AMERICAN SKANDIA LIFE ASSURANCE CORP/CT
10-Q, 1998-11-13
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 September 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 and 333-26695.

                   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 November 6, 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 -
                 September 30, 1998 (unaudited)
                 and December 31, 1997                                      3

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

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

             Consolidated  Statements of  Shareholder's
                 Equity Nine months ended September 30, 1998 (unaudited)
                 and year ended December 31, 1997                           6

             Consolidated  Statements of Cash Flows (unaudited)
                 Nine months ended September 30, 1998
                 and September 30, 1997                                     7

             Notes to Unaudited Consolidated Financial Statements           8


    Item 2.

             Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations - Nine months ended
                 September 30, 1998                                        15


PART II.  OTHER INFORMATION:


    Item 4.  Action Taken by Shareholder                                   20

    Item 6.  Exhibits and Reports on Form 8-K                              20

                 Signature                                                 21

                 Exhibit Index                                             23



<PAGE>









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

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
<S>                                                                <C>                         <C>
                                                                       SEPTEMBER 30,                DECEMBER 31,
                                                                           1998                         1997
                                                                     ------------------         ---------------------
                                                                        (unaudited)
ASSETS
- ------
Investments:
   Fixed maturities - at amortized cost                            $        8,296,514         $           9,366,671 
   Fixed maturities - at fair value                                       132,385,354                   108,323,668 
   Investment in mutual funds - at fair value                               6,872,319                     6,710,851 
   Policy loans                                                               557,433                       687,267 
                                                                     ------------------         ---------------------

Total investments                                                         148,111,620                   125,088,457 

Cash and cash equivalents                                                  22,687,636                    81,974,204 
Accrued investment income                                                   2,296,345                     2,441,671 
Fixed assets                                                                  310,742                       356,153 
Deferred acquisition costs                                                692,244,653                   546,703,051 
Reinsurance receivable                                                     12,125,256                     6,342,938 
Receivable from affiliates                                                  1,379,884                     1,910,895 
Income tax receivable - current                                            10,191,421                     1,047,493 
Income tax receivable - deferred                                           22,449,368                    26,174,369 
State insurance licenses                                                    4,450,000                     4,562,500 
Other assets                                                                2,807,528                     2,524,581 
Separate account assets                                                14,698,628,982                12,095,163,569 
                                                                     ------------------         ---------------------

                    Total Assets                                   $   15,617,683,435         $       12,894,289,881
                                                                     ==================         =====================

LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
LIABILITIES:
Reserve for future contractowner benefits                          $       39,363,630         $          43,204,443 
Policy reserves                                                            31,607,153                    24,414,999 
Drafts outstanding                                                         19,767,193                    19,277,706 
Accounts payable and accrued expenses                                      86,062,118                    71,190,019 
Payable to affiliates                                                      20,121,151                       584,283 
Future fees payable to parent                                             271,655,055                   233,033,818 
Short-term borrowing                                                       10,000,000                    10,000,000 
Surplus notes                                                             213,000,000                   213,000,000 
Separate account liabilities                                           14,698,628,982                12,095,163,569 
                                                                     ------------------         ---------------------

                  Total Liabilities                                    15,390,205,282                12,709,868,837 
                                                                     ------------------         ---------------------

SHAREHOLDER'S EQUITY:
Common stock, $80 par, 25,000 shares
  authorized, issued and outstanding                                        2,000,000                     2,000,000 
Additional paid-in capital                                                157,289,714                   151,527,229 
Retained earnings                                                          64,446,673                    30,225,784 
Accumulated other comprehensive income                                      3,741,766                       668,031 
                                                                     ------------------         ---------------------

                   Total Shareholder's Equity                             227,478,153                   184,421,044 
                                                                     ------------------         ---------------------

                   Total Liabilities and Shareholder's Equity      $   15,617,683,435         $       12,894,289,881
                                                                     ==================         =====================
</TABLE>
            See notes to unaudited consolidated financial statements.





