MINNESOTA MUTUALS VARIABLE FUND D
497, 1997-05-06
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<PAGE>

                                     PART B

                         INFORMATION REQUIRED IN A STATEMENT

                             OF ADDITIONAL INFORMATION


<PAGE>


                          Minnesota Mutual Variable Fund D

             Cross Reference Sheet to Statement of Additional Information


Form N-4

Item Number    Caption in Statement of Additional Information

   15.         Cover Page

   16.         Table of Contents

   17.         Minnesota Mutual Variable Fund D

   18.         Not Applicable

   19.         Not Applicable

   20.         Distribution of Contracts

   21.         Not Applicable

   22.         Annuity Payments

   23.         Financial Statements

<PAGE>
                        MINNESOTA MUTUAL VARIABLE FUND D

Statement of Additional Information


The date of this document and the Prospectus is:  May 1, 1997


This Statement of Additional Information is not a prospectus.  Much of the
information contained in this Statement of Additional Information expands upon
subjects discussed in the Prospectus.  Therefore, this Statement should be read
in conjunction with the Variable Fund D's current Prospectus, bearing the same
date, which may be obtained by calling the Variable Fund D at (612) 665-3500, or
writing the Variable Fund D at Minnesota Mutual Life Center, 400 Robert Street
North, St. Paul, Minnesota 55101-2098.


                                TABLE OF CONTENTS

Variable Fund D

Trustees and Principal Management Officers of Minnesota Mutual

Other Contracts

Distribution of Contracts

Annuity Payments

Auditors

Financial Statements

Appendix A - Calculation of Unit Values


                                       -1-
<PAGE>
                                 VARIABLE FUND D

Minnesota Mutual Variable Fund D ("Variable Fund D") is a separate account of
The Minnesota Mutual Life Insurance Company ("Minnesota Mutual").  The Variable
Fund D is registered as a unit investment trust.  Prior to the Reorganization 
of the Fund in October of 1990 and the establishment of its several 
sub-accounts, the Fund was an open-end, diversified, management investment 
company investing in a diversified portfolio of equity securities, mainly 
common stocks.

         TRUSTEES AND PRINCIPAL MANAGEMENT OFFICERS OF MINNESOTA MUTUAL

     Trustees                           Principal Occupation


Giulio Agostini              Senior Vice President, Finance and Administrative
                             Services, Minnesota Mining and Manufacturing
                             Company, Maplewood, Minnesota 


Anthony L. Andersen          Chair-Board of Directors, H.B. Fuller Company,
                             St. Paul, Minnesota, since June 1995, prior
                             thereto for more than five years President and
                             Chief Executive Officer, H. B. Fuller Company
                             (Adhesive Products)


John F. Grundhofer           Chairman of the Board, President and Chief
                             Executive Officer, (First Bank System, Inc.,)
                             Minneapolis, Minnesota (Banking)


Harold V. Haverty            Retired since May 1995, prior thereto, for more
                             than five years Chairman of the Board, President
                             and Chief Executive Officer, Deluxe Corporation,
                             Shoreview, Minnesota (Check Printing)




David S. Kidwell, Ph.D.      Dean and Professor of Finance, The Curtis L.
                             Carlson School of Management, University of
                             Minnesota


Reatha C. King, Ph.D.        President and Executive Director, General Mills
                             Foundation, Minneapolis, Minnesota

Thomas E. Rohricht           Member, Doherty, Rumble & Butler Professional
                             Association, St. Paul, Minnesota (Attorneys)


Terry Tinson Saario, Ph.D.   Prior to March 1996, and for more than five years,
                             President, Northwest Area Foundation, St. Paul,
                             Minnesota (Private Regional Foundation)


Robert L. Senkler            Chairman of the Board, President and Chief
                             Executive Officer, The Minnesota Mutual Life
                             Insurance Company, since August 1995; prior
                             thereto for more than five years Vice President
                             and Actuary, The Minnesota Mutual Life Insurance
                             Company



                                       -2-

<PAGE>


Michael E. Shannon           Chairman, Chief Financial and Administrative
                             Officer, Ecolab, Inc., St. Paul, Minnesota, since
                             August 1992, prior thereto President, 
                             Residential Services Group, Ecolab, Inc., St. Paul,
                             Minnesota from October 1990 to July 1992 
                             (Develops and Markets Cleaning and Sanitizing 
                             Products)

Frederick T. Weyerhaeuser    Chairman, Clearwater Investment Trust since May
                             1996, prior thereto for more than five years,
                             Chairman, Clearwater Management Comapany, St. Paul,
                             Minnesota (Financial Management)


Principal Officers (other than Trustees)

          Name                           Position

     John F. Bruder               Senior Vice President

     Keith M. Campbell            Vice President

     Paul H. Gooding              Vice President and Treasurer

     Robert E. Hunstad            Executive Vice President

     James E. Johnson             Senior Vice President and Actuary

     Richard D. Lee               Vice President

     Joel W. Mahle                Vice President

     Dennis E. Prohofsky          Senior Vice President, General Counsel and 
                                  Secretary

     Gregory S. Strong            Vice President and Actuary

     Terrence S. Sullivan         Senior Vice President

     Randy F. Wallake             Senior Vice President


All Trustees who are not also officers of Minnesota Mutual have had the 
principal occupation (or employers) shown for at least five years. All
officers of Minnesota Mutual have been employed by Minnesota Mutual for at
least five years.



                                 OTHER CONTRACTS

In addition to the contracts described in the Prospectus, Minnesota Mutual
continually offers three types of Variable Fund D variable annuity contracts,
all incorporating a front-end loading of sales charges.  These contracts are the
Individual Accumulation Annuity Contract, Group Accumulation Annuity Contract
and Group Deposit Administration Variable Annuity Contracts.


                                       -3-
<PAGE>
                            DISTRIBUTION OF CONTRACTS


The contracts will be continuously sold by Minnesota Mutual life insurance
agents who are also registered representatives of MIMLIC Sales Corporation or
other broker-dealers who have entered into selling agreements with MIMLIC Sales.
MIMLIC Sales acts as the principal underwriter of the contracts.  MIMLIC Sales
Corporation is a wholly-owned subsidiary of MIMLIC Asset Management Company,
which is a wholly-owned subsidiary of Minnesota Mutual.  MIMLIC Asset 
Management Company is also the sole owner of the shares of Advantus Capital
Management Inc., the investment adviser for the Variable Fund D.  MIMLIC Sales
is registered as a broker-dealer under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers, Inc.

  Amounts paid by Minnesota Mutual for payment to the underwriter for 1996 was
$109,175.  These include payments made by Minnesota Mutual on behalf of the
underwriter.  Agents of Minnesota Mutual who are also registered representatives
of MIMLIC Sales are compensated directly by Minnesota Mutual.




                                ANNUITY PAYMENTS

Please see Appendix A to this Statement of Additional Information for an
illustration of the calculation of annuity unit values and of a variable annuity
payment, showing the method used for the calculation of both the initial and
subsequent payments.


                                    AUDITORS

The financial statements of Minnesota Mutual Variable Fund D and The Minnesota
Mutual Life Insurance Company included in this Statement of Additional
Information have been audited by KPMG Peat Marwick LLP, 4200 Norwest Center, 90
South Seventh Street, Minneapolis, Minnesota 55402, independent auditors, as
indicated in their reports in this Statement of Additional Information, and are
included herein in reliance upon such reports and upon the authority of such
firm as experts in accounting and auditing.


                                       -4-
<PAGE>



                             INDEPENDENT AUDITORS' REPORT
                                           





The Board of Trustees of The Minnesota Mutual Life Insurance Company
 and Contract Owners of Minnesota Mutual Variable Fund D:

We have audited the accompanying statements of assets and liabilities of the
Growth, Bond, Money Market, Asset Allocation, Mortgage Securities, Index 500 and
Small Company Segregated Sub-Accounts of Minnesota Mutual Variable Fund D (the
Account) as of December 31, 1996 and the related statements of operations for
the year then ended, the statements of changes in net assets for each of the
years in the two-year period then ended and the financial highlights for periods
presented in footnote (6).  These financial statements and the financial
highlights are the responsibility of the Account's management.  Our
responsibility is to express an opinion on these financial statements and the
financial highlights 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 and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  Investments owned at December 31, 1996 were verified by examination
of the underlying portfolios of MIMLIC Series Fund, Inc.  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 the Growth, Bond, Money Market,
Asset Allocation, Mortgage Securities, Index 500 and Small Company Segregated
Sub-Account of Minnesota Mutual Variable Fund D at December 31, 1996, the
results of their operations for the year then ended and changes in their net
assets and the financial highlights for the periods stated in the first
paragraph above, in conformity with generally accepted accounting principles.





                                  KPMG Peat Marwick LLP


Minneapolis, Minnesota
February 14, 1997

<PAGE>
<TABLE>
<CAPTION>

                                                      MINNESOTA MUTUAL VARIABLE FUND D
                                                    STATEMENTS OF ASSETS AND LIABILITIES
                                                              DECEMBER 31, 1996


                                                                                   SEGREGATED SUB-ACCOUNTS
                                                        ---------------------------------------------------------------------------
                                                                                 MONEY       ASSET     MORTGAGE   INDEX      SMALL
                     ASSETS                                GROWTH       BOND     MARKET   ALLOCATION  SECURITIES   500      COMPANY
                                                        ---------------------------------------------------------------------------
<S>                                                     <C>           <C>       <C>       <C>         <C>       <C>         <C>    
Investments in shares of MIMLIC Series Fund, Inc.:
    Growth Portfolio, 27,916,914 shares
     at net asset value of $2.343 per share
     (cost $44,638,303)...............................  $65,417,150       -        -         -           -         -           -
    Bond Portfolio, 371,302 shares
     at net asset value of $1.283 per share
     (cost $471,590)..................................       -        476,486      -         -           -         -           -
    Money Market Portfolio, 489,652 shares
     at net asset value of $1.000 per
     share (cost $489,652)............................       -           -      489,652      -           -         -           -
    Asset Allocation Portfolio, 3,080,843 shares
     at net asset value of $1.865 per
     share (cost $4,899,487)..........................       -           -         -      5,745,482      -         -           -
    Mortgage Securities Portfolio, 227,444 shares
     at net asset value of $1.187
     per share (cost $262,646)........................       -           -         -         -        269,885      -           -
    Index 500 Portfolio, 995,833 shares
     at net asset value of $2.409 per share
     (cost $1,754,836)................................       -           -         -         -           -      2,398,674      -
    Small Company Portfolio, 120,873 shares
     at net asset value of $1.535
     per share (cost $194,435)........................       -           -         -         -           -         -        185,521
                                                         ----------   -------   -------   ---------   -------   ---------   -------
                                                         65,417,150   476,486   489,652   5,745,482   269,885   2,398,674   185,521

Receivable from MIMLIC Series Fund, Inc.
 for investments sold.................................        2,095        11     2,219         128    65,007          64         3
Receivable from Minnesota Mutual
 for contract purchase payments.......................       26,631        79      -          4,945      -            635    65,178
                                                         ----------   -------   -------   ---------   -------   ---------   -------
     Total assets.....................................   65,445,876   476,576   491,871   5,750,555   334,892   2,399,373   250,702
                                                         ----------   -------   -------   ---------   -------   ---------   -------

                  LIABILITIES

Payable to MIMLIC Series Fund, Inc.
 for investments purchased............................       26,631        79      -          4,945      -            635    65,178
Payable to Minnesota Mutual for contract terminations
 and mortality and expense charges....................        2,095        11     2,219         128    65,007          64         3
                                                         ----------   -------   -------   ---------   -------   ---------   -------
     Total liabilities................................       28,726        90     2,219       5,073    65,007         699    65,181
                                                         ----------   -------   -------   ---------   -------   ---------   -------
     Net assets applicable to annuity 
      contract owners.................................  $65,417,150   476,486   489,652   5,745,482   269,885   2,398,674   185,521
                                                         ----------   -------   -------   ---------   -------   ---------   -------
                                                         ----------   -------   -------   ---------   -------   ---------   -------

            CONTRACT OWNERS' EQUITY

Contracts in accumulation period, accumulation 
 units outstanding of 4,666,243 for Growth; 
 296,978 for Bond; 395,596 for Money Market;
 2,804,901 for Asset Allocation; 175,022 
 for Mortgage Securities; 923,905 for Index 500
 and 114,187 for Small Company........................  $64,577,971   476,486   489,652   5,745,482   269,885   2,398,674   185,521
Contracts in annuity payment period (note 2)..........      839,179      -         -         -           -         -           -
                                                         ----------   -------   -------   ---------   -------   ---------   -------

     Total contract owners' equity....................  $65,417,150   476,486   489,652   5,745,482   269,885   2,398,674   185,521
                                                         ----------   -------   -------   ---------   -------   ---------   -------
                                                         ----------   -------   -------   ---------   -------   ---------   -------

NET ASSET VALUE PER ACCUMULATION UNIT.................  $    13.839     1.604     1.238       2.048     1.542       2.596     1.624
                                                         ----------   -------   -------   ---------   -------   ---------   -------
                                                         ----------   -------   -------   ---------   -------   ---------   -------

</TABLE>

See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                                                      MINNESOTA MUTUAL VARIABLE FUND D
                                                          STATEMENTS OF OPERATIONS
                                                        YEAR ENDED DECEMBER 31, 1996


