VARIFLEX
N-30D, 1997-06-12
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<PAGE>

                                    VARIFLEX

                               1996 ANNUAL REPORT



[SBL LOGO]
Security Benefit Life Insurance Company
A Member of The Security Benefit
Group of Companies

<PAGE>

A LETTER FROM THE PRESIDENT

Security  Benefit is one  company  dedicated  to the  successful  mastery of our
mission:  MAINTAINING A STRONG FINANCIAL  POSITION AND CONSISTENT GROWTH FOR THE
PROTECTION AND SECURITY OF ALL OF OUR POLICYHOLDERS AND CUSTOMERS.  All of us at
Security  Benefit renew our  commitment to this mission every day. We want to be
the best and do our best for you. As a member of the Security Benefit team, I am
especially proud that mastering successful growth is an achievement we have come
to expect as a team.

It is my pleasure  to report  that 1996 was again a record  year of  outstanding
achievements for Security Benefit.

*  Sales surpassed 1995 results by 48%

*  Profits are up 18% over last year

*  Revenues and deposit funds exceeded 1995 results by 28%

*  Company assets rose 17% over 1995 figures

These  accomplishments  would just be facts on paper  without the efforts of the
people who work at Security Benefit. They are the heart of our company, and I am
proud to be part of their team.

My wish for 1997 is to have  another  record year for our  company.  Last year's
accomplishments  will be difficult to top but all of us at Security Benefit have
our  sights  and goals  set  high.  We are well  positioned  with new,  creative
products  designed in response to our customers'  changing  investment goals and
lifestyle  requirements.  We know  true  mastery  does  not  come  easily.  With
perseverance  and attention to constantly  improving  what we do best, I know we
can do it.

HOWARD R. FRICKE

Howard R. Fricke
Chairman of the Board
President and Chief Executive Officer

                                       1
<PAGE>

BOARD OF DIRECTORS

HOWARD R. FRICKE
CHAIRMAN OF THE BOARD, PRESIDENT & CEO
Security Benefit Life Insurance Company
Topeka, Kansas

THOMAS R. CLEVENGER
Wichita, Kansas

SISTER LORETTO MARIE COLWELL
PRESIDENT
St. Francis Hospital and Medical Center
Topeka, Kansas

JOHN C. DICUS
CHAIRMAN OF THE BOARD
Capitol Federal Savings & Loan Association
Topeka, Kansas

MELANIE S. FANNIN
PRESIDENT
Kansas - Southwestern Bell Telephone
Topeka, Kansas

WILLIAM W. HANNA
PRESIDENT & CHIEF OPERATING OFFICER
Koch Industries
Wichita, Kansas

JOHN E. HAYES, JR.
CHAIRMAN OF THE BOARD, PRESIDENT & CEO
Western Resources, Inc.
Topeka, Kansas

LAIRD G. NOLLER
PRESIDENT
Noller Enterprises
Topeka, Kansas

FRANK SABATINI
CHAIRMAN OF THE BOARD AND PRESIDENT
Capital City Bank
Topeka, Kansas

ROBERT C. WHEELER
PRESIDENT
Hill's Pet Nutrition, Inc.
Topeka, Kansas


NOTICE OF POLICYOWNERS' MEETING

We  encourage  you to attend the annual  meeting of  policyowners  to be held on
Tuesday,  June 3, 1997 at Security  Benefit Life,  700 SW Harrison St.,  Topeka,
Kansas,  at 2:00 p.m. Each policyowner is entitled to vote,  either in person or
by proxy,  on all matters coming before the meeting.  Proxies are available from
the  corporate  secretary  and must be  returned  at least 30 days  prior to the
annual meeting.

This report is submitted only for the general  information of Variflex  Variable
Annuity  contractowners  and  participants.  This report is not  authorized  for
distribution  to  prospective  purchasers  of Variflex  unless it is preceded or
accompanied by an effective prospectus.

