Incorporated/Organized 12/03/1957 Commenced Business 09/02/1959. (Street and Number) Philadelphia, PA 19181,

Transcription

1 LIFE AND ACCIDENT AND HEALTH COMPANIES - ASSOCIATION EDITION QUARTERLY STATEMENT AS OF MARCH, 008 OF THE CONDITION AND AFFAIRS OF THE Colonial Penn Life Insurance Company NAIC Group Code 0 0 NAIC Company Code 6065 Employer's ID Number (Current) (Prior) Organized under the Laws of Pennsylvania, State of Domicile or Port of Entry Pennsylvania Country of Domicile United States of America Incorporated/Organized /0/957 Commenced Business 09/0/959 Statutory Home Office 99 Market Street, Philadelphia, PA 98 (Street and Number) (City or Town, State and Zip Code) Main Administrative Office 99 Market Street (Street and Number) Philadelphia, PA 98, (City or Town, State and Zip Code) (Area Code) (Telephone Number) Mail Address 99 Market Street, Philadelphia, PA 98 (Street and Number or P.O. Box) (City or Town, State and Zip Code) Primary Location of Books and Records 99 Market Street (Street and Number) Philadelphia, PA 98, (City or Town, State and Zip Code) (Area Code) (Telephone Number) Internet Web site Address Statutory Statement Contact Kirk Allen Anderson, (Name) (Area Code) (Telephone Number) Kirk_Anderson@conseco.com, ( Address) (FAX Number) OFFICERS President Gregory Richard Barstead Treasurer Todd Michael Hacker Secretary Karl William Kindig Actuary Rebecca Sue Ward-Ross OTHER Mark Edward Alberts Executive Vice President Eric Ronald Johnson Executive Vice President Steven Michael Stecher Executive Vice President William Mark Johnson Senior Vice President James Mark Crafton Vice President Gaetano John Fiordimondo Vice President DIRECTORS OR TRUSTEES Mark Edward Alberts Gregory Richard Barstead Thomas Donald Barta Edward John Bonach Gaetano John Fiordimondo John Robert Kline Scott Richard Perry State of County of Indiana Hamilton SS: The officers of this reporting entity being duly sworn, each depose and say that they are the described officers of said reporting entity, and that on the reporting period stated above, all of the herein described assets were the absolute property of the said reporting entity, free and clear from any liens or claims thereon, except as herein stated, and that this statement, together with related exhibits, schedules and explanations therein contained, annexed or referred to, is a full and true statement of all the assets and liabilities and of the condition and affairs of the said reporting entity as of the reporting period stated above, and of its income and deductions therefrom for the period ended, and have been completed in accordance with the NAIC Annual Statement Instructions and Accounting Practices and Procedures manual except to the extent that: () state law may differ; or, () that state rules or regulations require differences in reporting not related to accounting practices and procedures, according to the best of their information, knowledge and belief, respectively. Furthermore, the scope of this attestation by the described officers also includes the related corresponding electronic filing with the NAIC, when required, that is an exact copy (except for formatting differences due to electronic filing) of the enclosed statement. The electronic filing may be requested by various regulators in lieu of or in addition to the enclosed statement. Gregory Richard Barstead Karl William Kindig James Mark Crafton President Secretary Vice President, Financial Reporting a. Is this an original filing? Yes [ X ] No [ ] Subscribed and sworn to before me this b. If no, th day of May, 008. State the amendment number. filed. Number of pages attached Mary C. Untrauer Notary Public, State of Indiana, Hamilton County My Commission Expires January 8, 00

2 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY ASSETS Assets Current Statement 4 December Net Admitted Assets Prior Year Net Nonadmitted Assets (Cols. - ) Admitted Assets. Bonds. Stocks:. Preferred stocks. Common stocks. Mortgage loans on real estate:. First liens. Other than first liens 4. Real estate: 4. Properties occupied by the company (less $ encumbrances) 4. Properties held for the production of income (less $ encumbrances) 4. Properties held for sale (less $ encumbrances) 5. Cash ($ ), cash equivalents ($ ) and short-term investments ($ ) 6. Contract loans, (including $ premium notes) 7. Other invested assets 8. Receivables for securities 9. Aggregate write-ins for invested assets 0. Subtotals, cash and invested assets (Lines to 9). Title plants less $ charged off (for Title insurers only). Investment income due and accrued. Premiums and considerations:. Uncollected premiums and agents' balances in the course of collection. Deferred premiums, agents' balances and installments booked but deferred and not yet due (including $ earned but unbilled premiums). Accrued retrospective premiums 4. Reinsurance: 4. Amounts recoverable from reinsurers 4. Funds held by or deposited with reinsured companies 4. Other amounts receivable under reinsurance contracts 5. Amounts receivable relating to uninsured plans 6. Current federal and foreign income tax recoverable and interest thereon 6. Net deferred tax asset 7. Guaranty funds receivable or on deposit 8. Electronic data processing equipment and software 9. Furniture and equipment, including health care delivery assets ($ ) 0. Net adjustment in assets and liabilities due to foreign exchange rates. Receivables from parent, subsidiaries and affiliates. Health care ($ ) and other amounts receivable. Aggregate write-ins for other than invested assets 4. Total assets excluding Separate Accounts, Segregated Accounts and Protected Cell Accounts (Lines 0 to ) 5. From Separate Accounts, Segregated Accounts and Protected Cell Accounts 6. Total (Lines 4 and 5) DETAILS OF WRITE-INS Summary of remaining write-ins for Line 9 from overflow page Totals (Lines 090 through 090 plus 0998)(Line 9 above) 0.! Summary of remaining write-ins for Line from overflow page 99. Totals (Lines 0 through 0 plus 98)(Line above)