                                                                                     SEGREGATED SUB-ACCOUNTS                        
                                                        --------------------------------------------------------------------------- 
                                                                                 MONEY       ASSET     MORTGAGE   INDEX      SMALL  
                                                           GROWTH       BOND     MARKET   ALLOCATION  SECURITIES   500      COMPANY 
                                                        --------------------------------------------------------------------------- 
<S>                                                     <C>           <C>       <C>       <C>         <C>       <C>         <C>     
Investment income (loss):
  Investment income distributions
   from underlying mutual fund (note 5)...............  $   542,019    25,694    22,653     182,931    12,622      31,146       254
  Reimbursement from Minnesota Mutual
   for excess expense charges (note 4)................      183,716     1,155     1,105      13,502       621       3,009       353
  Mortality and expense charges (note 3)..............     (501,360)   (3,907)   (3,739)    (45,678)   (2,099)    (17,721)   (1,195)
                                                         ----------   -------   -------   ---------   -------   ---------   -------
     Investment income (loss) - net...................      224,375    22,942    20,019     150,755    11,144      16,434      (588)
                                                         ----------   -------   -------   ---------   -------   ---------   -------


Realized and unrealized gains (losses)
 on investments - net:
  Realized gain distributions from
   underlying mutual fund (note 5)....................    5,093,360     4,632      -        334,941      -         16,123    13,014
                                                         ----------   -------   -------   ---------   -------   ---------   -------

  Realized gains on sales of investments:
     Proceeds from sales..............................    6,572,569   283,205   749,890   1,094,745   914,466     857,151   915,201
     Cost of investments sold.........................   (4,575,983) (278,098) (749,890)   (975,369) (913,850)   (671,087) (894,481)
                                                         ----------   -------   -------   ---------   -------   ---------   -------
                                                          1,996,586     5,107      -        119,376       616     186,064    20,720
                                                         ----------   -------   -------   ---------   -------   ---------   -------

     Net realized gains on investments................    7,089,946     9,739      -        454,317       616     202,187    33,734
                                                         ----------   -------   -------   ---------   -------   ---------   -------

     Net change in unrealized appreciation 
      or depreciation of investments..................    2,291,349   (22,377)     -         36,511      (383)    204,033   (25,097)
                                                         ----------   -------   -------   ---------   -------   ---------   -------
     Net gains (losses) on investments................    9,381,295   (12,638)     -        490,828       233     406,220     8,637
                                                         ----------   -------   -------   ---------   -------   ---------   -------
Net increase in net assets resulting from operations..  $ 9,605,670    10,304    20,019     641,583    11,377     422,654     8,049
                                                         ----------   -------   -------   ---------   -------   ---------   -------
                                                         ----------   -------   -------   ---------   -------   ---------   -------

</TABLE>

See accompanying notes to financial statements.       

<PAGE>
<TABLE>
<CAPTION>

                                                      MINNESOTA MUTUAL VARIABLE FUND D
                                                     STATEMENTS OF CHANGES IN NET ASSETS
                                                        YEAR ENDED DECEMBER 31, 1996


                                                                                     SEGREGATED SUB-ACCOUNTS                        
                                                        --------------------------------------------------------------------------- 
                                                                                 MONEY       ASSET     MORTGAGE   INDEX      SMALL  
                                                           GROWTH       BOND     MARKET   ALLOCATION  SECURITIES   500      COMPANY 
                                                        --------------------------------------------------------------------------- 
<S>                                                     <C>           <C>       <C>       <C>         <C>       <C>         <C>     
Operations:   
    Investment income (loss) - net....................  $   224,375    22,942    20,019     150,755    11,144      16,434      (588)
    Net realized gains on investments.................    7,089,946     9,739      -        454,317       616     202,187    33,734
    Net change in unrealized appreciation
     or depreciation of investments...................    2,291,349   (22,377)     -         36,511      (383)    204,033   (25,097)
                                                         ----------   -------   -------   ---------   -------   ---------   -------
Net increase in net assets resulting
     from operations..................................    9,605,670    10,304    20,019     641,583    11,377     422,654     8,049
                                                         ----------   -------   -------   ---------   -------   ---------   -------

Contract transactions (notes 2, 3, 5 and 6):
    Contract purchase payments........................    2,830,496   242,861   798,453     746,516   969,611     774,721   900,039
    Contract terminations
     and withdrawal payments..........................   (6,150,876) (280,453) (747,256) (1,062,569) (912,988)   (842,439) (914,359)
    Actuarial adjustments for mortality
     experience on annuities in payment period........       18,500      -         -         -           -           -         -
    Annuity benefit payments..........................     (122,548)     -         -         -           -           -         -
                                                         ----------   -------   -------   ---------   -------   ---------   -------
Increase (decrease) in net assets
     from contract transactions.......................   (3,424,428)  (37,592)   51,197    (316,053)   56,623     (67,718)  (14,320)
                                                         ----------   -------   -------   ---------   -------   ---------   -------

Increase (decrease) in net assets.....................    6,181,242   (27,288)   71,216     325,530    68,000     354,936    (6,271)
                                                         ----------   -------   -------   ---------   -------   ---------   -------

Net assets at the beginning of year...................   59,235,908   503,774   418,436   5,419,952   201,885   2,043,738   191,792
                                                         ----------   -------   -------   ---------   -------   ---------   -------

Net assets at the end of year.........................  $65,417,150   476,486   489,652   5,745,482   269,885   2,398,674   185,521
                                                         ----------   -------   -------   ---------   -------   ---------   -------
                                                         ----------   -------   -------   ---------   -------   ---------   -------

</TABLE>

See accompanying notes to financial statements.       

<PAGE>
<TABLE>
<CAPTION>

                                                      MINNESOTA MUTUAL VARIABLE FUND D
                                               STATEMENTS OF CHANGES IN NET ASSETS - CONTINUED
                                                        YEAR ENDED DECEMBER 31, 1995


                                                                                     SEGREGATED SUB-ACCOUNTS                        
                                                        --------------------------------------------------------------------------- 
                                                                                 MONEY       ASSET     MORTGAGE   INDEX      SMALL  
                                                           GROWTH       BOND     MARKET   ALLOCATION  SECURITIES   500      COMPANY 
                                                        --------------------------------------------------------------------------- 
<S>                                                     <C>           <C>       <C>       <C>         <C>       <C>         <C>     
Operations:   
    Investment income (loss) - net....................  $   252,409    15,601    36,092     114,255    20,750      15,439      (400)
    Net realized gains on investments.................    4,044,747     6,628      -        101,904     1,419      77,814    18,175
    Net change in unrealized appreciation
     or depreciation of investments...................    7,585,720    67,418      -        853,553    19,637     384,075    12,593
                                                         ----------   -------   -------   ---------   -------   ---------   -------

Net increase in net assets resulting
     from operations..................................   11,882,876    89,647    36,092   1,069,712    41,806     477,328    30,368
                                                         ----------   -------   -------   ---------   -------   ---------   -------

Contract transactions (notes 2, 3, 5 and 6):
    Contract purchase payments........................    2,227,245   285,425   647,179     678,249   400,199     690,349   222,170
    Contract terminations and withdrawal payments.....   (7,444,132) (380,190) (781,908) (1,005,491) (442,206)   (525,202) (145,230)
    Actuarial adjustments for mortality
     experience on annuities in payment period........       20,797      -         -         -           -         -           -
    Annuity benefit payments..........................     (107,858)     -         -         -           -         -           -
                                                         ----------   -------   -------   ---------   -------   ---------   -------

Increase (decrease) in net assets from
     contract transactions............................   (5,303,948)  (94,765) (134,729)   (327,242)  (42,007)    165,147    76,940
                                                         ----------   -------   -------   ---------   -------   ---------   -------

Increase (decrease) in net assets.....................    6,578,928    (5,118)  (98,637)    742,470      (201)    642,475   107,308

Net assets at the beginning of year...................   52,656,980   508,892   517,073   4,677,482   202,086   1,401,263    84,484
                                                         ----------   -------   -------   ---------   -------   ---------   -------

Net assets at the end of year.........................  $59,235,908   503,774   418,436   5,419,952   201,885   2,043,738   191,792
                                                         ----------   -------   -------   ---------   -------   ---------   -------
                                                         ----------   -------   -------   ---------   -------   ---------   -------

</TABLE>

See accompanying notes to financial statements.

<PAGE>


                           MINNESOTA MUTUAL VARIABLE FUND D

                            NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION

    Minnesota Mutual Variable Fund D (the Account) is organized as a
    segregated asset account of The Minnesota Mutual Life Insurance Company
    (Minnesota Mutual) under Minnesota law and is registered as a unit
    investment trust under the Investment Company Act of 1940 (as amended).

    The assets of each segregated sub-account are held for the exclusive
    benefit of the variable annuity contract owners and are not chargeable
    with liabilities arising out of the business conducted by any other
    account or by Minnesota Mutual.  Contract owners allocate their variable
    annuity payments to one or more of the seven segregated sub-accounts. 
    Such payments are then invested in shares of MIMLIC Series Fund, Inc. (the
    Fund) organized by Minnesota Mutual as the investment vehicle for its
    variable annuity contracts and variable life policies.  The Fund is
    registered under the Investment Company Act of 1940 (as amended) as a
    diversified, open-end management investment company.  Payments allocated
    to the Growth, Bond, Money Market, Asset Allocation, Mortgage Securities,
    Index 500 and Small Company segregated sub-accounts are invested in shares
    of the Growth, Bond, Money Market, Asset Allocation, Mortgage Securities,
    Index 500 and Small Company Portfolios of the Fund, respectively.

    MIMLIC Sales Corporation acts as the underwriter for the Account.  MIMLIC
    Asset Management Company acts as the investment adviser for the Fund. 
    MIMLIC Sales Corporation is a wholly-owned subsidiary of MIMLIC Asset
    Management Company.  MIMLIC Asset Management Company is a wholly-owned
    subsidiary of Minnesota Mutual.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

    USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of increases and decreases
    in net assets resulting from operations during the period.  Actual results
    could differ from those estimates.

    INVESTMENTS IN MIMLIC SERIES FUND, INC.

    Investments in shares of the Fund portfolios are stated at market value
    which is the net asset value per share as determined daily by the Fund. 
    Investment transactions are accounted for on the date the shares are
    purchased or sold.  The cost of investments sold is determined on the
    average cost method.  All dividend distributions received from the Fund
    are reinvested in additional shares of the Fund and are recorded by the
    sub-accounts on the ex-dividend date.

    FEDERAL INCOME TAXES

    The Account is treated as part of Minnesota Mutual for federal income tax
    purposes.  Under current interpretations of existing federal income tax
    law, no income taxes are payable on investment income or capital gain
    distributions received by the Account from the Fund.

    CONTRACTS IN ANNUITY PAYMENT PERIOD

    Annuity reserves are computed for contracts currently payable using the
    Progressive Annuity Mortality Table and an assumed interest rate of 3.5
    percent.  Charges to annuity reserves for mortality and risk expense are
    reimbursed to Minnesota Mutual if the reserves required are less than
    originally estimated.  If additional reserves are required, Minnesota
    Mutual reimburses the Account.
<PAGE>

                                          2

                           MINNESOTA MUTUAL VARIABLE FUND D


(3) MORTALITY AND EXPENSE AND SALES AND ADMINISTRATIVE SERVICE CHARGES

    The mortality and expense charge paid to Minnesota Mutual is computed
    daily and is equal, on an annual basis, to .795 percent of the average
    daily net assets of the Account.

    Sales and administrative service charges, depending upon the type of
    contract, may be deducted from the contract owner's contract purchase
    payment or contract withdrawal.  Total sales and administrative charges
    deducted from contract purchase payments or contract withdrawal proceeds
    for the years ended December 31, 1996 and 1995 amounted to $3,111 and
    $44,403, respectively.

(4) REIMBURSEMENT FROM MINNESOTA MUTUAL FOR EXCESS EXPENSES

    Effective October 26, 1990, the contract owners of the Account voted to
    reorganize as a unit investment trust under the Investment Company Act of
    1940 (as amended).  Prior to the reorganization, the Account invested
    directly in a diversified portfolio of equity securities.  The Account has
    seven segregated sub-accounts to which contract owners may allocate their
    payments.

    Under the Plan of Reorganization, Minnesota Mutual agreed to reimburse the
    Account for any increase in expenses paid by the Account as a result of
    the reorganization.  Prior to the reorganization, the Account was charged
    an investment advisory fee equal, on an annual basis, to .265 percent of
    the average daily net assets.  After the reorganization, the Account no
    longer pays an investment advisory fee since it no longer invests directly
    in a portfolio of securities.  However, contract values that are allocated
    to the segregated sub-accounts after the reorganization are invested in
    Fund portfolios that pay investment advisory fees as well as other
    operating expenses.  Investment advisory fees are based on the average
    daily net assets of the Fund portfolios at the annual rate of .50 percent
    for the Growth, Bond, Money Market, Asset Allocation and Mortgage
    Securities Portfolios, .40 percent for the Index 500 Portfolio and .75
    percent for the Small Company Portfolio.