For More Information Call
1-800-888-2461

www.securitybenefit.com

                                       2
<PAGE>

                         Report of Independent Auditors


The Contractowners of Variflex
and The Board of Directors of
Security Benefit Life Insurance Company

We have audited the  accompanying  balance sheet of Variflex (the Company) as of
December 31, 1996,  and the related  statements of operations and changes in net
assets  for  the  year  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 1996, by  correspondence
with the custodian.  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 audit provides 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 Variflex at December 31, 1996,
and the results of its  operations and changes in its net assets for each of the
two  years in the  period  then  ended in  conformity  with  generally  accepted
accounting principles.

                                                               Ernst & Young LLP

February 7, 1997

                                       3
<PAGE>

                                    VARIFLEX

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS
Investments:

   SBL Fund:

     Series A (Growth Series)-24,335,456 shares at net asset value
     of $24.31 per share (cost, $491,521).........................    $  591,595

     Series B (Growth-Income Series)-25,054,388 shares at net asset 
     value of $35.40 per share (cost, $773,880)...................       886,925

     Series C (Money Market Series)-7,202,675 shares at net asset 
     value of $12.56 per share (cost, $90,317)....................        90,466

     Series D (Worldwide Equity Series)-36,359,956 shares at net asset 
     value of $6.14 per share (cost, $200,363).....................      223,250

     Series E (High Grade Income Series)-9,165,850 shares at net asset 
     value of $12.00 per share (cost, $112,408)....................      109,990

     Series J (Emerging Growth Series)-7,055,809 shares at net asset 
     value of $18.25 per share (cost, $114,558)....................      128,769

     Series K (Global Aggressive Bond Series)-543,779 shares at net 
     asset value of $10.72 per share (cost, $5,880)................        5,829

     Series M (Specialized Asset Allocation Series)-1,803,897 shares 
     at net asset value of $12.05 per share (cost, $19,971)........       21,737

     Series N (Managed Asset Allocation Series)-994,920 shares at net 
     asset value of $12.02 per share (cost, $10,791)...............       11,959

     Series O (Equity Income Series)-2,684,197 shares at net asset value 
     of $14.01 per share (cost, $33,684)...........................       37,606

     Series S (Social Awareness Series)-2,796,723 shares at net asset 
     value of $19.08 per share (cost, $43,382).....................       53,361
                                                                      ----------
Total assets                                                          $2,161,487
                                                                      ==========

                            See accompanying notes.

                                       4
<PAGE>

LIABILITIES AND NET ASSETS

Mortality guarantee payable                                           $       37
Net assets are represented by (Note 3):
                                     ----------------------------
                                       NUMBER    UNIT
                                     OF UNITS    VALUE    AMOUNT
                                     ----------------------------
   Growth Series:
     Accumulation units.............12,885,505  $45.75   $589,560
     Annuity reserves...............    44,385   45.75      2,031        591,591
                                                         --------
   Growth-Income Series:
     Accumulation units.............18,986,176   46.58    884,317
     Annuity reserves...............    56,114   46.58      2,614        886,931
                                                         --------
   Money Market Series:
     Accumulation units............. 4,933,370   18.26     90,095
     Annuity reserves...............    20,313   18.26        371         90,466
                                                         --------
   Worldwide Equity Series:
     Accumulation units.............15,365,862   14.51    222,983
     Annuity reserves...............    18,348   14.51        266        223,249
                                                         --------
   High Grade Income Series:
     Accumulation units............. 5,051,175   21.68    109,531
     Annuity reserves...............    21,148   21.68        459        109,990
                                                         --------
   Emerging Growth Series:
     Accumulation units............. 7,123,183   18.03    128,442
     Annuity reserves...............    18,109   18.03        326        128,768
                                                         --------
   Global Aggressive Bond Series:
     Accumulation units.............   485,157   12.00      5,823
     Annuity reserves...............       480   12.00          6          5,829
                                                         --------
   Specialized Asset Allocation Series:
     Accumulation units............. 1,806,999   12.00     21,692
     Annuity reserves...............     3,738   12.00         45         21,737
                                                         --------
   Managed Asset Allocation Series:
     Accumulation units............. 1,000,455   11.87     11,880
     Annuity reserves...............     6,665   11.87         79         11,959
                                                         --------
   Equity Income Series:
     Accumulation units............. 2,727,172   13.78     37,586
     Annuity reserves...............     1,466   13.78         20         37,606
                                                         --------
   Social Awareness Series:
     Accumulation units............. 2,829,942   18.74     53,021
     Annuity reserves...............    16,185   18.74        303         53,324
                                                         --------
                                                                      ----------
Total liabilities and net assets....                                  $2,161,487
                                                                      ==========

