SECURITY VARILIFE SEPARATE ACCOUNT SECURITY VARILIFE
N-30D, 1998-05-27
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<PAGE>
[SBG LOGO]
- --------------------------------------------------------------------------------
Security Benefit Life Insurance Company                700 SW Harrison St.
Security Benefit Group, Inc.                           Topeka, Kansas 66636-0001
Security Distributors, Inc.                            (785) 431-3000
Security Management Company, LLC

A LETTER FROM THE PRESIDENT

At  Security  Benefit  we  strive  for  the  optimum  in  financial   integrity,
operational  excellence  and core values.  Our  dedication to providing  quality
products and services is a never-ending  quest.  It's through these  commitments
that we  maintain a strong  financial  position  and  consistent  growth for the
protection and security of our policyholders and customers.

Capitalizing on opportunities and challenges,  1997 was a year of milestones for
Security Benefit.

*  Sales were up 5%
*  Profits were up 17%
*  Company assets rose 11%
*  Statutory equity rose 29%

We have long been positioned to meet the demand for flexible  annuities.  And we
took that one step  further in 1997 by  unveiling  Variflex  Signature.  Our new
variable annuity offers  opportunities for investors tired of low interest rates
and lack of control over their insurance investments.

Another  milestone for 1997 was FORTUNE magazine citing Security Benefit as "One
of the Best 100 Companies To Work for in America."  FORTUNE has discovered  what
our associates  already  know--that  Security  Benefit is a quality,  caring and
well-managed  place to work and grow. We understand  that  satisfied  people are
more  productive  people,  and that  translates to higher quality service to our
customers.

When it comes to quality service, 1997 was a banner season for Security Benefit.
DALBAR,  an  independent  research  firm that  rates the  service  standards  of
financial  services  organizations,  awarded us the first Quality Tested Service
Seal.  The award places  Security  Benefit at the pinnacle of superior  customer
service in the variable annuity industry.

As we move  forward,  our  sights  are set high to  continue  as a leader in the
financial  services  industry.  By  anticipating  evolving  needs and developing
appropriate solutions, we anticipate a prosperous and successful 1998.


HOWARD R. FRICKE

Howard R. Fricke
Chairman of the Board
and Chief Executive Officer

- --------------------------------------------------------------------------------

                               BOARD OF DIRECTORS

Howard R. Fricke
Chairman of the Board and CEO
Security Benefit Life Insurance Company
Topeka, Kansas

Thomas R. Clevenger
Wichita, Kansas

Sister Loretto Marie Colwell
President and CEO
St. Francis Hospital and Medical Center
Topeka, Kansas

John C. Dicus
Chairman of the Board
Capitol Federal Savings & Loan Association
Topeka, Kansas

Stephen J. Douglass
Chairman and CEO
Payless ShoeSource
Topeka, Kansas

William W. Hanna
President & Chief Operating Officer
Koch Industries
Wichita, Kansas

John E. Hayes, Jr.
Chairman of the Board and CEO
Western Resources, Inc.
Topeka, Kansas

Laird G. Noller
President
Noller Enterprises
Topeka, Kansas

Frank Sabatini
Chairman of the Board and CEO
Capital City Bank
Topeka, Kansas

Robert C. Wheeler
Chairman and CEO
Hill's Pet Nutrition, Inc.
Topeka, Kansas


NOTICE OF POLICYOWNERS' MEETING

We  encourage  you to attend the annual  meeting of  policyowners  to be held on
Tuesday,  June 2, 1998 at Security  Benefit Life,  700 SW Harrison St.,  Topeka,
Kansas at 2:00 p.m. Each policyowner is entitled to vote, either in person or by
proxy, on all matters coming before the meeting.  Proxies are available from the
corporate  secretary  and must be  returned at least 30 days prior to the annual
meeting.

For More Information Call 1-800-888-2461

This report is submitted only for the general  information of Varilife insurance
policyowners and is not authorized for distribution to the public.

