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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transaction period from to
Commission file number
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Colorado 84-0467907
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
8515 East Orchard Road, Englewood, CO 80111
(Address of principal executive offices)
(Zip Code)
[303] 689-4128
(Registrant's telephone number, including
area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
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As of March 31, 1997, 7,032,000 shares of the registrant's
common stock were outstanding, all of which were owned by the
registrant's parent company.
NOTE: This Form 10-Q is filed by the registrant only as a
consequence of the sale by the registrant of a market
value adjusted annuity product.
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TABLE OF CONTENTS
Page
Part I FINANCIAL INFORMATION
Item Financial Statements
1
Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial 8
Statements
Item Management's Discussion and Analysis of 11
2 Financial Condition and Results of
Operations
Part II OTHER INFORMATION
Item Legal Proceeding 15
1
Item Exhibits and Reports on Form 8-K 15
6
Signatures 16
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<CAPTION>
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands)
(Unaudited)
Three Months Ended
March 31,
1997 1996
<S> <C> <C>
REVENUES:
Annuity contract charges and premiums $ 28,196 $ 22,773
Life, accident, and health premiums 233,381 271,668
earned
Net investment income 218,016 205,542
Net realized (losses) gains on (4,943) 1,733
investments
474,650 501,716
BENEFITS AND EXPENSES:
Life and other policy benefits 123,821 128,477
Increase in reserves 15,829 36,749
Interest paid or credited to
contractholders 138,865 148,436
Provision for policyholders' share of
earnings on participating business 857 1,689
Dividends to policyholders 19,460 10,128
298,832 325,479
Commissions 25,577 27,938
Operating expenses 95,614 81,536
Premium taxes 3,791 3,991
423,814 438,944
INCOME BEFORE INCOME TAXES 50,836 62,772
PROVISION FOR INCOME TAXES:
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Current 13,369 14,594
Deferred 5,618 (622)
18,987 13,972
NET INCOME $ 31,849 $ 48,800
</TABLE>
See notes to consolidated financial statements.
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<CAPTION>
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<S> <C> <C>
March 31, December
31,
ASSETS 1997 1996
INVESTMENTS:
Fixed Maturities:
Held-to-maturity, at amortized cost
(fair vlaue $2,045,982 and
$2,041,064) $ 2,039,956 $ 1,992,681
Available-for-sale, at fair value
(amortized cost $6,075,596 and
$6,151,519) 6,041,357 6,206,478
Mortgage loans on real estate, net 1,424,901 1,487,575
Common stock 45,840 19,715
Real estate, net 74,391 67,967
Policy loans 2,515,880 2,523,477
Short-term investments, available-for-
sale(cost approximates fair value) 341,386 419,008
Total Investments 12,483,711 12,716,901
Cash 108,564 125,182
Reinsurance receivable 204,851 196,958
Deferred policy acquisition costs 286,762 282,780
Investment income due and accrued 174,799 198,441
Other assets 161,978 57,244
Premiums in course of collection 69,478 74,693
Deferred income taxes 226,784 214,404
Separate account assets 5,853,547 5,484,631
TOTAL ASSETS $ 19,570,474 $19,351,234
See notes to consolidated financial statements. (Continued)
</TABLE>
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<TABLE>
<CAPTION>
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<S> <C> <C>
March 31, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 1997 1996
POLICY BENEFIT LIABILITIES:
Policy reserves $ 10,909,215 $ 11,022,595
Policy and contract claims 384,135 372,327
Policyholders' funds 170,115 153,867
Experience refunds 65,092 87,399
Provision for policyholders'
dividends 60,093 51,279
GENERAL LIABILITIES:
Due to Parent Corporation 126,154 151,431
Repurchase agreements 285,134 286,736
Commercial paper 89,319 84,682
Other liabilities 459,914 488,818
Undistributed earnings on
participating business 133,470 133,255
Separate account liabilities 5,853,547 5,484,631
Total Liabilities 18,536,188 18,317,020
STOCKHOLDER'S EQUITY:
Preferred stock, $1 par value,
50,000,000 shares authorized:
Series A, cumulative, 1500 shares
authorized, liquidation value
of $100,000 per share, 600 60,000 60,000
shares issued and outstanding
Series B, cumulative, 1500 shares
authorized,liquidation value of
$100,000 per share, 200 shares
issued and outstanding 20,000 20,000
Series C, cumulative, 1500 shares
authorized, none outstanding
Series D, cumulative, 1500 shares
authorized, none outstanding
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Series E, non-cumulative,
2,000,000 shares authorized,
liquidation value of $20.90 per
share, issued, and outstanding 41,800 41,800
Common stock, $1 par value;
50,000,000 shares authorized;
7,032,000 shares issued and
outstanding 7,032 7,032
Additional paid-in capital 679,748 664,265
Net unrealized gains on securities
available-for-sale, net (14,761) 14,951
Retained earnings 240,467 226,166
Total Stockholder's Equity 1,034,286 1,034,214
TOTAL LIABILITIES AND STOCKHOLDER'S $ 19,570,474 $ 19,351,234
EQUITY
</TABLE>
See notes to consolidated financial statements.
