AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-Q, 1998-08-06
INSURANCE CARRIERS, NEC
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                UNITED STATES 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 June 30, 1998

             Commission file numbers: 33-62791, 33-62953, 33-88360,
                    33-89676, 33-89678, 33-91400, 333-00995,
                   333-02867, 333-24989, 333-25733, 333-25761,
                            333-26695 and 333-38119.

                   American Skandia Life Assurance Corporation

                    Incorporated in the State of Connecticut

                                   06-1241288
                      (Federal Employer Identification No.)

                               One Corporate Drive
                           Shelton, Connecticut 06484

                         Telephone Number (203) 926-1888




Indicate by check mark  whether the  registrant  (1) has filed all reports to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.
Yes   x   No __


As of August 5, 1998, there were 25,000 shares of outstanding  common stock, par
value $80 per share, of the  registrant,  consisting of 100 shares of voting and
24,900  shares of non-voting  common stock,  all of which were owned by American
Skandia Investment  Holding  Corporation,  a wholly-owned  subsidiary of Skandia
Insurance Company Ltd., a Swedish corporation.








<PAGE>






                   American Skandia Life Assurance Corporation

                                Table of Contents


                                                                           Page
PART I.  FINANCIAL INFORMATION:

    Item 1.  Financial Statements:

                  Consolidated Statements of Financial Condition -
                      June 30, 1998 (unaudited)
                      and December 31, 1997                                   3

                  Consolidated Statements of Operations (unaudited) -
                      Six months ended June 30, 1998
                      and June 30, 1997                                       4

                  Consolidated Statements of Operations (unaudited) -
                      Three months ended June 30, 1998
                      and June 30, 1997                                       5

                  Consolidated  Statements of Cash Flows  (unaudited) -
                      Six months ended June 30, 1998
                      and June 30, 1997                                       6

                  Notes to Unaudited Consolidated Financial Statements        7


    Item 2.

                  Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations - Six months ended
                      June 30, 1998                                          13


PART II.  OTHER INFORMATION:


    Item 4.  Action Taken by Shareholder                                     17

    Item 6.  Exhibits and Reports on Form 8-K                                17

                  Signature                                                  18

                  Exhibit Index                                              20






                                       (2)


<PAGE>









                  AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>

                                                                         JUNE 30,                   DECEMBER 31,
                                                                           1998                         1997
                                                                    -------------------         ---------------------
                                                                       (unaudited)
ASSETS
- ------
<S>                                                              <C>                        <C>
Investments:
   Fixed maturities - at amortized cost                           $         9,304,512         $           9,366,671
   Fixed maturities - at fair value                                       127,158,997                   108,323,668
   Investment in mutual funds - at fair value                               7,815,717                     6,710,851
   Policy loans                                                               564,871                       687,267
                                                                    -------------------         ---------------------

Total investments                                                         144,844,097                   125,088,457

Cash and cash equivalents                                                  84,261,811                    81,974,204
Accrued investment income                                                   2,716,384                     2,441,671
Fixed assets                                                                  371,703                       356,153
Deferred acquisition costs                                                718,098,460                   628,051,995
Reinsurance receivable                                                      2,201,743                     3,120,221
Receivable from affiliates                                                  1,701,761                     1,910,895
Income tax receivable - current                                                     -                     1,047,493
Income tax receivable - deferred                                           31,315,162                    26,174,369
State insurance licenses                                                    4,487,500                     4,562,500
Other assets                                                                3,041,389                     2,524,581
Separate account assets                                                15,116,451,311                12,095,163,569
                                                                    -------------------         ---------------------

                    Total Assets                                  $    16,109,491,321         $      12,972,416,108
                                                                    ===================         =====================

LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
LIABILITIES:
Reserve for future contractowner benefits                         $        38,739,923         $          43,204,443
Policy reserves                                                            23,685,548                    24,414,999
Income tax payable                                                          5,698,172                             -
Drafts outstanding                                                         23,946,635                    19,277,706
Accounts payable and accrued expenses                                     103,988,639                    71,190,019
Payable to affiliates                                                       4,565,964                       584,283
Future fees payable to parent                                             280,541,047                   233,033,818
Payable to reinsurer                                                       82,249,143                    78,126,227
Short-term borrowing                                                       10,000,000                    10,000,000
Surplus notes                                                             213,000,000                   213,000,000
Separate account liabilities                                           15,116,451,311                12,095,163,569
                                                                    -------------------         ---------------------

                  Total Liabilities                                    15,902,866,382                12,787,995,064
                                                                    -------------------         ---------------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                        2,000,000                     2,000,000
Additional paid-in capital                                                152,589,729                   151,527,229
Retained earnings                                                          50,272,988                    30,225,784
Accumulated other comprehensive income                                      1,762,222                       668,031
                                                                    -------------------         ---------------------

                   Total Shareholder's Equity                             206,624,939                   184,421,044
                                                                    -------------------         ---------------------

                   Total Liabilities and Shareholder's Equity     $    16,109,491,321         $      12,972,416,108
                                                                    ===================         =====================
</TABLE>

            See notes to unaudited consolidated financial statements.