<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>
                                                                          NINE MONTHS                  NINE MONTHS
                                                                             ENDED                        ENDED
                                                                      SEPTEMBER 30, 1998           SEPTEMBER 30, 1997
                                                                    -----------------------      -----------------------
REVENUES
- --------
Annuity charges and fees                                            $        133,729,829          $        85,051,449
Fee income                                                                    36,913,358                   19,309,148 
Net investment income                                                          8,140,502                    6,026,646 
Annuity premium income                                                            80,801                      795,042 
Net realized capital gains                                                       123,610                       84,617 
Other                                                                            260,427                      188,111 
                                                                    -----------------------      -----------------------

     Total Revenues                                                          179,248,527                  111,455,013 
                                                                    -----------------------      -----------------------



BENEFITS AND EXPENSES                                                                    
- ---------------------
Benefits:
  Annuity benefits                                                               907,877                    1,464,570 
  Change in annuity policy reserves                                              593,800                     (280,205) 
  Cost of minimum death benefit reinsurance                                    3,645,055                    3,256,884 
  Return credited to contractowners                                           (7,164,052)                  (7,540,458) 
                                                                    -----------------------      -----------------------

                                                                              (2,017,320)                  (3,099,209)  
                                                                    -----------------------      -----------------------

Expenses:
  Underwriting, acquisition and other insurance expenses                     109,857,341                   64,884,324 
  Amortization of state insurance licenses                                       112,500                      112,500 
  Interest expense                                                            29,502,465                   18,066,407 
                                                                    -----------------------      -----------------------

                                                                             139,472,306                   83,063,231 
                                                                    -----------------------      -----------------------

     Total Benefits and Expenses                                             137,454,986                   79,964,022 
                                                                    -----------------------      -----------------------

Income from operations before income taxes                                    41,793,541                   31,490,991 

     Income tax expense                                                        7,572,652                   10,226,817 
                                                                    -----------------------      -----------------------

Net income                                                          $         34,220,889          $        21,264,174     
                                                                    =======================      =======================
</TABLE>

            See notes to unaudited consolidated financial statements.


<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
                                                                      SEPTEMBER 30, 1998           SEPTEMBER 30, 1997
                                                                    -----------------------     ------------------------
REVENUES:
- --------
Annuity charges and fees                                             $         48,646,807        $          33,219,774  
Fee income                                                                     13,685,731                    7,545,509  
Net investment income                                                           2,469,003                    2,031,187  
Annuity premium income                                                                 -                       215,042  
Net realized capital gains (losses)                                               (46,051)                      20,553  
Other                                                                             112,637                      122,056  
                                                                    -----------------------     ------------------------

     Total Revenues                                                            64,868,127                   43,154,121  
                                                                    -----------------------     ------------------------



BENEFITS AND EXPENSES:                                                                   
- ---------------------
Benefits:
  Annuity benefits                                                                348,870                      248,959  
  Change in annuity policy reserves                                               190,769                   (1,454,354) 
  Cost of minimum death benefit reinsurance                                       970,746                    1,445,511  
  Return credited to contractowners                                              (148,310)                  (2,824,484) 
                                                                    -----------------------     ------------------------

                                                                                1,362,075                   (2,584,368) 
                                                                    -----------------------     ------------------------

Expenses:
  Underwriting, acquisition and other insurance expenses                       36,365,815                   26,701,795  
  Amortization of state insurance licenses                                         37,500                       37,500  
  Interest expense                                                             10,705,254                    7,024,476  
                                                                    -----------------------     ------------------------

                                                                               47,108,569                   33,763,771  
                                                                    -----------------------     ------------------------

     Total benefits and expenses                                               48,470,644                   31,179,403  
                                                                    -----------------------     ------------------------

Income from operations before income taxes                                     16,397,483                   11,974,718  

     Income tax expense                                                         2,223,798                    3,353,306  
                                                                    -----------------------     ------------------------

Net income                                                        $            14,173,685     $              8,621,412  
                                                                    =======================     ========================

</TABLE>

            See notes to unaudited consolidated financial statements.


<PAGE>



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

                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY



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

                                                                       NINE MONTHS                     YEAR
                                                                          ENDED                       ENDED
                                                                      SEPTEMBER 30,                DECEMBER 31,
                                                                          1998                         1997
                                                                --------------------------    -----------------------
                                                                       (unaudited)

Common Stock, balance at beginning and end of period              $            2,000,000        $         2,000,000
                                                                --------------------------    -----------------------

Additional paid-in capital:
  Balance at beginning of period                                             151,527,229                122,250,117 
  Additional contributions                                                     5,762,485                 29,277,112 
                                                                --------------------------    -----------------------

  Balance at end of period                                                   157,289,714                151,527,229 
                                                                --------------------------    -----------------------

