VARIFLEX LS
N-30D, 2000-05-24
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<PAGE>
VARIFLEX LS(R) AND VARIFLEX SIGNATURE(R)
================================================================================
ANNUITY VIII
1999 ANNUAL REPORT


[SBL LOGO]
SECURITY BENEFIT LIFE
INSURANCE COMPANY
A Member of The Security Benefit
Group of Companies
<PAGE>
A MESSAGE FROM SECURITY BENEFIT

SECURITY BENEFIT GROUP KNOWS WALL STREET AND MAIN STREET

In 1999, Security Benefit Life Insurance Company had another year of outstanding
financial   results.   The  driving  forces  behind  our  tremendous   financial
performance were consumers'  demand for individual  retirement  products and the
extension of our money management and customer service competencies.

As consumers focus on their future, they look to SBL as a partner for developing
personal  retirement  strategies.  Our core  competencies--money  management and
customer  service--are  very solid and the  cornerstone of our stronghold in the
market segments.

SECURITY BENEFIT IS A CLEAR CHOICE

There are many  qualities  that make  partnering  with Security  Benefit a clear
choice:

*  variety of retirement products
*  cutting edge service
*  pool of flexible and responsive employees
*  rich heritage of innovation and creativity
*  a rock solid financial foundation
*  a strong risk management philosophy

However,  if we were asked to capture  what  makes  partnering  with SBL a clear
choice in one sentence, here's what we'd say--Security Benefit knows Wall Street
and Main Street.

Wall Street and Main Street are among the most  famous  streets in America,  but
they're  known  better for their  characteristics  rather  than their  location.
Everyone  knows that Wall  Street is in New York,  but Wall Street is more of an
adjective  today than it is a noun.  What are the  characteristics  of something
that's Wall Street-like? It's fast paced, risky and high stress.

Likewise, Main Street has become an adjective.  The characteristics of something
that's Main  Street-like are being friendly,  courteous,  relaxed,  and having a
real interest and concern for your neighbor.

Knowledge of both streets is one of our  competitive  advantages and it's why we
are positioned for strong growth in the future.

SECURITY BENEFIT KNOWS WALL STREET

Even though SBL operates out of America's Heartland in Topeka, Kansas--the exact
opposite of the Wall Street-like  atmosphere--we know Wall Street because of our
experience, technology and people.

EXPERIENCE.  We've been in the equities business for a long time. SBL was one of
the first in the  industry to  introduce  a variable  annuity and we were on the
front end of the mutual fund  explosion.*  We're as  interested in the return of
customers' investments as we are in the return on customers' investments.

TECHNOLOGY.  In today's computer age, we receive  financial news and information
at the same time as any other Wall Street professional.  When that one important
announcement  comes across the wire, we receive the information in real time and
our money managers can react appropriately.

PEOPLE.  There's  an  abundance  of  investment  talent and  expertise  grown in
America's  breadbasket  and SBL  attracts  its fair share.  Here,  our talent is
moderately  insulated  from the steady stream of Wall Street noise,  so they can
focus on what they do best--manage money.

SECURITY BENEFIT KNOWS MAIN STREET

In order to survive in the financial  services  industry  today,  you need to be
good at providing three things:

*  products with good performance
*  competitive product pricing
*  good customer service

But,  in order to thrive in the  industry,  you need to be great at one of those
things.

At  Security  Benefit,  we've  got  good  products  with  good  performance  and
competitively  priced.  But,  we've  made a  conscious  decision  to be great at
customer service.  In 1999,  Dalbar,  Inc.  recognized  Security Benefit for its
great customer service--again.

Where does our ability to provide  outstanding  service stem from? It stems from
everyone at Security Benefit having a deep knowledge of Main Street. Main Street
is  part  of  Americana.  Our  goal  is to  provide  customers  the  high-touch,
personalized service you receive when you enter an establishment on Main Street,
USA.

In the year 2000 and beyond,  we will  invest in  initiatives  that  enhance the
value we offer to customers and make  partnering  with Security  Benefit an even
clearer choice. Thanks for choosing Security Benefit in 1999.

