corporation and The Life Insurance Company of
Virginia.(14)
(8)(e) Fund Participation Agreement between Janus Aspen Series and The Life
Insurance Company of Virginia.(14)
</TABLE>
II-5
<PAGE>
<TABLE>
<C> <S>
(8)(e)(i) Amendment to the Participation Agreement between Janus Aspen Series
and GE Life and Annuity Assurance Company.(17)
(8)(e)(ii) Amendment to the Participation Agreement between Janus Aspen Series
and GE Life and Annuity Assurance Company.(18)
(8)(f) Fund Participation Agreement between Insurance Management Series,
Federated Securities Corp., and The Life Insurance Company of
Virginia.(14)
(8)(g) Fund Participation Agreement between The Alger American Fund, Fred
Alger and Company, Inc., and The Life Insurance Company of
Virginia.(14)
(8)(g)(i) Amendment to Fund Participation Agreement between The Alger
American Fund, Fred Alger and Company, Inc. and GE Life and Annuity
Assurance Company.(16)
(8)(h) Fund Participation Agreement between Variable Insurance Products
Fund III and The Life Insurance Company of Virginia.(11)
(8)(i) Fund Participation Agreement between PBHG Insurance Series Fund,
Inc. and The Life Insurance Company of Virginia.(11)
(8)(j) Fund Participation Agreement between Goldman Sachs Variable
Insurance Trust Fund and The Life Insurance Company of Virginia.(14)
(8)(k) Fund Participation Agreement between Salomon Brothers Variable
Series Fund and The Life Insurance Company of Virginia. (15)
(8)(l) Fund Participation Agreement between GE Investments Funds, Inc. and
The Life Insurance Company of Virginia.(15)
(8)(l)(i) Amendment to Fund Participation Agreement between GE Investments
Funds, Inc. and GE Life and Annuity Assurance Company.(16)
(8)(l)(ii) Amendment to the Fund Participation Agreement between GE
Investments Funds, Inc. and GE Life and Annuity Assurance
Company.(17)
8(l)(iii) Amendment to the Fund Participation Agreement between GE
Investments Funds, Inc. and GE Life and Annuity Assurance
Company.(18)
(9) Not applicable.
(10) Form of Variable Life Application.(14)
(11) Memorandum describing The Life Insurance Company of Virginia's
Issuance, Transfer, Redemption and Exchange Procedures for
Policies.(10)
2. See Exhibit 1(A)5.
3. Consents of the following:
(3)(a) Opinion and Consent of Patricia L. Dysart, Assistant Vice President
and Associate General Counsel for GE Life and Annuity Assurance
Company.(18)
(3)(b) Consent of Sutherland Asbill & Brennan LLP.(18)
(3)(c) Consent of KPMG, LLP.(18)
4. Not Applicable.
5. Not Applicable.
6. Opinion and Consent of Paul Haley, Actuary of GE Life and Annuity
Assurance Company.(18)
</TABLE>
II-6
<PAGE>
7. Power of Attorney dated April 15, 1999.(16)
(7)(a) Power of Attorney dated December 17, 1999.(17)
(7)(b) Power of Attorney dated April 4, 2000.(18)
- --------
(9) Incorporated by reference to Post-Effective Amendment No. 16 to the
Registration Statement of Form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on October 31,
1995.
(10) Incorporated by reference to Post-Effective Amendment No. 17 to the
Registration Statement of Form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on May 1, 1996.
(11) Incorporated by reference to Post-Effective Amendment No. 18 to the
Registration Statement of Form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on May 1, 1997.
(12) Incorporated by reference to Post-Effective Amendment No. 19 to the
Registration Statement of Form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on May 1, 1998.
(13) Incorporated by reference to Post-Effective Amendment No. 20 to the
Registration Statement of Form S-6, for Life of Virginia Separate Account
III, filed with the Securities and Exchange Commission on September 28,
1998.
(14) Incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement of Form S-6, for Life of Virginia Separate Account
II, File No. 33-9651, filed with the Securities and Exchange Commission
on September 28, 1998.
(15) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement of Form N-4, for Life of Virginia Separate Account
4, File No. 333-62695, filed with the Securities and Exchange Commission
on December 18, 1998.
(16) Incorporated by reference to Post-Effective Amendment No. 21 to the
Registration Statement of Form S-6, for GE Life & Annuity Separate
Account III, File No. 33-12470, filed with the Securities and Exchange
Commission on Apri1 30, 1999.
(17) Filed December 21, 1999 with initial filing to Form N-4 for GE Life and
Annuity Separate Account 4 Registration No. 333-96513.