3 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY LIABILITIES, SURPLUS AND OTHER FUNDS Current Statement December Prior Year. Aggregate reserve for life contracts $ less $ included in Line 6. (including $ Modco Reserve). Aggregate reserve for accident and health contracts (including $ Modco Reserve). Liability for deposit-type contracts (including $ Modco Reserve) 4. Contract claims: 4. Life 4. Accident and health 5. Policyholders dividends $ and coupons $ due and unpaid 6. Provision for policyholders dividends and coupons payable in following calendar year - estimated amounts: 6. Dividends apportioned for payment (including $ Modco) 6. Dividends not yet apportioned (including $ Modco) 6. Coupons and similar benefits (including $ Modco) 7. Amount provisionally held for deferred dividend policies not included in Line 6 8. Premiums and annuity considerations for life and accident and health contracts received in advance less $ discount; including $ accident and health premiums 9. Contract liabilities not included elsewhere: 9. Surrender values on canceled contracts 9. Provision for experience rating refunds, including $ accident and health experience rating refunds 9. Other amounts payable on reinsurance, including $ assumed and $ ceded 9.4 Interest Maintenance Reserve 0. Commissions to agents due or accrued-life and annuity contracts $, accident and health $ and deposit-type contract funds $. Commissions and expense allowances payable on reinsurance assumed. General expenses due or accrued. Transfers to Separate Accounts due or accrued (net) (including $ accrued for expense allowances recognized in reserves, net of reinsured allowances) 4. Taxes, licenses and fees due or accrued, excluding federal income taxes 5. Current federal and foreign income taxes, including $ on realized capital gains (losses) 5. Net deferred tax liability 6. Unearned investment income 7. Amounts withheld or retained by company as agent or trustee 8. Amounts held for agents'account, including $ agents'credit balances 9. Remittances and items not allocated 0. Net adjustment in assets and liabilities due to foreign exchange rates. Liability for benefits for employees and agents if not included above. Borrowed money $ and interest thereon $. Dividends to stockholders declared and unpaid 4. Miscellaneous liabilities: 4. Asset valuation reserve 4. Reinsurance in unauthorized companies 4. Funds held under reinsurance treaties with unauthorized reinsurers 4.4 Payable to parent, subsidiaries and affiliates 4.5 Drafts outstanding 4.6 Liability for amounts held under uninsured plans 4.7 Funds held under coinsurance 4.8 Payable for securities 4.9 Capital notes $ and interest thereon $ 5. Aggregate write-ins for liabilities 6. Total liabilities excluding Separate Accounts business (Lines to 5) 7. From Separate Accounts Statement 8. Total liabilities (Lines 6 and 7) 9. Common capital stock 0. Preferred capital stock. Aggregate write-ins for other than special surplus funds. Surplus notes. Gross paid in and contributed surplus 4. Aggregate write-ins for special surplus funds 5. Unassigned funds (surplus) 6. Less treasury stock, at cost: 6. shares common (value included in Line 9 $ ) 6. shares preferred (value included in Line 0 $ ) 7. Surplus (Total Lines ) (including $ in Separate Accounts Statement) 8. Totals of Lines 9, 0 and 7 9. Totals of Lines 8 and 8 DETAILS OF WRITE-INS !"!!#$%& 598. Summary of remaining write-ins for Line 5 from overflow page 599. Totals (Lines 50 through 50 plus 598)(Line 5 above) Summary of remaining write-ins for Line from overflow page 99. Totals (Lines 0 through 0 plus 98)(Line above) Summary of remaining write-ins for Line 4 from overflow page 499. Totals (Lines 40 through 40 plus 498)(Line 4 above)

