VARIFLEX
N-30D, 2000-05-24
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<PAGE>
VARIFLEX(R) AND VARIFLEX ES
================================================================================
1999 ANNUAL REPORT


[LOGO]
SECURITY BENEFIT LIFE
INSURANCE COMPANY
A Member of The Security Benefit
Group of Companies
<PAGE>
A MESSAGE FROM SECURITY BENEFIT

SECURITY BENEFIT GROUP KNOWS WALL STREET AND MAIN STREET

In 1999, Security Benefit Life Insurance Company had another year of outstanding
financial   results.   The  driving  forces  behind  our  tremendous   financial
performance were consumers'  demand for individual  retirement  products and the
extension of our money management and customer service competencies.

As consumers focus on their future, they look to SBL as a partner for developing
personal  retirement  strategies.  Our core  competencies--money  management and
customer  service--are  very solid and the  cornerstone of our stronghold in the
market segments.

SECURITY BENEFIT IS A CLEAR CHOICE

There are many  qualities  that make  partnering  with Security  Benefit a clear
choice:

*  variety of retirement products
*  cutting edge service
*  pool of flexible and responsive employees
*  rich heritage of innovation and creativity
*  a rock solid financial foundation
*  a strong risk management philosophy

However,  if we were asked to capture  what  makes  partnering  with SBL a clear
choice in one sentence, here's what we'd say--Security Benefit knows Wall Street
and Main Street.

Wall Street and Main Street are among the most  famous  streets in America,  but
they're  known  better for their  characteristics  rather  than their  location.
Everyone  knows that Wall  Street is in New York,  but Wall Street is more of an
adjective  today than it is a noun.  What are the  characteristics  of something
that's Wall Street-like? It's fast paced, risky and high stress.

Likewise, Main Street has become an adjective.  The characteristics of something
that's Main  Street-like are being friendly,  courteous,  relaxed,  and having a
real interest and concern for your neighbor.

Knowledge of both streets is one of our  competitive  advantages and it's why we
are positioned for strong growth in the future.

SECURITY BENEFIT KNOWS WALL STREET

Even though SBL operates out of America's Heartland in Topeka, Kansas--the exact
opposite of the Wall Street-like  atmosphere--we know Wall Street because of our
experience, technology and people.

EXPERIENCE.  We've been in the equities business for a long time. SBL was one of
the first in the  industry to  introduce  a variable  annuity and we were on the
front end of the mutual fund  explosion.*  We're as  interested in the return of
customers' investments as we are in the return on customers' investments.

TECHNOLOGY.  In today's computer age, we receive  financial news and information
at the same time as any other Wall Street professional.  When that one important
announcement  comes across the wire, we receive the information in real time and
our money managers can react appropriately.

PEOPLE.  There's  an  abundance  of  investment  talent and  expertise  grown in
America's  breadbasket  and SBL  attracts  its fair share.  Here,  our talent is
moderately  insulated  from the steady stream of Wall Street noise,  so they can
focus on what they do best--manage money.

SECURITY BENEFIT KNOWS MAIN STREET

In order to survive in the financial  services  industry  today,  you need to be
good at providing three things:

*  products with good performance
*  competitive product pricing
*  good customer service

But,  in order to thrive in the  industry,  you need to be great at one of those
things.

At  Security  Benefit,  we've  got  good  products  with  good  performance  and
competitively  priced.  But,  we've  made a  conscious  decision  to be great at
customer service.  In 1999,  Dalbar,  Inc.  recognized  Security Benefit for its
great customer service--again.

Where does our ability to provide  outstanding  service stem from? It stems from
everyone at Security Benefit having a deep knowledge of Main Street. Main Street
is  part  of  Americana.  Our  goal  is to  provide  customers  the  high-touch,
personalized service you receive when you enter an establishment on Main Street,
USA.

In the year 2000 and beyond,  we will  invest in  initiatives  that  enhance the
value we offer to customers and make  partnering  with Security  Benefit an even
clearer choice. Thanks for choosing Security Benefit in 1999.