    In calculating the accumulation unit value for the Growth segregated
    sub-account, Minnesota Mutual has agreed to make an adjustment that will
    have the effect of reimbursing the excess of any expenses indirectly
    incurred as a result of the investment advisory fee and the operating
    expenses incurred by the Growth Portfolio over the .265 percent investment
    advisory paid prior to the reorganization.  In calculating the
    accumulation unit value for the segregated sub-accounts other than Growth,
    Minnesota Mutual will make adjustments that, in effect, reimburse the
    excess of the investment advisory fees incurred through indirect
    investment in the Fund over the .265 percent investment management fee
    paid prior to the reorganization.  No adjustment will be made for the
    additional operating expenses charged to those portfolios.  However, in
    the past nine years Minnesota Mutual has voluntarily absorbed other
    operating expenses that exceed .15 percent on an annual basis for each
    Fund portfolio.

(5) INVESTMENT TRANSACTIONS

    The Account's purchases of Fund shares, including reinvestment of dividend
    distributions, were as follows during the year ended December 31, 1996:

     Growth Portfolio............................................   $8,465,876
     Bond Portfolio..............................................      273,187
     Money Market Portfolio .....................................      821,221
     Asset Allocation Portfolio..................................    1,264,388
     Mortgage Securities Portfolio...............................      982,233
     Index 500 Portfolio ........................................      821,990
     Small Company Portfolio.....................................      913,307

<PAGE>

                                          3

                           MINNESOTA MUTUAL VARIABLE FUND D


(6) UNIT ACTIVITY FROM CONTRACT TRANSACTIONS

    Transactions in units for each segregated sub-account for the years ended
    December 31, 1996 and 1995 were as follows:

<TABLE>
<CAPTION>

                                                       SEGREGATED SUB-ACCOUNTS
                                                  ---------------------------------
                                                                           MONEY
                                                   GROWTH       BOND       MARKET
                                                 ----------  ----------  ----------
<S>                                              <C>         <C>         <C>
    Units outstanding at December 31, 1994....    5,406,377     386,750     457,011
    Contract purchase payments................      199,989     189,477     567,847
    Deductions for contract terminations and    
     withdrawal payments......................     (687,507)   (254,615)   (672,123)
                                                 ----------  ----------  ----------
                                                
    Units outstanding at December 31, 1995....    4,918,859     321,612     352,735
    Contract purchase payments................      220,706     157,141     658,856
    Deductions for contract terminations and    
     withdrawal payments......................     (473,322)   (181,775)   (615,995)
                                                 ----------  ----------  ----------
                                                
    Units outstanding at December 31, 1996....    4,666,243     296,978     395,596
                                                 ----------  ----------  ----------
                                                 ----------  ----------  ----------

<CAPTION>

                                                                         SEGREGATED SUB-ACCOUNTS
                                                           -----------------------------------------------------
                                                              Asset       Mortgage      Index          Small
                                                           Allocation    Securities      500          Company
                                                           ----------    ----------    ----------    ----------
<S>                                                        <C>           <C>           <C>           <C> 
    Units outstanding at December 31, 1994.............     3,175,751       160,939       886,632        72,272
    Contract purchase payments ........................       411,886       289,664       359,706       154,531
    Deductions for contract terminations and
     withdrawal payments...............................      (627,510)     (313,616)     (295,035)     (101,921)
                                                           ----------    ----------    ----------    ----------


    Units outstanding at December 31, 1995 ............     2,960,127       136,987       951,303       124,882
    Contract purchase payments ........................       394,756       658,136       333,682       556,186
    Deductions for contract terminations and
     withdrawal payments...............................      (549,982)     (620,101)     (361,080)     (566,881)
                                                           ----------    ----------    ----------    ----------

    Units outstanding at December 31, 1996 ............     2,804,901       175,022       923,905       114,187
                                                           ----------    ----------    ----------    ----------
                                                           ----------    ----------    ----------    ----------

</TABLE>

<PAGE>
                                          4

                           MINNESOTA MUTUAL VARIABLE FUND D


(7) FINANCIAL HIGHLIGHTS

    The following tables for each segregated sub-account show certain data for
    an accumulation unit outstanding during the periods indicated:

    GROWTH

<TABLE>
<CAPTION>

                                                                                YEAR ENDED DECEMBER 31,
                                                           -----------------------------------------------------------------
                                                             1996          1995           1994           1993           1992
                                                           -------        ------         -----          -----          -----
<S>                                                        <C>            <C>            <C>            <C>            <C>
    Unit value, beginning of year.....................     $11.877         9.604         9.573          9.196          8.803
                                                           -------        ------         -----          -----          -----

    Income from investment operations:
      Net investment income...........................        .047          .049          .053           .086           .109
      Net gains or losses on securities
       (both realized and unrealized) ................       1.915         2.224         (.022)          .291           .284
                                                           -------        ------         -----          -----          -----

       Total from investment operations...............       1.962         2.273          .031           .377           .393
                                                           -------        ------         -----          -----          -----

    Unit value, end of year...........................     $13.839        11.877         9.604          9.573          9.196
                                                           -------        ------         -----          -----          -----
                                                           -------        ------         -----          -----          -----

</TABLE>

<PAGE>

                                          5

                           MINNESOTA MUTUAL VARIABLE FUND D


(7) FINANCIAL HIGHLIGHTS - CONTINUED   

    BOND

<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31,
                                                     -------------------------------------------------------------------
                                                       1996           1995           1994           1993           1992
                                                     ------          -----          -----          -----          -----
<S>                                                  <C>             <C>            <C>            <C>
    Unit value, beginning of year.................   $1.567          1.316          1.386          1.264          1.191
                                                     ------          -----          -----          -----          -----

    Income (loss) from investment operations:
      Net investment income.......................     .072           .044           .051           .030           .035
      Net gains or losses on securities
       (both realized and unrealized).............    (.035)          .207          (.121)          .092           .038
                                                     ------          -----          -----          -----          -----

       Total from investment operations...........     .037           .251          (.070)          .122           .073
                                                     ------          -----          -----          -----          -----

    Unit value, end of year.......................   $1.604          1.567          1.316          1.386          1.264
                                                     ------          -----          -----          -----          -----
                                                     ------          -----          -----          -----          -----

</TABLE>

<PAGE>

                                          6

                           MINNESOTA MUTUAL VARIABLE FUND D


(7) FINANCIAL HIGHLIGHTS - CONTINUED

    MONEY MARKET


<TABLE>
<CAPTION>

                                                                            YEAR ENDED DECEMBER 31,
                                                     ------------------------------------------------------------------
                                                       1996           1995           1994           1993           1992
                                                     ------          -----          -----          -----          -----
<S>                                                  <C>             <C>            <C>            <C>
    Unit value, beginning of year................    $1.186          1.131          1.097          1.074          1.047
                                                     ------          -----          -----          -----          -----

    Income from investment operations:

      Net investment income......................      .052           .055           .034           .023           .027
                                                     ------          -----          -----          -----          -----

       Total from investment operations..........      .052           .055           .034           .023           .027
                                                     ------          -----          -----          -----          -----

    Unit value, end of year .....................    $1.238          1.186          1.131          1.097          1.074
                                                     ------          -----          -----          -----          -----
                                                     ------          -----          -----          -----          -----

</TABLE>

<PAGE>

                                          7

                           MINNESOTA MUTUAL VARIABLE FUND D


(7) FINANCIAL HIGHLIGHTS - CONTINUED

    ASSET ALLOCATION

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                      ------------------------------------------------------------------
                                                       1996           1995           1994           1993           1992
                                                     ------          -----          -----          -----          -----
<S>                                                  <C>             <C>            <C>            <C>
    Unit value, beginning of year..............      $1.831          1.473          1.502          1.419          1.330
                                                     ------          -----          -----          -----          -----

    Income (loss) from investment operations:

      Net investment income....................        .051           .039           .024           .019           .020
      Net gains or losses on securities
       (both realized and unrealized)..........        .166           .319          (.053)          .064           .069
                                                     ------          -----          -----          -----          -----

       Total from investment operations........        .217           .358          (.029)          .083           .089
                                                     ------          -----          -----          -----          -----

    Unit value, end of year....................      $2.048          1.831          1.473          1.502          1.419
                                                     ------          -----          -----          -----          -----
                                                     ------          -----          -----          -----          -----

</TABLE>

<PAGE>

                                          8

                           MINNESOTA MUTUAL VARIABLE FUND D


(7) FINANCIAL HIGHLIGHTS - CONTINUED

    MORTGAGE SECURITIES

<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31,
                                                     -------------------------------------------------------------------
                                                       1996           1995           1994           1993           1992
                                                     ------          -----          -----          -----          -----
<S>                                                  <C>             <C>            <C>            <C>
    Unit value, beginning of year ................   $1.473          1.255          1.307          1.203          1.137
                                                     ------          -----          -----          -----          -----

    Income (loss) from investment operations:

      Net investment income ......................     .063           .106           .055           .044           .008
      Net gains or losses on securities
        (both realized and unrealized)............     .006           .112          (.107)          .060           .058
                                                     ------          -----          -----          -----          -----

       Total from investment operations...........     .069           .218          (.052)          .104           .066
                                                     ------          -----          -----          -----          -----

    Unit value, end of year.......................   $1.542          1.473          1.255          1.307          1.203
                                                     ------          -----          -----          -----          -----
                                                     ------          -----          -----          -----          -----

</TABLE>

<PAGE>

                                          9

                           MINNESOTA MUTUAL VARIABLE FUND D


(7) FINANCIAL HIGHLIGHTS - CONTINUED

    INDEX 500

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                     ------------------------------------------------------------------
                                                       1996           1995           1994           1993           1992
                                                     ------          -----          -----          -----          -----
<S>                                                  <C>             <C>            <C>            <C>            <C>
    Unit value, beginning of year...............     $2.148          1.580          1.572          1.442          1.352
                                                     ------          -----          -----          -----          -----

    Income from investment operations:

      Net investment income ....................       .017           .019           .014           .010           .011
      Net gains or losses on securities
        (both realized and unrealized)..........       .431           .549          (.006)          .120           .079
                                                     ------          -----          -----          -----          -----

       Total from investment operations.........       .448           .568           .008           .130           .090
                                                     ------          -----          -----          -----          -----

    Unit value, end of year.....................     $2.596          2.148          1.580          1.572          1.442
                                                     ------          -----          -----          -----          -----
                                                     ------          -----          -----          -----          -----

</TABLE>

<PAGE>

                                          10

                           MINNESOTA MUTUAL VARIABLE FUND D


(7) FINANCIAL HIGHLIGHTS - CONTINUED

    SMALL COMPANY

<TABLE>
<CAPTION>


                                                                                              PERIOD FROM 
                                                            YEAR ENDED DECEMBER 31,           MAY 3, 1993*
                                                     ------------------------------------      TO DECEMBER
                                                      1996           1995           1994        31, 1993
                                                     ------          -----          -----       --------
<S>                                                  <C>             <C>            <C>       <C>
    Unit value, beginning of period............      $1.535          1.169          1.107          1.000
                                                     ------          -----          -----       --------

    Income from investment operations:

      Net investment loss......................       (.006)         (.005)         (.004)         (.002)
      Net gains on securities (both
        realized and unrealized)...............        .095           .371           .066           .109
                                                     ------          -----          -----       --------

       Total from investment operations........        .089           .366           .062           .107
                                                     ------          -----          -----       --------

    Unit value, end of period..................      $1.624          1.535          1.169          1.107
                                                     ------          -----          -----       --------
                                                     ------          -----          -----       --------

</TABLE>

    *    Commencement of the segregated sub-account's operations.


<PAGE>

                                   APPENDIX A

CALCULATION OF ACCUMULATION UNIT VALUES

Calculation of the net investment factor and the accumulation unit value may be
illustrated by the following hypothetical example.  Assume the accumulation unit
value of the Variable Fund D Growth Sub-Account on the immediately preceding
valuation period was $6.499041.  Assume the following about the Series Fund
Growth Portfolio:  (a) the net asset value per share of the Growth Portfolio was
$1.394438 at the end of the current valuation period; (2) the Growth Portfolio
declared a per share dividend and capital gain distribution in the amount of
$.037162 during the current valuation period; and (3) the net asset value per
share of the Growth Portfolio was $1.426879 at the end of the preceding
valuation period.

The gross investment rate for the valuation period would be equal to 1.0033086
(1.394438 plus .037162 divided by 1.426879).  The net investment rate for the
valuation period is determined by deducting the total Growth Sub-Account
expenses from the gross investment rate.  Total Growth Sub-Account expenses of
 .0000162 is equal to .0000315 for mortality and risk expense (the daily
equivalent of .795% assuming 252 valuation dates per year) less .0000093 for the
investment management fee reimbursement (the daily equivalent of .235% assuming
252 valuation dates per year) less .0000060 for the other expense reimbursement
(the daily equivalent of .150% assuming 252 valuation dates per year).  The net
investment rate equals 1.0032924 (1.0033086 minus .0000162).

The accumulation unit value at the end of the valuation period would be equal to
the value on the immediately preceding valuation date ($6.499041) multiplied by
the net investment factor for the current valuation period (1.003294), which
produces $6.520438.

CALCULATION OF ANNUITY UNIT VALUES AND VARIABLE ANNUITY PAYMENT

The determination of the annuity unit value and the annuity payment may be
illustrated by the following hypothetical example.  Assume that the contract has
been in force for more than ten years so that no deferred sales charge will
apply and that there is no deduction for annuity premium taxes.  Assume further
that at the date of his or her retirement, the annuitant has credited to his or
her account 30,000 accumulation units, and that the value of an accumulation
unit on the valuation date next following the fourteenth day of the preceding
month was $1.150000, producing a total value of $34,500.  Assume also that the
annuitant elects an option for which the table in the contract indicates the
first monthly payment is $6.57 per $1,000 of value applied; the annuitant's
first monthly payment would thus be 34.500 multiplied by $6.57, or $226.67.