4 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SUMMARY OF OPERATIONS Current Year Prior Year To Prior Year Ended December To. Premiums and annuity considerations for life and accident and health contracts. Considerations for supplementary contracts with life contingencies. Net investment income 4. Amortization of Interest Maintenance Reserve (IMR) 5. Separate Accounts net gain from operations excluding unrealized gains or losses 6. Commissions and expense allowances on reinsurance ceded 7. Reserve adjustments on reinsurance ceded 8. Miscellaneous Income: 8. Income from fees associated with investment management, administration and contract guarantees from Separate Accounts 8. Charges and fees for deposit-type contracts 8. Aggregate write-ins for miscellaneous income 9. Totals (Lines to 8.) 0. Death benefits. Matured endowments (excluding guaranteed annual pure endowments). Annuity benefits. Disability benefits and benefits under accident and health contracts 4. Coupons, guaranteed annual pure endowments and similar benefits 5. Surrender benefits and withdrawals for life contracts 6. Group conversions 7. Interest and adjustments on contract or deposit-type contract funds 8. Payments on supplementary contracts with life contingencies 9. Increase in aggregate reserves for life and accident and health contracts 0. Totals (Lines 0 to 9). Commissions on premiums, annuity considerations, and deposit-type contract funds (direct business only). Commissions and expense allowances on reinsurance assumed. General insurance expenses 4. Insurance taxes, licenses and fees, excluding federal income taxes 5. Increase in loading on deferred and uncollected premiums 6. Net transfers to or (from) Separate Accounts net of reinsurance 7. Aggregate write-ins for deductions 8. Totals (Lines 0 to 7) 9. Net gain from operations before dividends to policyholders and federal income taxes (Line 9 minus Line 8) 0. Dividends to policyholders. Net gain from operations after dividends to policyholders and before federal income taxes (Line 9 minus Line 0). Federal and foreign income taxes incurred (excluding tax on capital gains). Net gain from operations after dividends to policyholders and federal income taxes and before realized capital gains or (losses) (Line minus Line ) 4. Net realized capital gains (losses) (excluding gains (losses) transferred to the IMR) less capital gains tax of $ (excluding taxes of $ transferred to the IMR) 5. Net income (Line plus Line 4) CAPITAL AND SURPLUS ACCOUNT 6. Capital and surplus, December, prior year 7. Net income (Line 5) 8. Change in net unrealized capital gains (losses) less capital gains tax of $ 9. Change in net unrealized foreign exchange capital gain (loss) 40. Change in net deferred income tax 4. Change in non-admitted assets 4. Change in liability for reinsurance in unauthorized companies 4. Change in reserve on account of change in valuation basis, (increase) or decrease 44. Change in asset valuation reserve 45. Change in treasury stock 46. Surplus (contributed to) withdrawn from Separate Accounts during period 47. Other changes in surplus in Separate Accounts Statement 48. Change in surplus notes 49. Cumulative effect of changes in accounting principles 50. Capital changes: 50. Paid in 50. Transferred from surplus (Stock Dividend) 50. Transferred to surplus 5. Surplus adjustment: 5. Paid in 5. Transferred to capital (Stock Dividend) 5. Transferred from capital 5.4 Change in surplus as a result of reinsurance 5. Dividends to stockholders 5. Aggregate write-ins for gains and losses in surplus 54. Net change in capital and surplus for the year (Lines 7 through 5) 55. Capital and surplus, as of statement date (Lines ) DETAILS OF WRITE-INS !"# Summary of remaining write-ins for Line 8. from overflow page Totals (Lines 08.0 through 08.0 plus 08.98) (Line 8. above) 70. $%%&! Summary of remaining write-ins for Line 7 from overflow page 799. Totals (Lines 70 through 70 plus 798)(Line 7 above) Summary of remaining write-ins for Line 5 from overflow page 599. Totals (Lines 50 through 50 plus 598)(Line 5 above) 4

5 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY CASH FLOW Cash from Operations Current Year To Prior Year Ended December. Premiums collected net of reinsurance. Net investment income. Miscellaneous income 4. Total (Lines to ) 5. Benefit and loss related payments 6. Net transfers to Separate Accounts, Segregated Accounts and Protected Cell Accounts 7. Commissions, expenses paid and aggregate write-ins for deductions 8. Dividends paid to policyholders 9. Federal and foreign income taxes paid (recovered) net of $ tax on capital gains (losses) 0. Total (Lines 5 through 9). Net cash from operations (Line 4 minus Line 0) Cash from Investments. Proceeds from investments sold, matured or repaid:. Bonds. Stocks. Mortgage loans.4 Real estate.5 Other invested assets.6 Net gains or (losses) on cash, cash equivalents and short-term investments.7 Miscellaneous proceeds.8 Total investment proceeds (Lines. to.7). Cost of investments acquired (long-term only):. Bonds. Stocks. Mortgage loans.4 Real estate.5 Other invested assets.6 Miscellaneous applications.7 Total investments acquired (Lines. to.6) 4. Net increase (or decrease) in contract loans and premium notes 5. Net cash from investments (Line.8 minus Line.7 and Line 4) Cash from Financing and Miscellaneous Sources 6. Cash provided (applied): 6. Surplus notes, capital notes 6. Capital and paid in surplus, less treasury stock 6. Borrowed funds 6.4 Net deposits on deposit-type contracts and other insurance liabilities 6.5 Dividends to stockholders 6.6 Other cash provided (applied) 7. Net cash from financing and miscellaneous sources (Line 6. through Line 6.4 minus Line 6.5 plus Line 6.6) RECONCILIATION OF CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS 8. Net change in cash, cash equivalents and short-term investments (Line, plus Lines 5 and 7) 9. Cash, cash equivalents and short-term investments: 9. Beginning of year 9. End of period (Line 8 plus Line 9.) Note: Supplemental disclosures of cash flow information for non-cash transactions: !!" # $% 5

6 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY EXHIBIT DIRECT PREMIUMS AND DEPOSIT-TYPE CONTRACTS Current Year To Prior Year To Prior Year Ended December. Industrial life. Ordinary life insurance. Ordinary individual annuities 4. Credit life (group and individual) 5. Group life insurance 6. Group annuities 7. A & H - group 8. A & H - credit (group and individual) 9. A & H - other 0. Aggregate of all other lines of business. Subtotal. Deposit-type contracts. Total DETAILS OF WRITE-INS Summary of remaining write-ins for Line 0 from overflow page 099. Totals (Lines 00 through 00 plus 098)(Line 0 above) 6