(18) Filed herewith.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
GE Life & Annuity Separate Account III, certifies that it meets all the
requirements for effectiveness of this registration statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested,
all in the County of Henrico in the Commonwealth of Virginia, on the 25th day
of April, 2000.
GE Life & Annuity Separate Account
III
(Seal) GE Life and Annuity Assurance
Company (Depositor)
By: /s/ Selwyn L. Flournoy, Jr.
Selwyn L. Flournoy, Jr.
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, GE Life and
Annuity Assurance Company certifies that it meets the requirements for
effectiveness of this registration statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the
County of Henrico in the Commonwealth of Virginia on the 25th day of April,
2000.
(Seal) GE Life and Annuity Assurance
Company
By: /s/ Selwyn L. Flournoy, Jr.
Selwyn L. Flournoy, Jr.
Senior Vice President
II-8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 22 to the Registration Statement No. 33-12470 has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director, Chairman of the 04/25/00
______________________________________ Board
Mike D. Fraizer
* Director, Chief Operating 04/25/00
______________________________________ Officer
Pamela S. Schutz
* Chief Financial Officer 04/25/00
______________________________________
Richard P. McKenney
* Controller 04/25/00
______________________________________
Kelly L. Groh
/s/ Selwyn L. Flournoy, Jr. Director 04/25/00
______________________________________
Selwyn L. Flournoy, Jr.
* Director 04/25/00
______________________________________
Thomas M. Stinson
* Director 04/25/00
______________________________________
Victor C. Moses
* Director 04/25/00
______________________________________
Geoffrey S. Stiff
/s/ Selwyn L. Flournoy, Jr. pursuant to Power of
*By: _________________________________ Attorney executed on
April 4, 2000.
</TABLE>
II-9
<PAGE>
EXHIBIT LIST
<TABLE>
<C> <S>
Exhibit (1)(p) Resolution of the Board of Directors of GE Life and
Annuity Assurance Company authorizing change in name of
Investment Subdivisions investing in shares of Value
Equity Fund of GE Investments Funds, Inc. to Mid-Cap Value
Equity Fund; authorizing additional Investment
Subdivisions investing in shares of Global Life Sciences
Portfolio and Global Technology Portfolio of the Janus
Aspen Series.
Exhibit (8)(e)(ii) Amendment to the Participation Agreement between Janus
Aspen Series and GE Life and Annuity Assurance Company.
Exhibit (8)(1)(iii) Amendment to the Fund Participation Agreement between GE
Investments Funds, Inc. and GE Life and Annuity Assurance
Company.
Exhibit (3)(a) Opinion and Consent of Counsel.
Exhibit (3)(b) Consent of Sutherland Asbill & Brennan LLP.
Exhibit (3)(c) Consent of KPMG LLP.
Exhibit 6 Opinion and Consent of Paul Haley, Actuary.
Exhibit 7(b) Power of Attorney dated April 4, 2000.
</TABLE>
II-10
<PAGE>
EXHIBIT (1)(O) BOARD RESOLUTION
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
GE LIFE AND ANNUITY ASSURANCE COMPANY
The undersigned, being all of the members of the Board of Directors of GE Life
and Annuity Assurance Company of Virginia, a Virginia corporation, in lieu of a
meeting held for the purpose and pursuant to the provisions of Section 13.1-685
of the Code of Virginia do hereby approve the following resolutions:
WHEREAS, The Board of Directors of the Company, pursuant to the Provisions of
Section 38.2-3113 of the Code of Virginia, adopted resolutions establishing Life
of Virginia Separate Account III ("Separate Account III") on February 10, 1987;
and
WHEREAS, The Board of Directors adopted resolutions changing the name of the
company to GE Life and Annuity Assurance Company and the name of the separate
account to GE Life & Annuity Separate Account III on January 1, 1999; and
WHEREAS, The Company wishes to establish 2 subaccounts/investment subdivisions
of the aforementioned separate account which will invest in shares of Global
Life Sciences Portfolio and Global Technology Portfolio of Janus Aspen Series.
Additionally, the Value Equity Fund of GE Investments Funds, Inc. is now known
as Mid Cap Value Fund.
NOW, THEREFORE, BE IT RESOLVED, That the Executive Committee of the Board of
Directors of the Company does hereby establish and create 2 additional
subaccounts/investment subdivision of the aforementioned separate account. The
new subdivisions/investment subdivisions shall invest in shares of a single
mutual fund portfolio as set forth below:
- --------------------------------------------------------------------------------
INVESTMENT SUBDIVISIONS: TO BE INVESTED IN:
- --------------------------------------------------------------------------------
Janus Aspen Series
JAN Global Life Sciences Global Life Sciences Portfolio
JAN Global Technology Global Technology Portfolio
GE Investments Funds, Inc.