Assume that the annuity unit value on the due date of the first payment was
$1.100000.  When this is divided into the first monthly payment, the number of
annuity units represented by that payment is determined to be 206.064.  The
value of this same number of annuity units will be paid in each subsequent
month.

Assume further that the accumulation unit value on the valuation date next
following the fourteenth day of the succeeding month is $1.160000.  This is
divided by the accumulation unit 

                                       A-1
<PAGE>

value on the preceding monthly valuation date ($1.150000) to produce a ratio of
1.008696.  Multiplying this ratio by .997137 to neutralize the assumed
investment rate of 3.5% per annum already taken into account in determining
annuity units as described above, produces a result of 1.005808.  This is then
multiplied by the preceding annuity unit value ($1.100000) to produce a current
annuity value of $1.106390.

The second monthly payment is then determined by multiplying the fixed number of
annuity units (206.064) by the current annuity unit value ($1.106390), which
produces a second monthly annuity payment of $227.99.

                                       A-2

<PAGE>
 
                                                   INDEPENDENT AUDITORS' REPORT
   
The Board of Trustees     
   
The Minnesota Mutual Life Insurance Company     
   
  We have audited the accompanying consolidated balance sheets of The Minnesota
Mutual Life Insurance Company and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of operations and policyowners'
surplus and cash flows for each of the years in the three-year period ended
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on 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 audits 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 The
Minnesota Mutual Life Insurance Company and subsidiaries as of December 31,
1996 and 1995, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1996 in
conformity with generally accepted accounting principles. As discussed in Note
2 to the consolidated financial statements, the Company adopted Statement of
Financial Accounting Standards No. 120, "Accounting and Reporting by Mutual
Life Insurance Enterprises and by Insurance Enterprises for Certain Long-
Duration Participating Contracts," in 1996.     
   
  Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in the accompanying schedules is presented for purposes of additional analysis
and is not a required part of the basic financial statements. Such information
has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.     
                                         
                                      KPMG Peat Marwick LLP 
Minneapolis, Minnesota     
   
February 10, 1997     
       
       
                                                                              53
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
CONSOLIDATED BALANCE SHEETS     
   
DECEMBER 31, 1996 AND 1995     
 
                                     ASSETS
 
<TABLE>   
<CAPTION>
                                                        1996        1995
                                                     ----------- -----------
                                                         (IN THOUSANDS)
<S>                                                  <C>         <C>
Fixed maturity securities:
  Available-for-sale, at fair value (amortized cost
   $4,558,975 and $4,525,352)                        $ 4,674,082 $ 4,761,561
  Held-to-maturity, at amortized cost (fair value
   $1,179,112 and $1,281,523)                          1,125,638   1,180,654
Equity securities, at fair value (cost $429,509 and
 $277,554)                                               549,797     384,882
Mortgage loans, net                                      608,808     608,537
Real estate, net                                          43,082      47,256
Policy loans                                             204,178     198,716
Short-term investments                                   122,772      72,841
Other invested assets                                     98,247      91,530
                                                     ----------- -----------
   Total investments                                   7,426,604   7,345,977
Cash                                                      57,140      48,358
Finance receivables, net                                 259,192     226,720
Deferred policy acquisition costs                        589,517     539,732
Accrued investment income                                 90,996      98,373
Premiums receivable                                       77,140      85,247
Property and equipment, net                               55,050      50,809
Reinsurance recoverables                                 126,629     102,198
Other assets                                              54,798      46,530
Separate account assets                                3,706,256   2,609,460
                                                     ----------- -----------
    Total assets                                     $12,443,322 $11,153,404
                                                     =========== ===========
 
                     LIABILITIES AND POLICYOWNERS' SURPLUS
 
Liabilities:
  Policy and contract account balances               $ 4,310,015 $ 4,287,083
  Future policy and contract benefits                  1,638,720   1,554,898
  Pending policy and contract claims                      70,577      55,812
  Other policyowner funds                                396,848     371,537
  Policyowner dividends payable                           49,899      50,450
  Unearned premiums and fees                             207,111     210,494
  Federal income tax liability:
   Current                                                25,643      39,516
   Deferred                                              149,665     173,905
  Other liabilities                                      286,042     320,607
  Notes payable                                          319,000     279,967
  Separate account liabilities                         3,691,374   2,596,285
                                                     ----------- -----------
   Total liabilities                                  11,144,894   9,940,554
Policyowners' surplus:
  Unassigned surplus                                   1,190,116   1,059,598
  Net unrealized investment gains                        108,312     153,252
                                                     ----------- -----------
   Total policyowners' surplus                         1,298,428   1,212,850
                                                     ----------- -----------
    Total liabilities and policyowners' surplus      $12,443,322 $11,153,404
                                                     =========== ===========
</TABLE>    
 
          See accompanying notes to consolidated financial statements.
 
54
<PAGE>
 
                 
              THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
CONSOLIDATED STATEMENTS OF OPERATIONS AND POLICYOWNERS' SURPLUS     
   
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994     
 
                            STATEMENTS OF OPERATIONS
 
<TABLE>   
<CAPTION>
                                             1996        1995       1994
                                          ----------  ----------  ---------
                                                  (IN THOUSANDS)
<S>                                       <C>         <C>         <C>
Revenues:
  Premiums                                $  612,359  $  603,770  $ 562,018
  Policy and contract fees                   245,966     214,203    188,115
  Net investment income                      530,987     515,047    486,101
  Net realized investment gains               59,546      66,643     25,769
  Finance charge income                       46,932      39,937     34,258
  Other income                                51,630      40,250     30,106
                                          ----------  ----------  ---------
    Total revenues                         1,547,420   1,479,850  1,326,367
                                          ----------  ----------  ---------
Benefits and expenses:
  Policyowner benefits                       541,520     517,771    498,424
  Interest credited to policies and con-
   tracts                                    288,967     297,145    283,626
  General operating expenses                 302,618     273,425    253,317
  Commissions                                103,370      93,465     87,631
  Administrative and sponsorship fees         79,360      76,223     71,143
  Dividends to policyowners                   24,804      27,282     26,672
  Interest on notes payable                   22,798      11,128      7,295
  Increase in deferred policy acquisition
   costs                                     (15,312)    (29,822)   (43,974)
                                          ----------  ----------  ---------
    Total benefits and expenses            1,348,125   1,266,617  1,184,134
                                          ----------  ----------  ---------
     Income from operations before taxes     199,295     213,233    142,233
Federal income tax expense:
  Current                                     68,033      71,379     63,641
  Deferred                                       744      11,995     (1,511)
                                          ----------  ----------  ---------
    Total federal income tax expense          68,777      83,374     62,130
     Net income                           $  130,518  $  129,859  $  80,103
                                          ==========  ==========  =========
 
                      STATEMENTS OF POLICYOWNERS' SURPLUS
 
Policyowners' surplus, beginning of year  $1,212,850  $  874,577  $ 892,510
  Net income                                 130,518     129,859     80,103
  Change in net unrealized investment
   gains and losses                          (44,940)    208,414    (98,036)
                                          ----------  ----------  ---------
Policyowners' surplus, end of year        $1,298,428  $1,212,850  $ 874,577
                                          ==========  ==========  =========
</TABLE>    
          
       See accompanying notes to consolidated financial statements.     
 
                                                                              55
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
CONSOLIDATED STATEMENTS OF CASH FLOWS     
   
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994     
 
<TABLE>   
<CAPTION>
                                               1996        1995        1994
                                            ----------  ----------  ----------
                                                     (IN THOUSANDS)
<S>                                         <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                  $  130,518  $  129,859  $   80,103
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Interest credited to annuity and insur-
   ance contracts                              275,968     288,218     277,863
  Fees deducted from policy and contract
   balances                                   (206,780)   (201,575)   (188,226)
  Change in future policy benefits              84,389     100,025      63,328
  Change in other policyowner liabilities       16,099      (4,762)    (16,794)
  Change in deferred policy acquisition
   costs                                       (15,312)    (29,822)    (43,974)
  Change in premiums due and other receiv-
   ables                                       (26,142)    (18,039)     38,166
  Change in federal income tax liabilities     (12,055)     18,376      17,854
  Net realized investment gains                (59,546)    (66,643)    (25,769)
  Other, net                                    29,987      36,561      28,958
                                            ----------  ----------  ----------
    Net cash provided by operating activi-
     ties                                      217,126     252,198     231,509
                                            ----------  ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of:
  Fixed maturity securities, available-
   for-sale                                    877,682   1,349,348     653,498
  Equity securities                            352,901     203,493      88,645
  Mortgage loans                                15,567       4,315      20,912
  Real estate                                   11,678      15,948      17,571
  Other invested assets                         12,280      10,775      28,305
Proceeds from maturities and repayments
 of:
  Fixed maturity securities, available-
   for-sale                                    329,550     253,576     327,337
  Fixed maturity securities, held-to-matu-
   rity                                        114,222     127,617      75,648
  Mortgage loans                                94,703     104,730     126,134
Cost of purchases of:
  Fixed maturity securities, available-
   for-sale                                 (1,228,048) (1,975,130) (1,123,125)
  Fixed maturity securities, held-to-matu-
   rity                                        (60,612)   (140,763)   (131,820)
  Equity securities                           (446,599)   (212,142)   (131,483)
  Mortgage loans                              (108,691)   (209,399)   (145,964)
  Real estate                                   (3,786)    (16,554)    (10,985)
  Other invested assets                        (29,271)    (20,517)    (12,732)
Finance receivable originations or pur-
 chases                                       (175,876)   (167,298)   (134,867)
Finance receivable principal payments          142,723     123,515     104,539
Other, net                                     (43,662)    (19,292)     15,309
                                            ----------  ----------  ----------
    Net cash used for investing activities    (145,239)   (567,778)   (233,078)
                                            ----------  ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits credited to annuity and insurance
 contracts                                     657,405     710,525     647,237
Withdrawals from annuity and insurance
 contracts                                    (702,681)   (563,569)   (645,969)
Proceeds from issuance of surplus notes            --      124,967         --
Proceeds from issuance of debt by subsidi-
 ary                                            60,000      50,000      30,000
Payments on debt by subsidiary                 (21,000)    (10,000)     (9,100)
Other, net                                      (6,898)     (3,801)     (5,940)
                                            ----------  ----------  ----------
    Net cash provided by (used for) fi-
     nancing activities                        (13,174)    308,122      16,228
                                            ----------  ----------  ----------
Net increase (decrease) in cash and short-
 term investments                               58,713      (7,458)     14,659
Cash and short-term investments, beginning
 of year                                       121,199     128,657     113,998
                                            ----------  ----------  ----------
Cash and short-term investments, end of
 year                                       $  179,912  $  121,199  $  128,657
                                            ==========  ==========  ==========
</TABLE>    
          
       See accompanying notes to consolidated financial statements.     
 
56
<PAGE>
 
                 
              THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
          
(1) NATURE OF OPERATIONS     
   
The Minnesota Mutual Life Insurance Company (the Company), both directly and
through its subsidiaries, provides a diversified array of insurance and
financial products and services designed principally to protect and enhance the
long-term financial well-being of individuals and families.     
   
  The Company's strategy is to be successful in carefully selected niche
markets, primarily in the United States, while focusing on the retention of
existing business and the maintenance of profitability. To achieve this
objective, the Company has divided its businesses into four strategic business
units which focus on various markets: Individual, Financial Services, Group,
and Pension. Revenues reported in 1996 by these business units were
$780,250,000, $279,554,000, $213,461,000 and $104,059,000, respectively.
Additional revenues of $170,096,000 were reported by the Company's
subsidiaries.     
   
  At December 31, 1996, the Company was one of the 11 largest mutual life
insurance company groups in the United States, as measured by total assets. The
Company serves nearly seven million people through more than 4,000 associates
located at its St. Paul headquarters and in 81 general agencies and 43 regional
offices throughout the United States.     
   
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES     
   
Basis of Presentation     
   
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP), which vary in
certain respects from accounting practices prescribed or permitted by state
insurance regulatory authorities. The consolidated financial statements include
the accounts of The Minnesota Mutual Life Insurance Company and its
subsidiaries (collectively, "the Company"). All material intercompany
transactions and balances have been eliminated.     
   
  The preparation of financial statements in conformity with GAAP requires
management to make certain estimates and assumptions that affect reported
assets and liabilities, including reporting or disclosure of contingent assets
and liabilities as of the balance sheet date and the reported amounts of
revenues and expenses during the reporting period. Actual results could vary
from management's estimates.     
   
New Accounting Principles     
   
In 1995 and prior years, the Company prepared its financial statements
according to statutory accounting practices prescribed or permitted by the
Commerce Department of the State of Minnesota (Department of Commerce), and
these accounting practices were considered GAAP for mutual life insurance
companies.     
   
  In April 1993, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 40 (the Interpretation), "Applicability of Generally
Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises."
The Interpretation was supposed to become effective for fiscal years beginning
after December 15, 1994 and stated that financial statements prepared in
accordance with statutory accounting practices would no longer be considered to
be in conformity with GAAP. The Interpretation requires all mutual life
insurance companies that report their financial statements in conformity with
GAAP to apply all applicable authoritative GAAP pronouncements, with the
exception of Statements of Financial Accounting Standards (SFAS) No. 60,
"Accounting and Reporting by Insurance Enterprises," No. 97, "Accounting and
Reporting by Insurance Enterprises for Certain Long Duration Contracts and
Realized Gains and Losses from the Sale of Investments," and No. 113,
"Accounting for Reinsurance of Short-Duration and Long-Duration Contracts."
       