Retained earnings:
  Balance at beginning of period                                              30,225,784                  2,678,251 
  Net income                                                                  34,220,889                 27,547,533 
                                                                --------------------------    -----------------------

  Balance at end of period                                                    64,446,673                 30,225,784 
                                                                --------------------------    -----------------------

Accumulated other comprehensive income:
  Balance at beginning of period                                                  668,031                  (583,337)
  Change in other comprehensive income                                          3,073,735                 1,251,368 
                                                                --------------------------    -----------------------

  Balance at end of period                                                      3,741,766                   668,031 
                                                                --------------------------    -----------------------

    Total Shareholder's Equity                                           $    227,478,153           $   184,421,044 
                                                                ==========================    =======================
</TABLE>

<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>
                                                                        NINE MONTHS                 NINE MONTHS
                                                                           ENDED                       ENDED
                                                                     SEPTEMBER 30, 1998           SEPTEMBER 30, 1997  
                                                                   -----------------------    -------------------------
CASH FLOW FROM OPERATING ACTIVITIES:

  Net income                                                        $         34,220,889        $          21,264,174 
  Adjustments to reconcile net income to net cash
     provided by operating activities:
      Increase in policy reserves                                              7,192,154                        3,570 
      Amortization of bond discount                                               74,805                       56,397 
      Amortization of insurance licenses                                         112,500                      112,500 
      Change in receivable from/payable to affiliates                         20,067,879                   63,494,692 
      Change in income tax receivable/payable                                 (9,143,928)                   1,209,562 
      Increase in other assets                                                  (282,947)                  (2,063,551)
      (Increase)/decrease in accrued investment income                           145,326                      (46,663)
      (Increase)/decrease in reinsurance receivable                           (5,782,318)                   2,287,168
      Increase in deferred acquisition costs, net                           (145,541,602)                (145,984,394)
      (Increase)/decrease in income tax receivable -                           3,725,001                   (7,859,728)
deferred
      Increase in accounts payable and accrued expenses                       14,872,099                   25,630,696 
      Increase in drafts outstanding                                             489,487                            - 
      Change in foreign currency translation, net                                124,555                      (80,986)
      Realized gain on sale of investments                                      (123,610)                     (84,617)
                                                                   -----------------------      -----------------------

  Net cash used in operating activities                                      (79,849,710)                 (42,061,179)
                                                                   -----------------------      -----------------------

CASH FLOW FROM INVESTING ACTIVITIES:

  Purchase of fixed maturity investments                                     (21,660,049)                 (13,723,543)
  Proceeds from sale and maturity of fixed maturity investments                4,049,150                    5,755,550 
  Purchase of shares in mutual funds                                          (6,411,575)                  (4,248,877)
  Proceeds from sale of shares in mutual funds                                 6,250,087                    1,318,458 
  Net purchase of mutual funds                                                         -                   (7,900,000)
  Decrease in policy loans                                                       129,834                            - 


  Change in investments of separate account assets                        (3,149,627,509)              (2,779,722,388)
                                                                   -----------------------    -------------------------

  Net cash used in investing activities                                   (3,167,270,062)              (2,798,520,800)
                                                                   -----------------------    -------------------------

CASH FLOW FROM FINANCING ACTIVITIES:

  Capital contributions from parent                                            5,762,485                      947,944 
  Increase in future fees payable to parent                                   38,621,237                   53,825,601 
  Proceeds from life annuity sales                                         3,143,449,482                2,784,972,447 
                                                                   -----------------------    -------------------------

  Net cash provided by financing activities                                3,187,833,204                2,839,745,992 
                                                                   -----------------------    -------------------------

Net decrease in cash and cash equivalents                                    (59,286,568)                    (835,987)
                                                                   -----------------------    -------------------------

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

Cash and cash equivalents at end of period                       $            22,687,636    $              13,363,425 
                                                                   =======================    =========================

SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Income taxes paid                                              $            14,618,966    $              17,776,982 
                                                                   =======================    =========================

  Interest paid                                                  $             6,227,483    $              11,711,001 
                                                                   =======================    =========================
</TABLE>

            See notes to unaudited consolidated financial statements.


<PAGE>




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


              Notes to Unaudited Consolidated Financial Statements

                               September 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
          nine-month period ended September 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.