*Variable annuities and mutual funds distributed by Security Distributors, Inc.
<PAGE>
BOARD OF DIRECTORS

HOWARD R. FRICKE
CHAIRMAN OF THE BOARD AND CEO
Security Benefit Life Insurance Company
Topeka, Kansas

KRIS A. ROBBINS
PRESIDENT AND COO
Security Benefit Life Insurance Company
Topeka, 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

STEVEN J. DOUGLASS
CHAIRMAN AND CEO
Payless ShoeSource
Topeka, Kansas

WILLIAM W. HANNA
VICE CHAIRMAN
Koch Industries
Wichita, Kansas

JOHN E. HAYES, JR.
CHAIRMAN OF THE BOARD AND CEO (Ret.)
Western Resources, Inc.
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 MEETING OF MEMBERS

The annual meeting of members of Security  Benefit  Mutual Holding  Company (the
"Mutual Holding  Company") will be held on June 6, 2000, at 700 SW Harrison St.,
Topeka,  Kansas,  at 1:00  p.m.  Each  owner of an  insurance  policy  issued by
Security  Benefit  Life  Insurance  Company  is a member of the  Mutual  Holding
Company and 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 no later than May 31, 2000.

This report is submitted only for the general  information  of Security  Benefit
Life Variable Annuity  contractowners and participants and is not authorized for
distribution to the public.

For More Information Call
1-800-888-2461

www.securitybenefit.com
<PAGE>
                         Report of Independent Auditors


The Contract Owners of Variable Annuity
  Account VIII and The Board of Directors of
  Security Benefit Life Insurance Company

We have  audited the  accompanying  individual  and combined  balance  sheets of
Variable  Annuity Account VIII (comprised of the individual  series as indicated
therein) as of December 31, 1999,  and the related  statements of operations and
changes  in net  assets for the year then  ended,  except  for those  individual
series  operating  for  portions  of a  period  as  disclosed  in the  financial
statements.  These  financial  statements  are the  responsibility  of  Security
Benefit Life Insurance Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. 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, 1999,
by correspondence  with the transfer agent. 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
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the individual and combined  financial  position of the
individual series of Variable Annuity Account VIII at December 31, 1999, and the
individual  and combined  results of their  operations  and changes in their net
assets for the periods described above in conformity with accounting  principles
generally accepted in the United States.

                                                               Ernst & Young LLP

February 4, 2000
<PAGE>
VARIABLE ANNUITY ACCOUNT VIII
================================================================================
BALANCE SHEETS                                                 DECEMBER 31, 1999
- --------------------------------------------------------------------------------
ASSETS                 (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)

Investments:
  SBL Fund:
    Series A (Growth Series) - 3,931,698 shares at net
      asset value of $35.51 per share (cost, $131,345)...............   $139,615
    Series B (Growth-Income Series) - 2,535,426 shares at
      net asset value of $24.39 per share (cost, $70,213)............     61,840
    Series C (Money Market Series) - 2,529,840 shares at
      net asset value of $12.04 per share (cost, $31,580)............     30,460
    Series D (Worldwide Equity Series) - 7,291,536 shares
      at net asset value of $9.08 per share (cost, $50,226)..........     66,207
    Series E (High Grade Income Series) - 3,138,393 shares
      at net asset value of $10.55 per share (cost, $36,564).........     33,110
    Series J (Mid Cap Series) - 1,795,683 shares at net
      asset value of $30.15 per share (cost, $39,517)................     54,140
    Series K (Global Strategic Income Series) - 431,332 shares
      at net asset value of $9.61 per share (cost, $4,306)...........      4,145
    Series M (Global Total Return Series) - 1,069,288 shares
      at net asset value of $13.09 per share (cost, $13,392).........     13,997
    Series N (Managed Asset Allocation Series) - 2,577,097 shares
      at net asset value of $16.94 per share (cost, $40,294).........     43,656
    Series O (Equity Income Series) - 3,754,724 shares at
      net asset value of $17.27 per share (cost, $67,179)............     64,844
    Series P (High Yield Series) - 877,852 shares at net
      asset value of $15.51 per share (cost, $14,865)................     13,616
    Series S (Social Awareness Series) - 1,422,593 shares at
      net asset value of $31.71 per share (cost, $40,819)............     45,110
    Series V (Value Series) - 1,755,522 shares at net
      asset value of $16.73 per share (cost, $26,599)................     29,370
    Series X (Small Cap Series) - 955,125 shares at net
      asset value of $19.40 per share (cost, $13,468)................     18,529
    Series H (Enhanced Index Series) - 524,023 shares at
      net asset value of $11.15 per share (cost, $5,450).............      5,843
    Series I (International Series) - 129,020 shares at
      net asset value of $13.00 per share (cost, $1,382).............      1,677
    Series Y (Select 25 Series) - 1,007,296 shares at net
      asset value of $12.37 per share (cost, $11,315)................     12,460
                                                                        --------
Combined assets......................................................   $638,619
                                                                        ========