*Variable annuities and mutual funds distributed by Security Distributors, Inc.
<PAGE>
BOARD OF DIRECTORS

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

STEVEN J. DOUGLASS
CHAIRMAN AND CEO
Payless ShoeSource
Topeka, Kansas

WILLIAM W. HANNA
VICE CHAIRPERSON
Koch Industries
Wichita, Kansas

JOHN E. HAYES, JR.
CHAIRMAN OF THE BOARD AND CEO (Ret.)
Western Resources, Inc.
Topeka, Kansas

KRIS A. ROBBINS
PRESIDENT AND COO
Security Benefit Life Insurance Company
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 MEETING OF MEMBERS

The annual meeting of members of Security  Benefit  Mutual Holding  Company (the
"Mutual  Holding  Company")  will be held on  Tuesday,  June 6, 2000,  at 700 SW
Harrison St.,  Topeka,  Kansas,  at 1:00 p.m. Each owner of an insurance  policy
issued by  Security  Benefit  Life  Insurance  Company is a member of the Mutual
Holding  Company and 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 no later than May 31, 2000.

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
<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  individual  and combined  balance  sheets of
Variflex  (comprised  of the  individual  series  as  indicated  therein)  as of
December 31, 1999,  and the related  statements of operations and changes in net
assets for the year then ended, except for those individual series operating for
portions of a period as disclosed in the financial  statements.  These financial
statements are the  responsibility of Security Benefit Life Insurance  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. 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, 1999,
by correspondence  with the transfer agent. An audit also includes assessing the
accounting  principles used and significant estimates made by management as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the individual and combined  financial  position of the
individual  series of Variflex at December  31,  1999,  and the  individual  and
combined  results of their  operations  and  changes in their net assets for the
periods  described  above in conformity  with  accounting  principles  generally
accepted in the United States.

                                                               Ernst & Young LLP

February 4, 2000
<PAGE>
VARIFLEX
================================================================================
BALANCE SHEETS                                                 DECEMBER 31, 1999
- --------------------------------------------------------------------------------
ASSETS                 (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)

Investments:
  SBL Fund:
    Series A (Growth Series) - 31,820,560 shares at net
      asset value of $35.51 per share (cost, $988,561).............   $1,129,956
    Series B (Growth-Income Series) - 38,778,697 shares at
      net asset value of $24.39 per share (cost, $1,177,906).......      945,806
    Series C (Money Market Series) - 8,861,295 shares at
      net asset value of $12.04 per share (cost, $110,222).........      106,688
    Series D (Worldwide Equity Series) - 48,948,631 shares
      at net asset value of $9.08 per share (cost, $325,632).......      444,452
    Series E (High Grade Income Series) - 9,578,275 shares
      at net asset value of $10.55 per share (cost, $113,333)......      101,050
    Series J (Mid Cap Series) - 11,793,196 shares at net
      asset value of $30.15 per share (cost, $249,562).............      355,560
    Series K (Global Strategic Income Series) - 711,052 shares
      at net asset value of $9.61 per share (cost, $7,028).........        6,832
    Series M (Global Total Return Series) - 2,253,017 shares
      at net asset value of $13.09 per share (cost, $28,124).......       29,493
    Series N (Managed Asset Allocation Series) - 3,171,026 shares
      at net asset value of $16.94 per share (cost, $48,973).......       53,716
    Series O (Equity Income Series) - 7,655,204 shares at
      net asset value of $17.27 per share (cost, $135,986).........      132,200
    Series S (Social Awareness Series) - 5,933,285 shares at
      net asset value of $31.71 per share (cost, $153,288).........      188,139
    Series P (High Yield Series) - 148,179 shares at net
      asset value of $15.51 per share (cost, $2,480)...............        2,298
    Series V (Value Series) - 808,536 shares at net
      asset value of $16.73 per share (cost, $13,141)..............       13,526
    Series X (Small Cap Series) - 1,317,327 shares at net
      asset value of $19.40 per share (cost, $20,425)..............       25,556
    Series H (Enhanced Index Series) - 712,547 shares at
      net asset value of $11.15 per share (cost, 7,338)............        7,944
    Series I (International Series) - 122,055 shares at
      net asset value of $13.00 per share (cost, $ 1,266)..........        1,587
    Series Y (Select 25 Series) - 1,530,122 shares at net
      asset value of $12.37 per share (cost, $16,814)..............       18,928
Mortality guarantee receivable.....................................            4
                                                                       ---------
Combined assets....................................................   $3,563,735
                                                                       =========
                             See accompanying notes.
<PAGE>
<TABLE>
VARIFLEX
=============================================================================================
BALANCE SHEETS                                                              DECEMBER 31, 1999
- ---------------------------------------------------------------------------------------------
NET ASSETS                          (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)
<CAPTION>
                                            NUMBER        UNIT
                                           OF UNITS       VALUE       AMOUNT
                                           --------       -----       ------
<S>                                       <C>            <C>        <C>            <C>
Net assets are represented by (NOTE 3):