<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1998




The components of  comprehensive  income,  net of tax, for the nine months ended
September 30, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>

<S>                                                                <C>                       <C> 
                                                                        1998                      1997
                                                                        ----                      ----

     Net income                                                     $34,220,889               $21,264,174
       Other comprehensive income:
         Unrealized investment gains and
           losses                                                     3,198,290                   765,734
         Foreign currency translation                                  (124,555)                  (52,641)
                                                                --------------------      -------------------

       Other comprehensive income                                     3,073,735                    713,093
                                                                --------------------      -------------------

       Comprehensive income                                         $37,294,624                $21,977,267
                                                                ====================      ===================


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

                                                                        1998                         1997
                                                                        ----                         ----

       Unrealized investment gains and
         losses                                                      $4,152,359                   $ 954,069 
       Foreign currency translation                                    (410,593)                   (286,038)
                                                                 -------------------         --------------------

       Accumulated other comprehensive
         income                                                      $3,741,766                   $ 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 $5,465,303 as of September 30, 1998.


<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                               September 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 September 30, 1998 were as follows.

           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  
                                 ============
     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.  As of  September  30, 1998,  $12,593,944  of
     accrued  interest on surplus notes was not approved for payment under these
     criteria.


















<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                               September 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:

                          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

     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


<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1998




         Payments  representing  fees and  charges  realized  during  the period
         January 1, 1998 through  September 30, 1998 in the aggregate  amount of
         $47,989,273 were made by the Company to the Parent. Interest expense of
         $16,008,724 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                             $  12,351,641
                       1999                                51,188,963
                       2000                                53,840,643
                       2001                                52,032,259
                       2002                                46,756,435
                       2003                                35,839,640
                       2004                                18,262,429
                       2005                                 1,383,045
                                                         -------------
                       Total                             $271,655,055
                                                         =============


         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 Agreements 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.


<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                               September 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:

<TABLE>
<CAPTION>
         Nine Months Ended September 30, 1998

<S>                     <C>                      <C>                               <C> 
                            Annuity                Increase in Annuity                  Return Credited
                        Charges & Fees                Policy Reserves                  to Contractowners
                        --------------             -------------------                 -----------------

         Gross           $155,314,801                $ 6,113,204                          ($7,164,052)
         Ceded            (21,584,972)                (5,519,404)                                   - 
                         -------------               ------------                         ------------
         Net             $133,729,829                $   593,800                          ($7,164,052)
                         =============               ============                         ============


         Nine Months Ended September 30, 1997

                            Annuity                Increase in Annuity                  Return Credited
                        Charges & Fees                Policy Reserves                  to Contractowners
                        --------------             -------------------                 -----------------

         Gross           $101,999,925                 ($ 1,110,474)                       ($7,561,239)
         Ceded             16,948,476                     (830,269)                            20,781 
                        --------------                -------------                       ------------
         Net             $ 85,051,449                 ($   280,205)                       ($7,540,458)
                        ==============                ==============                      ============
</TABLE>

         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.


6.       SUBSEQUENT EVENT

         On November 10, 1998 the Company sold to its Parent,  effective October
         1, 1998,  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 May 1, 1997 through August
         31,  1998.  In  connection  with this  transaction,  the Parent  issued
         collateralized  notes in a private  placement  which are secured by the
         rights to receive future fees and charges purchased from the Company.


<PAGE>



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


              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1998


         Under the terms of the Purchase Agreement,  the rights sold provide for
         the Parent to receive 80% of future  mortality and expense  charges and
         contingent  deferred  sales  charges  expected to be realized  over the
         remaining   surrender   charge  period  of  the  designated   contracts
         (generally,  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 sale will be recorded as a liability and will be
         amortized over the remaining  surrender charge period of the designated
         contracts  using the interest  method.  The present value at October 1,
         1998  (discounted at 7.0%),  of future fees and charges  expected to be
         realized on the designated contracts was $68,573,258.

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

                Period Ending
                 December 31,                    Amount
                -------------                    ------
                    1998                      $ 1,842,961
                    1999                        7,742,574
                    2000                        8,362,986
                    2001                        9,087,882
                    2002                        9,985,657
                    2003                       10,586,804
                    2004                       10,877,346
                    2005                        8,663,401
                    2006                        1,423,647
                                              -----------
                    Total                     $68,573,258
                                              ===========

         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.


