VARIFLEX
N-30D, 1998-05-27
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<PAGE>
                                    VARIFLEX

                               1997 ANNUAL REPORT



[SBL LOGO]
Security Benefit Life Insurance Company
A Member of The Security Benefit
Group of Companies
<PAGE>
A LETTER FROM THE PRESIDENT

At  Security  Benefit  we  strive  for  the  optimum  in  financial   integrity,
operational  excellence  and core values.  Our  dedication to providing  quality
products and services is a never-ending  quest.  It's through these  commitments
that we  maintain a strong  financial  position  and  consistent  growth for the
protection and security of our policyholders and customers.

Capitalizing on opportunities and challenges,  1997 was a year of milestones for
Security Benefit.

*  Sales were up 5%

*  Profits were up 17%

*  Company assets rose 11%

*  Statutory equity rose 29%

We have long been positioned to meet the demand for flexible  annuities.  And we
took that one step  further in 1997 by  unveiling  Variflex  Signature.  Our new
variable annuity offers  opportunities for investors tired of low interest rates
and lack of control over their insurance investments.

Another  milestone for 1997 was FORTUNE magazine citing Security Benefit as "One
of the Best 100 Companies To Work for in America."  FORTUNE has discovered  what
our associates  already  know--that  Security  Benefit is a quality,  caring and
well-managed  place to work and grow. We understand  that  satisfied  people are
more  productive  people,  and that  translates to higher quality service to our
customers.

When it comes to quality service, 1997 was a banner season for Security Benefit.
DALBAR,  an  independent  research  firm that  rates the  service  standards  of
financial  services  organizations,  awarded us the first Quality Tested Service
Seal.  The award places  Security  Benefit at the pinnacle of superior  customer
service in the variable annuity industry.

As we move  forward,  our  sights  are set high to  continue  as a leader in the
financial  services  industry.  By  anticipating  evolving  needs and developing
appropriate solutions, we anticipate a prosperous and successful 1998.


HOWARD R. FRICKE

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

                                       1
<PAGE>
BOARD OF DIRECTORS

Howard R. Fricke
Chairman of the Board and CEO
Security Benefit Life Insurance Company
Topeka, Kansas

Thomas R. Clevenger
Wichita, Kansas

Sister Loretto Marie Colwell
President and CEO
St. Francis Hospital and Medical Center
Topeka, Kansas

John C. Dicus
Chairman of the Board
Capitol Federal Savings & Loan Association
Topeka, Kansas

Stephen J. Douglass
Chairman and CEO
Payless ShoeSource
Topeka, Kansas

William W. Hanna
President & Chief Operating Officer
Koch Industries
Wichita, Kansas

John E. Hayes, Jr.
Chairman of the Board and CEO
Western Resources, Inc.
Topeka, Kansas

Laird G. Noller
President
Noller Enterprises
Topeka, Kansas

Frank Sabatini
Chairman of the Board and CEO
Capital City Bank
Topeka, Kansas

Robert C. Wheeler
Chairman and CEO
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 2, 1998 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 Contract Owners of Variflex and
The Board of Directors of Security Benefit Life Insurance Company


We have audited the  accompanying  balance sheet of Variflex (the Account) as of
December 31, 1997,  and the related  statement of operations  and changes in net
assets  for  the  year  then  ended.   These   financial   statements   are  the
responsibility of the Account's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit 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, 1997 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, 1997,
and the  results of its  operations  and  changes in its net assets for the year
then ended in conformity with generally accepted accounting principles.

                                                               Ernst & Young LLP

February 6, 1998

                                       3
<PAGE>
VARIFLEX
================================================================================
BALANCE SHEET                                                  DECEMBER 31, 1997
- --------------------------------------------------------------------------------
ASSETS                 (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)


Investments:

  SBL Fund:

    Series A (Growth Series) - 27,703,230 shares at net asset
      value of $29.39 per share (cost, $662,770)...................   $  814,198

    Series B (Growth-Income Series) - 26,297,103 shares at net
      asset value of $41.60 per share (cost, $874,010).............    1,093,959

    Series C (Money Market Series) - 5,420,257 shares at net asset
      value of $12.53 per share (cost, $67,932)....................       67,916

    Series D (Worldwide Equity Series) - 41,155,765 shares at net
      asset value of $6.14 per share (cost, $245,440)..............      252,696

    Series E (High Grade Income  Series) - 9,617,282  shares at
      net asset value of $12.25 per share (cost, $117,344).........      117,812

    Series J (Emerging Growth Series) - 8,803,313 shares at net
      asset value of $21.33 per share (cost, $162,885).............      187,775

    Series K (Global Aggressive Bond Series) - 793,518 shares at
      net asset value of $10.07 per share (cost, $8,585)...........        7,991

    Series M (Specialized Asset Allocation Series) - 2,421,884
      shares at net asset value of $12.29 per share (cost, $28,755)       29,765

    Series N (Managed Asset Allocation Series) - 1,524,591 shares
      at net asset value of $13.88 per share (cost, $19,040).......       21,161