GEI Mid Cap Value Mid Cap Value Fund
- --------------------------------------------------------------------------------
NOW, THEREFORE, BE IT RESOLVED, That the Board of Directors of the Company does
hereby establish and create additional investment subdivisions of the
aforementioned separate account. The new investment subdivisions shall invest in
shares of a single mutual fund portfolio as set forth below:
FURTHER RESOLVED, That the President, or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute whatever agreement or agreements may be necessary or appropriate to
enable such investments to be made, and the Board of Directors hereby ratifies
any such officer in executing any such agreement prior to the date of these
resolutions; and
FURTHER RESOLVED, That the President or any Senior Vice President, and each of
them, with full power to act without the others, are hereby severally authorized
to execute and deliver such other documents and do such acts and things as each
or any of them may deem necessary or desirable to carry out the foregoing
resolutions and the intent and purposes thereof.
FURTHER RESOLVED, That these resolutions shall take effect as of April 15, 2000.
<PAGE>
AMENDMENT TO FUND PARTICIPATION AGREEMENT
This Amendment to the Fund Participation Agreement ("Agreement") dated
July 1, 1996, as amended, between Janus Aspen Series, an open-end management
investment company organized as a Delaware business trust (the "Trust"), and
G.E. Life and Annuity Assurance Company (formerly The Life Insurance Company of
Virginia), a Virginia life insurance company (the "Company") is effective as of
March 1, 2000.
AMENDMENT
---------
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. If the Company elects to include any such materials on its Website or
other computer or electronic format, the company assumes sole responsibility
for maintaining such materials in the form provided by the Trust and for
promptly replacing such materials with all updates provided by the Trust.
2. The Agreement shall cover investment by the Company's Separate Accounts
in Institutional Shares and Service Shares, two separate classes of shares
issued by the Portfolios of Janus Aspen Series. All references to "shares" in
the Agreement shall refer to shares of either of these classes, as applicable.
All other terms of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Amendment as of the date and year first above written.
G.E. LIFE AND ANNUITY ASSURANCE
COMPANY
By:
---------------------------
Name:
Title:
JANUS ASPEN SERIES
By:
---------------------------
Name: Bonnie M. Howe
Title: Vice President
<PAGE>
Schedule 3
PARTICIPATION AGREEMENT
By and Among
GE LIFE AND ANNUITY ASSURANCE COMPANY
(formerly known as THE LIFE INSURANCE COMPANY OF VIRGINIA)
And
GE INVESTMENTS FUNDS, INC.
And
GE ASSET MANAGEMENT INCORPORATED
(formerly named GE INVESTMENT MANAGEMENT INCORPORATED)
(as amended April 25, 2000)
Name(s) of Portfolio
S&P 500 Index Fund
Money Market Fund
Total Return Fund
International Equity Fund
Real Estate Securities Fund
Global Income Fund
Mid-Cap Value Equity Fund (formerly named Value Equity Fund)
Income Fund
U.S. Equity Fund
Premier Growth Equity Fund
Approved:
-------------------------
Title:
GE Asset Management Incorporated
Approved:
-------------------------
Title:
GE Investments Funds, Inc.
Approved:
-------------------------
Title:
GE Life and Annuity Assurance Company
<PAGE>
[GE LIFE & ANNUIY LETTERHEAD]
April 25, 2000
GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond, VA 23230
Ladies and Gentlemen:
With reference to Post-Effective Amendment No. 22 to Registration Statement 33-
12470 on Form S-6, filed by GE Life and Annuity Assurance Company and GE Life &
Annuity Separate Account III with the Securities and Exchange Commission
covering flexible premium variable life insurance policies, I have examined such
documents and such law as I considered necessary and appropriate, and on the
basis of such examination, it is my opinion that:
1. GE Life and Annuity Assurance Company is duly organized and validly existing
under the laws of the Commonwealth of Virginia and has been duly authorized
to issue individual flexible premium variable life insurance policies by the
Bureau of Insurance of the State Corporation Commission of the Commonwealth
of Virginia.
2. GE Life & Annuity Separate Account III is a duly authorized and existing
separate account established pursuant to the provisions of Section 38.2-3113
of the Code of Virginia.
3. The flexible premium variable life insurance policies, when issued as
contemplated by said Form S-6 Registration Statement, will constitute legal,
validly issued and binding obligations of GE Life and Annuity Assurance
Company.
I hereby consent to the use of this letter, or copy thereof, as an exhibit to
Post-Effective Amendment No. 22 to the Registration Statement on Form S-6 (File
Number 33-12470); and the reference to me in said Post-Effective Amendment.