Enclosed are December 1997  financial  reports for the variable  life  insurance
separate account.

www.securitybenefit.com
<PAGE>
                              Financial Statements

                       Security Varilife Separate Account

                     Years ended December 31, 1997 and 1996
                      With Report of Independent Auditors
<PAGE>
                       Security Varilife Separate Account
                              Financial Statements
                     Years Ended December 31, 1997 and 1996


                                    CONTENTS


Report of Independent Auditors..............................................   1

Audited Financial Statements
  Balance Sheet.............................................................   2
  Statements of Operations and Changes in Net Assets........................   4
  Notes to Financial Statements.............................................   6
<PAGE>
                         Report of Independent Auditors

The Contract Owners of Security Varilife Separate Account and
The Board of Directors of Security Benefit Life Insurance Company

We have audited the  accompanying  balance sheet of Security  Varilife  Separate
Account (the  Account) as of December 31, 1997,  and the related  statements  of
operations  and  changes  in net  assets for each of the two years in the period
then ended.  These financial  statements are the responsibility of the Account's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of investments owned as of December 31, 1997 by correspondence with
the custodian.  An audit also includes assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Security  Varilife  Separate
Account at December 31, 1997,  and the results of its  operations and changes in
its net assets for each of the two years in the period then ended in  conformity
with generally accepted accounting principles.

                                                               Ernst & Young LLP

Kansas City, Missouri
February 6, 1998

                                       1
<PAGE>
                       Security Varilife Separate Account
                                  Balance Sheet
                                December 31, 1997
            (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)


ASSETS

Investments:

  SBL Fund:

    Series A (Growth Series) - 44,927 shares at net asset value of
      $29.39 per share (cost, $1,187)..................................   $1,320

    Series B (Growth-Income Series) - 6,689 shares at net asset
      value of $41.60 per share (cost, $262)...........................      278

    Series C (Money Market Series) - 3,708 shares at net asset
      value of $12.53 per share (cost, $47)............................       46

    Series D (Worldwide Equity Series) - 37,006 shares at net
      asset value of $6.14 per share (cost, $237)......................      227

    Series E (High Grade Income Series) - 7,043 shares at net
      asset value of $12.25 per share (cost, $85)......................       86

    Series J (Emerging Growth Series) - 10,429 shares at net
      asset value of $21.33 per share (cost, $198).....................      222

    Series K (Global Aggressive Bond Series) - 2,400 shares at
      net asset value of $10.07 per share (cost, $24)..................       24

    Series M (Specialized Asset Allocation Series) - 4,656 shares
      at net asset value of $12.29 per share (cost, $54)...............       57

    Series N (Managed Asset Allocation Series) - 2,250 shares at
      net asset value of $13.88 per share (cost, $25)..................       31

    Series O (Equity Income Series) - 17,137 shares at net asset
      value of $17.62 per share (cost, $242)...........................      302

    Series S (Social Awareness Series) - 1,101 shares at net
      asset value of $22.25 per share (cost, $22)......................       24
                                                                           -----
Total assets...........................................................   $2,617
                                                                           =====
                                       2
<PAGE>

NET ASSETS
Net assets are represented by (NOTE 3):

                                       NUMBER OF UNITS     UNIT VALUE     AMOUNT
                                       -----------------------------------------
Growth Series:
  Accumulation units..................     65,826            $20.06       $1,320

Growth-Income Series:
  Accumulation units..................     15,376             18.10          278

Money Market Series:
  Accumulation units..................      4,103             11.32           46

Worldwide Equity Series:
  Accumulation units..................     17,958             12.65          227

High Grade Income Series:
  Accumulation units..................      6,911             12.49           86

Emerging Growth Series:
  Accumulation units..................     13,733             16.20          222

Global Aggressive Bond Series:
  Accumulation units..................      1,937             12.48           24

Specialized Asset Allocation Series:
  Accumulation units..................      4,552             12.57           57

Managed Asset Allocation Series:
  Accumulation units..................      2,251             13.87           31

Equity Income Series:
  Accumulation units..................     17,299             17.46          302

Social Awareness Series:
  Accumulation units..................      1,384             17.70           24
                                                                           -----
Total net assets.......................                                   $2,617
                                                                           =====

SEE ACCOMPANYING NOTES.
                                       3
<PAGE>
                       Security Varilife Separate Account
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1997
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                GROWTH-   MONEY    WORLDWIDE   HIGH GRADE   EMERGING
                                                                      GROWTH    INCOME    MARKET    EQUITY       INCOME      GROWTH
                                                                      SERIES    SERIES    SERIES    SERIES       SERIES      SERIES
                                                                      --------------------------------------------------------------
<S>                                                                   <C>        <C>      <C>        <C>          <C>         <C> 
Dividend distributions.............................................   $    5     $  5     $   3      $  4         $ 5         $  1
Expenses (NOTE 2):
  Mortality and expense risk fee...................................       (7)      (2)      ---        (2)         (1)          (2)
  Administrative fee and insurance costs...........................      (77)     (21)      (10)      (28)         (5)         (31)
                                                                      --------------------------------------------------------------
Net investment gain (loss).........................................      (79)     (18)       (7)      (26)         (1)         (32)