                                       (3)
<PAGE>





                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                          SIX MONTHS                   SIX MONTHS
                                                                            ENDED                         ENDED
                                                                        JUNE 30, 1998                 JUNE 30, 1997
                                                                    ----------------------       -----------------------
REVENUES:
- --------
<S>                                                             <C>                           <C>  
Annuity charges and fees                                         $            85,083,022       $            51,831,675
Fee income                                                                    23,227,627                    11,763,639
Net investment income                                                          5,671,499                     3,995,459
Annuity premium income                                                            80,801                       580,000
Net realized capital gains                                                       169,661                        64,064
Other                                                                            147,790                        66,055
                                                                   -----------------------       -----------------------

     Total Revenues                                                          114,380,400                    68,300,892
                                                                   -----------------------       -----------------------



BENEFITS AND EXPENSES:
- ---------------------
Benefits:
  Annuity benefits                                                               559,007                     1,215,611
  Increase in annuity policy reserves                                            403,031                     1,174,149
  Cost of minimum death benefit reinsurance                                    2,674,309                     1,811,373
  Return credited to contractowners                                           (7,015,742)                   (4,715,974)
                                                                   -----------------------       -----------------------

                                                                              (3,379,395)                     (514,841)
                                                                   -----------------------       -----------------------

Expenses:
  Underwriting, acquisition and other insurance expenses                      73,491,526                    38,182,529
  Amortization of state insurance licenses                                        75,000                        75,000
  Interest expense                                                            18,797,211                    11,041,931
                                                                   -----------------------       -----------------------

                                                                              92,363,737                    49,299,460
                                                                   -----------------------       -----------------------

     Total Benefits and Expenses                                              88,984,342                    48,784,619
                                                                   -----------------------       -----------------------

Income from operations before income taxes                                    25,396,058                    19,516,273

     Income tax expense                                                        5,348,854                     6,873,511
                                                                   -----------------------       -----------------------

Net income                                                       $            20,047,204       $            12,642,762
                                                                   =======================       =======================
</TABLE>

            See notes to unaudited consolidated financial statements.



                                       (4)


<PAGE>





                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                             <C>                           <C> 

                                                                         THREE MONTHS                 THREE MONTHS
                                                                            ENDED                         ENDED
                                                                        JUNE 30, 1998                 JUNE 30, 1997
                                                                    ----------------------       -----------------------
REVENUES:
- --------
Annuity charges and fees                                         $            45,297,327       $             27,463,051
Fee income                                                                    12,539,967                      6,239,382
Net investment income                                                          2,409,958                      2,626,776
Annuity premium income                                                            30,801                        305,000
Net realized capital gains                                                        13,329                         43,460
Other                                                                             77,923                         48,116
                                                                   -----------------------       -----------------------

     Total Revenues                                                           60,369,305                     36,725,785
                                                                   -----------------------       -----------------------



BENEFITS AND EXPENSES:
- ---------------------
Benefits:
  Annuity benefits                                                               192,576                      1,070,924
  Increase in annuity policy reserves                                            164,840                        390,599
  Cost of minimum death benefit reinsurance                                    1,305,230                        935,295
  Return credited to contractowners                                           (8,682,735)                     2,029,600
                                                                   -----------------------       -----------------------

                                                                              (7,020,089)                     4,426,418
                                                                   -----------------------       -----------------------

Expenses:
  Underwriting, acquisition and other insurance expenses                      39,236,654                     20,499,063
  Amortization of state insurance licenses                                        37,500                         37,500
  Interest expense                                                             9,965,967                      5,502,357
                                                                   -----------------------       -----------------------

                                                                              49,240,121                     26,038,920
                                                                   -----------------------       -----------------------

     Total Benefits and Expenses                                              42,220,032                     30,465,338
                                                                   -----------------------       -----------------------

Income from operations before income taxes                                    18,149,273                      6,260,447

     Income tax expense                                                        4,174,433                      2,613,660
                                                                   -----------------------       -----------------------

Net income                                                       $            13,974,840       $              3,646,787
                                                                   =======================       =======================
</TABLE>

            See notes to unaudited consolidated financial statements.