7 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS Note # Description Page # Summary of Significant Accounting Policies 7. Accounting Changes and Corrections of Errors 7. Business Combinations and Goodwill 7. 4 Discontinued Operations 7. 5 Investments 7. 6 Joint Ventures, Partnerships and Limited Liability Companies 7. 7 Investment Income 7. 8 Derivative Instruments 7. 9 Income Taxes 7. 0 Information Concerning Parent, Subsidiaries and Affiliates 7. Debt 7. Retirement Plans, Deferred Compensation, Postemployment Benefits and Compensated Absences And Other Postretirement Benefit Plans 7. Capital and Surplus, Shareholders Dividend Restrictions and Quasi-Reorganizations 7. 4 Contingencies 7. 5 Leases 7. 6 Information About Financial Instruments With Off-Balance Sheet Risk and Financial Instruments With Concentrations of Credit Risk 7. 7 Sale, Transfer and Servicing of Financial Assets and Extinguishments of Liabilities 7. 8 Gain or Loss to the Reporting Entity from Uninsured Plans and the Uninsured Portion of Partially Insured Plans 7. 9 Direct Premium Written/Produced by Managing General Agents/Third Party Administrators 7. 0 Other Items 7. Events Subsequent 7. Reinsurance 7. Retrospectively Rated Contracts & Contracts Subject to Redetermination 7. 4 Change in Incurred Losses and Loss Adjustment Expenses 7. 5 Intercompany Pooling Arrangements 7. 6 Structured Settlements 7. 7 Health Care Receivables 7. 8 Participating Policies 7. 9 Premium Deficiency Reserves 7. 0 Reserves for Life Contracts and Annuity Contracts 7.4 Analysis of Annuity Actuarial Reserves and Deposit-Type Liabilities by Withdrawal Characteristics 7.4 Premium and Annuity Considerations Deferred and Uncollected 7.4 Separate Accounts Loss/Claim Adjustment Expenses 7.4 7

8 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS. Summary of Significant Accounting Policies No significant changes. Accounting Changes and Corrections of Errors None. Business Combinations and Goodwill None 4. Discontinued Operations None 5. Investments No significant changes 6. Joint Ventures, Partnerships and Limited Liability Companies No significant changes 7. Investment Income No significant changes 8. Derivative Instruments No significant changes 9. Income Taxes A. The components of the net deferred tax asset recognized in the Company s Assets, Liabilities, Surplus and Other funds are as follows: March December Change Total gross deferred tax assets $ 6,46,6 $ 6,854,9 $,9,77 Total gross deferred tax liabilities 8,608,74 6,655,9,95,5 Net deferred tax assets 44,57,989 45,98,468 (660,479) Deferred tax assets nonadmitted 40,64,0 4,907,90 (,8,877) Net deferred tax assets admitted $,9,956 $,90,558 $,6,98 B. No significant changes C. The change in net deferred income tax from December, 007 to March, 008 is comprised of the following: Change in net deferred tax assets $ (660,479) Tax effect of unrealized gains (losses) (,46) Change in net deferred income tax $ (66,94) 7.

9 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS 9. Income Taxes, continued D. The provision for federal income taxes incurred is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The significant items causing this difference for the three months ended March, 008 were as follows: Effective 008 Tax Rate Provision computed at statutory rate $ (,74,9) 5.0 % Amortization of interest maintenance reserve (97,005).0 % Nonadmitted prepaid expenses 709,5 (4.) % Other 4,408 (0.9) % Total federal income tax benefit $ (,080,664).8 % The federal income tax benefit is comprised of the following: Tax on loss from operations $ (,44,095) 45. % Tax on current year capital gains (losses) 500,489 (0.) % Change in net deferred income tax 66,94 (.4) % Total federal income tax benefit $ (,080,664).8 % E. () At March, 008, the Company had $6,698,4 of operating loss carryforwards originating in 006 through 008. If unused, $,9,605, $55,5,460 and $6,05,59 will expire in 0, 0 and 0, respectively. At March, 008, the Company had $4,9,9 of capital loss carryforwards originating in 004 and 007. If unused, $,08,77 and $,89,86 will expire in 009 and 0, respectively. () No significant changes F. () No significant changes () No significant changes Intercompany tax balances are settled quarterly. The federal income tax recoverable at March, 008 of $,74,8 included a receivable from its parent, Conseco Life Insurance Company of Texas ( Conseco Life of Texas ) of $,74,606. The federal income tax recoverable at December, 007 of $,896,0 included a receivable from Conseco Life of Texas of $,65, Information Concerning Parent, Subsidiaries and Affiliates No significant changes. Debt No significant changes. Retirement Plans, Deferred Compensation, Postemployment Benefits and Compensated Absences and Other Postretirement Benefit Plans No significant changes. Capital and Surplus, Shareholders' Dividend Restrictions and Quasi-Reorganizations (0) Information on the outstanding surplus debentures is as follows: Interest Par Amount Paid Total Interest (Face Amount of Note Current Interest Unapproved of Issued Rate of Note) Outstanding Year Paid Interest Maturity 0//06 Variable (a) $60,000,000 $60,000,000 $0 $0 $0,9,6 //6 (a) The Three Month LIBOR Rate + 4.0% (8.7% as of March, 008) 4. Contingencies No significant changes 7.