Capital gain distributions.........................................       49       13       ---        10         ---            5
Realized gain (loss) on investments................................       43       11        (1)        8         ---           15
Unrealized appreciation (depreciation) on investments..............       89       10       ---       (13)          2           16
                                                                      --------------------------------------------------------------
Net realized and unrealized gain (loss) on investments.............      181       34        (1)        5           2           36
                                                                      --------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations....      102       16        (8)      (21)          1            4
Net assets at beginning of year....................................      502      113        31       150          69          157
Variable account deposits (NOTES 2 AND 3)..........................      752      153       426       124          18          108
Terminations and withdrawals (NOTES 2 AND 3).......................      (36)      (4)     (403)      (26)         (2)         (47)
                                                                      --------------------------------------------------------------
Net assets at end of year..........................................   $1,320     $278     $  46      $227         $86         $222
                                                                      ==============================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                    SPECIALIZED
                                                                        GLOBAL        ASSET       MANAGED ASSET   EQUITY    SOCIAL
                                                                      AGGRESSIVE    ALLOCATION     ALLOCATION     INCOME   AWARENESS
                                                                      BOND SERIES     SERIES         SERIES       SERIES    SERIES
                                                                      --------------------------------------------------------------
<S>                                                                      <C>           <C>            <C>         <C>        <C>
Dividend distributions.............................................      $  2          $  1           $---        $  2       $---
Expenses (NOTE 2):
  Mortality and expense risk fee...................................       ---           ---            ---          (2)       ---
  Administrative fee and insurance costs...........................        (1)           (3)            (1)        (13)        (1)
                                                                      --------------------------------------------------------------
Net investment gain (loss).........................................         1            (2)            (1)        (13)        (1)

Capital gain distributions.........................................         1             1            ---           3          1
Realized gain (loss) on investments................................       ---           ---            ---           4        ---
Unrealized appreciation (depreciation) on investments..............        (1)            1              4          46          2
                                                                      --------------------------------------------------------------
Net realized and unrealized gain (loss) on investments.............       ---             2              4          53          3
                                                                      --------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations....         1           ---              3          40          2
Net assets at beginning of year....................................        13            36             23         141         12
Variable account deposits (NOTES 2 AND 3)..........................        10            21              5         121         13
Terminations and withdrawals (NOTES 2 AND 3).......................       ---           ---            ---         ---         (3)
                                                                      --------------------------------------------------------------
Net assets at end of year..........................................      $ 24          $ 57           $ 31        $302       $ 24
                                                                      ==============================================================
</TABLE>
SEE ACCOMPANYING NOTES.
                                       4
<PAGE>
                       Security Varilife Separate Account
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1996
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                               GROWTH-   MONEY    WORLDWIDE   HIGH GRADE   EMERGING
                                                                      GROWTH   INCOME    MARKET    EQUITY       INCOME      GROWTH
                                                                      SERIES   SERIES    SERIES    SERIES       SERIES      SERIES
                                                                      -------------------------------------------------------------
<S>                                                                   <C>       <C>      <C>        <C>         <C>          <C> 
Dividend distributions.............................................   $  3      $  2     $   1      $  3        $  3         $---
Expenses (NOTE 2):
  Mortality and expense risk fee...................................     (3)       (1)       (1)       (1)        ---           (1)
  Administrative fee and insurance costs...........................    (31)      (10)       (7)       (9)         (4)         (15)
                                                                      -------------------------------------------------------------
Net investment loss................................................    (31)       (9)       (7)       (7)         (1)         (16)