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<TABLE>
<CAPTION>
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Three Months Ended
March 31,
<S> <C> <C>
1997 1996
OPERATING ACTIVITIES:
Net income $ 31,849 $ 48,800
Adjustments to reconcile net income to
net cash provided by operating
activities:
Gain allocated to participating
policyholders 4,466 1,689
Amortization of investments 2,165 6,452
Realized losses (gains) on disposal
of investments and write-downs of
mortgage loans and real estate 4,943 (1,732)
Amortization 8,627 9,219
Deferred income taxes 5,869 (724)
Changes in assets and liabilities:
Policy benefit liabilities 156,118 172,039
Reinsurance receivable (7,893) (1,045)
Accrued interest and other
receivables 28,857 (12,186)
Other, net (129,792) 11,775
Net cash provided by
operating activities 105,209 234,287
INVESTING ACTIVITIES:
Proceeds from sales, maturities, and
redemptions of investments:
Fixed maturities
Held-to-maturity
Maturities and redemptions 82,772 129,720
Available-for-sale
Sales 649,743 995,472
Maturities and redemptions 209,557 180,989
Mortgage loans 50,485 75,502
Real estate 3,898 187
Common stock 842 1,714
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Purchases of investments:
Fixed maturities
Held-to-maturity (129,067) (59,259)
Available-for-sale (712,737) (1,301,551)
Real estate (1,486) (755)
Common stock (26,961)
Net cash provided by
investing activities 127,046 22,019
(Continued)
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<CAPTION>
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Three Months Ended
March 31,
<S> <C> <C>
1997 1996
FINANCING ACTIVITIES:
Contract withdrawals, net of deposits $ (224,566) $ (217,667)
Due to Parent Corporation (25,277) (16,214)
Dividends paid (17,548) (13,557)
Net commercial paper borrowings 4,637 (9,098)
(repayments)
Net repurchase agreements repayments (1,602) (6,530)
Capital contributions 15,483
Net cash used in financing
activities (248,873) (263,066)
NET DECREASE IN CASH (16,618) (6,760)
CASH, BEGINNING OF YEAR 125,182 90,939
CASH, END OF PERIOD $ 108,564 $ 84,179
</TABLE>
See notes to consolidated financial statements. (Concluded)
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands, except Share Amounts)
(Unaudited)
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1. GENERAL
The consolidated financial statements and related notes
of Great-West Life & Annuity Insurance Company (the
Company) have been prepared in accordance with generally
accepted accounting principles applicable to interim
financial reporting and do not include all of the
information and footnotes required for complete financial
statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included. These financial statements should be read in
conjunction with the audited consolidated financial
statements and notes thereto for the year ended December
31, 1996. The results of operations for the quarter
ended are not necessarily indicative of the results that
may be expected for the year ended December 31, 1997.
2. TRANSFER OF EMPLOYEES
Effective January 1, 1997, all employees of the U.S.
Operations of the Company's Parent, The Great-West Life
Assurance Company, were transferred to the Company. All
related employee benefit plan assets and liabilities were
also transferred from the Parent Corporation to the
Company. The transfer did not have a material effect on
the Company's operating expenses as the costs associated
with the employees and benefit plans were charged
previously to the Company under the administrative
service agreements between the Company and its Parent.
3. EMPLOYEE BENEFIT PLANS
The Company's defined benefit pension plan (pension plan)
covers substantially all of its employees. The benefits are
based on years of service, age at retirement, and the
compensation during the last seven years of employment. The
Company's funding policy is to contribute annually the maximum
amount that can be deducted for federal income tax purposes.