<PAGE>



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

                      Nine months ended September 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.  Early in 1999, 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 nine month  periods  ended
September 30, 1998 and 1997 was $3,143 million and $2,785 million, respectively,
an increase of 13%. This increase is a direct result of the marketing efforts by
the  Company  coupled  with  an  overall   increase  in  the  variable   annuity
marketplace.  Assets grew $2,723  million or 21% 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 first quarter
stock market  performance  partially  offset by the impact of the third  quarter
stock market  decline,  which  impacted the growth in separate  account  assets.
Liabilities  grew $2,680  million or 21% since  December 31, 1997 as a result of
the reserves required for the increased sales activity as well as an increase in
borrowings  and  reinsurance to support the  acquisition  costs of the Company's
variable annuity business.




<PAGE>



The Company  experienced  a net gain of $34.2  million after tax for the current
period which was $12.9 million greater than the same period last year. This gain
is a result of the strong sales activity for the nine months ended September 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 57%  increase in annuity
charges & fees for the  nine-month  period ended  September  30,  1998.  This is
compared to an increase of 71% for the  nine-month  period ended  September  30,
1997.

Fee income  includes  income earned for transfer  agency type  activities.  This
income increased 91% for the nine month period ended September 30, 1998 compared
to an increase of 70% for the nine month period ended September 30, 1997.  These
increases are driven by the continued increase in assets under management.

Net investment  income  increased 35% for the nine-month  period ended September
30,  1998.  This is compared to an  increase of 498% for the  nine-month  period
ended  September 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.
The Company  reinsures the guaranteed  minimum death benefit exposure on most of
its variable  annuity  contracts.  For the periods ended  September 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 nine months ended
September 30, 1997.


<PAGE>

Expenses:

Underwriting,  acquisition  and  other  insurance  expenses  consists  of $168.9
million of commissions  and $86.6 million of general  expenses offset by the net
capitalization  of deferred  acquisition  costs totaling  $145.6  million.  This
compares to $140 million of  commissions  and $70.8 million of general  expenses
offset by the net  capitalization of deferred  acquisition costs totaling $145.9
million for the same period last year.

Interest expense increased 63% over the same period last year as a result of the
securitization  (future  fees  payable to Parent)  transactions  during 1997 and
1998.  This  compares to an  increase  in interest  expense of 138% for the nine
months ended  September  30, 1997,  which was the result of the 1996 increase in
surplus notes of $110 million and the 1996 and 1997 securitization transactions.

Income tax expense was $7.6  million for the period  ended  September  30, 1998,
compared with $10.2 million for the same period last year. The effective federal
income  tax  rates  for the  periods  were 18% and 32%,  respectively.  The 1998
effective  rate was lower  than the  federal  statutory  income  tax rate due to
permanent  differences  and  1997  provision  to  return  differences.  The 1997
effective rate was lower than the statutory  rate due to permanent  differences.
Management  believes that based on the taxable  income  produced in 1997 and the
first nine months 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, intercompany advances and reinsurance.

The Company had  significant  growth during the  nine-month  period in 1998. The
sales  volume  of  $3,143  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 Notes 4 and 6 of the Notes to Unaudited Consolidated
Financial Statements.


<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 September 30, 1998 and December 31, 1997,  shareholder's equity was $227.5
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

The Company is continuing its ongoing  assessment of the potential impact of the
year 2000 issue on various aspects of its business.

The Company's  computer  support is provided by its affiliate,  American Skandia
Information  Services  and  Technology  Corporation,  which also  provides  such
support for the Company's affiliated broker-dealer,  American Skandia Marketing,
Incorporated,  and the Company's  affiliated  investment advisory firm, American
Skandia  Investment  Services,  Incorporated.  Because  of  the  nature  of  the
Company's  business,  any  assessment of the  potential  impact of the year 2000
issues on the Company must be an  assessment  of the  potential  impact of these
issues  on all  these  companies,  which  are  referred  to below  as  "American
Skandia".

Business Partners:

Management  believes  the  Company is most  vulnerable  in its  interfaces  with
computer   systems   of   investment   managers,   sub-advisors,   third   party
administrators,  vendors and other business partners.  The inability to properly
recognize  date  sensitive  electronic  information  and  transfer  data between
systems could cause errors or even a complete systems failure which would result
in a temporary inability to process  transactions  correctly or engage in normal
business activities.