                                       (5)


<PAGE>

                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                              <C>                         <C>  

                                                                        SIX MONTHS                  SIX MONTHS
                                                                           ENDED                       ENDED
                                                                       JUNE 30, 1998               JUNE 30, 1997
                                                                    --------------------       ----------------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income                                                      $         20,047,204       $           12,642,762
  Adjustments to reconcile net income to net cash
     Provided by operating activities:
      Increase in policy reserves                                              729,451                      378,127
      Amortization of bond discount                                             46,729                       50,648
      Amortization of insurance licenses                                        75,000                       75,000
      Change in receivable from/payable to affiliates                        4,190,816                   87,755,905
      Change in income tax receivable/payable                                6,745,665                      309,562
      Increase in other assets                                                (532,356)                    (741,248)
      (Increase) in accrued investment income                                 (274,713)                    (305,034)
      (Increase)/decrease in reinsurance receivable                           (918,478)                     848,260
      Increase in deferred acquisition costs, net                          (90,046,465)                 (99,038,639)
      Increase in income tax receivable - deferred                          (5,140,793)                  (3,633,497)
      Increase in accounts payable and accrued expenses                     32,798,620                    12,847,202
      Increase in drafts outstanding                                         4,668,929                            -
      Change in foreign currency translation, net                               46,499                      163,512
      Realized gain on sale of investments                                    (169,661)                     (64,064)
                                                                    --------------------       --------------------

  Net cash provided by operating activities                                (27,733,553)                  11,288,496
                                                                    --------------------       ----------------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                                   (17,684,369)                           -

  Proceeds from sale and maturity of fixed maturity investments                 50,000                      200,000
  Purchase of shares in mutual funds                                        (5,083,541)                  (3,369,679)
  Proceeds from sale of shares in mutual funds                               4,769,431                    1,106,387
  Increase/(decrease) in policy loans                                         (122,396)                      29,380

  Change in investments of separate account assets                      (1,927,357,712)              (1,733,356,331)
                                                                    --------------------       ----------------------

  Net cash used in investing activities                                 (1,945,428,587)              (1,735,390,243)
                                                                    --------------------       ----------------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                          1,062,500                      805,000
  Increase (decrease) in future fees payable to parent                      47,507,229                   (2,283,457)
  Increase in payable to reinsurer                                           4,122,916                    6,221,399
  Proceeds from annuity sales                                            1,922,757,102                1,737,165,984
                                                                    --------------------       ----------------------

  Net cash provided by financing activities                              1,975,449,747                1,741,908,926
                                                                    --------------------       ----------------------

Net (decrease)/increase in cash and cash equivalents                        (2,287,607)                  17,807,179
                                                                    --------------------       ----------------------

Cash and cash equivalents at beginning of period                            81,974,204                   14,199,412
                                                                    --------------------       ----------------------

Cash and cash equivalents at end of period                        $         84,261,811       $           32,006,591
                                                                    ====================       ======================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Income taxes paid                                               $          1,619,665       $           10,197,446
                                                                    ====================       ======================

  Interest paid                                                   $          6,309,188       $            4,501,751
                                                                    ====================       ======================
</TABLE>
            See notes to unaudited consolidated financia statements.

                                       (6)
<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1998



1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.       Basis of Presentation
                  ---------------------

                  The accompanying  unaudited  consolidated financial statements
                  of American  Skandia Life Assurance  Corporation (the Company)
                  have been  prepared  in  accordance  with  generally  accepted
                  accounting  principles for interim  financial  information and
                  with  the   instructions  to  Form  10-Q  and  Article  10  of
                  Regulation  S-X.  Accordingly,  they do not include all of the
                  information  and  footnotes  required  by  generally  accepted
                  accounting  principles 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. Operating results for the six
                  month  period   ended  June  30,  1998  are  not   necessarily
                  indicative  of the results  that may be expected  for the year
                  ending  December 31, 1998. For further  information,  refer to
                  the consolidated financial statements and footnotes thereto in
                  the Company's audited  consolidated  financial  statements for
                  the year ended December 31, 1997.

                  Certain reclassifications have been made to prior year amounts
                  to conform with the current year presentation.