Contributions are intended to provide not only for benefits
attributed to service to date but also for those expected to
be earned in the future. Investments of the pension plan are
managed by the Company and invested primarily in investment
contracts and separate accounts.
The Company's Parent had previously accounted for the pension
plan under the Canadian Institute of Chartered Accountants
(CICA) guidelines and had recorded a prepaid pension asset of
$19,091. As generally accepted accounting principles do not
materially differ from CICA guidelines and the transfer is
between related parties, the prepaid pension asset was
transferred at cost. As a result, the Company recorded the
following effective January 1, 1997:
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<S> <C> <S> <C>
Prepaid pension cost $19,091 Undistributed earnings $ 3,608
on participating busi-
ness
Stockholder's Equity 15,483
$19,091 $19,091
</TABLE>
The Company adopted Statement of Financial Accounting
Standards (SFAS) No. 87, "Employers Accounting for Pensions"
effective January 1, 1997 immediately following the transfer.
The following table sets forth the pension plan's funded
status and amounts recognized in the Company's statement of
financial position at January 1, 1997 in accordance with SFAS
No. 87:
<TABLE>
<S> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including
vested benefits of $74,386 $ (77,500)
Projected benefit obligation for service
rendered to date (95,175)
Plan assets at fair value 139,690
Plan assets in excess of projected benefit
obligation 44,515
Unrecognized net obligation at January 1, 1997
being recognized over 15 years
(25,422)
Prepaid pension cost included in other assets $ 19,091
</TABLE>
The weighted-average discount rate and rate of increase in
future compensation levels used in determining the actuarial
present value of the projected benefit obligation were 7.5%
and 5.0%, respectively.
The Company also sponsors a post-retirement medical plan (medical
plan) which provides health benefits to employees who have
worked for 15 years and attained age 65 while in service with
the Company. The medical plan is contributory and contains
other cost sharing features which may be adjusted annually for
the expected general inflation rate. The Company's policy
will be to fund the cost of the medical plan benefits in
amounts determined at the discretion of management. The Plan
as of January 1, 1997 was not funded. The Parent Company was
not required under CICA guidelines to record any liability
related to the Plan.
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Effective January 1, 1997 on the date of transfer, the Company
has adopted SFAS No. 106, "Post-retirement Benefits Other Than
Pensions." The Company has elected to delay recognition of
the unfunded accumulated post-retirement benefit obligation
and has set up a transition obligation to amortize over 20
years.
The following table sets forth the medical plan status of
December 31, 1996:
<TABLE>
<S> <C>
Accumulated post-retirement benefit obligation:
Retirees $ (4,939)
Fully eligible active plan participants (1,751)
Other active plan participants (9,470)
(16,160)
Unrecognized net transition obligation at January 1,
1997 being recognized over 20 years
16,160
Accrued post-retirement benefit cost $ 0
</TABLE>
For measurement purposes, a 7.5% annual rate of increase in the
per capita cost of covered health care benefits was assumed.
The health care cost trend rate assumption has a significant
effect on the amounts reported. To illustrate, increasing the
assumed health care cost trend rates by 1% point in each year
would increase the accumulated post-retirement benefit
obligation as of January 1, 1997 by $2,977.
The weighted average discount rate used in determining the
accumulated post-retirement benefit obligation was 7.5%.
4. OTHER
The Company is involved in various legal proceedings which
arise in the ordinary course of its business. In the opinion
of management, after consultation with counsel, the resolution
of these proceedings should not have a material adverse effect
on its financial position or results of operations.
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<CAPTION>
ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three Months Ended March
31,
<S> <C> <C>
Operating Summary (Millions) 1997 1996
Premiums and other income $ 262 $ 294
Net investment income 218 206
Realized investment gains
(losses) (5) 2
Total Revenues 475 502
Total benefits and expenses 424 439
Income tax expense 19 14
Net income $ $32 49
March 31, December 31,
Balance Sheet (Millions) 1997 1996
Investment assets $ 12,484 $ 12,717
Separate account assets 5,854 5,485
Total assets 19,570 19,351
Total policyholder liabilities 11,589 11,687
Total shareholder's equity 1,034 1,034
</TABLE>
Comparison of Three Months Ended March 31, 1997 and 1996
Pursuant to a December 31, 1993 agreement between the Company
and The Great-West Life Assurance Company (the "Parent
Corporation") whereby the Company assumed responsibility for
the Parent Corporation's income tax liability for fiscal years
prior to 1994, the Company had previously recorded a
contingent liability provision. The Company's 1996 results of
operations include a release of $26 million from the provision
to reflect the resolution of 1988 and 1989 tax issues with the
Internal Revenue Service. Excluding this amount from 1996
earnings would have resulted in net income increasing 39% from
1996 to 1997. The growth in income from recurring operations
is attributable to several factors: higher fee income from
assets under management, higher margins on investment
products, and better mortality and morbidity. Also during the
first quarter of 1996, the Company strengthened reserves in
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the individual annuity product line which negatively impacted
net income.