10 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS 5. Leases No significant changes 6. Information About Financial Instruments With Off-Balance Sheet Risk and Financial Instruments With Concentrations of Credit Risk No significant changes 7. Sale, Transfer and Servicing of Financial Assets and Extinguishments of Liabilities A. None B. None C. There were no securities with NAIC designation or below sold during the three months ended March, 008 and reacquired within 0 days of the sale date. 8. Gain or Loss to the Reporting Entity from Uninsured Plans and the Uninsured Portion of Partially Insured Plans None 9. Direct Premium Written/Produced by Managing General Agents/Third Party Administrators None 0. Other Items No significant changes. Events Subsequent None. Reinsurance No significant changes. Retrospectively Rated Contracts & Contracts Subject to Redetermination None 4. Change in Incurred Losses and Loss Adjustment Expenses No significant changes 5. Intercompany Pooling Arrangements None 6. Structured Settlements None 7. Health Care Receivables None 8. Participating Policies None 9. Premium Deficiency Reserves None 7.

11 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY NOTES TO FINANCIAL STATEMENTS 0. Reserves for Life Contracts and Annuity Contracts No significant changes. Analysis of Annuity Actuarial Reserves and Deposit-Type Liabilities by Withdrawal Characteristics No significant changes. Premium and Annuity Considerations Deferred and Uncollected No significant changes. Separate Accounts None 4. Loss/Claim Adjustment Expenses No significant changes 7.4

12 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY GENERAL INTERROGATORIES (Responses to these interrogatories should be based on changes that have occurred since the prior year end unless otherwise noted) PART - COMMON INTERROGATORIES GENERAL. Did the reporting entity experience any material transactions requiring the filing of Disclosure of Material Transactions with the State of Domicile, as required by the Model Act?. If yes, has the report been filed with the domiciliary state?. Has any change been made during the year of this statement in the charter, by-laws, articles of incorporation, or deed of settlement of the reporting entity?. If yes, date of change:. Have there been any substantial changes in the organizational chart since the prior quarter end? If yes, complete the Schedule Y - Part - organizational chart. 4. Has the reporting entity been a party to a merger or consolidation during the period covered by this statement? 4. If yes, provide the name of the entity, NAIC Company Code, and state of domicile (use two letter state abbreviation) for any entity that has ceased to exist as a result of the merger or consolidation. Name of Entity NAIC Company Code State of Domicile 5. If the reporting entity is subject to a management agreement, including third-party administrator(s), managing general agent(s), attorneyin-fact, or similar agreement, have there been any significant changes regarding the terms of the agreement or principals involved? If yes, attach an explanation. 6. State as of what date the latest financial examination of the reporting entity was made or is being made. 6. State the as of date that the latest financial examination report became available from either the state of domicile or the reporting entity. This date should be the date of the examined balance sheet and not the date the report was completed or released. 6. State as of what date the latest financial examination report became available to other states or the public from either the state of domicile or the reporting entity. This is the release date or completion date of the examination report and not the date of the examination (balance sheet date). 6.4 By what department or departments? Pennsylvania 6.5 Have all financial statement adjustments within the latest financial examination report been accounted for in a subsequent financial statement filed with Departments? 6.6 Have all of the recommendations within the latest financial examination report been complied with? 7. Has this reporting entity had any Certificates of Authority, licenses or registrations (including corporate registration, if applicable) suspended or revoked by any governmental entity during the reporting period? 7. If yes, give full information: 8. Is the company a subsidiary of a bank holding company regulated by the Federal Reserve Board? 8. If response to 8. is yes, please identify the name of the bank holding company. 8. Is the company affiliated with one or more banks, thrifts or securities firms? 8.4 If response to 8. is yes, please provide below the names and location (city and state of the main office) of any affiliates regulated by a federal regulatory services agency [i.e. the Federal Reserve Board (FRB), the Office of the Comptroller of the Currency (OCC), the Office of Thrift Supervision (OTS), the Federal Deposit Insurance Corporation (FDIC) and the Securities Exchange Commission (SEC)] and identify the affiliate's primary federal regulator. Affiliate Name Location (City, State) FRB 4 OCC 5 OTS 6 FDIC 7 SEC!" # #$%&' ( # 8

13 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY GENERAL INTERROGATORIES 9. Are the senior officers (principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) of the reporting entity subject to a code of ethics, which includes the following standards? (a) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (b) Full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the reporting entity; (c) Compliance with applicable governmental laws, rules and regulations; (d) The prompt internal reporting of violations to an appropriate person or persons identified in the code; and (e) Accountability for adherence to the code. 9. If the response to 9. is No, please explain: 9. Has the code of ethics for senior managers been amended? 9. If the response to 9. is Yes, provide information related to amendment(s). 9. Have any provisions of the code of ethics been waived for any of the specified officers? 9. If the response to 9. is Yes, provide the nature of any waiver(s). FINANCIAL 0. Does the reporting entity report any amounts due from parent, subsidiaries or affiliates on Page of this statement? 0. If yes, indicate any amounts receivable from parent included in the Page amount: $ INVESTMENT. Were any of the stocks, bonds, or other assets of the reporting entity loaned, placed under option agreement, or otherwise made available for use by another person? (Exclude securities under securities lending agreements.). If yes, give full and complete information relating thereto:. Amount of real estate and mortgages held in other invested assets in Schedule BA: $. Amount of real estate and mortgages held in short-term investments: $ 4. Does the reporting entity have any investments in parent, subsidiaries and affiliates? 4. If yes, please complete the following: Prior Year-End Book/Adjusted Current Quarter Book/Adjusted 4. Bonds $ $ 4. Preferred Stock $ $ 4. Common Stock $ $ 4.4 Short-Term Investments $ $ 4.5 Mortgage Loans on Real Estate $ $ 4.6 All Other $ $ 4.7 Total Investment in Parent, Subsidiaries and Affiliates (Subtotal Lines 4. to 4.6) $ $ 4.8 Total Investment in Parent included in Lines 4. to 4.6 above $ $ 5. Has the reporting entity entered into any hedging transactions reported on Schedule DB? 5. If yes, has a comprehensive description of the hedging program been made available to the domiciliary state? If no, attach a description with this statement. 8.