Sincerely,
Patricia L. Dysart
Assistant Vice President and
Associate General Counsel
Law Department
<PAGE>
Exhibit 3b
STEPHEN E. ROTH
DIRECT LINE: (202) 383-0158
Internet: [email protected]
April 25, 2000
Board of Directors
GE Life and Annuity Assurance
Company
6610 West Broad Street
Richmond, VA 23230
Re: GE Life & Annuity Separate Account III
--------------------------------------
Ladies and Gentlemen:
We hereby consent to the reference to our name the caption "Legal
Matters" in the Prospectus filed as part of the Post-Effective Amendment No. 22
to the Registration Statement on Form S-6 filed by GE Life & Annuity Separate
Account III for certain variable life insurance contracts (File No. 33-12470).
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.
Very truly yours,
SUTHERLAND ASBILL & BRENNAN LLP
By:_____________________________
Stephen E. Roth
<PAGE>
Exhibit 3c
Consent of Independent Auditors
The Board of Directors
GE Life and Annuity Assurance Company
and
Policyholders
GE Life & Annuity Separate Account III:
We consent to the use of our reports included herein and to the reference to our
firm under the heading "Experts" in the Registration Statement.
Our report on the consolidated financial statements of GE Life and Annuity
Assurance Company and subsidiary dated January 21, 2000, contains an explanatory
paragraph that states the Company changed its method of accounting for
insurance-related assessments in 1999.
/s/ KPMG LLP
Richmond, VA
April 24, 2000
<PAGE>
[GE LIFE & ANNUITY LETTERHEAD]
April 25, 2000
GE Life and Annuity Assurance Company
6610 West Broad Street
Richmond, Virginia 23230
Ladies and Gentlemen:
This opinion is furnished in connection with the registration by GE Life and
Annuity Assurance Company of a flexible premium variable life insurance policy
("Policies") under the Securities Act of 1933. The prospectus included in Post-
Effective Amendment No. 22 to Registration Statement No. 33-12470 on Form S-6
describes the Policy. I have provided actuarial advice concerning the
preparation of the Registration Statement and the preparation of the Policy form
described in the Registration Statement and Exhibits thereto.
In my professional opinion, the illustration of death benefits and cash values
included in the Appendix of the prospectus, based on the assumptions stated in
the illustrations, are consistent with the provisions of the Policy. The rate
structure of the Policy has not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations, appear more
favorable to a prospective purchaser of a Policy for male age 55 than to
prospective purchasers of Policies for males at other ages or underwriting
classes or for females.
Additionally, the prospectus information contained in the examples of the death
benefit options, based on the assumptions stated in those examples, are
consistent with the provisions of the policy.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.
Sincerely,
Paul Haley, FSA, MAAA
Vice President & Actuary
<PAGE>
EXHIBIT 7B POWER OF ATTORNEY
GE LIFE AND ANNUITY ASSURANCE COMPANY
POWER OF ATTORNEY
GE Life and Annuity Assurance Company, a Virginia Corporation (the "Company")
and its Director and Sr. Vice President, Thomas M. Stinson, hereby nominate and
appoint Pamela S. Schutz, Selwyn L. Flournoy, Jr. and Patricia L. Dysart, (with
full power to each of them to act alone) as his true and lawful attorney-in-fact
and agent, for him and in his name and place in any and all capacities, to
execute and sign all Registration Statements of the Company filed with the
Securities and Exchange Commission on Form N-4 under the Securities Act of 1933
and the Investment Company Act of 1940 and on form S-6 under the Securities Act
(including all and all pre- and post-effective amendments and any supplements
thereto), and to file with the Securities and Exchange Commission all such
Registration Statements, amendments and any supplements thereto, as well as any
and all exhibits and other documents necessary or desirable to such Registration
Statement, amendment or supplement, granting to such attorneys and each of them,
full power and authority to do and perform each and every act necessary and/or
appropriate as fully and with all intents and purposes as the Company itself and
the undersigned officers and directors themselves might or could do.
IN WITNESS WHEREOF, GE LIFE AND ANNUITY ASSURANCE COMPANY has caused this power
of attorney to be executed in its full name and by its President and attested by
its Assistant Secretary, and the undersigned officer has executed such power of
attorney, as of April 4, 2000.
GE LIFE AND ANNUITY ASSURANCE COMPANY
BY
--------------------------------
Pamela S. Schutz
Director, President and COO
BY
--------------------------------
Thomas M. Stinson
Director and Sr. Vice President
ATTEST:
- ------------------------
W. Scott Williamson
Assistant Secretary