                            See accompanying notes.
<PAGE>
VARIABLE ANNUITY ACCOUNT VIII
================================================================================
BALANCE SHEETS (CONTINUED)                                     DECEMBER 31, 1999
- --------------------------------------------------------------------------------
NET ASSETS             (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)

Net assets are represented by (NOTE 3):
                                         NUMBER     UNIT
                                        OF UNITS    VALUE     AMOUNT
                                        -----------------------------
Growth Series:
     Accumulation units..............   5,225,093   $26.71   $139,589
     Annuity units...................         990    26.71         26   $139,615
                                                              -------

Growth-Income Series:
     Accumulation units..............   3,145,165    19.65     61,815
     Annuity units...................       1,250    19.65         25     61,840
                                                             --------

Money Market Series:
     Accumulation units..............   2,554,229    11.89     30,375
     Annuity units...................       7,193    11.89         85     30,460
                                                             --------

Worldwide Equity Series:
     Accumulation units..............   2,659,740    24.88     66,188
     Annuity units...................         786    24.88         19     66,207
                                                             --------

High Grade Income Series:
     Accumulation units..............   2,665,337    12.40     33,054
     Annuity units...................       4,505    12.40         56     33,110
                                                             --------

Mid Cap Series:
     Accumulation units..............   1,782,076    30.38                54,140

Global Strategic Income Series:
     Accumulation units..............     316,616    13.07      4,138
     Annuity units...................         511    13.07          7      4,145
                                                             --------

Global Total Return Series:
     Accumulation units..............     891,708    15.63     13,936
     Annuity units...................       3,898    15.63         61     13,997
                                                             --------

Managed Asset Allocation Series:
     Accumulation units..............   2,496,544    17.46     43,597
     Annuity units...................       3,351    17.46         59     43,656
                                                             --------

Equity Income Series:
     Accumulation units..............   3,406,579    19.00     64,733
     Annuity units...................       5,858    19.00        111     64,844
                                                             --------

High Yield Series:
     Accumulation units..............   1,097,807    12.35     13,553
     Annuity units...................       5,082    12.35         63     13,616
                                                             --------

Social Awareness Series:
     Accumulation units..............   1,693,412    26.64                45,110

Value Series:
     Accumulation units..............   1,674,949    17.53     29,354
     Annuity units...................         915    17.53         16     29,370
                                                             --------

Small Cap Series:
     Accumulation units..............     955,644    19.39                18,529

Enhanced Index Series:
     Accumulation units..............     525,132    11.13                 5,843

International Series:
     Accumulation units..............     130,239    12.88                 1,677

Select 25 Series:
     Accumulation units..............   1,016,866    12.25                12,460
                                                                         -------

Combined net assets..................                                   $638,619
                                                                         =======

                            See accompanying notes.
<PAGE>
<TABLE>
VARIABLE ANNUITY ACCOUNT VIII
====================================================================================================================================
STATEMENTS OF OPERATIONS AND
CHANGES IN NET ASSETS                                                                                   YEAR ENDED DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     (IN THOUSANDS)(EXCEPT AS NOTED)
<CAPTION>
                                                                                                                HIGH
                                                                          GROWTH-      MONEY      WORLDWIDE    GRADE
                                                              GROWTH      INCOME       MARKET      EQUITY      INCOME      MID CAP
                                                              SERIES      SERIES       SERIES      SERIES      SERIES      SERIES
                                                             ----------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>          <C>         <C>         <C>
Dividend distributions....................................   $    962    $  1,317    $   2,657    $    ---    $  3,984    $    ---
Expenses (NOTE 2):
  Mortality and expense risk fee..........................     (1,610)       (821)        (412)       (560)       (439)       (408)
  Administrative fee......................................       (193)        (99)         (49)        (67)        (53)        (49)
                                                             ----------------------------------------------------------------------
Net investment income (loss)..............................       (841)        397        2,196        (627)      3,492        (457)