    Series O (Equity Income Series) - 5,359,732 shares at net
      asset value of $17.62 per share (cost, $79,723)..............       94,438

    Series S (Social Awareness Series) - 3,524,589 shares at net
      asset value of $22.25 per share (cost, $62,572)..............       78,422
                                                                       ---------
Total assets.......................................................   $2,766,133
                                                                       =========

                             See accompanying notes.
                                       4
<PAGE>
- --------------------------------------------------------------------------------
LIABILITIES AND NET ASSETS


Mortality guarantee payable......                                     $       19
Net assets are represented by (NOTE 3):

                                     NUMBER      UNIT
                                    OF UNITS     VALUE     AMOUNT
                                    --------     -----     ------
Growth Series:
  Accumulation units.............  13,946,720   $58.19   $  811,530
  Annuity reserves...............      45,797    58.19        2,665      814,195
                                                          ---------
Growth-Income Series:
  Accumulation units.............  18,740,460    58.21    1,090,922
  Annuity reserves...............      51,980    58.21        3,026    1,093,948
                                                          ---------
Money Market Series:
  Accumulation units.............   3,569,294    18.98       67,747
  Annuity reserves...............       9,135    18.98          173       67,920
                                                          ---------
Worldwide Equity Series:
  Accumulation units.............  16,535,335    15.26      252,369
  Annuity reserves...............      21,367    15.26          326      252,695
                                                          ---------
High Grade Income Series:
  Accumulation units.............   4,982,321    23.57      117,448
  Annuity reserves...............      15,360    23.57          362      117,810
                                                          ---------
Emerging Growth Series:
  Accumulation units.............   8,757,387    21.37      187,134
  Annuity reserves...............      29,936    21.37          640      187,774
                                                          ---------
Global Aggressive Bond Series:
  Accumulation units.............     638,288    12.50        7,976
  Annuity reserves...............       1,172    12.50           15        7,991
                                                          ---------
Specialized Asset
Allocation Series:
  Accumulation units.............   2,359,916    12.59       29,714
  Annuity reserves...............       4,062    12.59           51       29,765
                                                          ---------
Managed Asset Allocation Series:
  Accumulation units.............   1,516,831    13.89       21,075
  Annuity reserves...............       6,167    13.89           86       21,161
                                                          ---------
Equity Income Series:
  Accumulation units.............   5,393,193    17.48       94,297
  Annuity reserves...............       8,112    17.48          142       94,439
                                                          ---------
Social Awareness Series:
  Accumulation units.............   3,435,950    22.72       78,060
  Annuity reserves...............      15,686    22.72          356       78,416
                                                          ---------   ----------
Total liabilities and net assets.                                     $2,766,133
                                                                      ==========

                            See accompanying notes.
                                       5
<PAGE>
VARIFLEX
================================================================================
STATEMENT OF OPERATIONS AND
CHANGES IN NET ASSETS                               YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
                                                                  (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                         GROWTH-       MONEY      WORLDWIDE   HIGH GRADE   EMERGING
                                                            GROWTH       INCOME        MARKET      EQUITY       INCOME      GROWTH
                                                            SERIES       SERIES        SERIES      SERIES       SERIES      SERIES
                                                           ------------------------------------------------------------------------
<S>                                                        <C>         <C>           <C>          <C>         <C>          <C> 
Dividend distributions..................................   $  4,540    $   21,188    $   5,040    $  5,166    $  7,354     $    464
Expenses (Note 2):
  Mortality and expense risk fee........................     (8,484)      (12,034)      (1,111)     (3,086)     (1,274)      (1,958)
  Administrative fee....................................       (438)       (1,387)        (118)        (64)       (249)         (22)
                                                           -------------------------------------------------------------------------
Net investment income (loss)............................     (4,382)        7,767        3,811       2,016       5,831       (1,516)

Capital gains distributions.............................     42,445        52,576          ---      11,148         ---        3,999
Realized gain (loss) on investments.....................     71,222        51,243         (219)     13,977        (219)      16,556
Unrealized appreciation (depreciation) on investments...     51,354       106,904         (165)    (15,631)      2,886       10,679
                                                           -------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments..    165,021       210,723         (384)      9,494       2,667       31,234
                                                           -------------------------------------------------------------------------
Net increase in net assets resulting from operations....    160,639       218,490        3,427      11,510       8,498       29,718
Net assets at beginning of year.........................    591,591       886,931       90,466     223,249     109,990      128,768
Variable annuity deposits (Notes 2 and 3)...............    249,960       162,219      229,892      79,090      46,747       89,302
Terminations and withdrawals (Notes 2 and 3)............   (187,265)     (173,157)    (255,042)    (60,994)    (47,233)     (59,424)
Annuity payments (Notes 2 and 3)........................       (705)         (501)        (828)       (160)       (191)        (590)
Net mortality guarantee transfer........................        (25)          (34)           5         ---          (1)         ---
                                                           -------------------------------------------------------------------------
Net assets at end of year...............................   $814,195    $1,093,948    $  67,920    $252,695    $117,810     $187,774
                                                           =========================================================================
</TABLE>
                            See accompanying notes.
                                       6
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             GLOBAL         SPECIALIZED       MANAGED ASSET    EQUITY      SOCIAL
                                                           AGGRESSIVE     ASSET ALLOCATION     ALLOCATION      INCOME     AWARENESS
                                                           BOND SERIES         SERIES            SERIES        SERIES      SERIES
                                                           ------------------------------------------------------------------------
<S>                                                         <C>               <C>               <C>           <C>         <C>
Dividend distributions..................................    $   650           $   600           $   263       $    658    $   125
Expenses (Note 2):
  Mortality and expense risk fee........................        (92)             (332)             (184)          (794)      (769)
  Administrative fee....................................        (21)              (21)              (15)           (93)       (36)
                                                           -----------------------------------------------------------------------
Net investment income (loss)............................        537               247                64           (229)      (680)