Capital gains distributions........................................     19         9       ---         3         ---            4
Realized gain on investments.......................................     14         5         3         2         ---            2
Unrealized appreciation (depreciation) on investments..............     32        (3)       (1)        3          (3)           8
                                                                      -------------------------------------------------------------
Net realized and unrealized gain (loss) on investments.............     65        11         2         8          (3)          14
                                                                      -------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations....     34         2        (5)        1          (4)          (2)
Net assets at beginning of year....................................    201        61       143        17          39           53
Variable account deposits (NOTES 2 AND 3)..........................    278        57       401       133          34          112
Terminations and withdrawals (NOTES 2 AND 3).......................    (11)       (7)     (508)       (1)        ---           (6)
                                                                      -------------------------------------------------------------
Net assets at end of year..........................................   $502      $113     $  31      $150        $ 69         $157
                                                                      =============================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                    SPECIALIZED
                                                                        GLOBAL         ASSET      MANAGED ASSET   EQUITY    SOCIAL
                                                                      AGGRESSIVE    ALLOCATION     ALLOCATION     INCOME   AWARENESS
                                                                      BOND SERIES      SERIES        SERIES       SERIES    SERIES
                                                                      --------------------------------------------------------------
<S>                                                                      <C>           <C>            <C>         <C>        <C>
Dividend distributions.............................................      $  1          $---           $---        $---       $---
Expenses (NOTE 2):
  Mortality and expense risk fee...................................       ---           ---            ---          (1)       ---
  Administrative fee and insurance costs...........................        (1)           (1)           ---          (2)       ---
                                                                      --------------------------------------------------------------
Net investment loss................................................       ---            (1)           ---          (3)       ---

Capital gains distributions........................................       ---           ---            ---         ---        ---
Realized gain on investments.......................................       ---           ---            ---         ---          1
Unrealized appreciation (depreciation) on investments..............         1             3              2          14        ---
                                                                      --------------------------------------------------------------
Net realized and unrealized gain (loss) on investments.............         1             3              2          14          1
                                                                      --------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations....         1             2              2          11          1
Net assets at beginning of year....................................       ---             1            ---         ---          3
Variable account deposits (NOTES 2 AND 3)..........................        12            34             21         130         13
Terminations and withdrawals (NOTES 2 AND 3).......................       ---            (1)           ---         ---         (5)
                                                                      --------------------------------------------------------------
Net assets at end of year..........................................      $ 13          $ 36           $ 23        $141       $ 12
                                                                      ==============================================================
</TABLE>
SEE ACCOMPANYING NOTES.
                                       5
<PAGE>
                       Security Varilife Separate Account
                          Notes to Financial Statements
                           December 31, 1997 and 1996


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security  Varilife  Separate  Account  (the  Account)  is a separate  account of
Security  Benefit Life Insurance  Company (SBL).  The Account is registered as a
unit investment trust under the Investment Company Act of 1940, as amended.  All
activity  in the account  relates to Security  Elite  Benefit,  a variable  life
product  sold by SBL.  Deposits  received by the Account are invested in the SBL
Fund, a mutual fund not  otherwise  available to the public.  As directed by the
owners, amounts deposited may be invested in shares of Series A (Growth Series -
emphasis on capital appreciation),  Series B (Growth-Income Series - emphasis on
capital appreciation with secondary emphasis on income),  Series C (Money Market
Series - emphasis on capital  preservation  while generating  interest  income),
Series D (Worldwide Equity Series - emphasis on long-term capital growth through
investment  in foreign and domestic  common  stocks and  equivalents),  Series E
(High  Grade  Income  Series -  emphasis  on current  income  with  security  of
principal),   Series  J   (Emerging   Growth   Series  -  emphasis   on  capital
appreciation),  Series K  (Global  Aggressive  Bond  Series -  emphasis  on high
current  income  with  secondary  emphasis  on capital  appreciation),  Series M
(Specialized  Asset Allocation Series - emphasis on high total return consisting
of capital appreciation and current income),  Series N (Managed Asset Allocation
Series - emphasis on high level of total return), Series O (Equity Income Series
- - emphasis on substantial dividend income and capital appreciation) and Series S
(Social Awareness Series - emphasis on capital appreciation).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management Company, LLC (SMC), a
limited  liability company  controlled by its members,  SBL and Security Benefit
Group,  Inc.,  a  wholly-owned  subsidiary  of SBL.  SMC has  engaged  Lexington
Management Corporation to provide sub-advisory services for the Worldwide Equity
Series and Global  Aggressive  Bond Series,  T. Rowe Price  Associates,  Inc. to
provide  sub-advisory  services for the Managed Asset Allocation  Series and the
Equity Income Series and Meridian Investment  Management  Corporation to provide
sub-advisory services for the Specialized Asset Allocation Series.