         B.       New Accounting Pronouncement
                  ----------------------------

                  As of  January  1,  1998  the  Company  adopted  Statement  of
                  Financial   Accounting   Standards  ("SFAS")  130,  "Reporting
                  Comprehensive   Income".  SFAS  130  sets  standards  for  the
                  reporting  and  display  of   comprehensive   income  and  its
                  components;  however,  the adoption of this  Statement  had no
                  impact on the Company's financial position or net income. SFAS
                  130  requires  unrealized  gains and  losses on the  Company's
                  available-for-sale securities and foreign currency translation
                  adjustments,  which prior to adoption were reported separately
                  in shareholder's  equity to be included in other comprehensive
                  income. Prior year financial statements have been reclassified
                  to conform to the requirements of SFAS 130.






                                       (7)


<PAGE>



                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1998




The  components of  comprehensive  income,  net of tax, for the six months ended
June 30, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
          <S>                                                    <C>                          <C>  

                                                                        1998                       1997
                                                                        ----                       ----

            Net income                                            $20,047,204                     $12,642,762
            Other comprehensive income:
               Unrealized investment gains and
                  losses                                            1,140,690                        (400,716)
               Foreign currency translation                           (46,499)                        106,283
                                                              -----------------             -------------------

            Other comprehensive income                              1,094,191                        (294,433)
                                                             ------------------             -------------------

            Comprehensive income                                  $21,141,395                     $12,348,329
                                                             ==================             ===================


         The components of accumulated other  comprehensive  income, net of tax,
         as of June 30, 1998 and December 31, 1997 were as follows:

                                                                        1998                       1997
                                                                        ----                       ----

            Unrealized investment gains and
               losses                                             $  2,094,759                $    954,069
            Foreign currency translation                              (332,537)                   (286,038)
                                                                  ------------------        -------------------

            Accumulated other comprehensive
               income                                             $  1,762,222                 $   668,031
                                                                  ==================        ===================
</TABLE>



2.       FOREIGN ENTITY

         The Company has a 99.9% ownership in Skandia Vida, S.A. de C.V. which 
         is a life insurance company domiciled in Mexico.  This Mexican life
         insurer is a start up company with expectations of selling long term 
         savings products within Mexico.  Total shareholder's equity of Skandia 
         Vida, S.A. de C.V. is $1,313,872 as of June 30, 1998.







                                      (8)


<PAGE>



                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1998



3.       SURPLUS NOTES

         The Company has issued  surplus  notes to American  Skandia  Investment
         Holding  Corporation (the "Parent") in exchange for cash. Surplus notes
         outstanding as of June 30, 1998 were as follows.
<TABLE>
<CAPTION>
            <S>                                  <C>                    <C>

                 Issue Date                            Amount            Interest Rate
             -----------------                    -------------          -------------          
             December 29, 1993                    $  20,000,000              6.84%
             February 18, 1994                       10,000,000              7.28%
             March 28, 1994                          10,000,000              7.90%
             September 30, 1994                      15,000,000              9.13%
             December 28, 1994                       14,000,000              9.78%
             December 19, 1995                       10,000,000              7.52%
             December 20, 1995                       15,000,000              7.49%
             December 22, 1995                        9,000,000              7.47%
             June 28, 1996                           40,000,000              8.41%
             December 30, 1996                       70,000,000              8.03%
                                                  -------------

             Total                                $ 213,000,000
                                                  =============
</TABLE>
 
         Payment of  interest  and  repayment  of  principal  for these notes is
         subject to certain  conditions  and requires  approval by the Insurance
         Commissioner of the State of Connecticut.

         Interest accrued at June 30, 1998 amounted to $14,017,156,  of which $0
         has been approved for payment.













                                       (9)


<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1998


4.       FUTURE FEES PAYABLE TO PARENT

         On  December  17,  1996,  the  Company  sold to its  Parent,  effective
         September 1, 1996,  certain  rights to receive  future fees and charges
         expected to be realized on the variable  portion of a designated  block
         of deferred annuity  contracts issued during the period from January 1,
         1994  through June 30, 1996  (Transaction  1996-1).  In  addition,  the
         Company entered into the following similar transactions during 1997 and
         1998:
<TABLE>
<CAPTION>
               <S>                <C>               <C>                   <C>
                                   Closing           Effective             Contract Issue
               Transaction           Date              Date                    Period
               -----------         -------           ---------            -----------------

                 1997-1            7/23/97            6/1/97              3/1/96 -  4/30/97
                 1997-2           12/30/97           12/1/97              5/1/95 - 12/31/96
                 1997-3           12/30/97           12/1/97              5/1/96 - 10/31/97
                 1998-1            6/30/98            6/1/98              1/1/97 -  5/31/98
</TABLE>

         In connection  with these  transactions,  the Parent,  through a trust,
         issued  collateralized notes in private placements which are secured by
         the  rights to  receive  future  fees and  charges  purchased  from the
         Company.

