<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
---------------------
Securities and Exchange Commission File No. 812-06037
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-2265014
(I.R.S. Employer Identification No.)
116 Huntington Avenue
Boston, Massachusetts 02116
(Address of principal executive offices)
(617) 266-6008
(Registrant's telephone number, including area code)
---------------------
Indicated by check market whether the registrant (1) has filed 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.
X Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the issuer's sole class of common stock, as
of May 1, 1998 was 2,600.
<PAGE> 2
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
Quarterly Report on Form 10-Q
For the period ended March 31, 1998
Table of Contents
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
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<S> <C>
Part I Financial Information
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of March 31, 1998 and December 31, 1997 3
Consolidated Statements of Income for the three months ended March 31, 1998 and 1997 4
Consolidated Statement of Changes in Capital and Surplus 5
Statements of Cash Flows for the three months ended March 31, 1998 and 1997 6
Notes to Consolidated Financial Statements 7
Item 2. Management Discussion and Analysis of Results of Operations and Financial Condition 8
Part II Other Information
Item 1 Legal Proceedings 10
Item 2 Change in Securities 10
Item 3 Default upon Senior Securities 10
Item 4 Submission of matters to a vote of Security Holders 10
Item 5 Other Information 10
Item 6A Exhibits 10
Item 6B 13
</TABLE>
2
<PAGE> 3
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF
MANULIFE-WOOD LOGAN HOLDING CO., INC.)
The Manufacturers Life Insurance Company of North America
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
As at As at
March 31 December 31
1998 1997
-------------------------------------
<S> <C> <C>
Assets
Investments:
Fixed maturities available-for-sale, at fair value $ 148,333,174 $ 143,307,365
Short-term investments 36,004,479 14,991,793
Policy loans 4,179,785 3,275,654
-------------------------------------
188,517,438 161,574,812
Cash and cash equivalents 6,489,601 7,338,690
Accrued investment income 2,996,108 2,640,707
Deferred policy acquisition costs 392,487,763 364,983,732
Receivable from affiliates 4,605,036
Other assets 18,303,862 9,625,844
Due from reinsurers 562,870,607 553,833,869
Separate account assets 10,830,331,012 9,529,160,219
-------------------------------------
Total assets $12,001,996,391 $10,633,762,909
=====================================
Liabilities and shareholder's equity Liabilities:
Policyholder funds $ 91,766,466 $ 92,750,188
Payable to affiliates 2,814,984
Amounts on deposit from reinsurer 3,000,000 3,000,000
Amount payable to reinsurers 577,844,047 571,881,943
Notes payable to affiliates 208,972,232 183,955,075
Deferred tax liability 17,988,547 16,428,278
Other liabilities 44,585,280 27,861,648
Separate account liabilities 10,830,331,012 9,529,160,219
-------------------------------------
Total liabilities 11,777,302,568 10,425,037,351
Shareholder's equity:
Common stock (par value $1,000 per share--
authorized, 3,000 shares; issued
and outstanding, 2,600 shares) 2,600,000 2,600,000
Additional paid-in capital 179,052,696 179,052,696
Unrealized appreciation on securities
available-for-sale 1,308,835 1,199,890
Retained earnings 41,732,292 25,872,972
-------------------------------------
Total shareholder's equity 224,693,823 208,725,558
-------------------------------------
Total liabilities and shareholder's equity $12,001,996,391 $10,633,762,909
=====================================
</TABLE>
See accompanying notes.
3
<PAGE> 4
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF
MANULIFE-WOOD LOGAN HOLDING CO., INC.)
Consolidated Statements of Income (Unaudited)
For the three months ended March 31
<TABLE>
<CAPTION>
1998 1997
---------------------------
<S> <C> <C>
Revenues:
Fees from separate accounts and policyholder funds $38,327,264 $27,171,568
Advisory fees and other distribution revenues 20,965,200 14,406,074
Net investment income 2,898,516 1,819,644
Net realized investment gains 77,064 137,300
---------------------------
62,268,044 43,534,586
Benefits and expenses:
Benefits to policyholders 1,406,122 1,094,264
Amortization of deferred policy acquisition costs 3,712,160 15,099,476
Other insurance expenses 27,699,724 22,545,306
Financing costs 5,051,085 3,147,047
---------------------------
37,869,091 41,886,093
---------------------------
Income from continuing operations before provision
for income tax (benefit) 24,398,953 1,648,493
Provision for income tax (benefit):
Current 7,038,025 76,142
Deferred 1,501,608 500,831
---------------------------
8,539,633 576,973
---------------------------
Income from continuing operations 15,859,320 1,071,520
Discontinued operations
Loss from operations, net of tax 123,559
---------------------------
Net income $15,859,320 $ 947,961
===========================
</TABLE>
See accompanying notes.