VARIFLEX

  Growth Series:
    Accumulation units.................   14,612,496     $77.05     $1,125,837
    Annuity reserves...................       53,186      77.05          4,098     $1,129,935
                                                                     ---------
  Growth-Income Series:
    Accumulation units.................   15,143,945      62.23        942,377
    Annuity reserves...................       54,145      62.23          3,369        945,746
                                                                     ---------
  Money Market Series:
    Accumulation units.................    5,169,895      20.41        105,527
    Annuity reserves...................       56,292      20.41          1,149        106,676
                                                                     ---------
  Worldwide Equity Series:
    Accumulation units.................   16,126,805      27.49        443,386
    Annuity reserves...................       39,092      27.49          1,075        444,461
                                                                     ---------
  High Grade Income Series:
    Accumulation units.................    4,189,725      23.92        100,237
    Annuity reserves...................       33,944      23.92            812        101,049
                                                                     ---------
  Mid Cap Series:
    Accumulation units.................    8,901,648      39.82        354,476
    Annuity reserves...................       27,348      39.82          1,089        355,565
                                                                     ---------
  Global Strategic Income Series:
    Accumulation units.................      517,883      13.19          6,832
    Annuity reserves...................            5      13.19            ---          6,832
                                                                     ---------
  Global Total Return Series:
    Accumulation units.................    1,865,142      15.78         29,432
    Annuity reserves...................        3,863      15.78             61         29,493
                                                                     ---------
  Managed Asset Allocation Series:
    Accumulation units.................    3,031,613      17.63         53,439
    Annuity reserves...................       14,996      17.63            264         53,703
                                                                     ---------
  Equity Income Series:
    Accumulation units.................    6,871,867      19.18        131,831
    Annuity reserves...................       18,393      19.18            353        132,184
                                                                     ---------
  Social Awareness Series:
    Accumulation units.................    5,486,456      34.16        187,427
    Annuity reserves...................       19,740      34.16            674        188,101
                                                                     ---------
</TABLE>
                             See accompanying notes.
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------------
NET ASSETS, CONTINUED
<CAPTION>
                                            NUMBER        UNIT
                                           OF UNITS       VALUE       AMOUNT
                                           --------       -----       ------
<S>                                       <C>            <C>        <C>            <C>
Net assets are represented by (NOTE 3)
  (continued):

VARIFLEX (CONTINUED)

  High Yield Series:
    Accumulation units.................      184,920     $12.43                    $    2,298

  Value Series:
    Accumulation units.................      766,899      17.62                        13,512

  Small Cap Series:
    Accumulation units.................    1,312,167      19.48                        25,556

  Enhanced Index Series:
    Accumulation units.................      713,124      11.14                         7,944

  International Series:
    Accumulation units.................      123,049      12.89                         1,587