         Under the terms of the Purchase Agreements, the rights sold provide for
         the  Parent to  receive  80% (100% for  Transaction  1997-3)  of future
         mortality and expense  charges and  contingent  deferred sales charges,
         after reinsurance, expected to be realized over the remaining surrender
         charge period of the designated  contracts (6 to 8 years).  The Company
         did not sell the right to receive  future  fees and  charges  after the
         expiration of the surrender charge period.

         The proceeds from the sales have been recorded as  liabilities  and are
         being  amortized  over the  remaining  surrender  charge  period of the
         designated  contracts using the interest  method.  The present value of
         the  transactions  (discounted at 7.5%) as of the Effective Date was as
         follows:

                                                      Present Value as
                       Transaction                   of Effective Date
                       -----------                   -----------------

                         1996-1                         $50,221,438
                         1997-1                          58,766,633
                         1997-2                          77,551,736
                         1997-3                          58,193,264
                         1998-1                          61,179,515

                                      (10)


<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1998




         Payments  representing  fees and  charges  realized  during  the period
         January  1,  1998  through  June 30,  1998 in the  aggregate  amount of
         $29,878,911 were made by the Company to the Parent. Interest expense of
         $9,845,684 has been included in the statement of operations.

         Expected payments of future fees payable to Parent are as follows:

                       Year Ending
                       December 31,                             Amount
                       ------------                        -------------

                          1998                             $  24,201,836
                          1999                                50,650,014
                          2000                                53,268,405
                          2001                                51,455,229
                          2002                                46,202,361
                          2003                                35,378,622
                          2004                                18,020,843
                          2005                                 1,363,737
                                                          ---------------
                          Total                             $280,541,047
                                                          ===============


         The  Commissioner  of the State of Connecticut has approved the sale of
         future fees and charges; however, in the event that the Company becomes
         subject to an order of liquidation or rehabilitation,  the Commissioner
         has the  ability  to stop the  payments  due to the  Parent  under  the
         Purchase Agreement subject to certain terms and conditions.


5.       REINSURANCE

         The Company cedes reinsurance under modified co-insurance arrangements.
         The reinsurance  arrangements provide additional capacity for growth in
         supporting  the cash flow strain from the  Company's  variable  annuity
         business. The reinsurance is effected under quota share contracts.





                                      (11)


<PAGE>


                   AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
          (a wholly-owned subsidiary of Skandia Insurance Company Ltd.)


              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 1998


         In addition,  the Company  reinsures certain mortality risks pertaining
         to the Guaranteed Minimum Death Benefit feature in the variable annuity
         products.

         The effect of the  reinsurance  agreements on the Company's  operations
         was to reduce annuity  charges and fee income,  death benefit  expense,
         and  reserve  exposure.  The effect of  reinsurance  is  summarized  as
         follows:


         Six Months Ended June 30, 1998

                                             Increase
                            Annuity         in Annuity       Return Credited
                        Charges & Fees   Policy Reserves    to Contractowners
                        --------------   ---------------    -----------------
   
         Gross           $99,230,092       $1,287,513          ($7,015,742)
         Ceded            14,147,070          884,482                    -
                         -----------       ----------          ------------
         Net             $85,083,022       $  403,031          ($7,015,742)
                         ===========       ==========          ============


         Six Months Ended June 30, 1997
                                            Increase
                           Annuity         in Annuity        Return Credited
                        Charges & Fees   Policy Reserves    to Contractowners
                        --------------   ---------------    -----------------

         Gross          $62,467,438        $   325,889         ($4,736,755)
         Ceded           10,635,763           (848,260)            (20,781)
                        -----------        ------------        ------------
         Net            $51,831,675        $ 1,174,149         ($4,715,974)
                        ===========        ============        ============

         Such  ceded   reinsurance   does  not  relieve  the  Company  from  its
         obligations  to  policyholders.  The  Company  remains  liable  to  its
         policyholders  for  the  portion  reinsured  to  the  extent  that  any
         reinsurer does not meet the  obligations  assumed under the reinsurance
         agreement.