Capital gains distributions...............................      3,951      22,439          ---       6,029         ---       5,129
Realized gain (loss) on investments.......................      9,542     (15,786)         133       1,955      (1,114)      1,439
Unrealized appreciation (depreciation) on investments.....     (4,690)     (7,171)      (1,294)     13,769      (4,171)     11,755
                                                             ----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments....      8,803        (518)      (1,161)     21,753      (5,285)     18,323
                                                             ----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
  operations..............................................      7,962        (121)       1,035      21,126      (1,793)     17,866
Net assets at beginning of year...........................    119,792      61,973       24,170      37,711      31,584      27,973
Variable annuity deposits (NOTES 2 AND 3).................     96,312      24,141      131,833      30,389      21,282      35,584
Terminations and withdrawals (NOTES 2 AND 3)..............    (84,430)    (24,103)    (126,576)    (23,007)    (17,926)    (27,263)
Annuity payments (NOTES 2 AND 3)..........................        (21)        (50)          (2)        (12)        (40)        (20)
Mortality adjustment......................................        ---         ---          ---         ---           3         ---
                                                             ----------------------------------------------------------------------
Net assets at end of year.................................   $139,615    $ 61,840    $  30,460    $ 66,207    $ 33,110    $ 54,140
                                                             ======================================================================
</TABLE>
                                                      See accompanying notes.
<PAGE>
<TABLE>
VARIABLE ANNUITY ACCOUNT VIII
====================================================================================================================================
STATEMENTS OF OPERATIONS AND
CHANGES IN NET ASSETS (CONTINUED)                                                                       YEAR ENDED DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     (IN THOUSANDS)(EXCEPT AS NOTED)
<CAPTION>
                                                              GLOBAL      GLOBAL      MANAGED
                                                             STRATEGIC    TOTAL       ASSET       EQUITY      HIGH       SOCIAL
                                                              INCOME      RETURN    ALLOCATION    INCOME      YIELD     AWARENESS
                                                              SERIES      SERIES      SERIES      SERIES      SERIES     SERIES
                                                             --------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>         <C>         <C>        <C>
Dividend distributions....................................   $   ---     $   481     $  1,415    $  2,166    $ 1,145    $    198
Expenses (NOTE 2):
  Mortality and expense risk fee..........................       (54)       (175)        (494)       (870)      (172)       (470)
  Administrative fee......................................        (6)        (20)         (59)       (104)       (21)        (56)
                                                             --------------------------------------------------------------------
Net investment income (loss)..............................       (60)        286          862       1,192        952        (328)

Capital gains distributions...............................        29       1,066          ---       3,569         80       1,275
Realized gain (loss) on investments.......................      (156)        120        2,380       2,885       (317)      4,221
Unrealized appreciation (depreciation) on investments.....       163         140         (104)     (6,512)      (759)        401
                                                             --------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments....        36       1,326        2,276         (58)      (996)      5,897
                                                             --------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
  operations..............................................       (24)      1,612        3,138       1,134        (44)      5,569
Net assets at beginning of year...........................     4,786      14,854       31,197      66,740     11,754      26,286
Variable annuity deposits (NOTES 2 AND 3).................     1,038       2,288       19,578      22,974     10,480      31,982
Terminations and withdrawals (NOTES 2 AND 3)..............    (1,654)     (4,742)     (10,217)    (25,943)    (8,563)    (18,717)
Annuity payments (NOTES 2 AND 3)..........................        (1)        (18)         (43)        (64)       (11)        (10)
Mortality adjustment......................................       ---           3            3           3        ---         ---
                                                             --------------------------------------------------------------------
Net assets at end of year.................................   $ 4,145     $13,997     $ 43,656    $ 64,844    $13,616    $ 45,110
                                                             ====================================================================
</TABLE>
                                                      See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                         SMALL     ENHANCED
                                                              VALUE       CAP       INDEX     INTERNATIONAL   SELECT 25
                                                              SERIES     SERIES    SERIES*       SERIES*       SERIES*     COMBINED
                                                             -----------------------------------------------------------------------
<S>                                                          <C>        <C>        <C>           <C>          <C>         <C>
Dividend distributions....................................   $    90    $     7    $   20        $  ---       $   ---     $  14,442
Expenses (NOTE 2):
  Mortality and expense risk fee..........................      (276)       (76)      (18)           (5)          (37)       (6,897)
  Administrative fee......................................       (33)        (9)       (2)           (1)           (5)         (826)
                                                             -----------------------------------------------------------------------
Net investment income (loss)..............................      (219)       (78)      ---            (6)          (42)        6,719