                                       6
<PAGE>
                       Security Varilife Separate Account
                    Notes to Financial Statements (continued)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENT VALUATION

Investments  in mutual fund  shares are  carried in the balance  sheet at market
value (net asset value of the underlying  mutual fund). The first-in,  first-out
cost method is used to determine  gains and losses.  Security  transactions  are
accounted for on the trade date.

The cost of  investments  purchased and proceeds from  investments  sold were as
follows:

                                            1997                   1996
                                    ---------------------  ---------------------
                                     COST OF    PROCEEDS    COST OF    PROCEEDS
                                    PURCHASES  FROM SALES  PURCHASES  FROM SALES
                                    ---------  ----------  ---------  ----------
                                                   (IN THOUSANDS)
Growth Series.......................  $847        $161       $312        $ 56
Growth-Income Series................   186          42         70          20
Money Market Series.................   436         420        426         543
Worldwide Equity Series.............   156          74        144          15
High Grade Income Series............    24           9         38           5
Emerging Growth Series..............   127          93        124          30
Global Aggressive Bond Series.......    14           2         13           1
Specialized Asset Allocation Series.    24           4         35           2
Managed Asset Allocation Series.....     5           1         22           1
Equity Income Series................   128          17        131           4
Social Awareness Series.............    17           7         14           6

REINVESTMENT OF DIVIDENDS

Dividend and capital gain  distributions  paid by the mutual fund to the Account
are reinvested in additional shares of each respective  Series.  Dividend income
and capital gain distributions are recorded as income on the ex-dividend date.

FEDERAL INCOME TAXES

Under  current  law, no federal  income  taxes are payable  with  respect to the
Account.

                                       7
<PAGE>
                       Security Varilife Separate Account
                    Notes to Financial Statements (continued)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

2.  SECURITY VARILIFE SEPARATE ACCOUNT CONTRACT CHARGES

SBL deducts a daily administrative charge equal to an annual rate of .35% of the
average daily net assets of each account. Mortality and expense risks assumed by
SBL are  compensated  for by a fee  equivalent  to an annual rate of .90% of the
average daily net assets of each account.

A deduction  for cost of  insurance  and cost of any riders also is made monthly
and is equal to a current cost of insurance rate multiplied by the net amount at
risk under a policy at the beginning of the policy month. The net amount at risk
for these  purposes  is equal to the  amount  of death  benefit  payable  at the
beginning of the policy month divided by 1.0032737 less the accumulated value at
the  beginning  of the month.  These  charges  amounted to $185,000  and $78,000
during 1997 and 1996, respectively.

When  applicable,  an amount for state and local  premium taxes is deducted from
each premium payment as provided by pertinent state law.

                                       8
<PAGE>
                       Security Varilife Separate Account
                    Notes to Financial Statements (continued)


3.  SUMMARY OF UNIT TRANSACTIONS

                                                                    UNITS
                                                              ------------------
                                                              1997          1996
                                                              ------------------
                                                                (IN THOUSANDS)
Growth Series:
  Account deposits.........................................    40            19
  Terminations, withdrawals and expenses...................     6             3

Growth-Income Series:
  Account deposits.........................................    10             4
  Terminations, withdrawals and expenses...................     2             1

Money Market Series:
  Account deposits.........................................    38            37
  Terminations, withdrawals and expenses...................    37            48

Worldwide Equity Series:
  Account deposits.........................................    10            12
  Terminations, withdrawals and expenses...................     4             1

High Grade Income Series:
  Account deposits.........................................     2             3
  Terminations, withdrawals and expenses...................     1            --

Emerging Growth Series:
  Account deposits.........................................     7             9
  Terminations, withdrawals and expenses...................     5             2

Global Aggressive Bond Series:
  Account deposits.........................................     1             1
  Terminations, withdrawals and expenses...................    --            --

Specialized Asset Allocation Series:
  Account deposits.........................................     2             3
  Terminations, withdrawals and expenses...................    --            --

Managed Asset Allocation Series:
  Account deposits.........................................    --             2
  Terminations, withdrawals and expenses...................    --            --

Equity Income Series:
  Account deposits.........................................     8            10
  Terminations, withdrawals and expenses...................     1            --

Social Awareness Series:
  Account deposits.........................................     1             1
  Terminations, withdrawals and expenses...................    --            --

                                       9


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