                                      (12)


<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                         Six months ended June 30, 1998


American  Skandia Life Assurance  Corporation (the Company) is a stock insurance
company  domiciled  in  Connecticut  with  licenses  in all 50  states.  It is a
wholly-owned  subsidiary of American  Skandia  Investment  Holding  Corporation,
whose ultimate parent is Skandia Insurance Company Ltd., a Swedish company.

The Company mainly is in the business of issuing annuity policies,  and has been
so since its  business  inception  in 1988.  The  Company  currently  offers the
following  annuity products:  a) certain deferred  annuities that are registered
with the Securities and Exchange  Commission,  including  variable annuities and
fixed interest rate annuities that include a market value adjustment feature; b)
certain  other  fixed  deferred  annuities  that  are not  registered  with  the
Securities and Exchange  Commission;  c) non-registered group variable annuities
designed as funding  vehicles for certain  qualified  retirement  plans;  and d)
fixed and adjustable immediate annuities.

In April, the Company began offering a term life insurance product in support of
an  affiliate's  mutual fund  products.  In May, the Company  launched its first
variable life insurance product. Before year end, the Company expects to release
its second  variable life insurance  product.  Consistent  sales activity is not
anticipated  until more state approvals are secured and the launch of the second
variable life insurance product is completed.

The Company  markets its products  through an internal field  marketing staff to
broker-dealers,   financial   planners  and  in   conjunction   with   financial
institutions such as banks that are permitted  directly,  or through affiliates,
to sell annuities.



                              Results of Operations
                              ---------------------

The Company's long term business plan was developed reflecting the current sales
and  marketing  approach.  The sales volume for the six month periods ended June
30,  1998 and 1997 was $1,923  million  and  $1,737  million,  respectively,  an
increase of 11%. This  increase is a direct  result of the marketing  efforts by
the  Company  coupled  with  an  overall   increase  in  the  variable   annuity
marketplace,  particularly during the second quarter. Assets grew $3,132 million
or 24% since  December 31, 1997.  This  increase is a direct result of the sales
volume  increasing  separate  account  assets  and  deferred  acquisition  costs
combined with the strong  performance  of the stock market over the same period,
which also has contributed to the growth in separate account assets. Liabilities
grew $3,117  million or 24% since  December 31, 1997 as a result of the reserves
required for the increased sales activity and market growth of separate  account
assets as well as an  increase  in  borrowings  and  reinsurance  to support the
acquisition costs of the Company's variable annuity business.



                                      (13)


<PAGE>


The  Company  experienced  a net gain of $20  million  after tax for the current
period which was $7.4 million  greater than the same period last year. This gain
is a result of the strong sales activity for the six months ended June 30, 1998,
expense levels  consistent with sales activity with the exception of development
activities and an increased asset base, which generates additional fee revenue.

Revenues:

Increasing  annuity  sales volume  results in greater  assets under  management.
Growth in assets  under  management  has  resulted in a 64%  increase in annuity
charges & fees for the six month period ended June 30, 1998. This is compared to
an increase of 73% for the six month period ended June 30, 1997.

Fee income  includes  income earned for transfer  agency type  activities.  This
income increased 97% for the six month period ended June 30, 1998 compared to an
increase of 67% for the six month period ended June 30,  1997.  These  increases
are driven by the continued increase in assets under management.

Net  investment  income  increased  42% for the six month  period ended June 30,
1998.  This is compared to an  increase of 441% for the six month  period  ended
June 30,  1997.  These  increases  are a result  of  increased  general  account
investment holdings for the periods.

Annuity  premium  income  represents  sales of  immediate  annuities  with  life
contingencies.

Benefits:

Annuity benefits  represent  payments on annuity contracts with mortality risks,
immediate  annuities with life  contingencies and  supplementary  contracts with
life contingencies.

The increase in annuity  policy  reserves  represents the change in reserves for
immediate annuities with life contingencies,  supplementary  contracts with life
contingencies and the guaranteed minimum death benefit on variable annuities. In
September 1995, the Company entered into an agreement to reinsure the guaranteed
minimum death benefit  exposure on most of its variable annuity  contracts.  For
the periods ended June 30, 1998 and 1997, the costs  associated  with reinsuring
the minimum  death  benefit  reserve  exceeded  the change in the minimum  death
benefit reserve by approximately $1.6 million and $0.5 million, respectively.