4
<PAGE> 5
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF
MANULIFE-WOOD LOGAN HOLDING CO., INC.)
Consolidated Statement of Changes in Shareholder's Equity (Unaudited)
<TABLE>
<CAPTION>
Unrealized
Appreciation on Total
Additional Paid- Securities Shareholder's
Common Stock in Capital Available-for-Sale Retained Earnings Equity
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
For the three months ended March 31
Balance at January 1, 1998 $ 2,600,000 $179,052,696 $1,199,890 $25,872,972 $208,725,558
Capital Contribution
Net Income 15,859,320 15,859,320
Change in unrealized appreciation on
securities available-for-sale,
net of tax and DPAC adjustments 108,945 108,945
------------------------------------------------------------------------------------------
Balance at March 31, 1998 $ 2,600,000 $179,052,696 $1,308,835 $41,732,292 224,693,823
==========================================================================================
</TABLE>
See accompanying notes.
5
<PAGE> 6
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF
MANULIFE-WOOD LOGAN HOLDING CO., INC.)
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
For the three months ended March 31
1998 1997
------------ ------------
<S> <C> <C>
Operating activities
Net income $ 15,859,320 $ 947,961
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Amortization of bond discount and premium 128,124 79,377
Benefits to policyholders 1,406,122 1,094,264
Provision for deferred income tax (benefit) 1,501,608 486,698
Net realized investment gains (76,754) (136,911)
Amortization of deferred policy acquisition costs 3,712,160 15,099,476
Amortization of deferred policy acquisition costs
included in discontinued operations 425,000
Policy acquisition costs deferred (31,209,883) (23,724,617)
Changes in assets and liabilities:
Accrued investment income (355,401) 70,844
Other assets (8,678,018) 940,034
Receivable from affiliates 4,605,036 (1,174,015)
Payable to affiliates 2,814,984 1,177,444
Other liabilities 16,723,632 7,858,078
------------ ------------
Neash (used in) provided by operating activities 6,430,930 3,143,633
Investing activities
Purchase of fixed maturities (16,242,506) (3,027,578)
Proceeds from fixed maturities sold, matured or repaid 11,322,133 10,031,143
Proceeds from sales of foreclosed real estate 2,268,120
Net change in short-term investments (21,008,194) (12,566,515)
Net change in policy loans (904,131) (225,163)
------------ ------------
Net cash (used in) provided by investing activities (26,832,698) (3,519,993)
Financing activities
Net reinsurance (consideration) proceeds (3,074,634) (6,036,777)
Receipts credited to policyholder funds 1,093,174 5,621,545
Return of policyholder funds (3,483,018) (5,139,728)
Increase in notes payable to affiliates 25,017,157 392,719
------------ ------------
Net cash provided by (used in) financing activities 19,552,679 (5,162,241)
------------ ------------
Net (decrease) increase in cash and cash equivalents (849,089) (5,538,601)
Cash and cash equivalents at beginning of year 7,338,690 12,073,302
------------ ------------
Cash and cash equivalents at March 31 $ 6,489,601 $ 6,534,701
============ ============
</TABLE>
See accompanying notes
6
<PAGE> 7
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
NOTES TO THE FINANCIAL STATEMENTS
UNAUDITED
1. ORGANIZATION
The Manufacturers Life Insurance Company of North America ("MNA" or the
"Company") is a direct wholly-owned U.S. subsidiary of Manulife-Wood Logan
Holding Co., Inc. (MWL), which in turn is owned 62.5% by The Manufacturers
Life Insurance Company (U.S.A.) (ManUSA), 22.5% by MRL Holding, LLC (MRL)
and 15% by minority interests (which includes certain employees and former
owners of Wood Logan Associates). ManUSA and MRL are indirectly
wholly-owned subsidiary of The Manufacturers Life Insurance Company
("Manulife Financial"), a Canadian mutual insurance company. The Company
markets variable and fixed annuities in the United States and traditional
life insurance products in New York State.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of The
Manufacturers Life Insurance Company of North America and its wholly-owned
subsidiaries have been prepared in accordance with generally accepted
accounting principles ("GAAP"), except that they do not contain complete
notes. However, in the opinion of management, these statements include all
normal recurring adjustments necessary for a fair presentation of the
results. These financial statements should be read in conjunction with the
financial statements and the related notes included in the Company's annual
report on Form 10-K for the year ended December 31, 1997. Operating results
for the three months ended March 31, 1998 are not necessarily indicative of
the results that may be expected for the full year ending December 31,
1998.