14 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY GENERAL INTERROGATORIES 6. Excluding items in Schedule E, real estate, mortgage loans and investments held physically in the reporting entity s offices, vaults or safety deposit boxes, were all stocks, bonds and other securities, owned throughout the current year held pursuant to a custodial agreement with a qualified bank or trust company in accordance with Section, III Conducting Examinations, G - Custodial or Safekeeping Agreements of the NAIC Financial Condition Examiners Handbook? 6. For all agreements that comply with the requirements of the NAIC Financial Condition Examiners Handbook, complete the following: Name of Custodian(s) Custodian Address 6. For all agreements that do not comply with the requirements of the NAIC Financial Condition Examiners Handbook, provide the name, location and a complete explanation: Name(s) Location(s) Complete Explanation(s) 6. Have there been any changes, including name changes, in the custodian(s) identified in 6. during the current quarter? 6.4 If yes, give full information relating thereto: Old Custodian New Custodian of Change 4 Reason 6.5 Identify all investment advisors, brokers/dealers or individuals acting on behalf of broker/dealers that have access to the investment accounts, handle securities and have authority to make investments on behalf of the reporting entity: Central Registration Depository Name(s) Address!"#$% &'( )(*+$%,-&. 7. Have all the filing requirements of the Purposes and Procedures Manual of the NAIC Securities Valuation Office been followed? 7. If no, list exceptions: 8.

15 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY GENERAL INTERROGATORIES PART - LIFE & HEALTH. Report the statement value of mortgage loans at the end of this reporting period for the following categories: Amount. Long-Term Mortgages In Good Standing. Farm Mortgages $. Residential Mortgages $. Commercial Mortgages $.4 Total Mortgages in Good Standing $. Long-Term Mortgages In Good Standing with Restructured Terms. Total Mortgages in Good Standing with Restructured Terms $. Long-Term Mortgage Loans Upon which Interest is Overdue more than Three Months. Farm Mortgages $. Residential Mortgages $. Commercial Mortgages $.4 Total Mortgages with Interest Overdue more than Three Months $.4 Long-Term Mortgage Loans in Process of Foreclosure.4 Farm Mortgages $.4 Residential Mortgages $.4 Commercial Mortgages $.44 Total Mortgages in Process of Foreclosure $.5 Total Mortgage Loans (Lines ) (Page, Column, Lines. +.) $.6 Long-Term Mortgages Foreclosed, Properties Transferred to Real Estate in Current Quarter.6 Farm Mortgages $.6 Residential Mortgages $.6 Commercial Mortgages $.64 Total Mortgages Foreclosed and Transferred to Real Estate $ 9

16 NAIC Company Code Federal ID Number Effective STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE S - CEDED REINSURANCE 4 Name of Reinsurer Showing All New Reinsurance Treaties - Current Year to 5 Location 6 Type of Reinsurance Ceded 7 Is Insurer Authorized? (Yes or No) 0 NONE

17 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE T - PREMIUMS AND ANNUITY CONSIDERATIONS Current Year To - Allocated by States and Territories Direct Business Only Life Contracts Accident and Health Insurance Premiums, Including Policy, Total Life Insurance Annuity Membership Other Columns Premiums Considerations and Other Fees Considerations Through 5 States, Etc. Active Status Deposit-Type Contracts. Alabama AL. Alaska AK. Arizona AZ 4. Arkansas AR 5. California CA 6. Colorado CO 7. Connecticut CT 8. Delaware DE 9. District of Columbia DC 0. Florida FL. Georgia GA. Hawaii HI. Idaho ID 4. Illinois IL 5. Indiana IN 6. Iowa IA 7. Kansas KS 8. Kentucky KY 9. Louisiana LA 0. Maine ME. Maryland MD. Massachusetts MA. Michigan MI 4. Minnesota MN 5. Mississippi MS 6. Missouri MO 7. Montana MT 8. Nebraska NE 9. Nevada NV 0. New Hampshire NH. New Jersey NJ. New Mexico NM. New York NY 4. North Carolina NC 5. North Dakota ND 6. Ohio OH 7. Oklahoma OK 8. Oregon OR 9. Pennsylvania PA 40. Rhode Island RI 4. South Carolina SC 4. South Dakota SD 4. Tennessee TN 44. Texas TX 45. Utah UT 46. Vermont VT 47. Virginia VA 48. Washington WA 49. West Virginia WV 50. Wisconsin WI 5. Wyoming WY 5. American Samoa AS 5. Guam GU 54. Puerto Rico PR 55. U.S. Virgin Islands VI 56. Northern Mariana Islands MP 57. Canada CN 58. Aggregate Other Aliens OT XXX 59. Subtotal (a) 90. Reporting entity contributions for employee benefits plans XXX 9. Dividends or refunds applied to purchase paidup additions and annuities XXX 9. Dividends or refunds applied to shorten endowment or premium paying period XXX 9. Premium or annuity considerations waived under disability or other contract provisions XXX 94. Aggregate or other amounts not allocable by State XXX 95. Totals (Direct Business) XXX 96. Plus Reinsurance Assumed XXX 97 Totals (All Business) XXX 98. Less Reinsurance Ceded XXX 99. Totals (All Business) less Reinsurance Ceded XXX DETAILS OF WRITE-INS 580. XXX 580. XXX 580. XXX Summary of remaining write-ins for Line 58 from overflow page XXX Totals (Lines 580 through 580 plus 5898)(Line 58 above) XXX 940. XXX 940. XXX 940. XXX Summary of remaining write-ins for Line 94 from overflow page XXX Totals (Lines 940 through 940 plus 9498)(Line 94 above) XXX (a) Insert the number of L responses except for Canada and Other Alien.