Return  credited to  contractowners  represents  revenues on variable and market
value  adjusted  annuities  offset by benefit  payments  and change in  reserves
required on this  business.  Also  included  are benefit  payments and change in
reserves on immediate  annuities and supplemental  contracts without significant
mortality  risks.  The  result for the  current  period  reflects a higher  than
expected  separate  account  investment  return  on the  market  value  adjusted
contracts  in  support of the  benefits  and  required  reserves.  The  positive
performance is consistent with the performance  during the six months ended June
30, 1997.

                                      (14)


<PAGE>



Expenses:

Underwriting,  acquisition  and  other  insurance  expenses  consists  of $101.5
million of commissions  and $58.2 million of general  expenses offset by the net
capitalization  of deferred  acquisition  costs  totaling  $86.2  million.  This
compares to $87.4 million of commissions  and $44.1 million of general  expenses
offset by the net  capitalization  of deferred  acquisition costs totaling $93.3
million for the same period last year.

Interest expense increased 70% over the same period last year as a result of the
securitization  (future fees payable to Parent)  transactions  during 1997. This
compares to an increase  in  interest  expense of 146% for the six months  ended
June 30,  1998,  which was the result of the 1997  increase in surplus  notes of
$110 million.

Income tax expense was $5.3 million for the period ended June 30, 1998, compared
with $6.9 million for the same period last year.  The effective  federal  income
tax rates for the periods were 21% and 35% respectively.  The effective rate was
lower than the federal  statutory income tax rate due to permanent  differences.
Management  believes that based on the taxable  income  produced in 1997 and the
first  half of 1998 as well as the  continued  growth in annuity  products,  the
Company  will  produce  sufficient  taxable  income in the future to realize its
deferred tax assets.


                         Liquidity and Capital Resources
                         -------------------------------

The  liquidity  requirement  of the  Company  was  met by  cash  from  insurance
operations, investment activities, cash flow from the December 30, 1997 and June
30, 1998 sales of future fee revenue, and reinsurance.

The Company had  significant  growth  during the six month  period in 1998.  The
sales  volume  of  $1,923  million  was made up of  approximately  97%  variable
annuities,  most of which carry a contingent deferred sales charge. This type of
product causes a temporary cash strain in that 100% of the proceeds are invested
in separate  accounts  supporting  the product  leaving a cash (but not capital)
strain caused by the  acquisition  costs for the new business.  This cash strain
required the Company to look beyond the insurance  operations and investments of
the  Company.  To this end,  the Company  extended  its  reinsurance  agreements
(initiated in 1993,  1994 and 1995).  The  reinsurance  agreements  are modified
coinsurance  arrangements  where the  reinsurer  shares in the  experience  of a
specific book of business.  The income and expense items presented above are net
of reinsurance.

In  addition,  since  December  1996,  the Company has entered  into a series of
transactions in which the rights to receive future fees and charges  expected to
be realized on the variable  portion of a designated  block of deferred  annuity
contracts  through their  surrender  charge period have been sold to the Parent.
These  transactions,  designated  as  another  means of  financing  growth,  are
discussed  in more  detail  at Note 4 of the  Notes  to  Unaudited  Consolidated
Financial Statements.


                                      (15)


<PAGE>



While the tremendous  growth of this young  organization has depended on capital
support from its parent,  the Company expects to use borrowing,  reinsurance and
the sale of future fee  revenues  to fund the cash strain  anticipated  from the
acquisition costs on expected future sales volume.

As of June 30,  1998 and  December  31,  1997,  shareholder's  equity was $206.6
million and $184.4 million,  respectively,  which includes the carrying value of
the state  insurance  licenses in the amount of $4.5  million  and $4.6  million
respectively.

The  Company  has long term  surplus  notes and short  term  borrowing  with its
parent. No dividends have been paid to its parent company.


                              Year 2000 Compliance
                              --------------------

American  Skandia is a  relatively  young  company  whose  internally  developed
systems were designed from the start with the correct four digit date fields. As
a result,  the Company  anticipates few technical  problems  related to the year
2000. However, we take this matter seriously and continue to take precautions to
ensure year 2000 compliance.

Steps taken to date include:

1.  Any new, externally developed software is evaluated for year 2000 
    compliance before purchase.  We also evaluate all new service providers.
2.  An external specialist had been engaged to perform a complete assessment
    of American Skandia's operating systems and internally developed software.
3.  The Company is working with external business partners and software 
    providers to request and review their year 2000 compliance status and plans.

We anticipate full internal compliance by September 1998, followed by continuous
evaluation  of  internal  systems,   external  business  partners  and  software
providers until the year 2000.