  In January 1995, the FASB issued SFAS 120, "Accounting and Reporting by
Mutual Life Insurance Enterprises and by Insurance Enterprises for Certain Long
Duration Participating Contracts." This statement deferred the implementation
of the Interpretation to fiscal years beginning after December 15, 1995 and
extended the requirements of SFAS Nos. 60, 97 and 113 to mutual life insurance
enterprises.     
   
  SFAS No. 120 also requires mutual life insurance enterprises to adopt
Statement of Position 95-1, "Accounting for Certain Insurance Activities of
Mutual Life Insurance Enterprises," which was issued by the American Institute
of Certified Public Accountants.     
 
                                                                              57
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     
   
  The Company adopted SFAS No. 120 on January 1, 1996, and the accompanying
1994 and 1995 financial statements and related notes have been restated to
conform with the presentation of the 1996 GAAP financial statements.     
   
  The Company will continue to prepare financial statements according to
statutory accounting practices prescribed or permitted by the Department of
Commerce for purposes of filing with the Department of Commerce, the National
Association of Insurance Commissioners and states in which the Company is
licensed to do business. The significant differences between statutory and GAAP
financial results are presented in Note 12.     
   
Insurance Revenues and Expenses     
   
Premiums on traditional life products, which include individual whole life and
term insurance and immediate annuities, are credited to revenue when due. For
accident and health and group life products, premiums are credited to revenue
over the contract period as earned. Benefits and expenses are recognized in
relation to premiums over the contract period via a provision for future policy
benefits and the amortization of deferred policy acquisition costs.     
   
  Nontraditional life products include individual adjustable and variable life
insurance and group universal and variable life insurance. Revenue from
nontraditional life products and deferred annuities is comprised of policy and
contract fees charged for the cost of insurance, policy administration and
surrenders. Expenses include the portion of claims not covered by and interest
credited to the related policy and contract account balances. Policy
acquisition costs are amortized relative to gross margins.     
   
Deferred Policy Acquisition Costs     
   
The costs of acquiring new and renewal business, which vary with and are
primarily related to the production of new and renewal business, are generally
deferred to the extent recoverable from future premiums or expected gross
profits. Deferrable costs include commissions, underwriting expenses and
certain other selling and issue costs.     
   
  For traditional life, accident and health and group life products, deferred
acquisition costs are amortized over the premium paying period in proportion to
the ratio of annual premium revenues to ultimate anticipated premium revenues.
The ultimate premium revenues are estimated based upon the same assumptions
used to calculate the future policy benefits.     
   
  For nontraditional life products and deferred annuities, deferred acquisition
costs are amortized over the estimated lives of the contracts in relation to
the present value of estimated gross profits from surrender charges and
investment, mortality and expense margins.     
   
  Deferred acquisition costs amortized were $125,978,000, $104,940,000 and
$86,477,000 for the years ended December 31, 1996, 1995 and 1994, respectively.
       
Finance Charge Income and Receivables     
   
Finance charge income represents fees and interest charged on consumer loans.
The Company uses the interest (actuarial) method of accounting for finance
charges and interest on finance receivables. Accrual of finance charges and
interest is suspended when a loan is contractually delinquent for more than 60
days and is subsequently recognized when received. Accrual is resumed when the
loan is contractually less than 60 days past due. An allowance for
uncollectible amounts is maintained by direct charges to operations at an
amount which management believes, based upon historical losses and economic
conditions, is adequate to absorb probable losses on existing receivables that
may become uncollectible. The reported receivables are net of this allowance.
       
Valuation of Investments     
   
Fixed maturity securities (bonds) which the Company has the positive intent and
ability to hold to maturity are classified as held-to-maturity and are carried
at amortized cost, net of write-downs for other than temporary declines in
value. Premiums and discounts are amortized or accreted over the estimated
lives of the securities based on the interest yield method. Fixed maturity
securities which may be sold prior to maturity are classified as available-for-
sale and carried at fair value.     
 
58
<PAGE>
 
                 
              THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     
   
  Equity securities (common stocks and preferred stocks) are carried at fair
value. Equity securities also include initial contributions to affiliated
registered investment funds that are managed by a subsidiary of the Company.
These contributions are carried at the market value of the underlying net
assets of the funds.     
   
  Mortgage loans are carried at amortized cost less an allowance for
uncollectible amounts. Premiums and discounts are amortized or accreted over
the terms of the mortgage loans based on the interest yield method. A mortgage
loan is considered impaired if it is probable that contractual amounts due will
not be collected. Impaired mortgage loans are valued at the fair value of the
underlying collateral. Interest income on impaired mortgage loans is recorded
on an accrual basis. However, when the likelihood of collection is doubtful,
interest income is recognized when received.     
   
  Fair values of fixed maturity securities and equity securities are based on
quoted market prices, where available. If quoted market prices are not
available, fair values are estimated using values obtained from independent
pricing services which specialize in matrix pricing and modeling techniques for
estimating fair values. Fair values of mortgage loans are based upon discounted
cash flows, quoted market prices and matrix pricing.     
   
  Real estate is carried at cost less accumulated depreciation and an allowance
for estimated losses. Accumulated depreciation on real estate at December 31,
1996 and 1995, was $5,968,000 and $8,342,000, respectively.     
   
  Policy loans are carried at the unpaid principal balance.     
   
Derivative Financial Instruments     
   
The Company entered into equity swaps in 1996 as part of an overall risk
management strategy. The swaps are used to hedge exposure to market risk on
$400,000,000 of the Company's common stock portfolio. The swaps are based upon
certain stock indices, and settlement with the counterparties will take place
in January 1998. If, at the time of settlement for a particular swap, the
designated stock index has fallen below a specified level, the counterparty
will pay the Company an amount based upon the decline in the index and the
stock portfolio value protected by the swap. If, at the time of settlement, the
designated stock index has risen, the Company will pay the counterparty an
amount based upon the increase in the index and 25% of the stock portfolio
value protected by the swap.     
   
  The basic types of risks associated with derivatives are market risk (that
the value of the derivative will be adversely affected by changes in the
market) and credit risk (that the counterparty will not perform according to
the contract terms). To reduce credit risk, the swap contracts require that the
counterparties maintain sufficient credit ratings and provide collateral under
certain circumstances.     
   
  The swaps are carried at fair value, which is based upon dealer quotes.
Changes in fair value are recorded directly in policyowners' surplus. Upon
settlement of the swaps, gains or losses are recognized in income.     
   
Capital Gains and Losses     
   
Realized and unrealized capital gains and losses are determined on the specific
identification method. Write-downs of held-to-maturity securities and the
provision for credit losses on mortgage loans and real estate are recorded as
realized losses.     
   
  Changes in the fair value of fixed maturity securities available-for-sale and
equity securities are recorded as a separate component of policyowners'
surplus, net of taxes and related adjustments to deferred policy acquisition
costs and unearned policy and contract fees.     
   
Property and Equipment     
   
Property and equipment are carried at cost, net of accumulated depreciation of
$81,962,000 and $75,507,000 at December 31, 1996 and 1995, respectively.
Buildings are depreciated over 40 years and equipment is generally depreciated
over 5 to 10 years. Depreciation expense for the years ended December 31, 1996,
1995 and 1994, was $6,454,000, $5,941,000 and $8,136,000, respectively.     
 
                                                                              59
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)     
   
Separate Accounts     
   
Separate account assets and liabilities represent segregated funds administered
and invested by the Company for the exclusive benefit of certain policyowners
and contractholders. The Company receives administrative and investment
advisory fees for services rendered on behalf of these funds. Separate account
assets and liabilities are carried at fair value, based upon the market value
of the investments held in the segregated funds.     
   
  The Company periodically invests money in its separate accounts. The market
value of such investments is included with separate account assets and amounted
to $14,882,000 and $13,175,000 as of December 31, 1996 and 1995, respectively.
       
Policyowner Liabilities     
   
Policy and contract account balances represent the net accumulation of funds
associated with nontraditional life products and deferred annuities. Additions
to the account balances include premiums, deposits and interest credited by the
Company. Decreases in the account balances include surrenders, withdrawals,
benefit payments, and charges assessed for the cost of insurance, policy
administration and surrenders.     
   
  Future policy and contract benefits are comprised of reserves for traditional
life, group life, and accident and health products. The reserves were
calculated using the net level premium method based upon assumptions regarding
investment yield, mortality, morbidity, and withdrawal rates determined at the
date of issue, commensurate with the Company's experience. Provision has been
made in certain cases for adverse deviations from these assumptions.     
   
  Other policyowner funds are comprised of dividend accumulations, premium
deposit funds and supplementary contracts without life contingencies.     
   
Participating Business     
   
Substantially all of the Company's premium revenues are derived from
participating policies. Dividends and other discretionary payments are declared
by the Board of Trustees based upon actuarial determinations which take into
consideration current mortality, interest earnings, expense factors and federal
income taxes. Dividends are recognized as expenses consistent with the
recognition of premiums.     
   
Income Taxes     
   
Current income taxes are charged to operations based upon amounts estimated to
be payable as a result of taxable operations for the current year. Deferred
income tax assets and liabilities are recognized for the future tax
consequences attributable to the differences between financial statement
carrying amounts and income tax bases of assets and liabilities.     
   
Reinsurance Recoverables     
   
Insurance liabilities are reported before the effects of ceded reinsurance.
Reinsurance recoverables represent amounts due from reinsurers for paid and
unpaid benefits, expense reimbursements, prepaid premiums and future policy
benefits.     
 
60
<PAGE>
 
                 
              THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(3) INVESTMENTS     
   
Net investment income for the years ended December 31 was as follows:     
<TABLE>   
<CAPTION>
                             1996      1995      1994
                           --------  --------  --------
                                 (IN THOUSANDS)
<S>                        <C>       <C>       <C>
Fixed maturity securities  $433,985  $426,114  $417,698
Equity securities            14,275     8,883     4,485
Mortgage loans               63,865    58,943    49,676
Real estate                    (475)      497       648
Policy loans                 13,828    12,821    11,800
Short-term investments        6,535     6,716     4,262
Other invested assets         4,901     5,168     3,212
                           --------  --------  --------
  Gross investment income   536,914   519,142   491,781
Investment expenses          (5,927)   (4,095)   (5,680)
                           --------  --------  --------
    Total                  $530,987  $515,047  $486,101
                           ========  ========  ========
</TABLE>    
   
  Net realized capital gains (losses) for the years ended December 31 were as
follows:     
 
<TABLE>   
<CAPTION>
                            1996     1995     1994
                           -------  -------  -------
                               (IN THOUSANDS)
<S>                        <C>      <C>      <C>
Fixed maturity securities  $(6,536) $24,025  $(2,528)
Equity securities           57,770   36,374   11,268
Mortgage loans                (721)    (207)     (82)
Real estate                  7,088    2,436    3,915
Other invested assets        1,945    4,015   13,196
                           -------  -------  -------
    Total                  $59,546  $66,643  $25,769
                           =======  =======  =======
</TABLE>    
   
  Gross realized gains (losses) on the sales of fixed maturity securities and
equity securities for the years ended December 31 were as follows:     
<TABLE>   
<CAPTION>
                                                  1996      1995      1994
                                                --------  --------  --------
                                                      (IN THOUSANDS)
<S>                                             <C>       <C>       <C>
Fixed maturity securities, available-for-sale:
  Gross realized gains                          $ 19,750  $ 34,898  $ 13,375
  Gross realized losses                          (26,286)  (10,873)  (15,903)
Equity securities:
  Gross realized gains                            79,982    52,670    21,538
  Gross realized losses                          (22,212)  (16,296)  (10,270)
</TABLE>    
   
  Net unrealized gains (losses) included in policyowners' surplus at December
31 were as follows:     
 
<TABLE>   
<CAPTION>
                                                   1996      1995
                                                 --------  --------
                                                  (IN THOUSANDS)
<S>                                              <C>       <C>
Gross unrealized gains                           $314,576  $358,877
Gross unrealized losses                           (77,337)  (13,713)
Adjustment to deferred policy acquisition costs   (65,260)  (99,732)
Adjustment to unearned policy and contract fees    (8,192)  (11,665)
Deferred federal income taxes                     (55,475)  (80,515)
                                                 --------  --------
  Net unrealized gains                           $108,312  $153,252
                                                 ========  ========
</TABLE>    
 
                                                                              61
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(3)INVESTMENTS (CONTINUED)     
   
  The amortized cost and fair value of investments in marketable securities by
type of investment were as follows:     
 