7
<PAGE> 8
Item 2. Management's Discussion And Analysis of Results of Operations And
Financial Condition
OVERVIEW
The following analysis of the consolidated results of operations and financial
condition of the Manufacturers Life Insurance Company of North America,
(hereafter referred to as "MNA" or the "Company") should be read in conjunction
with the Consolidated Financial Statements and the related Notes to Consolidated
Financial Statements.
CORPORATE STRUCTURE
The Company is a direct wholly-owned U.S. subsidiary of Manulife-Wood Logan
Holding Co., Inc. (MWL), which in turn is owned 62.5% by The Manufacturers Life
Insurance Company (U.S.A.) (ManUSA), 22.5% by MRL Holding, LLC (MRL) and 15% by
minority interests (which includes certain employees and former owners of Wood
Logan Associates). ManUSA and MRL are indirectly wholly-owned subsidiary of The
Manufacturers Life Insurance Company ("Manulife Financial"), a Canadian mutual
insurance company. Manulife Financial, with consolidated assets under management
at December 31, 1997 of $79.7 billion ($Can), actively operates in thirteen
countries worldwide. Manulife Financial has been doing business in the United
States since 1903.
REVIEW OF CONSOLIDATED OPERATING RESULTS AND CONSOLIDATED FINANCIAL CONDITION
The discussion that follows focuses on the results for the three months ended
March 31, 1998 compared to the results for the three months ended March 31,
1997.
DEPOSITS
During the first quarter of 1998, strong growth in variable annuity sales
continued. The Company sales increased by $151 million from $401 million in 1997
to $552 million in 1998. The Company's increasing sales for 1998 are the effect
of the Efficient Frontier Investment model and the addition of competitively
performing funds.
FEE INCOME
Total fees, including advisory fees, generated by Separate Accounts and
policyholder funds increased by $17.7 million or 43% for 1998 versus 1997.
Continued strong investment performance and a growing block of inforce business
has resulted in higher Separate Account values and, therefore, higher fee
income, which is earned as a percentage of the net value of invested assets in
the Separate Account portfolio.
NET INVESTMENT INCOME
Net investment income grew by $1.1 million or 61% during 1998. This growth is
primarily due to the $47.7 million capital infusion received to support expanded
operations in New York State and the $9.4 million of proceeds related to the
disposal of the Company's mutual fund segment in the fourth quarter of 1997.
REALIZED CAPITAL GAINS
Realized gains in the first quarter of 1998 were $77,064 compared to realized
gains of $137,300 in the same period of 1997. The Company does not actively
trade assets for capital gains.
POLICYHOLDER BENEFITS
Policyholder benefits were $1.4 million in the first quarter of 1998, compared
to $1.1 million in the first quarter of 1997. This increase is primarily due to
higher fixed account values. The Company's policyholder funds were $91.8 million
and $84.2 million at March 31, 1998 and March 31, 1997, respectively.
8
<PAGE> 9
EXPENSES, DEFERRED POLICY ACQUISITION COSTS (DPAC) AMORTIZATION AND FINANCING
COSTS
Operating costs and expenses, including commissions, were $58.9 million for the
first quarter of 1998 compared to $46.2 million for the first quarter of 1997
before deferral of acquisition expenses ($27.7 million and $22.5 million
respectively net of deferred acquisition expenses). The increase in expenses in
the first quarter of 1998 is primarily attributable to higher subadvisory
expenses generated from higher asset levels in the Company's series trust,
Manufacturers Investment Trust, an increase in non-capitalized acquisition
expenses (related to higher sales volumes), other costs associated with growth
in the Company's business, and additional operating expenses associated with
expanding the Company's operations in New York. As a result of FASB 97, the
Company's DPAC amortization expense decreased by $11.3 million or 75% during
1998. The decrease in amortization is primarily caused by positive investment
returns in 1998 as compared to slightly negative returns in 1997. The Company
incurred higher financing costs during the period as a result of an increase in
outstanding notes payable related to additional borrowings ($25 million in June
1997 and $25 million in February 1998) for commission financing associated with
the sales growth of the Company.
NET INCOME
The income from continuing operations in the first quarter of 1998 was
$15.9 million, compared to income of $1.1 million in the same period of 1997. As
noted previously the higher fee income and lower DPAC amortization expense in
the first quarter of 1998, partly offset by higher benefits, operating costs and
financing costs, led to the improved 1998 results.