Capital gains distributions...............................     1,081        466        19           ---           ---        45,133
Realized gain (loss) on investments.......................     1,038        917        39            26           234         7,556
Unrealized appreciation (depreciation) on investments.....     1,651      4,782       393           295         1,145         9,793
                                                             -----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments....     3,770      6,165       451           321         1,379        62,482
                                                             -----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
  operations..............................................     3,551      6,087       451           315         1,337        69,201
Net assets at beginning of year...........................    16,615      2,949       ---           ---           ---       478,384
Variable annuity deposits (NOTES 2 AND 3).................    16,203     12,402     6,184         1,515        12,364       476,549
Terminations and withdrawals (NOTES 2 AND 3)..............    (6,983)    (2,909)     (792)         (153)       (1,241)     (385,219)
Annuity payments (NOTES 2 AND 3)..........................       (16)       ---       ---           ---           ---          (308)
Mortality adjustment......................................       ---        ---       ---           ---           ---            12
                                                             -----------------------------------------------------------------------
Net assets at end of year.................................   $29,370    $18,529    $5,843        $1,677       $12,460     $ 638,619
                                                             =======================================================================
</TABLE>
*For the period May 3, 1999 (inception date) through December 31, 1999

                                                      See accompanying notes.
<PAGE>
VARIABLE ANNUITY ACCOUNT VIII
================================================================================
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION  -- Variable  Annuity  Account VIII (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.  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 (Mid Cap Series - emphasis on
    capital  appreciation),  Series K (Global Strategic Income Series - emphasis
    on high current  income with  secondary  emphasis on capital  appreciation),
    Series M  (Global  Total  Return  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), Series P (High Yield Series - emphasis on high current income
    with secondary emphasis on capital appreciation through investment in higher
    yielding, higher risk debt securities),  Series S (Social Awareness Series -
    emphasis  on capital  appreciation),  Series V (Value  Series - emphasis  on
    long-term  growth of  capital),  Series X (Small Cap  Series -  emphasis  on
    long-term growth of capital),  Series H (Enhanced Index Series - emphasis on
    capital  appreciation  consistent with  performance of the Standard & Poor's
    500 Composite Index), Series I (International Series - emphasis on long-term
    capital  appreciation  from  investment in foreign  equity  securities)  and
    Series Y (Select 25 Series - emphasis on long-term capital appreciation from
    a concentration of 20 to 30 common stocks). During 1999, The former Emerging
    Growth  Series,   Global   Aggressive  Bond  Series  and  Specialized  Asset
    Allocation  Series  were  renamed Mid Cap Series,  Global  Strategic  Income
    Series, and Global Total Return Series, respectively.

    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  T. Rowe Price  Associates,  Inc.  to provide  sub-advisory
    services  for the  Managed  Asset  Allocation  Series and the Equity  Income
    Series; Strong Capital Management, Inc. to provide sub-advisory services for
    the  Small  Cap  Series;  OppenheimerFunds,  Inc.  to  provide  sub-advisory
    services  for the  Worldwide  Equity  Series and Banker's  Trust  Company to
    provide  sub-advisory  services  for  the  Enhanced  Index  Series  and  the
    International Series.  Meridian Investment Management Corporation (Meridian)
    served as subadvisor for the Global  Strategic  Income Series and the Global
    Total  Return  Series  until May 15,  1999,  when  Meridian  was replaced by
    Wellington Management.