The American  Skandia's  deferred annuity  operational  business partners report
that all critical  interfaces  are or are expected to be Year 2000  compliant by
the end of 1998. All investment  managers and  sub-advisors  are required by the
Securities and Exchange  Commission to publicly  disclose their Year 2000 status
in  December  1998  and  June  1999.   American  Skandia  has  initiated  formal
communications  with  parties that provide  third party  administration,  record
keeping and trust  services in connection  with its life insurance and qualified
retirement  plan  annuities  business.  Management  expects to  receive  written
assurances  that  these  firms will be Year 2000  compliant  by the end of 1998.
American  Skandia is currently  developing  contingency  plans in the event that
these targets are not met.

Information Technology Systems:

American  Skandia is a  relatively  young  company  whose  internally  developed
systems  were  designed  from the start with four digit year codes.  The Company
engaged  an  external  information  technology  specialist  to  review  American
Skandia's operating systems and internally  developed  software.  The assessment
was  completed  in  December  1997  and the  results  were  favorable.  Specific
modifications  were  suggested,   evaluated  and  implemented  for  the  Annuity
Administration  system. This project was completed recently and a certificate of
compliance  has  been  received.   Other   non-critical   internally   developed
applications in the  client/server  area have already been or will be remediated
during 1999. The costs  associated with this aspect of Year 2000 compliance have
not had a significant impact on the Company's results from operations.

Suppliers and Non-Information Technology Systems:

Like most  companies,  American  Skandia  is  reliant on  network,  and  desktop
operating systems and software  providers to release compliant versions of their
respective  systems.  American  Skandia's  network is expected to be at the most
compliant level available by the end of 1998. The standard desktop software will
be replaced,  as fully compliant  versions become  available.  In addition,  the
Company is in the process of contacting the non-information  systems vendors and
suppliers  regarding  their  Year 2000  compliance  status  and will  factor the
results of these assessments into its contingency plans.

Management  believes  it has an  effective  program in place to resolve the Year
2000 issue in a timely manner. However, should errors or disruptions in computer
service  occur,  the  Company  could  realize  losses.   Given  the  nature  and
uncertainty of such losses, the amounts cannot be reasonably determined.



<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.





















<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



November 13, 1998











<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





November 13, 1998






<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

<PAGE>


<TABLE> <S> <C>

<ARTICLE>                     7
<CIK>                         0000881453 
<NAME>                        ASLAC0998   
<MULTIPLIER>                  1 
<CURRENCY>                    U.S Dollars        
                                                         
<S>                                              <C>
<PERIOD-TYPE>                                     3-MOS
<FISCAL-YEAR-END>                                 DEC-31-1998
<PERIOD-START>                                    JAN-1-1998           
<PERIOD-END>                                      SEP-30-1998
<EXCHANGE-RATE>                                   1
<DEBT-HELD-FOR-SALE>                               132,385,354
<DEBT-CARRYING-VALUE>                              140,681,868
<DEBT-MARKET-VALUE>                                140,806,646
<EQUITIES>                                           6,872,319
<MORTGAGE>                                                   0
<REAL-ESTATE>                                                0
<TOTAL-INVEST>                                     148,111,620
<CASH>                                              22,687,636
<RECOVER-REINSURE>                                  12,125,256
<DEFERRED-ACQUISITION>                             692,244,653
<TOTAL-ASSETS>                                  15,617,683,435 <F1>
<POLICY-LOSSES>                                     70,970,783
<UNEARNED-PREMIUMS>                                          0
<POLICY-OTHER>                                               0
<POLICY-HOLDER-FUNDS>                                        0
<NOTES-PAYABLE>                                    213,000,000
                                        0
                                                  0
<COMMON>                                             2,000,000
<OTHER-SE>                                         225,478,153
<TOTAL-LIABILITY-AND-EQUITY>                    15,617,683,435 <F2>
                                              80,801
<INVESTMENT-INCOME>                                  8,140,502
<INVESTMENT-GAINS>                                     123,610
<OTHER-INCOME>                                         260,427 <F3>
<BENEFITS>                                          (2,017,320)
<UNDERWRITING-AMORTIZATION>                         59,460,341
<UNDERWRITING-OTHER>                                50,509,500
<INCOME-PRETAX>                                     41,793,541
<INCOME-TAX>                                         7,572,652
<INCOME-CONTINUING>                                          0
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                        34,220,889
<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 
     $14,698,628,982.
<F2> Included in Total Liabilities and Equity are Liabilities Related to 
     Separate Accounts of $14,698,628,982.
<F3> Other income includes annuity charges and fees of $133,729,829 and fee 
     income of $36,913,358.
</FN>

</TABLE>


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