ASSETS
Separate account assets were $10.8 billion at the end of the first quarter of
1998, compared to $9.5 billion at the end of 1997. This growth reflects net cash
transfers to the Separate Accounts of $0.3 billion, $1.0 billion of gains due to
strong investment performance of the underlying investment funds, and growth in
the overall variable annuity business.
General account assets were $1.2 billion at the end of the first quarter of
1998, compared to $1.1 billion at the end of 1997.
DAC increased from $365.0 million at the end of 1997 to $392.5 million as at the
end of the first quarter of 1998. This increase is primarily due to deferrable
acquisition costs associated with the increased sales volume and the decrease in
the amortization of DPAC in the first quarter of 1998.
LIABILITIES
The Company's liabilities increased $1.3 billion and moved with changes in the
asset levels. The Company received an additional $25 million of borrowing to
provide commission financing as the Company continued to increase its sales
volumes over 1997 levels.
9
<PAGE> 10
PART II--OTHER INFORMATION
Item 1 - Legal Proceedings
No reportable events
Item 2 - Changes In Securities
(a) and (b) No reportable events
(c)
The Company currently sells Venture Group Annuity, a flexible premium payment
deferred variable unallocated group annuity, to retirement plans that qualify
for special tax treatment under Section 401(a) of the Internal Revenue Code.
Sales of these securities are not required to be registered under the Securities
Act of 1933 (Section 3(a)(2) of this Act). Manufacturers Securities Services,
LLC, a majority owned subsidiary of the Company is the principal underwriter of
the contracts and Wood Logan Associates, Inc., an affiliate of the Company, is
the promotional agent. There are no maximum or minimum purchase payments
required to establish a contract. The value of a contract will vary according to
the investment performance, charges and expenses of the subaccounts in which the
contract is invested. As of March 31, 1998, the total variable assets in the
Venture Group Annuity was $102,817,063.
Items 3 - Defaults Upon Senior Securities
No reportable events
Item 4 - Submission Of Matters To A Vote Of Security Holders
No reportable events
Item 5 - Other Information
No reportable events
Item 6A - Exhibits
(3) Exhibits (the Registrant is also referred to as the "Company")
- --------------------------------------------------------------------------------
Exhibit No. Description
- --------------------------------------------------------------------------------
1(a) Underwriting Agreement between the Company and Manufacturers
Securities Services, LLC, formerly NASL Financial Services, Inc.
(Underwriter)(1)
1(b)i Promotional Agent Agreement between Manufacturers Securities
Services, LLC, formerly NASL Financial Services, Inc.
(Underwriter), the Company and Wood Logan Associates, Inc.
(Promotional Agent)(2)
1(b)ii Amendment to Promotional Agent Agreement(1)
2 Not Applicable
3(i)(a) Certificate of Incorporation of the Company(3)
3(i)(b) Certificate of Amendment of Certificate of Incorporation of the
Company, Name Change, July 1984(3)
10
<PAGE> 11
3(i)(c) Certificate of Amendment of Certificate of Incorporation of the
Company, Authorization of Capital, December 1994(3)
3(i)(d) Certificate of Amendment of Certificate of Incorporation of the
Company, Name Change, March 1997(4)
3(i)(e) Certificate of Amendment of Certificate of Incorporation of the
Company, Registered Agent, July 1997(3)
3(ii) Amended and Restated By-Laws of the Company(3)
4(i) Form of Individual Single Payment Deferred Fixed Annuity
Non-Participating Contract -(10)
4(ii) Form of Group Single Payment Deferred Fixed Annuity
Non-Participating Contract -(10)
4(iii) Individual Retirement Annuity Endorsement -(10)
4(iv) ERISA Tax-Sheltered Annuity Endorsement -(10)
4(v) Tax-Sheltered Annuity Endorsement -(10)
4(vi) Section 401 Plans Endorsement -(10)
5 Opinion and Consent of James D. Gallagher, Esq. -(11)
6 Not Applicable
7 Not Applicable
8 Not Applicable
9 Not Applicable
10(i) - Form of broker-dealer agreement between the Company,
Manufacturers Securities Services, LLC, formerly NASL Financial
Services, Inc. (underwriter), Wood Logan Associates, Inc.