    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 for the
    year ended December 31 were as follows (In Thousands):

                                                   COST OF     PROCEEDS
                                                  PURCHASES   FROM SALES
                                                  ---------   ----------

            Growth Series......................   $110,294     $95,323
            Growth-Income Series...............     51,329      28,505
            Money Market Series................     46,835      39,384
            Worldwide Equity Series............     38,609      25,837
            High Grade Income Series...........     27,128      20,320
            Mid Cap Series.....................     43,340      30,367
            Global Strategic Income Series.....      1,176       1,824
            Global Total Return Series.........      4,004       5,125
            Managed Asset Allocation Series....     23,307      13,127
            Equity Income Series...............     31,491      29,763
            High Yield Series..................     12,251       9,312
            Social Awareness Series............     36,615      22,413
            Value Series.......................     18,676       8,611
            Small Cap Series...................     13,575       3,694
            Enhanced Index Series..............      6,451       1,040
            International Series...............      1,558         202
            Select 25 Series...................     12,962       1,881

    ANNUITY  RESERVES -- Annuity  reserves relate to contracts that have matured
    and are in the payout  stage.  Such  reserves  are  computed on the basis of
    published  mortality  tables using assumed  interest rates that will provide
    reserves as prescribed by law. In cases where the payout option  selected is
    life  contingent,   SBL  periodically   recalculates  the  required  annuity
    reserves,  and any resulting adjustment is either charged or credited to SBL
    and not to the Account.

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

    FEDERAL  INCOME  TAXES -- The  operations  of the  Account are a part of the
    operations of SBL.  Under current law, no federal income taxes are allocated
    by SBL to the operations of the Account.

    USE OF ESTIMATES -- The  preparation  of financial  statements in conformity
    with accounting  principles generally accepted in the United States 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.  VARIABLE ANNUITY CONTRACT CHARGES

    SBL deducts an  administrative  fee equivalent to an annual rate of 0.15% of
    the average  daily net asset value of each  account.  Mortality  and expense
    risks assumed by SBL are  compensated  for by a fee  equivalent to an annual
    rate of 1.25% of the net asset value of each contract,  of which 0.7% is for
    assuming mortality risks and the remainder is for assuming expense risks.

    When  applicable,  an amount for state premium taxes is deducted as provided
    by pertinent state law either from the purchase  payments or from the amount
    applied to effect an annuity at the time annuity payments commence.

3.  SUMMARY OF UNIT TRANSACTIONS (IN THOUSANDS)

                                                           UNITS
                                                           -----
    Growth Series:
      Variable annuity deposits........................    3,779
      Terminations, withdrawals and expense charges....    3,333

    Growth-Income Series:
      Variable annuity deposits........................    1,166
      Terminations, withdrawals and expense charges....    1,184

    Money Market Series:
      Variable annuity deposits........................   11,277
      Terminations, withdrawals and expense charges....   10,815

    Worldwide Equity Series:
      Variable annuity deposits........................    1,632
      Terminations, withdrawals and expense charges....    1,266

    High Grade Income Series:
      Variable annuity deposits........................    1,677
      Terminations, withdrawals and expense charges....    1,424

    Mid Cap Series:
      Variable annuity deposits........................    1,636
      Terminations, withdrawals and expense charges....    1,323

    Global Strategic Income Series:
      Variable annuity deposits........................       81
      Terminations, withdrawals and expense charges....      129

    Global Total Return Series:
      Variable annuity deposits........................      158
      Terminations, withdrawals and expense charges....      331

    Managed Asset Allocation Series:
      Variable annuity deposits........................    1,181
      Terminations, withdrawals and expense charges....      615

    Equity Income Series:
      Variable annuity deposits........................    1,177
      Terminations, withdrawals and expense charges....    1,336

    High Yield Series:
      Variable annuity deposits........................      841
      Terminations, withdrawals and expense charges....      689

    Social Awareness Series:
      Variable annuity deposits........................    1,316
      Terminations, withdrawals and expense charges....      764

    Value Series:
      Variable annuity deposits........................    1,002
      Terminations, withdrawals and expense charges....      437

    Small Cap Series:
      Variable annuity deposits........................      906
      Terminations, withdrawals and expense charges....      231

    Enhanced Index Series:
      Variable annuity deposits........................      600
      Terminations, withdrawals and expense charges....       75

    International Series:
      Variable annuity deposits........................      144
      Terminations, withdrawals and expense charges....       14

    Select 25 Series:
      Variable annuity deposits........................    1,126
      Terminations, withdrawals and expense charges....      109


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