  Select 25 Series:
    Accumulation units.................    1,545,208      12.24                        18,921

VARIFLEX ES

  Growth Series:
    Accumulation units.................        1,322     $23.89                            36

  Growth-Income Series:
    Accumulation units.................        1,599      19.10                            32

  Worldwide Equity Series:
    Accumulation units.................           42      18.75                             1

  High Grade Income Series:
    Accumulation units.................           87      11.34                             1

  Managed Asset Allocation Series:
    Accumulation units.................          761      15.98                            13

  Equity Income Series:
    Accumulation units.................          920      17.54                            16

  Social Awareness Series:
    Accumulation units.................        1,940      24.40                            52

  Value Series:
    Accumulation units.................          812      14.92                            14

  Select 25 Series:
    Accumulation units.................          571      11.74                             7
                                                                                    ---------
Combined net assets....................                                            $3,563,735
                                                                                    =========
</TABLE>
                             See accompanying notes.
<PAGE>
<TABLE>
VARIFLEX
====================================================================================================================================
STATEMENTS OF OPERATIONS AND
CHANGES IN NET ASSETS                                                                                   YEAR ENDED DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      (IN THOUSANDS)
<CAPTION>
                                                                                                     HIGH
                                                               GROWTH-       MONEY      WORLDWIDE    GRADE
                                                 GROWTH        INCOME        MARKET      EQUITY      INCOME      MID CAP
VARIFLEX                                         SERIES        SERIES        SERIES      SERIES      SERIES      SERIES
                                               --------------------------------------------------------------------------
<S>                                            <C>           <C>           <C>          <C>         <C>         <C>
Dividend distributions......................   $    8,303    $   22,341    $   9,795    $    ---    $ 13,388    $    ---
Expenses (NOTE 2):
  Mortality and expense risk fee............      (13,104)      (12,707)      (1,401)     (3,972)     (1,375)     (2,973)
  Administrative fee........................         (564)       (1,146)        (111)        (46)       (231)        (32)
                                               --------------------------------------------------------------------------
Net investment income (loss)................       (5,365)        8,488        8,283      (4,018)     11,782      (3,005)

Capital gains distributions.................       35,404       380,799          ---      43,845         ---      39,846
Realized gain (loss) on investments.........      103,927       (64,116)        (146)     11,691      (2,603)     15,124
Unrealized appreciation
  (depreciation) on investments.............      (63,995)     (317,071)      (4,363)    100,111     (15,263)     77,937
                                               --------------------------------------------------------------------------
Net realized and unrealized gain
  (loss) on investments.....................       75,336          (388)      (4,509)    155,647     (17,866)    132,907
                                               --------------------------------------------------------------------------
Net increase (decrease) in net
  assets resulting from operations..........       69,971         8,100        3,774     151,629      (6,084)    129,902
Net assets at beginning of year.............    1,060,662     1,078,658       86,834     300,829     120,032     224,096
Variable annuity deposits (NOTES 2 AND 3)...      335,083       138,151      279,342      77,466      34,749      89,025
Terminations and withdrawals (NOTES 2 AND 3)     (333,817)     (278,392)    (262,639)    (85,205)    (47,375)    (85,914)
Annuity payments (NOTES 2 AND 3)............       (1,954)         (740)        (626)       (268)       (266)     (1,549)
Net mortality guarantee transfer............          (10)          (31)          (9)         10          (7)          5
                                               --------------------------------------------------------------------------
Net assets at end of year...................   $1,129,935    $  945,746    $ 106,676    $444,461    $101,049    $355,565
                                               ==========================================================================
</TABLE>
                                                 See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
                                                GLOBAL      GLOBAL     MANAGED
                                               STRATEGIC    TOTAL       ASSET       EQUITY      SOCIAL
                                                INCOME      RETURN    ALLOCATION    INCOME     AWARENESS   HIGH YIELD
                                                SERIES      SERIES      SERIES      SERIES      SERIES       SERIES
                                               ----------------------------------------------------------------------
<S>                                             <C>        <C>        <C>          <C>         <C>          <C>
Dividend distributions......................    $   ---    $   997    $  1,826     $  4,300    $    858     $  178
Expenses (NOTE 2):
  Mortality and expense risk fee............        (88)      (353)       (625)      (1,652)     (1,940)       (10)
  Administrative fee........................        (22)       (18)        (40)        (151)        (46)        (2)
                                               ----------------------------------------------------------------------
Net investment income (loss)................       (110)       626       1,161        2,497      (1,128)       166