                                      (16)


<PAGE>



                           PART II. OTHER INFORMATION


ITEM 4.  ACTION TAKEN BY SHAREHOLDER

         Not applicable for this quarter.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      See Exhibit Index
         (b)      American  Skandia Life Assurance  Corporation did not
                  file  any  Report  on Form  8-K  during  the  quarter
                  covered by this report.











































                                      (17)


<PAGE>





                                    SIGNATURE


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.


                   American Skandia Life Assurance Corporation
                                  (Registrant)


                            by s/Thomas M. Mazzaferro
                               ----------------------
                                 Thomas M. Mazzaferro
                                 Executive Vice President and
                                 Chief Financial Officer



August 6, 1998

































                                      (18)


<PAGE>





                                    SIGNATURE


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.


                   American Skandia Life Assurance Corporation
                                  (Registrant)


                           by ________________________
                              Thomas M. Mazzaferro
                              Executive Vice President and
                              Chief Financial Officer





August 6, 1998































                                      (19)


<PAGE>


                                  EXHIBIT INDEX




      Exhibit
      Number                  Description                             Location
      -------                 -----------                             --------

        (2)      Plan of acquisition, reorganization,
                 arrangement, liquidation or succession                   None

        (4)      Instruments defining the rights of
                 security holders, including indentures                   None

       (10)      Material Contracts                                       None

       (11)     Statement Re:  Computation of per share
                earnings                                                  None

       (15)     Letter Re:  Unaudited interim financial
                information                                               None

       (18)     Letter Re:  Change in accounting
                principles                                                None

       (19)     Report furnished to security holders                      None

       (22)     Published report regarding matters
                submitted to vote of security holders                     None

       (23)     Consents of experts and counsel                           None

       (24)     Power of attorney                                         None

       (99)     Additional exhibits                                       None





















                                      (20)

<TABLE> <S> <C>
                  
<ARTICLE>               7       
<CIK>                   881453  
<NAME>                  ASLAC0698       
<MULTIPLIER>            1      
<CURRENCY>              U.S Dollars     
                                
<S>                    <C>
<PERIOD-TYPE>           6-MOS   
<FISCAL-YEAR-END>       DEC-31-1998     
<PERIOD-START>          JAN-1-1998      
<PERIOD-END>            JUN-30-1998     
<EXCHANGE-RATE>         1       
<DEBT-HELD-FOR-SALE>              127,158,997     
<DEBT-CARRYING-VALUE>             136,463,509     
<DEBT-MARKET-VALUE>               136,497,919     
<EQUITIES>                          7,815,717       
<MORTGAGE>                                  0       
<REAL-ESTATE>                               0
<TOTAL-INVEST>                    144,844,097     
<CASH>                             84,261,811      
<RECOVER-REINSURE>                  2,201,743       
<DEFERRED-ACQUISITION>            718,098,460     
<TOTAL-ASSETS>                 15,116,451,311  <F1>
<POLICY-LOSSES>                    62,425,471      
<UNEARNED-PREMIUMS>                         0       
<POLICY-OTHER>                              0       
<POLICY-HOLDER-FUNDS>                       0       
<NOTES-PAYABLE>                   213,000,000     
                       0       
                                 0       
<COMMON>                            2,000,000       
<OTHER-SE>                        204,624,939     
<TOTAL-LIABILITY-AND-EQUITY>   16,109,491,321  <F2>
                             80,801  
<INVESTMENT-INCOME>                 5,671,499       
<INVESTMENT-GAINS>                    169,661 
<OTHER-INCOME>                        147,790 <F3>
<BENEFITS>                         (3,379,395)     
<UNDERWRITING-AMORTIZATION>        41,028,082      
<UNDERWRITING-OTHER>               32,538,444      
<INCOME-PRETAX>                    25,396,058      
<INCOME-TAX>                        5,348,854       
<INCOME-CONTINUING>                         0       
<DISCONTINUED>                              0       
<EXTRAORDINARY>                             0       
<CHANGES>                                   0  
<NET-INCOME>                       20,047,204 
<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
                                                             
<FN>
<F1> Included in Total Assets are Assets Held in Separate Accounts of 
     $15,116,451,311.                  
<F2> Included in Total Liabilities and Equity are Liabilities Related to 
     Separate Accounts of $15,116,451,311.
<F3> Other income includes annuity charges and fees of $85,083,022 and fee 
     income of $23,227,627.                       
</FN>

</TABLE>


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