<TABLE>   
<CAPTION>
                                                GROSS UNREALIZED
                                     AMORTIZED  ----------------    FAIR
                                        COST     GAINS   LOSSES    VALUE
                                     ---------- -------- ------- ----------
                                                 (IN THOUSANDS)
<S>                                  <C>        <C>      <C>     <C>
DECEMBER 31, 1996
Available-for-sale:
  United States government and gov-
   ernment agencies and authorities  $  302,820 $  2,397 $ 6,756 $  298,461
  States, municipalities, and polit-
   ical subdivisions                     11,296      759     --      12,055
  Foreign governments                     1,926      --       54      1,872
  Corporate securities                2,450,126  115,846  19,554  2,546,418
  Mortgage-backed securities          1,792,807   64,834  42,365  1,815,276
                                     ---------- -------- ------- ----------
    Total fixed maturities            4,558,975  183,836  68,729  4,674,082
  Equity securities--unaffiliated       353,983  107,172   5,168    455,987
  Equity securities--affiliated          75,526   18,284     --      93,810
                                     ---------- -------- ------- ----------
    Total equity securities             429,509  125,456   5,168    549,797
                                     ---------- -------- ------- ----------
      Total available-for-sale        4,988,484  309,292  73,897  5,223,879
Held-to-maturity:
  Corporate securities                  904,994   50,187   3,130    952,051
  Mortgage-backed securities            220,644    7,833   1,416    227,061
                                     ---------- -------- ------- ----------
    Total held-to-maturity            1,125,638   58,020   4,546  1,179,112
                                     ---------- -------- ------- ----------
      Total                          $6,114,122 $367,312 $78,443 $6,402,991
                                     ========== ======== ======= ==========
DECEMBER 31, 1995
Available-for-sale:
  United States government and gov-
   ernment agencies and authorities  $  261,669 $ 10,911 $   440 $  272,140
  States, municipalities, and polit-
   ical subdivisions                     26,317    3,262     --      29,579
  Foreign governments                     1,704      223     --       1,927
  Corporate securities                2,523,889  169,329   6,098  2,687,120
  Mortgage-backed securities          1,711,773   62,510   3,488  1,770,795
                                     ---------- -------- ------- ----------
    Total fixed maturities            4,525,352  246,235  10,026  4,761,561
Equity securities--unaffiliated         196,355   91,269   1,590    286,034
Equity securities--affiliated            81,199   17,649     --      98,848
                                     ---------- -------- ------- ----------
    Total equity securities             277,554  108,918   1,590    384,882
                                     ---------- -------- ------- ----------
      Total available-for-sale        4,802,906  355,153  11,616  5,146,443
Held-to-maturity:
  United States government and gov-
   ernment agencies and authorities         250        3     --         253
  States, municipalities, and polit-
   ical subdivisions                        525        6     --         531
  Corporate securities                  953,511   89,962     525  1,042,948
  Mortgage-backed securities            226,368   11,540     117    237,791
                                     ---------- -------- ------- ----------
    Total held-to-maturity            1,180,654  101,511     642  1,281,523
                                     ---------- -------- ------- ----------
      Total                          $5,983,560 $456,664 $12,258 $6,427,966
                                     ========== ======== ======= ==========
</TABLE>    
 
62
<PAGE>
 
                 
              THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(3)INVESTMENTS (CONTINUED)     
   
  The amortized cost and estimated fair value of fixed maturity securities at
December 31, 1996, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.     
 
<TABLE>   
<CAPTION>
                                   AVAILABLE-FOR-SALE     HELD-TO-MATURITY
                                  --------------------- ---------------------
                                  AMORTIZED     FAIR    AMORTIZED     FAIR
                                     COST      VALUE       COST      VALUE
                                  ---------- ---------- ---------- ----------
                                                (IN THOUSANDS)
<S>                               <C>        <C>        <C>        <C>
Due in one year or less           $   33,390 $   33,429 $    4,889 $    4,948
Due after one year through five
 years                               435,040    459,870    163,206    168,527
Due after five years through ten
 years                             1,383,954  1,429,460    223,848    235,754
Due after ten years                  913,784    936,047    513,051    542,822
                                  ---------- ---------- ---------- ----------
                                   2,766,168  2,858,806    904,994    952,051
Mortgage-backed securities         1,792,807  1,815,276    220,644    227,061
                                  ---------- ---------- ---------- ----------
  Total                           $4,558,975 $4,674,082 $1,125,638 $1,179,112
                                  ========== ========== ========== ==========
</TABLE>    
   
  At December 31, 1996 and 1995, bonds and certificates of deposit with a
carrying value of $12,934,000 and $15,296,000, respectively, were on deposit
with various regulatory authorities as required by law.     
   
  Allowances for credit losses on investments are reflected on the consolidated
balance sheets as a reduction of the related assets and were as follows:     
 
<TABLE>   
<CAPTION>
                         1996    1995
                        ------- -------
                        (IN THOUSANDS)
<S>                     <C>     <C>
Mortgage loans          $ 1,895 $ 1,711
Foreclosed real estate      535     400
Investment real estate    2,529   2,565
                        ------- -------
  Total                 $ 4,959 $ 4,676
                        ======= =======
</TABLE>    
   
  At December 31, 1996, the recorded investment in mortgage loans that were
considered to be impaired was $6,518,000 before allowance for credit losses.
Included in this amount is $2,225,000 of impaired loans, for which the related
allowance for credit losses is $395,000, and $4,293,000 of impaired loans that,
as a result of adequate fair market value of underlying collateral, do not have
an allowance for credit losses.     
   
  At December 31, 1995, the recorded investment in mortgage loans that were
considered to be impaired was $12,232,000 before allowance for credit losses.
Included in this amount is $3,256,000 of impaired loans, for which the related
allowance for credit losses is $211,000, and $8,976,000 of impaired loans that,
as a result of adequate fair market value of underlying collateral, do not have
an allowance for credit losses.     
   
  In addition to the allowance for credit losses on impaired mortgage loans, a
general allowance for credit losses was established for potential impairments
in the remainder of the mortgage loan portfolio. The general allowance was
$1,500,000 at December 31, 1996, 1995 and 1994.     
   
  Changes in the allowance for credit losses on mortgage loans were as follows:
    
<TABLE>   
<CAPTION>
                               1996    1995    1994
                              ------  ------  ------
                                 (IN THOUSANDS)
<S>                           <C>     <C>     <C>
Balance at beginning of year  $1,711  $2,449  $2,412
Provision for credit losses      381     127     622
Charge-offs                     (197)   (865)   (585)
                              ------  ------  ------
  Balance at end of year      $1,895  $1,711  $2,449
                              ======  ======  ======
</TABLE>    
 
                                                                              63
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
 
(3)INVESTMENTS (CONTINUED)
   
  Below is a summary of interest income on impaired mortgage loans.     
 
<TABLE>   
<CAPTION>
                                                          1996   1995    1994
                                                         ------ ------- -------
                                                             (IN THOUSANDS)
<S>                                                      <C>    <C>     <C>
Average impaired mortgage loans                          $9,375 $15,845 $20,236
Interest income on impaired mortgage loans--contractual   1,796   1,590   2,103
Interest income on impaired mortgage loans--collected     1,742   1,515   1,963
</TABLE>    
   
(4) NET FINANCE RECEIVABLES     
   
Finance receivables as of December 31 were as follows:     
 
<TABLE>   
<CAPTION>
                                       1996      1995
                                     --------  --------
                                      (IN THOUSANDS)
<S>                                  <C>       <C>
Direct installment loans             $204,038  $178,262
Retail installment notes               30,843    32,345
Retail revolving credit                24,863    14,864
Credit card receivables                 3,541     4,479
Accrued interest                        3,404     3,147
                                     --------  --------
Gross receivables                     266,689   233,097
Allowance for uncollectible amounts    (7,497)   (6,377)
                                     --------  --------
  Finance receivables, net           $259,192  $226,720
                                     ========  ========
</TABLE>    
   
  Direct installment loans at December 31, 1996 consisted of $93,127,000 of
discount basis loans (net of unearned finance charges) and $110,911,000 of
interest-bearing loans. As of December 31, 1995, discount basis loans amounted
to $92,351,000 and interest-bearing loans amounted to $85,911,000. Direct
installment loans generally have a maximum term of 84 months. Retail
installment notes are principally discount basis, arise from the sale of
household appliances, furniture, and sundry services, and generally have a
maximum term of 48 months. Experience has shown that a substantial portion of
finance receivables will be renewed, converted or paid in full prior to
maturity.     
   
  Principal cash collections of direct installment loans amounted to
$92,438,000, $75,865,000 and $70,941,000, and the percentage of these cash
collections to average net balances was 48%, 47% and 55% for the years ended
December 31, 1996, 1995 and 1994, respectively.     
   
  Changes in the allowance for uncollectible amounts for the years ended
December 31 were as follows:     
 
<TABLE>   
<CAPTION>
                               1996     1995    1994
                              -------  ------  ------
                                 (IN THOUSANDS)
<S>                           <C>      <C>     <C>
Balance at beginning of year  $ 6,377  $5,360  $4,801
Provision for credit losses    10,086   6,140   4,652
Charge-offs                   (11,036) (6,585) (5,305)
Recoveries                      2,070   1,462   1,212
                              -------  ------  ------
  Balance at end of year      $ 7,497  $6,377  $5,360
                              =======  ======  ======
</TABLE>    
 
64
<PAGE>
 
                 
              THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(5) INCOME TAXES     
   
Income tax expense varies from the amount computed by applying the federal
income tax rate of 35% to income from operations before taxes. The significant
components of this difference were as follows:     
 
<TABLE>   
<CAPTION>
                           1996     1995     1994
                          -------  -------  -------
                              (IN THOUSANDS)
<S>                       <C>      <C>      <C>
Computed tax expense      $69,753  $74,631  $49,781
Differences between
 computed and actual tax
 expense:
  Dividends received
   deduction               (2,534)  (1,710)  (1,293)
  Special tax on mutual
   life insurance
   companies                2,760   10,134    9,880
  Tax credits              (3,475)  (1,840)  (1,150)
  Expense adjustments and
   other                    2,273    2,159    4,912
                          -------  -------  -------
    Total tax expense     $68,777  $83,374  $62,130
                          =======  =======  =======
</TABLE>    
   
  The tax effects of temporary differences that give rise to the Company's net
deferred federal tax liability were as follows:     
 
<TABLE>   
<CAPTION>
                                                        1996     1995
                                                      -------- --------
                                                         (IN THOUSANDS)
<S>                                                   <C>      <C>      <C>
Deferred tax assets:
  Policyowner liabilities                             $ 15,854 $ 22,151
  Unearned fee income                                   43,232   43,576
  Pension and post-retirement benefits                  21,815   20,187
  Tax deferred policy acquisition costs                 58,732   47,228
  Net realized capital losses                            8,275    7,881
  Other                                                 19,229   17,997
                                                      -------- --------
    Gross deferred tax assets                          167,137  159,020
Deferred tax liabilities:
  Deferred policy acquisition costs                    206,331  188,906
  Real estate and property and equipment depreciation   10,089    9,049
  Basis difference on investments                        8,605    7,402
  Net unrealized capital gains                          81,339  119,604
  Other                                                 10,438    7,964
                                                      -------- --------
    Gross deferred tax liabilities                     316,802  332,925
                                                      -------- --------
      Net deferred tax liability                      $149,665 $173,905
                                                      ======== ========
</TABLE>    
   
  A valuation allowance for deferred tax assets was not considered necessary as
of December 31, 1996 and 1995, because the Company believes that it is more
likely than not that the deferred tax assets will be realized through future
reversals of existing taxable temporary differences and future taxable income.
       
  Income taxes paid for the years ended December 31, 1996, 1995 and 1994, were
$79,026,000, $64,390,000 and $45,268,000, respectively.     
 
                                                                              65
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(6) LIABILITY FOR UNPAID ACCIDENT AND HEALTH CLAIMS AND CLAIM ADJUSTMENT
EXPENSES     
   
Activity in the liability for unpaid accident and health claims and claim
adjustment expenses is summarized as follows:     
 
<TABLE>   
<CAPTION>
                                  1996     1995      1994
                                -------- --------  --------
                                      (IN THOUSANDS)
<S>                             <C>      <C>       <C>
Balance at January 1            $377,302 $349,311  $323,304
  Less: reinsurance recoverable   80,333   61,624    51,549
                                -------- --------  --------
Net balance at January 1         296,969  287,687   271,755
                                -------- --------  --------
Incurred related to:
  Current year                   134,727  129,896   129,028
  Prior years                      4,821   (4,014)      860
                                -------- --------  --------
Total incurred                   139,548  125,882   129,888
                                -------- --------  --------
Paid related to:
  Current year                    51,695   47,620    46,270
  Prior years                     70,073   68,980    67,686
                                -------- --------  --------
Total paid                       121,768  116,600   113,956
                                -------- --------  --------
Net balance at December 31       314,749  296,969   287,687
  Plus: reinsurance recoverable  102,161   80,333    61,624
                                -------- --------  --------
Balance at December 31          $416,910 $377,302  $349,311
                                ======== ========  ========
</TABLE>    
   
  The liability for unpaid accident and health claims and claim adjustment
expenses is included in future policy and contract benefits and pending policy
and contract claims on the consolidated balance sheets.     
   
  Incurred claims related to prior years are due to the differences between
actual and estimated claims incurred as of the end of the prior year and
interest credited to future policy and contract benefits.     
   
(7) EMPLOYEE BENEFIT PLANS     
   
Pension Plans     
   
The Company has noncontributory defined benefit retirement plans covering
substantially all employees and certain agents. Benefits are based upon years
of participation and the employee's average monthly compensation or the agent's
adjusted annual compensation. Plan assets are comprised of mostly stocks and
bonds which are held in the general and separate accounts of the Company and
administered under group annuity contracts issued by the Company. The Company's
funding policy is to contribute annually the minimum amount required by
applicable regulations. The Company also has an unfunded noncontributory
defined benefit retirement plan which provides certain employees with benefits
in excess of limits for qualified retirement plans.     
   