(Promotional Agent) and broker-dealers(5)
(10)(ii) - Reinsurance and Guaranteed Death Benefits Agreement between the
Company and Connecticut General Life Insurance Company(8)
(10)(iii) - Reinsurance Agreement between the Company and PaineWebber Life
Insurance Company(9)
(10)(iv) - Coinsurance Agreement between the Company and Peoples Security
Life Insurance Company -(12)
(10)(v) - Reinsurance and Accounts Receivable Agreements between the
Company and ITT Lyndon Life -(12)
(10)(vi) - Automatic Modified -Coinsurance Reinsurance Agreement between
the Company and Transamerica Occidental Life Insurance
Company -(12)
11
<PAGE> 12
(10)(vii) - Automatic Yearly Renewable Term Reinsurance Agreement between
the Company and Transamerica Occidental Life Insurance Company
-(12)
(10)(viii) - Amendment No. 1 to the Variable Annuity Guaranteed Death
Benefit Reinsurance Agreement between the Company and
Connecticut General Life Insurance Company -(12)
11 Not Applicable
12 Not Applicable
13 Not Applicable
14 Not Applicable
15 Not Applicable
16 Not Applicable
17 Not Applicable
18 Not Applicable
19 Not Applicable
20 Not Applicable
21 The Company has the following wholly owned subsidiaries:
Manufacturers Securities Services, LLC and The Manufacturers Life
Insurance Company of New York
22 Not Applicable
23(i) Not Applicable
23(ii) Not Applicable
24 (i) Power of Attorney - John D. Richardson, Director and Chairman of
the Company(2)
24(ii) Power of Attorney - David W. Libbey, Principal Financial Officer
of the Company(3)
24(iii) Power of Attorney - Peter Hutchison, Director of the Company(1)
25 Not Applicable
26 Not Applicable
27 Financial Data Schedule -(14)
28 Not Applicable
12
<PAGE> 13
(1) Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4, file number 33-76162, filed February 25, 1988 on
behalf of The Manufacturers Life Insurance Company of North America
Separate Account A.
(2) Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4, file number 33-76162, filed April 29, 1997 on behalf
of The Manufacturers Life Insurance Company of North America Separate
Account A.
(3) Incorporated by reference to Form 10Q, file number 812-06037, filed
November 14, 1997 on behalf of The Manufacturers Life Insurance Company of
North America.
(4) Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-1, file number 333-6011, filed October 9, 1997 on
behalf of The Manufacturers Life Insurance Company of North America.
(5) Incorporated by reference to Exhibit (b)(3)(iii) to pre-effective amendment
no. 1 to Form N-4, file number 33-9960, filed February 2, 1987 on behalf of
the NASL Variable Account of the Company, now known as The Manufacturers
Life Insurance Company of North America Separate Account A
(6) not applicable
(7) not applicable
(8) Incorporated by reference to Exhibit (b)(7)(i) to Registration Statement on
Form N-4, file number 33-76162, filed March 1, 1996
(9) Incorporated by reference to Exhibit (b)(7)(iii) to Registration Statement
on Form N-4, file number 33-76162, filed March 1, 1996
(10) Incorporated by reference to Exhibit 4 to Registration Statement on Form
S-1, file number 33-6011, filed June 14, 1996
(11) Incorporated by reference to Exhibit 5 to Pre-Effective Amendment No. 1 to
the Registration Statement on Form S-1, file number 33-6011, filed
January 29, 1997
(12) Incorporated by reference to Exhibits (10)(iv) through (10)(viii) to
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1,
file number 33-6011, filed January 29, 1997
(13) Incorporated by reference to Form 10K, file number 812-06037, filed
March 31, 1998 on behalf of The Manufacturers Life Insurance Company of
North America
(14) Filed herewith
ITEM 6B - REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA
(Registrant)
By: /s/ David W. Libbey
---------------------------------------------------------
David W. Libbey
Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
Date: May 14, 1997
14
<PAGE> 15
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial data schedule for quarter ended March 31, 1998
15
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<DEBT-HELD-FOR-SALE> 148,333
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 188,517
<CASH> 6,490
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 392,488
<TOTAL-ASSETS> 12,001,996
<POLICY-LOSSES> 91,766
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 10,830,331
<NOTES-PAYABLE> 208,972
0
0
<COMMON> 2,600
<OTHER-SE> 222,094
<TOTAL-LIABILITY-AND-EQUITY> 12,001,996
0
<INVESTMENT-INCOME> 2,899
<INVESTMENT-GAINS> 77
<OTHER-INCOME> 0
<BENEFITS> 1,406
<UNDERWRITING-AMORTIZATION> 3,712
<UNDERWRITING-OTHER> 27,700
<INCOME-PRETAX> 24,399
<INCOME-TAX> 8,540
<INCOME-CONTINUING> 15,859
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,859
<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>