Capital gains distributions.................         49      2,206         ---        6,968       5,735         13
Realized gain (loss) on investments.........       (461)       498       3,535        6,480      16,550         (8)
Unrealized appreciation
  (depreciation) on investments.............        472         99        (652)     (14,030)      2,803       (182)
                                               ----------------------------------------------------------------------
Net realized and unrealized gain
  (loss) on investments.....................         60      2,803       2,883         (582)     25,088       (177)
                                               ----------------------------------------------------------------------
Net increase (decrease) in net
  assets resulting from operations..........        (50)     3,429       4,044        1,915      23,960        (11)
Net assets at beginning of year.............      7,638     29,917      44,175      128,372     124,218        ---
Variable annuity deposits (NOTES 2 AND 3)...      2,320      4,246      20,797       41,958      76,909      3,092
Terminations and withdrawals (NOTES 2 AND 3)     (3,071)    (8,095)    (15,143)     (40,006)    (36,955)      (783)
Annuity payments (NOTES 2 AND 3)............         (5)        (4)       (170)         (52)        (36)       ---
Net mortality guarantee transfer............        ---        ---         ---           (3)          5        ---
                                               ----------------------------------------------------------------------
Net assets at end of year...................    $ 6,832    $29,493    $ 53,703     $132,184    $188,101     $2,298
                                               ======================================================================
</TABLE>
                                               See accompanying notes.
<PAGE>
<TABLE>
VARIFLEX
====================================================================================================================================
STATEMENTS OF OPERATIONS AND                                                                            YEAR ENDED DECEMBER 31, 1999
CHANGES IN NET ASSETS (CONTINUED)                                                                                  (EXCEPT AS NOTED)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      (IN THOUSANDS)
<CAPTION>
                                                                      ENHANCED
                                                VALUE     SMALL CAP     INDEX    INTERNATIONAL   SELECT 25     VARIFLEX
                                                SERIES     SERIES      SERIES*      SERIES*       SERIES*       TOTAL
                                               --------------------------------------------------------------------------
<S>                                            <C>        <C>          <C>          <C>           <C>        <C>
Dividend distributions......................   $    41    $     3      $   27       $  ---        $   ---    $    62,057
Expenses (NOTE 2):
  Mortality and expense risk fee............       (44)       (49)        (28)          (6)           (57)       (40,384)
   Administrative fee.......................        (4)        (1)         (9)         ---             (6)        (2,429)
                                               --------------------------------------------------------------------------
Net investment income (loss)................        (7)       (47)        (10)          (6)           (63)        19,244

Capital gains distributions.................       323        619          25          ---            ---        515,832
Realized gain (loss) on investments.........       (52)       704          33           13            209         91,378
Unrealized appreciation
  (depreciation) on investments.............       385      5,131         606          321          2,114       (225,577)
                                               --------------------------------------------------------------------------
Net realized and unrealized gain
  (loss) on investments.....................       656      6,454         664          334          2,323        381,633
                                               --------------------------------------------------------------------------
Net increase (decrease) in net
  assets resulting from operations..........       649      6,407         654          328          2,260        400,877
Net assets at beginning of year.............       ---        ---         ---          ---            ---      3,205,431
Variable annuity deposits (NOTES 2 AND 3)...    14,864     21,458       7,971        1,382         17,870      1,166,683
Terminations and withdrawals (NOTES 2 AND 3)    (2,001)    (2,309)       (681)        (123)        (1,209)    (1,203,718)
Annuity payments (NOTES 2 AND 3)............       ---        ---         ---          ---            ---         (5,670)
Net mortality guarantee guarantee transfer..       ---        ---         ---          ---            ---            (40)
                                               --------------------------------------------------------------------------
Net assets at end of year...................   $13,512    $25,556      $7,944       $1,587        $18,921    $ 3,563,563
                                               ==========================================================================
</TABLE>

*For the period May 3, 1999 (inception date) through December 31,1999.