                                       5
<PAGE>

                                    VARIFLEX

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1996
                                 (IN THOUSANDS)

                                                               HIGH             
                                  GROWTH-  MONEY   WORLDWIDE   GRADE   EMERGING 
                         GROWTH   INCOME   MARKET   EQUITY    INCOME    GROWTH  
                         SERIES   SERIES   SERIES   SERIES    SERIES    SERIES  
                         -------------------------------------------------------

Dividend
distributions......... $ 4,003   $ 17,133   $ 3,780  $ 6,404   $ 6,701   $  202

Expenses (Note 2):

 Mortality and 
 expense risk fee.....  (6,014)    (9,988)   (1,246)  (2,420)   (1,368)  (1,367)

 Administrative fee...    (369)    (1,399)     (122)     (69)     (267)     (22)
                       ---------------------------------------------------------
Net investment 
income (loss).........  (2,380)     5,746     2,412    3,915     5,066   (1,187)

Capital gains 
distributions.........  24,782     82,844        -     6,043        -     4,663

Realized gain 
on investments........  29,813     41,904       785    7,793       459   11,087

Unrealized appreciation 
(depreciation) on
 investments..........  40,511     (5,823)     488    10,720    (8,258)   2,657
                       ---------------------------------------------------------
Net realized and 
unrealized gain (loss) 
on investments........  95,106    118,925    1,273    24,556    (7,799)  18,407
                       ---------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations.......  92,726    124,671    3,685    28,471    (2,733)  17,220

Net assets at
beginning of year....  436,043    745,482   78,686   167,450   116,344   87,329

Variable annuity
deposits 
(Notes 2 and 3)......  205,769    161,528   213,354   73,798    45,516   63,675

Terminations and
withdrawal
(Notes 2 and 3)...... (142,679)  (144,272) (204,943) (46,433)  (48,977) (39,303)

Annuity payments
(Notes 2 and 3)......     (255)      (478)     (316)     (33)     (161)    (152)

Net mortality 
guarantee transfer...      (13)        -          -        (4)       1       (1)
                      ----------------------------------------------------------
Net assets at 
end of year..........   $591,591  $886,931  $90,466  $223,249  $109,990 $128,768
                      ==========================================================

                            See accompanying notes.

                                       6
<PAGE>

                        GLOBAL      SPECIALIZED    MANAGED                      
                       AGGRESSIVE     ASSET         ASSET     EQUITY    SOCIAL  
                         BOND       ALLOCATION   ALLOCATION   INCOME   AWARENESS
                        SERIES        SERIES       SERIES     SERIES    SERIES  
                       ---------------------------------------------------------
Dividend
distributions.........   $  385      $  186        $  57        $ 66      $ 206

Expenses (Note 2):

 Mortality and
 expense risk fee.....      (49)       (197)        (110)       (287)      (539)

 Administrative fee...      (10)        (15)          (9)        (40)       (29)
                       ---------------------------------------------------------
Net investment
income (loss).........      326         (26)         (62)       (261)      (362)

Capital gains
distributions.........       64          86           12           4      1,068

Realized gain
on investments........      165         381          182       1,234      2,212

Unrealized appreciation
(depreciation) on
 investments .........      (60)      1,512          911       3,221      3,689
                       ---------------------------------------------------------
Net realized and
unrealized gain
on investments........      169       1,979        1,105       4,459      6,969
                       ---------------------------------------------------------
Net increase in net
assets resulting
from operations.......      495       1,953        1,043       4,198      6,607