Premiums and other income decreased 11% from $294 million in
1996 to $262 million in 1997. The release of the contingent
liability discussed above was included in the premium and
other income line in 1996. Excluding this income, the
decrease would have only been 2% which reflects a 4% reduction
in group life and health premiums due to high termination
rates associated with price sensitivity and competition among
managed care companies (see further discussion under "Employee
Benefits").
Net investment income increased from $206 million in 1996 to
$218 million in 1996. This growth in net investment income is
a direct result of the growth in investment assets which was
partially offset by a lower effective yield on investments.
The actual earned rate for the first quarter of 1997 was 7.13%
versus 7.27% for the first quarter of 1996.
Realized investment gains (losses) changed from a net realized
capital gain of $2 million in 1996 to a net realized capital
loss of $5 million in 1997. The increase in interest rates in
the first quarter of 1997 resulted in realized losses totaling
$3 million on the sale of fixed maturities, while lower
interest rates in the first quarter of 1996 contributed to $4
million of fixed maturity gains. Provisions for asset losses
were $2 million in 1997 versus $3 million in 1996.
Total benefits and expenses decreased 3% in 1997 due to the
reduction in group health claims which is consistent with the
premium decrease discussed previously.
The effective income tax rate was reduced in 1996 by the
release of the contingent liability discussed above which was
not taxable.
Investment assets decreased from December 31, 1996 to March
31, 1997 by $233 million. At the same time separate account
assets increased $369 million. This reflects the continued
trend of contractholders moving to variable products and away
from the more traditional guaranteed products.
Business Units Results from Operations
The following discussion of results from operations is
presented in terms of the major business units of the company:
Employee Benefits
Total revenue premium (including premium equivalents) for
group life and health decreased 4% from 1996 levels. Sales in
the Company's life and health business have slowed as a result
of heightened price sensitivity and competition from managed
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care companies, however, new case sales in 1997 totaled 378
compared to 241 in 1996 and termination rates have decreased.
The Company has continued to emphasize the development of its
health maintenance organization (HMO) subsidiaries during the
first three months of 1997 and capitalized two additional HMOs
in Washington and North Carolina. These HMOs are in the
process of obtaining licensure in their respective states.
Of the total 401(k) cash flow received during the first
quarter of 1997, 95% was allocated to variable funds. Total
assets under administration (including third-party
administration) grew from $3.9 billion at December 31, 1996 to
$4.0 billion at March 31, 1997. The number of participants
contributing increased from 350,000 at December 31 1996 to
more than 390,000 at March 31, 1997.
Financial Services
Savings
Assets under administration in the public non-profit (P/NP)
business, including separate accounts and third-party
administration increased 3% during the first quarter of 1997
to $12.0 billion. New contributions to variable business
represented 79% of the total deposits received in 1997
compared to 54% for the first three months of 1996. The
increase was due primarily to one large rollover case.
Individual fixed and variable deferred annuities sold through
a marketing agreement with Charles Schwab & Co. totaled $56
million during the first quarter of 1997. This product was
first introduced to the market in the fourth quarter of 1996.
Insurance
Individual life insurance premiums and deposits of $87 million
in the first quarter of 1997 decreased 15% from 1996.
Premiums are down due to legislation put in place in 1996
which phases out the tax deductibility of interest on policy
loans on Corporate-Owned Life Insurance (COLI) products during
1997 and 1998. Sales were discontinued in 1996 but renewal
premiums and deposits continue and the Company is working
closely with existing COLI customers to determine the options
available to them. The Company does not expect the effect of
these legislative changes to be material to the Company's
operations.