                                                 See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
                                                                                                            MANAGED ASSET    EQUITY
                                               GROWTH    GROWTH-INCOME      WORLDWIDE        HIGH GRADE      ALLOCATION      INCOME
VARIFLEX ES                                    SERIES       SERIES        EQUITY SERIES    INCOME SERIES       SERIES        SERIES
                                               ------------------------------------------------------------------------------------
<S>                                            <C>           <C>              <C>              <C>              <C>           <C>
Dividend distributions......................   $---          $---             $---             $---             $---          $---
Expenses (NOTE 2):
  Mortality and expense risk fee............    ---           ---              ---              ---              ---           ---
  Administrative fee........................    ---           ---              ---              ---              ---           ---
                                               ------------------------------------------------------------------------------------
Net investment income (loss)................    ---           ---              ---              ---              ---           ---

Capital gains distributions.................    ---           ---              ---              ---              ---           ---
Realized gain (loss) on investments.........    ---           ---              ---              ---              ---           ---
Unrealized appreciation
  (depreciation) on investments.............      2            (2)             ---              ---              ---            (2)
                                               ------------------------------------------------------------------------------------
Net realized and unrealized
  gain (loss) on investments................      2            (2)             ---              ---              ---            (2)
                                               ------------------------------------------------------------------------------------
Net increase (decrease) in net
  assets resulting from operations..........      2            (2)             ---              ---              ---            (2)
Net assets at beginning of year.............    ---           ---              ---              ---              ---           ---
Variable annuity deposits (NOTES 2 AND 3)...     37            35                1                1               15            22
Terminations and withdrawals (NOTES 2 AND 3)     (3)           (1)             ---              ---               (2)           (4)
Annuity payments (NOTES 2 AND 3)............    ---           ---              ---              ---              ---           ---
Net mortality guarantee transfer............    ---           ---              ---              ---              ---           ---
                                               ------------------------------------------------------------------------------------
Net assets at end of year...................   $ 36          $ 32             $  1             $  1             $ 13          $ 16
                                               ====================================================================================
</TABLE>
                                                      See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
                                                    SOCIAL            VALUE          SELECT 25         VARIFLEX ES
VARIFLEX ES (CONTINUED)                        AWARENESS SERIES       SERIES          SERIES*             TOTAL          COMBINED
                                               ------------------------------------------------------------------------------------
<S>                                                  <C>               <C>             <C>                <C>          <C>
Dividend distributions......................         $---              $---            $---               $---         $    62,057
Expenses (NOTE 2):
  Mortality and expense risk fee............          ---               ---             ---                ---             (40,384)
  Administrative fee........................          ---               ---             ---                ---              (2,429)
                                               ------------------------------------------------------------------------------------
Net investment income (loss)................          ---               ---             ---                ---              19,244

Capital gains distributions.................          ---               ---             ---                ---             515,832
Realized gain (loss) on investments.........          ---               ---             ---                ---              91,378
Unrealized appreciation
  (depreciation) on investments.............            3               ---             ---                  1            (225,576)
                                               ------------------------------------------------------------------------------------
Net realized and unrealized
  gain (loss) on investments................            3               ---             ---                  1             381,634
                                               ------------------------------------------------------------------------------------
Net increase (decrease) in net
  assets resulting from operations..........            3               ---             ---                  1             400,878
Net assets at beginning of year.............          ---               ---             ---                ---           3,205,431
Variable annuity deposits (NOTES 2 AND 3)...           49                14               9                183           1,166,866
Terminations and withdrawals (NOTES 2 AND 3)          ---               ---              (2)               (12)         (1,203,730)
Annuity payments (NOTES 2 AND 3)............          ---               ---             ---                ---              (5,670)
Net mortality guarantee transfer............          ---               ---             ---                ---                 (40)
                                               ------------------------------------------------------------------------------------
Net assets at end of year...................         $ 52              $ 14            $  7               $172         $ 3,563,735
                                               ====================================================================================
</TABLE>