Net assets at
beginning of year....     2,188       9,689        5,590       9,755     35,596

Variable annuity
deposits
(Notes 2 and 3)......     5,122      13,786        6,553      29,396     16,769

Terminations and
withdrawal
(Notes 2 and 3)......    (1,974)     (3,686)      (1,220)     (5,738)    (5,604)

Annuity payments
(Notes 2 and 3)......        (2)         (2)          (5)         (3)        (7)

Net mortality
guarantee transfer...         -          (3)          (2)         (2)       (37)
                       ---------------------------------------------------------
Net assets at
end of year..........   $ 5,829     $21,737      $11,959     $37,606    $53,324
                       =========================================================

                                       7
<PAGE>

VARIFLEX
Notes to Financial Statements
December 31, 1996


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION - Variflex (the Account) is a separate  account of Security Benefit
Life  Insurance  Company (SBL).  The Account is registered as a unit  investment
trust under the Investment Company Act of 1940, as amended. Deposits received by
the Account are invested in the SBL Fund, a mutual fund not otherwise  available
to the public.  As directed by the owners,  amounts deposited may be invested in
shares of Series A (Growth Series - emphasis on capital appreciation),  Series B
(Growth-Income Series - emphasis on capital appreciation with secondary emphasis
on income),  Series C (Money  Market  Series - emphasis on capital  preservation
while generating interest income),  Series D (Worldwide Equity Series - emphasis
on long-term  capital growth through  investment in foreign and domestic  common
stocks and equivalents),  Series E (High Grade Income Series emphasis on current
income with security of principal),  Series J (Emerging Growth Series - emphasis
on capital  appreciation),  Series K (Global  Aggressive Bond Series emphasis on
high current income with secondary emphasis on capital  appreciation),  Series M
(Specialized  Asset Allocation Series - emphasis on high total return consisting
of capital appreciation and current income),  Series N (Managed Asset Allocation
Series - emphasis on high level of total return), Series O (Equity Income Series
- - emphasis on substantial dividend income and capital appreciation) and Series S
(Social Awareness Series - emphasis on high total return).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management  Company,  LLC (SMC),
which is owned 50% by SBL and 50% by  Security  Benefit  Group,  Inc.  (SBG),  a
wholly-owned subsidiary of SBL. SMC has engaged Lexington Management Corporation
to provide  sub-advisory  services for the  Worldwide  Equity  Series and Global
Aggressive Bond Series and has engaged T. Rowe Price Associates, Inc. to provide
sub-advisory  services for the Managed  Asset  Allocation  Series and the Equity
Income Series. SMC has also entered into agreements with Templeton  Quantitative
Advisors, Inc. and Meridian Investment Management Corporation to provide certain
quantitative  research services with respect to the Specialized Asset Allocation
Series.

INVESTMENT  VALUATION  -  Investments  in mutual  fund shares are carried in the
balance sheet at market value (net asset value of the  underlying  mutual fund).
The  first-in,  first-out  cost  method is used to  determine  gains and losses.
Security transactions are accounted for on the trade date.

                                        8
<PAGE>

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The cost of investments purchased and proceeds from investments sold during 1996
were as follows (In Thousands):

                                          COST OF      PROCEEDS FROM
                                          PURCHASES         SALES   
                                          --------------------------
Growth Series...........................   $247,011        $161,782
Growth-Income Series....................    270,233         164,899
Money Market Series.....................    122,800         112,293
Worldwide Equity Series.................     89,191          51,904
High Grade Income Series................     55,000          53,555
Emerging Growth Series..................     70,096          42,400
Global Aggressive Bond Series...........      5,717           2,181
Specialized Asset Allocation Series.....     14,523           4,368
Managed Asset Allocation Series.........      6,962           1,693
Equity Income Series....................     30,483           7,088
Social Awareness Series.................     18,705           6,841