The Company began focusing on sales of its Bank-Owned Life
Insurance (BOLI) product during the second quarter of 1996
which was not affected by the change in legislation discussed
above. Deposits from BOLI business through March 31, 1997
were $24 million.
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General Account Investments
The Company's investment strategies and portfolios are
intended to match the duration of the related liabilities and
provide sufficient cash flow to meet obligations while
maintaining a competitive rate of return. The duration of
these investments is monitored, and investment purchases and
sales are executed with the objective of having adequate funds
available to satisfy the Company's maturing liabilities.
It is management's philosophy that the portfolio of fixed
maturities be of high quality. The fixed maturities in the
Company's portfolio are generally rated by external rating
agencies, and if not externally rated, are rated by the
Company on a basis believed to be similar to that used by
rating agencies.
The distribution of the fixed maturity portfolio by credit
rating is summarized as follows:
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<S> <C> <C>
March 31, December 31,
1997 1996
AAA 45.6% 45.9%
AA 8.1% 8.1%
A 24.1% 23.7%
BBB 20.8% 20.9%
BB and Below (non-investment 1.4% 1.4%
grade)
100.0% 100.0%
</TABLE>
During the first three months of 1997, net unrealized gains
(losses) on fixed maturities included in stockholders' equity,
which is net of policyholder-related amounts and deferred
income taxes, decreased surplus by $30 million compared with a
decrease of $57 million for the same period last year due to
rising interest rates during both quarters.
Liquidity and Capital Resources
Liquidity for the Company has remained strong as evidenced by
significant amounts of short-term investments and cash in the
aggregate. Generally, the Company has met its operating
requirements by maintaining appropriate levels of liquidity in
its investment portfolio and through utilization of overall
positive cash flows.
The Company's capital resources represent funds available for
long-term business commitments and primarily consist of
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retained earnings and proceeds from the issuance of commercial
paper. Capital resources provide protection for policyholders
and the financial strength to support the underwriting of
insurance risks, and allow for continued business growth. The
amount of capital resources that may be needed is determined
by the Company's senior management and Board of Directors, as
well as by regulatory requirements. The allocation of
resources to new long-term business commitments is designed to
achieve an attractive return, tempered by considerations of
risk and the need to support the Company's existing business.
The Company financial strength provides the capacity and
flexibility to enable it to raise funds in the capital markets
through the issuance of commercial paper. The Company
continues to be well capitalized, with sufficient borrowing
capacity to meet the anticipated needs of its business. The
Company continues to conduct strategic and financial reviews
of its businesses to deploy its capital resources most
efficiently.
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Part II OTHER INFORMATION
Item 1 Legal Proceedings
There are no material pending legal proceedings to
which the Company or any of its subsidiaries is a party
or of which any of their property is the subject.
Item 6 Exhibits and Reports on Form 8-K
(a) Index to Exhibits
Exhibit Number Title Page
27 Financial Data Schedule 17
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during
the first quarter of 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
GREAT-WEST LIFE & ANNUITY INSURANCE
COMPANY
DATE: May 9, 1997 BY: /s/ G.R. Derback
Glen R. Derback
Vice President and Controller
(Duly authorized officer and
chief accounting officer)
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<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<DEBT-HELD-FOR-SALE> 6,041,357
<DEBT-CARRYING-VALUE> 2,039,956
<DEBT-MARKET-VALUE> 2,045,982
<EQUITIES> 45,840
<MORTGAGE> 1,424,901
<REAL-ESTATE> 12,483,711
<TOTAL-INVEST> 108,564
<CASH> 204,851
<RECOVER-REINSURE> 286,762
<DEFERRED-ACQUISITION> 19,570,474
<TOTAL-ASSETS> 0
<POLICY-LOSSES> 11,293,350
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 428,770
<NOTES-PAYABLE> 89,319
0
121,800
<COMMON> 7,032
<OTHER-SE> 905,454
<TOTAL-LIABILITY-AND-EQUITY> 19,570,474
261,577
<INVESTMENT-INCOME> 218,016
<INVESTMENT-GAINS> (4,943)
<OTHER-INCOME> 0
<BENEFITS> 298,832
<UNDERWRITING-AMORTIZATION> 7,794
<UNDERWRITING-OTHER> 416,020
<INCOME-PRETAX> 50,836
<INCOME-TAX> 18,987
<INCOME-CONTINUING> 31,849
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,849
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>