  Net periodic pension cost for the years ended December 31 included the
following components:     
 
<TABLE>   
<CAPTION>
                                                    1996      1995     1994
                                                  --------  --------  -------
                                                       (IN THOUSANDS)
<S>                                               <C>       <C>       <C>
Service cost--benefits earned during the period   $  6,019  $  5,294  $ 4,880
Interest accrued on projected benefit obligation     8,541     7,935    7,382
Actual return on plan assets                       (12,619)  (18,061)  (1,331)
Net amortization and deferral                        4,698    11,811   (5,094)
                                                  --------  --------  -------
  Net periodic pension cost                       $  6,639  $  6,979  $ 5,837
                                                  ========  ========  =======
</TABLE>    
 
66
<PAGE>
 
                 
              THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(7) EMPLOYEE BENEFIT PLANS (CONTINUED)     
   
  The funded status for the Company's plans as of December 31 was calculated as
follows:     
 
<TABLE>   
<CAPTION>
                                           FUNDED PLANS       UNFUNDED PLAN
                                         ------------------  ----------------
                                           1996      1995     1996     1995
                                         --------  --------  -------  -------
                                                  (IN THOUSANDS)
<S>                                      <C>       <C>       <C>      <C>
Actuarial present value of benefit ob-
 ligations:
  Vested benefit obligation              $ 61,328  $ 56,428  $   --   $   --
  Non-vested benefit obligation            19,119    16,599    5,912    4,539
                                         --------  --------  -------  -------
    Accumulated benefit obligation       $ 80,447  $ 73,027  $ 5,912  $ 4,539
                                         ========  ========  =======  =======
Pension liability included in other li-
 abilities:
  Projected benefit obligation           $117,836  $105,180  $12,576  $10,430
  Plan assets at fair value               115,107   102,594      --       --
                                         --------  --------  -------  -------
  Plan assets less than projected bene-
   fit obligation                           2,729     2,586   12,576   10,430
  Unrecognized net gain (loss)              3,633     2,095   (2,332)  (1,187)
  Unrecognized prior service cost            (364)     (213)     --       --
  Unamortized transition asset (obliga-
   tion)                                    2,422     2,643   (8,451)  (9,219)
  Additional minimum liability                --        --     4,119    4,515
                                         --------  --------  -------  -------
    Net pension liability                $  8,420  $  7,111  $ 5,912  $ 4,539
                                         ========  ========  =======  =======
</TABLE>    
   
  A weighted average discount rate of 7.5% and a weighted average rate of
increase in future compensation levels of 5.8% were used in determining the
actuarial present value of the projected benefit obligation at December 31,
1996 and 1995. The assumed long-term rate of return on plan assets was either
7.5% or 8.5%, depending on the plan.     
   
Profit Sharing Plans     
   
The Company also has profit sharing plans covering substantially all employees
and agents. The Company's contribution rate to the employee plan is determined
annually by the trustees of the Company and is applied to each participant's
prior year earnings. The Company's contribution to the agent plan is made as a
certain percentage, based upon years of service, applied to each agent's total
annual compensation. The Company recognized contributions to the plans during
1996, 1995 and 1994 of $6,092,000, $6,595,000 and $6,866,000, respectively.
Participants may elect to receive a portion of their contributions in cash.
       
Postretirement Benefits Other than Pensions     
   
The Company also has unfunded postretirement plans that provide certain health
care and life insurance benefits to substantially all retired employees and
agents. Eligibility is determined by age at retirement and years of service
after age 30. Health care premiums are shared with retirees, and other cost-
sharing features include deductibles and co-payments.     
   
Components of net periodic postretirement benefit cost for the years ended
December 31 were as follows:     
 
<TABLE>   
<CAPTION>
                                                   1996    1995    1994
                                                  ------  ------  ------
                                                     (IN THOUSANDS)
<S>                                               <C>     <C>     <C>
Service cost--benefits earned during the period   $1,011  $1,276  $1,760
Interest accrued on projected benefit obligation   2,041   2,452   2,298
Amortization of prior service cost                  (513)   (513)   (223)
Amortization of net gain                            (177)    --      --
                                                  ------  ------  ------
  Net periodic postretirement benefit cost        $2,362  $3,215  $3,835
                                                  ======  ======  ======
</TABLE>    
 
                                                                              67
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(7) EMPLOYEE BENEFIT PLANS (CONTINUED)     
   
  The accumulated postretirement benefit obligation and the accrued
postretirement benefit liability for the years ended December 31 were as
follows:     
 
<TABLE>   
<CAPTION>
                                                         1996    1995
                                                        ------- -------
                                                        (IN THOUSANDS)
<S>                                                     <C>     <C>
Accumulated postretirement benefit obligation:
  Retirees                                              $10,238 $11,875
  Other fully eligible plan participants                  4,594   5,535
  Other active plan participants                          9,514   9,809
                                                        ------- -------
    Total accumulated postretirement benefit obligation  24,346  27,219
Unrecognized prior service cost                           4,107   4,620
Unrecognized net gain                                     9,880   4,743
                                                        ------- -------
      Accrued postretirement benefit liability          $38,333 $36,582
                                                        ======= =======
</TABLE>    
   
  The discount rate used in determining the accumulated postretirement benefit
obligation for 1996 and 1995 was 7.5%. The 1996 net health care cost trend rate
was 9.0%, graded to 5.5% over 7 years, and the 1995 rate was 11.0%, graded to
5.5% over 11 years.     
   
  The assumptions presented herein are based on pertinent information available
to management as of December 31, 1996 and 1995. Actual results could differ
from those estimates and assumptions. For example, increasing the assumed
health care cost trend rates by one percentage point in each year would
increase the postretirement benefit obligation as of December 31, 1996 by
$4,262,000 and the estimated eligibility cost and interest cost components of
net periodic postretirement benefit costs for 1996 by $583,000.     
   
(8) REINSURANCE     
   
In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
reinsurance to other insurance companies. To the extent that a reinsurer is
unable to meet its obligations under the reinsurance agreement, the Company
remains liable. The Company evaluates the financial condition of its reinsurers
and monitors concentrations of credit risk to minimize its exposure to
significant losses from reinsurer insolvencies.     
   
  Reinsurance is accounted for over the life of the underlying reinsured
policies using assumptions consistent with those used to account for the
underlying policies.     
   
  The effect of reinsurance on premiums for the years ended December 31 was as
follows:     
 
<TABLE>   
<CAPTION>
                       1996      1995      1994
                     --------  --------  --------
                           (IN THOUSANDS)
<S>                  <C>       <C>       <C>
Direct premiums      $615,098  $600,841  $558,066
Reinsurance assumed    64,489    64,792    60,939
Reinsurance ceded     (67,228)  (61,863)  (56,987)
                     --------  --------  --------
      Net premiums   $612,359  $603,770  $562,018
                     ========  ========  ========
</TABLE>    
   
  Reinsurance recoveries on ceded reinsurance contracts were $72,330,000,
$58,338,000 and $60,970,000 during 1996, 1995 and 1994, respectively.     
 
68
<PAGE>
 
                 
              THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(9) FAIR VALUE OF FINANCIAL INSTRUMENTS     
   
The estimated fair value of the Company's financial instruments has been
determined using available market information as of December 31, 1996 and 1995.
Although management is not aware of any factors that would significantly affect
the estimated fair values, such amounts have not been comprehensively revalued
since those dates. Therefore, estimates of fair value subsequent to the
valuation dates may differ significantly from the amounts presented herein.
Considerable judgment is required to interpret market data to develop the
estimates of fair value. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value
amounts.     
   
  Please refer to Note 2 for additional fair value disclosures concerning fixed
maturity securities, equity securities, mortgages and derivatives. The carrying
amounts for policy loans, cash, short term investments and finance receivables
approximate the assets' fair values.     
   
  The interest rates on the finance receivables outstanding as of December 31,
1996 and 1995, are consistent with the rates at which loans would currently be
made to borrowers of similar credit quality and for the same maturity; as such,
the carrying value of the finance receivables outstanding as of December 31,
1996 and 1995, approximate the fair value for those respective dates.     
   
  The fair values of deferred annuities, annuity certain contracts, and other
fund deposits, which have guaranteed interest rates and surrender charges, are
estimated to be the amount payable on demand as of December 31, 1996 and 1995.
The amount payable on demand equates to the account balance less applicable
surrender charges. Contracts without guaranteed interest rates and surrender
charges have fair values equal to their accumulation values plus applicable
market value adjustments. The fair values of guaranteed investment contracts
and supplementary contracts without life contingencies are calculated using
discounted cash flows, based on interest rates currently offered for similar
products with maturities consistent with those remaining for the contracts
being valued.     
   
  Rates currently available to the Company for debt with similar terms and
remaining maturities are used to estimate the fair value of notes payable.     
   
  The carrying amounts and fair values of the Company's financial instruments
which were classified as assets as of December 31 were as follows:     
 
<TABLE>   
<CAPTION>
                                    1996                  1995
                            --------------------- ---------------------
                             CARRYING     FAIR     CARRYING     FAIR
                              AMOUNT     VALUE      AMOUNT     VALUE
                            ---------- ---------- ---------- ----------
                                          (IN THOUSANDS)
<S>                         <C>        <C>        <C>        <C>
Fixed maturity securities:
  Available-for-sale        $4,674,082 $4,674,082 $4,761,561 $4,761,561
  Held-to-maturity           1,125,638  1,179,112  1,180,654  1,281,523
Equity securities              549,797    549,797    384,882    384,882
Mortgage loans:
  Commercial                   432,198    445,976    373,897    391,089
  Residential                  176,610    180,736    234,640    239,723
Policy loans                   204,178    204,178    198,716    198,716
Short-term investments         122,772    122,772     72,841     72,841
Cash                            57,140     57,140     48,358     48,358
Finance receivables, net       259,192    259,192    226,720    226,720
Derivatives                      1,197      1,197        --         --
                            ---------- ---------- ---------- ----------
    Total financial assets  $7,602,804 $7,674,182 $7,482,269 $7,605,413
                            ========== ========== ========== ==========
</TABLE>    
 
                                                                              69
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(9) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)     
   
  The carrying amounts and fair values of the Company's financial instruments
which were classified as liabilities as of December 31 were as follows:     
 
<TABLE>   
<CAPTION>
                                         1996                  1995
                                 --------------------- ---------------------
                                  CARRYING     FAIR     CARRYING     FAIR
                                   AMOUNT     VALUE      AMOUNT     VALUE
                                 ---------- ---------- ---------- ----------
                                               (IN THOUSANDS)
<S>                              <C>        <C>        <C>        <C>
Deferred annuities               $2,178,355 $2,152,636 $2,178,223 $2,156,886
Annuity certain contracts            52,636     53,962     48,492     50,732
Other fund deposits                 808,592    805,709    856,535    847,975
Guaranteed investment contracts      18,770     18,866     47,426     47,987
Supplementary contracts without
 life contingencies                  47,966     47,536     41,431     39,962
Notes payable                       319,000    325,974    279,967    294,103
                                 ---------- ---------- ---------- ----------
    Total financial liabilities  $3,425,319 $3,404,683 $3,452,074 $3,437,645
                                 ========== ========== ========== ==========
</TABLE>    
   
(10) NOTES PAYABLE     
   
In September 1995, the Company issued surplus notes with a face value of
$125,000,000, at 8.25%, due in 2025. The surplus notes are subordinate to all
current and future policyowners' interests, including claims, and indebtedness
of the Company. All payments of interest and principal on the notes are subject
to the approval of the Department of Commerce. The approved accrued interest
was $3,008,000 as of December 31, 1996 and 1995. The issuance costs of
$1,403,000 are deferred and amortized over 30 years on a straight-line basis.
       
  Notes payable as of December 31 were as follows:     
 
<TABLE>   
<CAPTION>
                                                              1996     1995
                                                            -------- --------
                                                             (IN THOUSANDS)
<S>                                                         <C>      <C>
Corporate--surplus notes, 8.25%, 2025                       $125,000 $124,967
Consumer finance subsidiary--senior, 6.53%--8.77%, through
 2003                                                        194,000  155,000
                                                            -------- --------
    Total notes payable                                     $319,000 $279,967
                                                            ======== ========
</TABLE>    
   
  At December 31, 1996, the aggregate minimum annual notes payable maturities
for the next five years were as follows: 1997, $21,000,000; 1998, $31,000,000;
1999, $49,000,000; 2000, $33,000,000; 2001, $26,000,000.     
   
  Long-term borrowing agreements involving the consumer finance subsidiary
include provisions with respect to borrowing limitations, payment of cash
dividends on or purchases of common stock, and maintenance of liquid net worth.
As of December 31, 1996, the consumer finance subsidiary was required to have a
minimum liquid net worth of $41,354,000. Liquid net worth at that date was
$51,803,000.     
   
  Interest paid on debt for the years ended December 31, 1996, 1995 and 1994,
was $21,849,000, $6,504,000 and $5,378,000, respectively.     
   
(11) COMMITMENTS AND CONTINGENCIES     
   
The Company is involved in various pending or threatened legal proceedings
arising out of the normal course of business. In the opinion of management, the
ultimate resolution of such litigation will not have a material adverse effect
on operations or the financial position of the Company.     
   