SBG's  investment in the subaccounts  represented the following  number of units
and contract value of Variflex  contracts owned at December 31, 1996 (DOLLARS IN
THOUSANDS):

                                       NUMBER OF UNITS            CONTRACT VALUE
                                      ------------------------------------------

Global Aggressive Bond Series........          99,992                    $1,200
Managed Asset Allocation Series......         230,000                     2,730

ANNUITY  RESERVES - Annuity  reserves  relate to contracts that have matured and
are in the payout  stage.  Such  reserves are computed on the basis of published
mortality  tables using  assumed  interest  rates that will provide  reserves as
prescribed by law. In cases where the payout option selected is life contingent,
SBL periodically  recalculates the required annuity reserves,  and any resulting
adjustment is either charged or credited to SBL and not to the Account.

REINVESTMENT OF DIVIDENDS - Dividend and capital gains distributions paid by the
mutual  fund  to the  Account  are  reinvested  in  additional  shares  of  each
respective Series.  Dividend income and capital gains distributions are recorded
as income on the ex-dividend date.

FEDERAL  INCOME TAXES - Under  current law, no federal  income taxes are payable
with respect to the Account.

                                       9
<PAGE>

VARIFLEX
Notes to Financial Statements
December 31, 1996


1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

2.  VARIABLE ANNUITY CONTRACT CHARGES

SBL deducts an administrative fee of $30 per year for each contract,  except for
certain  contracts  based on a minimum  account value and the period of time the
contract  has been in force.  Mortality  and  expense  risks  assumed by SBL are
compensated for by a fee equivalent to an annual rate of 1.2% of the asset value
of  each  contract,  of  which  0.7% is for  assuming  mortality  risks  and the
remainder is for assuming expense risks.

When  applicable,  an amount for state  premium taxes is deducted as provided by
pertinent  state  law,  either  from the  purchase  payments  or from the amount
applied to effect an annuity at the time annuity payments commence.

A  contingent   deferred  sales  charge  is  assessed  by  SBL  against  certain
withdrawals  during the first eight years of the contract,  declining from 8% in
the first  year to 1% in the  eighth  year.  Such  surrender  charges  and other
contract  charges  totaled  $1,285,380 during 1996.

                                       10
<PAGE>

3.  SUMMARY OF UNIT TRANSACTIONS (IN THOUSANDS)

                                                                       UNITS
Growth Series:
   Variable annuity deposits....................................        4,887
   Terminations, withdrawals and annuity payments...............        3,508

Growth-Income Series:
   Variable annuity deposits....................................        3,756
   Terminations, withdrawals and annuity payments...............        3,412

Money Market Series:
   Variable annuity deposits....................................       11,926
   Terminations, withdrawals and annuity payments...............       11,446

Worldwide Equity Series:
   Variable annuity deposits....................................        5,428
   Terminations, withdrawals and annuity payments...............        3,434

High Grade Income Series:
   Variable annuity deposits....................................        2,124
   Terminations, withdrawals and annuity payments...............        2,314

Emerging Growth Series:
   Variable annuity deposits....................................        3,810
   Terminations, withdrawals and annuity payments...............        2,316

Global Aggressive Bond Series:
   Variable annuity deposits....................................          455
   Terminations, withdrawals and annuity payments...............          174

Specialized Asset Allocation Series:
   Variable annuity deposits....................................        1,233
   Terminations, withdrawals and annuity payments...............          333

Managed Asset Allocation Series:
   Variable annuity deposits....................................          594
   Terminations, withdrawals and annuity payments...............          112

Equity Income Series:
   Variable annuity deposits....................................        2,346
   Terminations, withdrawals and annuity payments...............          456

Social Awareness Series:
   Variable annuity deposits....................................          939
   Terminations, withdrawals and annuity payments...............          322

                                       11
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                                       12
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[SBG LOGO]                                                       BULK RATE
The Security Benefit Group of Companies                      U.S. POSTAGE PAID
700 SW Harrison St.,                                             TOPEKA, KS
Topeka, Kansas 66636-0001                                      PERMIT NO. 428



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