Capital gains distributions.............................        196               577               171            938      3,402
Realized gain on investments............................        130             1,077             1,042          3,898      4,159
Unrealized appreciation (depreciation) on investments...       (543)             (756)              953         10,793      5,871
                                                           -----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments..       (217)              898             2,166         15,629     13,432
                                                           -----------------------------------------------------------------------
Net increase in net assets resulting from operations....        320             1,145             2,230         15,400     12,752
Net assets at beginning of year.........................      5,829            21,737            11,959         37,606     53,324
Variable annuity deposits (Notes 2 and 3)...............      6,637            12,513            11,907         54,189     22,273
Terminations and withdrawals (Notes 2 and 3)............     (4,783)           (5,572)           (4,928)       (12,735)    (9,858)
Annuity payments (Notes 2 and 3)........................        (12)              (58)               (6)           (13)       (31)
Net mortality guarantee transfer........................        ---               ---                (1)            (8)       (44)
                                                           =======================================================================
Net assets at end of year...............................    $ 7,991           $29,765           $21,161        $94,439    $78,416
                                                           =======================================================================
</TABLE>
                                       7
<PAGE>
VARIFLEX
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997


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
capital appreciation).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management Company, LLC (SMC), a
limited  liability company  controlled by its members,  SBL and 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,  T. Rowe Price  Associates,  Inc. to
provide  sub-advisory  services for the Managed Asset Allocation  Series and the
Equity Income Series and Meridian Investment  Management  Corporation to provide
sub-advisory services for 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 were as
follows (In Thousands):

                                                  COST OF      PROCEEDS
                                                 PURCHASES    FROM SALES
                                                 ---------    ----------
        Growth Series.........................   $307,630      $207,603
        Growth-Income Series..................    244,789       195,902
        Money Market Series...................    242,657       264,823
        Worldwide Equity Series...............     98,268        67,168
        High Grade Income Series..............     56,168        51,013
        Emerging Growth Series................     96,572        64,801
        Global Aggressive Bond Series.........      7,766         5,191
        Specialized Asset Allocation Series...     14,348         6,641
        Managed Asset Allocation Series.......     12,903         5,696
        Equity Income Series..................     57,331        15,190
        Social Awareness Series...............     26,829        11,798

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, 1997


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 net 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  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 $1,653,942.

                                       10
<PAGE>
3. SUMMARY OF UNIT TRANSACTIONS (IN THOUSANDS)

Growth Series:
  Variable annuity deposits............................................    4,775
  Terminations, withdrawals, annuity payments and expense charges......    3,713

Growth-Income Series:
  Variable annuity deposits............................................    3,118
  Terminations, withdrawals, annuity payments and expense charges......    3,368

Money Market Series:
  Variable annuity deposits............................................   12,375
  Terminations, withdrawals, annuity payments and expense charges......   13,751

Worldwide Equity Series:
  Variable annuity deposits............................................    5,104
  Terminations, withdrawals, annuity payments and expense charges......    3,932

High Grade Income Series:
  Variable annuity deposits............................................    2,073
  Terminations, withdrawals, annuity payments and expense charges......    2,147

Emerging Growth Series:
  Variable annuity deposits............................................    4,688
  Terminations, withdrawals, annuity payments and expense charges......    3,042

Global Aggressive Bond Series:
  Variable annuity deposits............................................      548
  Terminations, withdrawals, annuity payments and expense charges......      394

Specialized Asset Allocation Series:
  Variable annuity deposits............................................    1,003
  Terminations, withdrawals, annuity payments and expense charges......      450

Managed Asset Allocation Series:
  Variable annuity deposits............................................      915
  Terminations, withdrawals, annuity payments and expense charges......      399

Equity Income Series:
  Variable annuity deposits............................................    3,498
  Terminations, withdrawals, annuity payments and expense charges......      825

Social Awareness Series:
  Variable annuity deposits............................................    1,099
  Terminations, withdrawals, annuity payments and expense charges......      493

                                       11
<PAGE>
[SBG LOGO]                                                          BULK RATE
The Security Benefit Group of Companies                           U.S. POSTAGE
700 SW Harrison St.,                                                  PAID
Topeka, Kansas 66636-0001                                       SECURITY BENEFIT


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