  The Company has issued certain participating group annuity and life insurance
contracts jointly with another life insurance company. The joint contract
issuer has liabilities related to these contracts of     
 
70
<PAGE>
 
                 
              THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)     
   
(11) COMMITMENTS AND CONTINGENCIES (CONTINUED)     
   
$328,346,000 as of December 31, 1996. To the extent the joint contract issuer
is unable to meet its obligation under the agreement, the Company remains
liable.     
   
  The Company has long-term commitments to fund venture capital and real estate
investments totaling $142,469,000 as of December 31, 1996. The Company
estimates that $35,000,000 of these commitments will be invested in 1997, with
the remaining $107,469,000 invested over the next four years.     
   
  As of December 31, 1996, the Company had committed to purchase bonds and
mortgage loans totaling $74,123,000 but had not completed the purchase
transactions.     
   
  At December 31, 1996, the Company had guaranteed the payment of $68,700,000
in policyowner dividends and discretionary amounts payable in 1997. The Company
has pledged bonds, valued at $70,336,000, to secure this guarantee.     
   
  The Company is contingently liable under state regulatory requirements for
possible assessments pertaining to future insolvencies and impairments of
unaffiliated insurance companies. The Company records a liability for future
guaranty fund assessments based upon known insolvencies, according to data
received from the National Organization of Life and Health Insurance Guaranty
Associations. An asset is held for the amount of guaranty fund assessments paid
which can be recovered through future premium tax credits.     
   
(12) STATUTORY FINANCIAL DATA     
   
Statutory accounting is primarily focused on solvency and surplus adequacy.
Therefore, fundamental differences exist between statutory and GAAP accounting,
and their effects on income and policyowners' surplus are illustrated below:
    
<TABLE>   
<CAPTION>
                           POLICYOWNERS' SURPLUS           NET INCOME
                           ----------------------  ----------------------------
                              1996        1995       1996      1995      1994
                           ----------  ----------  --------  --------  --------
                                            (IN THOUSANDS)
<S>                        <C>         <C>         <C>       <C>       <C>
Statutory basis            $  682,886  $  601,565  $115,797  $ 88,706  $ 65,123
Adjustments:
  Deferred policy acquisi-
   tion costs                 589,517     539,732    15,312    29,822    43,974
  Net unrealized invest-
   ment gains                 111,575     235,143       --        --        --
  Statutory asset valua-
   tion reserve               240,474     201,721       --        --        --
  Statutory interest main-
   tenance reserve             24,707      32,899    (8,192)   12,976    (4,426)
  Premiums and fees de-
   ferred or receivable       (75,716)    (77,444)    1,587       497    (2,310)
  Change in reserve basis      98,406      77,464    20,114    12,382    (1,444)
  Separate accounts           (40,755)    (36,010)   (6,304)     (854)   (5,837)
  Unearned policy and con-
   tract fees                (121,843)   (122,786)   (2,530)   (4,410)  (10,406)
  Surplus notes              (125,000)   (124,967)      --        --        --
  Net deferred taxes         (149,665)   (173,905)      744   (11,995)    1,511
  Nonadmitted assets           31,531      28,211       --        --        --
  Policyowner dividends        57,765      57,263       502     4,660     2,446
  Other                       (25,454)    (26,036)   (6,512)   (1,925)   (8,528)
                           ----------  ----------  --------  --------  --------
    As reported in the
     accompanying
     consolidated
     financial statements  $1,298,428  $1,212,850  $130,518  $129,859  $ 80,103
                           ==========  ==========  ========  ========  ========
</TABLE>    
 
                                                                              71
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
                                   
                                SCHEDULE I     
        
     SUMMARY OF INVESTMENTS--OTHER THAN INVESTMENTS IN RELATED PARTIES     
                                
                             DECEMBER 31, 1996     
 
<TABLE>   
<CAPTION>
                                                                   AS SHOWN
                                                       MARKET   ON THE BALANCE
TYPE OF INVESTMENT                         COST(3)     VALUE       SHEET(1)
- ------------------                        ---------- ---------- --------------
                                                     (IN THOUSANDS)
<S>                                       <C>        <C>        <C>
Bonds:
  United States government and government
   agencies and authorities               $  302,820 $  298,461   $  298,461
  States, municipalities and political
   subdivisions                               11,296     12,055       12,055
  Foreign governments                          1,926      1,872        1,872
  Public utilities                           547,228    590,445      573,030
  Mortgage-backed securities               2,013,451  2,042,337    2,035,920
  All other corporate bonds                2,807,892  2,908,024    2,878,382
                                          ---------- ----------   ----------
    Total bonds                            5,684,613  5,853,194    5,799,720
                                          ---------- ----------   ----------
Equity securities:
  Common stocks:
    Public utilities                             510        611          611
    Banks, trusts and insurance companies     12,824     21,484       21,484
    Industrial, miscellaneous and all
     other                                   329,792    422,401      422,401
  Nonredeemable preferred stocks              10,857     11,491       11,491
                                          ---------- ----------   ----------
      Total equity securities                353,983    455,987      455,987
                                          ---------- ----------   ----------
Mortgage loans on real estate                608,808     xxxxxx      608,808
Real estate (2)                               43,082     xxxxxx       43,082
Policy loans                                 204,178     xxxxxx      204,178
Other long-term investments                   98,247     xxxxxx       98,247
Short-term investments                       122,772     xxxxxx      122,772
                                          ----------              ----------
      Total                               $1,077,087     xxxxxx   $1,077,087
                                          ----------              ----------
Total investments                         $7,115,683     xxxxxx   $7,332,794
                                          ==========              ==========
</TABLE>    
- -------
   
(1) Amortized cost for bonds classified as held-to-maturity and fair value for
    common stocks and bonds classified as available-for-sale.     
   
(2) The carrying value of real estate acquired in satisfaction of indebtedness
    is $1,810,000.     
   
(3) Original cost for equity securities and original cost reduced by repayments
    and adjusted for amortization of premiums or accrual of discounts for bonds
    and other investments.     
 
72
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES
                                                             
                                  SCHEDULE III
                      SUPPLEMENTARY INSURANCE INFORMATION
                                 
                              (IN THOUSANDS)     
 
<TABLE>   
<CAPTION>
                                   AS OF DECEMBER 31,                                     FOR THE YEARS ENDED DECEMBER 31,
                   --------------------------------------------------- ------------------------------------------------------------
                               FUTURE POLICY                                                                AMORTIZATION          
                    DEFERRED      BENEFITS                OTHER POLICY                         BENEFITS,    OF DEFERRED           
                     POLICY    LOSSES, CLAIMS              CLAIMS AND                NET     CLAIMS, LOSSES    POLICY      OTHER  
                   ACQUISITION AND SETTLEMENT  UNEARNED     BENEFITS    PREMIUM   INVESTMENT AND SETTLEMENT ACQUISITION  OPERATING
SEGMENT               COSTS     EXPENSES(1)   PREMIUMS(2)   PAYABLE    REVENUE(3)   INCOME      EXPENSES       COSTS     EXPENSES 
- -------            ----------- -------------- ----------- ------------ ---------- ---------- -------------- ------------ ----------
                                                                         (IN THOUSANDS)                                           
<S>                <C>         <C>            <C>         <C>          <C>        <C>        <C>            <C>          <C>      
1996:                                                                                                                             
 Life insurance     $456,461     $2,123,148    $149,152     $51,772     $568,874   $223,762     $478,228      $ 97,386   $290,525 
 Accident and                                                                                                                     
 health insurance     62,407        437,118      33,770      18,774      160,097     34,202       96,743        14,017     87,222 
 Annuity              70,649      3,360,614         --           31       79,245    267,473      243,387        14,575    111,366 
 Property and                                                                                                                     
 liability                                                                                                                        
 insurance               --          27,855      24,189         --        50,109      5,550       36,933           --      19,033 
                    --------     ----------    --------     -------     --------   --------     --------      --------   -------- 
                    $589,517     $5,948,735    $207,111     $70,577     $858,325   $530,987     $855,291      $125,978   $508,146 
                    ========     ==========    ========     =======     ========   ========     ========      ========   ======== 
1995:                                                                                                                             
 Life insurance     $430,829     $2,009,154    $151,864     $41,212     $540,353   $203,487     $454,299      $ 80,896   $266,090 
 Accident and                                                                                                                     
 health insurance     55,888        400,950      34,847      14,567      153,505     33,358       93,482        11,448     83,345 
 Annuity              53,015      3,401,760         --           33       74,899    272,499      260,854        12,596     86,716 
 Property and                                                                                                                     
 liability                                                                                                                        
 insurance               --          30,117      23,783         --        49,216      5,703       33,563           --      18,090 
                    --------     ----------    --------     -------     --------   --------     --------      --------   -------- 
                    $539,732     $5,841,981    $210,494     $55,812     $817,973   $515,047     $842,198      $104,940   $454,241 
                    ========     ==========    ========     =======     ========   ========     ========      ========   ======== 
1994:                                                                                                                             
 Life insurance     $510,117     $1,867,170    $133,221     $47,099     $505,300   $192,141     $443,233      $ 59,351   $245,791 
 Accident and                                                                                                                     
 health insurance     46,506        352,955      36,529      17,142      136,619     30,119       93,359        12,401     75,380 
 Annuity              92,664      3,263,042         --           12       60,479    258,196      238,301        14,725     79,498 
 Property and                                                                                                                     
 liability                                                                                                                        
 insurance               --          32,807      21,865         --        47,735      5,645       33,829           --      18,717 
                    --------     ----------    --------     -------     --------   --------     --------      --------   -------- 
                    $649,287     $5,515,974    $191,615     $64,253     $750,133   $486,101     $808,722      $ 86,477   $419,386 
                    ========     ==========    ========     =======     ========   ========     ========      ========   ======== 
<CAPTION> 

                    FOR THE YEARS ENDED DECEMBER 31,
                    --------------------------------
                                 PREMIUMS
SEGMENT                         WRITTEN(4)
- -------                         ----------
                               (IN THOUSANDS) 
<S>                             <C>
1996:                          
 Life insurance                
 Accident and                  
 health insurance              
 Annuity                       
 Property and                  
 liability                     
 insurance                        50,515
                                 -------
                                 $50,515
                                 =======
1995:                          
 Life insurance                
 Accident and                  
 health insurance              
 Annuity                       
 Property and                  
 liability                     
 insurance                        51,133
                                 -------
                                 $51,133
                                 =======
1994:                          
 Life insurance                
 Accident and                  
 health insurance              
 Annuity                       
 Property and                  
 liability                     
 insurance                        47,073
                                 -------
                                 $47,073
                                 =======

</TABLE>    
- -----
   
(1) Includes policy and contract account balances     
   
(2) Includes unearned policy and contract fees     
   
(3) Includes policy and contract fees     
   
(4) Applies only to property and liability insurance     
       
                                                                              73
<PAGE>
 
    
 THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY AND SUBSIDIARIES     
                                   
                                SCHEDULE IV     
 
                                  REINSURANCE
              
           FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994     
 
<TABLE>   
<CAPTION>
                                                                            PERCENTAGE
                                        CEDED TO     ASSUMED                OF AMOUNT
                                          OTHER    FROM OTHER      NET      ASSUMED TO
                          GROSS AMOUNT  COMPANIES   COMPANIES     AMOUNT       NET
                          ------------ ----------- ----------- ------------ ----------
                                                 (IN THOUSANDS)
<S>                       <C>          <C>         <C>         <C>          <C>
1996:
 Life insurance in force  $116,445,975 $15,164,764 $22,957,287 $124,238,498    18.5%
                          ============ =========== =========== ============
 Premiums:
   Life insurance         $    347,056 $    45,988 $    63,044 $    364,112    17.3%
   Accident and health
    insurance                  174,219      15,511       1,389      160,097     0.9%
   Annuity                      38,041          --          --       38,041      --
   Property and liability
    insurance                   55,782       5,729          56       50,109     0.1%
                          ------------ ----------- ----------- ------------
     Total premiums       $    615,098 $    67,228 $    64,489 $    612,359    10.5%
                          ============ =========== =========== ============
1995:
 Life insurance in force  $106,228,277 $15,620,303 $24,289,241 $114,897,215    21.1%
                          ============ =========== =========== ============
 Premiums:
   Life insurance         $    342,433 $    44,778 $    62,169 $    359,824    17.3%
   Accident and health
    insurance                  163,412      12,296       2,389      153,505     1.6%
   Annuity                      41,225          --          --       41,225      --
   Property and liability
    insurance                   53,771       4,789         234       49,216     0.5%
                          ------------ ----------- ----------- ------------
     Total premiums       $    600,841 $    61,863 $    64,792 $    603,770    10.7%
                          ============ =========== =========== ============
1994:
 Life insurance in force  $ 99,220,067 $13,570,369 $23,520,616 $109,170,314    21.5%
                          ============ =========== =========== ============
 Premiums:
   Life insurance         $    322,799 $    38,088 $    59,064 $    343,775    17.2%
   Accident and health
    insurance                  145,333      10,007       1,293      136,619     0.9%
   Annuity                      33,889          --          --       33,889      --
   Property and liability
    insurance                   56,045       8,892         582       47,735     1.2%
                          ------------ ----------- ----------- ------------
     Total premiums       $    558,066 $    56,987 $    60,939 $    562,018    10.8%
                          ============ =========== =========== ============
</TABLE>    
 
74



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