18 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE Y - INFORMATION CONCERNING ACTIVITIES OF INSURER MEMBERS OF A HOLDING COMPANY GROUP PART - ORGANIZATIONAL CHART NO SUBSTANTIAL CHANGES SINCE PRIOR QUARTER END.

19 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SUPPLEMENTAL EXHIBITS AND SCHEDULES INTERROGATORIES The following supplemental reports are required to be filed as part of your statement filing. However, in the event that your company does not transact the type of business for which the special report must be filed, your response of NO to the specific interrogatory will be accepted in lieu of filing a NONE report and a bar code will be printed below. If the supplement is required of your company but is not being filed for whatever reason enter SEE EXPLANATION and provide an explanation following the interrogatory questions. Response. Will the Trusteed Surplus Statement be filed with the state of domicile and the NAIC with this statement?. Will the Medicare Part D Coverage Supplement be filed with the state of domicile and the NAIC with this statement?. Will the Reasonableness of Assumptions Certification required by Actuarial Guideline XXXV be filed with the state of domicile and electronically with the NAIC? 4. Will the Reasonableness and Consistency of Assumptions Certification required by Actuarial Guideline XXXV be filed with the state of domicile and electronically with the NAIC? 5. Will the Reasonableness of Assumptions Certification for Implied Guaranteed Rate Method required by Actuarial Guideline XXXVI be filed with the state of domicile and electronically with the NAIC? 6. Will the Reasonableness and Consistency of Assumptions Certification required by Actuarial Guideline XXXVI (Updated Average Market ) be filed with the state of domicile and electronically with the NAIC? 7. Will the Reasonableness and Consistency of Assumptions Certification required by Actuarial Guideline XXXVI (Updated Market ) be filed with the state of domicile and electronically with the NAIC? Explanation: Bar Code: Trusteed Surplus Statement [Document Identifier 490] Medicare Part D Coverage Supplement [Document Identifier 65] Reasonableness of Assumptions Certification required by Actuarial Guideline XXXV [Document Identifier 445] Reasonableness and Consistency of Assumptions Certification required by Actuarial Guideline XXXV [Document Identifier 446] Reasonableness of Assumptions Certification for Implied Guaranteed Rate Method required by Actuarial Guideline XXXVI [Document Identifier 447] Reasonableness and Consistency of Assumptions Certification required by Actuarial Guideline XXXVI [Document Identifier 448] Reasonableness and Consistency of Assumptions Certification required by Actuarial Guideline XXXVI (Updated Market ) [Document Identifier 449]

20 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY OVERFLOW PAGE FOR WRITE-INS NONE 4

21 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE A - VERIFICATION Real Estate Prior Year Ended Year to December. Book/adjusted carrying value, December of prior year. Cost of acquired:. Actual cost at time of acquisitions. Additional investment made after acquisitions. Current year change in encumbrances 4. Total gain (loss) on disposals 5. Deduct amounts received on disposals 6. Total foreign exchange change in book/adjusted carrying value 7. Deduct current year s other than temporary impairment recognized 8. Deduct current year s depreciation 9. Book/adjusted carrying value at the end of current period (Lines ) 0. Deduct total nonadmitted amounts. Statement value at end of current period (Line 9 minus Line 0) SCHEDULE B - VERIFICATION Mortgage Loans Prior Year Ended Year to December. Book value/recorded investment excluding accrued interest, December of prior year. Cost of acquired:. Actual cost at time of acquisitions. Additional investment made after acquisitions. Capitalized deferred interest and other 4. Accrual of discount 5. Unrealized valuation increase (decrease) 6. Total gain (loss) on disposals 7. Deduct amounts received on disposals 8. Deduct amortization of premium and mortgage interest points and commitment fees 9. Total foreign exchange change in book value/recorded investment excluding accrued interest 0. Deduct current year s other than temporary impairment recognized. Book value/recorded investment excluding accrued interest at end of current period (Lines ). Deduct total nonadmitted amounts. Statement value at end of current period (Line minus Line ) SCHEDULE BA - VERIFICATION Other Long-Term Invested Assets Prior Year Ended Year to December. Book/adjusted carrying value, December of prior year. Cost of acquired:. Actual cost at time of acquisitions. Additional investment made after acquisitions. Capitalized deferred interest and other 4. Accrual of discount 5. Unrealized valuation increase (decrease) 6. Total gain (loss) on disposals 7. Deduct amounts received on disposals 8. Deduct amortization of premium and depreciation 9. Total foreign exchange change in book/adjusted carrying value 0. Deduct current year s other than temporary impairment recognized. Book/adjusted carrying value at end of current period (Lines ). Deduct total nonadmitted amounts. Statement value at end of current period (Line minus Line ) SCHEDULE D - VERIFICATION Bonds and Stocks Prior Year Ended Year to December. Book/adjusted carrying value of bonds and stocks, December of prior year. Cost of bonds and stocks acquired. Accrual of discount 4. Unrealized valuation increase (decrease) 5. Total gain (loss) on disposals 6. Deduct consideration for bonds and stocks disposed of 7. Deduct amortization of premium 8. Total foreign exchange change in book/adjusted carrying value 9. Deduct current year s other than temporary impairment recognized 0. Book/adjusted carrying value at end of current period (Lines ). Deduct total nonadmitted amounts. Statement value at end of current period (Line 0 minus Line ) SI0