*Period May 3, 1999 (inception date) through December 31, 1999.

                                                       See accompanying notes.
<PAGE>
VARIFLEX
================================================================================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

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 (Mid Cap Series - emphasis on capital appreciation),
   Series K (Global  Strategic  Income Series - emphasis on high current  income
   with  secondary  emphasis on capital  appreciation),  Series M (Global  Total
   Return  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),  Series S
   (Social Awareness Series - emphasis on capital appreciation),  Series P (High
   Yield Series - emphasis on high  current  income with  secondary  emphasis on
   capital appreciation through investment in higher yielding,  higher risk debt
   securities),  Series V (Value  Series  -  emphasis  on  long-term  growth  of
   capital),  Series X (Small  Cap  Series -  emphasis  on  long-term  growth of
   capital),  Series H (Enhanced Index Series - emphasis on capital appreciation
   consistent  with  performance of the Standard & Poor's 500 Composite  Index),
   Series I (International  Series - emphasis on long-term capital  appreciation
   from investment in foreign equity  securities) and Series Y (Select 25 Series
   - emphasis on long-term capital appreciation from a concentration of 20 to 30
   common  stocks).  During  1999 the  former  Emerging  Growth  Series,  Global
   Aggressive Bond Series,  and Specialized Asset Allocation Series were renamed
   Mid Cap Series,  Global  Strategic  Income  Series,  and Global  Total Return
   Series, respectively.

   The  Account  receives  deposits  from  two  types of  investment  contracts,
   Variflex and Variflex ES.

   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., a wholly-owned subsidiary of SBL.

   SMC has  engaged  T. Rowe  Price  Associates,  Inc.  to  provide  subadvisory
   services  for the  Managed  Asset  Allocation  Series and the  Equity  Income
   Series;  Strong Capital Management,  Inc. to provide subadvisory services for
   the Small Cap Series; Oppenheimer Funds, Inc. to provide subadvisory services
   for the  Worldwide  Equity  Series  and  Banker's  Trust  Company  to provide
   subadvisory  services  for the Enhanced  Index  Series and the  International
   Series.  Meridian  Investment  Management  Corporation  (Meridian)  served as
   subadvisor for the Global Strategic Income Series and the Global Total Return
   Series until May 15, 1999 when Meridian was replaced by Wellington Management
   Company, LLP.

   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  realized
   gains and losses. Security transactions are accounted for on the trade date.

   The cost of investments  purchased and proceeds from investments sold for the
   year ended December 31 was as follows:

                                                  COST OF     PROCEEDS
                                                 PURCHASES   FROM SALES
                                                 ---------   ----------
                                                     (IN THOUSANDS)
             Growth Series....................   $401,454     $372,081
             Growth-Income Series.............    556,246      307,908
             Money Market Series..............    199,746       75,383
             Worldwide Equity Series..........    125,940       94,119
             High Grade Income Series.........     52,141       53,253
             Mid Cap Series...................    135,516       97,113
             Global Strategic Income Series...      2,530        3,347
             Global Total Return Series.......      7,979        9,000
             Managed Asset Allocation Series..     24,193       17,535
             Equity Income Series.............     55,397       44,015
             Social Awareness Series..........     85,811       41,242
             High Yield Series................      3,410          922
             Value Series.....................     15,442        2,249
             Small Cap Series.................     22,509        2,788
             Enhanced Index Series............      8,181          876
             International Series.............      1,455          202
             Select 25 Series.................     18,547        1,942

   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  - The  operations  of the  Account  are a part of the
   operations of SBL.  Under current law, no federal  income taxes are allocated
   by SBL to the operations of the Account.

   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 Variflex contract
   and $15 per year for each Variflex ES 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
   Variflex  contract  and  1.0% of the net  asset  value  of each  Variflex  ES
   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.

3. SUMMARY OF UNIT TRANSACTIONS (IN THOUSANDS)
                                                                           UNITS
                                                                           -----
   VARIFLEX

     Growth Series:
       Variable annuity deposits.......................................    3,598
       Terminations, withdrawals, annuity payments and expense charges.    3,643
     Growth-Income Series:
       Variable annuity deposits.......................................    1,111
       Terminations, withdrawals, annuity payments and expense charges.    3,351
     Money Market Series:
       Variable annuity deposits.......................................   10,211
       Terminations, withdrawals, annuity payments and expense charges.    9,389
     Worldwide Equity Series:
       Variable annuity deposits.......................................    2,823
       Terminations, withdrawals, annuity payments and expense charges.    3,270
     High Grade Income Series:
       Variable annuity deposits.......................................      950
       Terminations, withdrawals, annuity payments and expense charges.    1,498
     Mid Cap Series:
       Variable annuity deposits.......................................    2,285
       Terminations, withdrawals, annuity payments and expense charges.    2,355
     Global Strategic Income Series:
       Variable annuity deposits.......................................      134
       Terminations, withdrawals, annuity payments and expense charges.      195
     Global Total Return Series:
       Variable annuity deposits.......................................      188
       Terminations, withdrawals, annuity payments and expense charges.      454
     Managed Asset Allocation Series:
       Variable annuity deposits.......................................    1,114
       Terminations, withdrawals, annuity payments and expense charges.      785
     Equity Income Series:
       Variable annuity deposits.......................................    1,643
       Terminations, withdrawals, annuity payments and expense charges.    1,569
     Social Awareness Series:
       Variable annuity deposits.......................................    2,233
       Terminations, withdrawals, annuity payments and expense charges.      937
     High Yield Series:
       Variable annuity deposits.......................................      248
       Terminations, withdrawals, annuity payments and expense charges.       63
     Value Series:
       Variable annuity deposits.......................................      886
       Terminations, withdrawals, annuity payments and expense charges.      120
     Small Cap Series:
       Variable annuity deposits.......................................    1,474
       Terminations, withdrawals, annuity payments and expense charges.      162
     Enhanced Index Series:
       Variable annuity deposits.......................................      781
       Terminations, withdrawals, annuity payments and expense charges.       68
     International Series:
       Variable annuity deposits.......................................      135
       Terminations, withdrawals, annuity payments and expense charges.       12
     Select 25 Series:
       Variable annuity deposits.......................................    1,652
       Terminations, withdrawals, annuity payments and expense charges.      107

   VARIFLEX ES

     Growth Series:
       Variable annuity deposits.......................................        1
       Terminations, withdrawals, annuity payments and expense charges.      ---
     Growth-Income Series:
       Variable annuity deposits.......................................        2
       Terminations, withdrawals, annuity payments and expense charges.      ---
     Worldwide Equity Series:
       Variable annuity deposits.......................................      ---
     High Grade Income Series:
       Variable annuity deposits.......................................      ---
     Managed Asset Allocation Series:
       Variable annuity deposits.......................................        1
       Terminations, withdrawals, annuity payments and expense charges.      ---
     Equity Income Series:
       Variable annuity deposits.......................................        1
       Terminations, withdrawals, annuity payments and expense charges.      ---
     Social Awareness Series:
       Variable annuity deposits.......................................        2
     Value Series:
       Variable annuity deposits.......................................        1
     Select 25 Series:
       Variable annuity deposits.......................................        1
       Terminations, withdrawals, annuity payments and expense charges.      ---


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