22 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE D - PART B Showing the Acquisitions, Dispositions and Non-Trading Activity During the Current Quarter for all Bonds and Preferred Stock by Rating Class Book/Adjusted Beginning of Current Quarter Acquisitions During Current Quarter Dispositions During Current Quarter 4 Non-Trading Activity During Current Quarter 5 Book/Adjusted End of First Quarter 6 Book/Adjusted End of Second Quarter 7 Book/Adjusted End of Third Quarter 8 Book/Adjusted December Prior Year BONDS. Class (a). Class (a). Class (a) 4. Class 4 (a) 5. Class 5 (a) 6. Class 6 (a) 7. Total Bonds SI0 PREFERRED STOCK 8. Class 9. Class 0. Class. Class 4. Class 5. Class 6 4. Total Preferred Stock 5. Total Bonds and Preferred Stock (a) Book/Adjusted column for the end of the current reporting period includes the following amount of non-rated short-term and cash equivalent bonds by NAIC designation: NAIC $ ; NAIC $ ; NAIC $ ; NAIC 4 $ ; NAIC 5 $ ; NAIC 6 $

23 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE DA - PART Short-Term Investments Owned End of Current Quarter Book/Adjusted Par Actual Cost 4 Interest Collected Year-to- 5 Paid for Accrued Interest Year-to Totals XXX SCHEDULE DA - VERIFICATION Short-Term Investments Year To Prior Year Ended December. Book/adjusted carrying value, December of prior year. Cost of short-term investments acquired. Accrual of discount 4. Unrealized valuation increase (decrease) 5. Total gain (loss) on disposals 6. Deduct consideration received on disposals 7. Deduct amortization of premium 8. Total foreign exchange change in book/adjusted carrying value 9. Deduct current year s other than temporary impairment recognized 0. Book/adjusted carrying value at end of current period (Lines ). Deduct total nonadmitted amounts. Statement value at end of current period (Line 0 minus Line ) SI0

24 Replication RSAT Number STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE DB - PART F - SECTION Replicated (Synthetic) Assets Open Replicated (Synthetic) Asset Components of the Replicated (Synthetic) Asset 4 5 Derivative Instruments Open Cash Instrument(s) Held NAIC Designation or Statement Statement Description Other Description Fair Description Fair CUSIP Description Fair!" " # #" $ NAIC Designation or Other Description SI Totals XXX XXX XXX XXX

25 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE DB - PART F - SECTION Reconciliation of Replicated (Synthetic) Assets Open First Quarter Second Quarter Third Quarter Fourth Quarter Year-to- Number of Positions Total Replicated (Synthetic) Assets Statement Number of Positions 4 Total Replicated (Synthetic) Assets Statement 5 Number of Positions 6 Total Replicated (Synthetic) Assets Statement 7 Number of Positions 8 Total Replicated (Synthetic) Assets Statement 9 Number of Positions 0 Total Replicated (Synthetic) Assets Statement. Beginning Inventory. Add: Opened or Acquired Transactions. Add: Increases in Replicated Asset Statement XXX XXX XXX XXX XXX 4. Less: Closed or Disposed of Transactions 5. Less: Positions Disposed of For Failing Effectiveness Criteria 6. Less: Decreases in Replicated (Synthetic) Asset Statement XXX XXX XXX XXX XXX SI05 7. Ending Inventory

26 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE E - VERIFICATION Cash Equivalents Year To Prior Year Ended December. Book/adjusted carrying value, December of prior year. Cost of cash equivalents acquired. Accrual of discount 4. Unrealized valuation increase (decrease) 5. Total gain (loss) on disposals 6. Deduct consideration received on disposals 7. Deduct amortization of premium 8. Total foreign exchange change in book/adjusted carrying value 9. Deduct current year s other than temporary impairment recognized 0. Book/adjusted carrying value at end of current period (Lines ). Deduct total nonadmitted amounts. Statement value at end of current period (Line 0 minus Line ) SI06

27 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE A - PART Location Showing All Real Estate ACQUIRED and Additions Made During the Current Quarter Book/Adjusted Less Encumbrances Actual Cost at Amount of Description of Property City State Acquired Name of Vendor Time of Acquisition Encumbrances Acquired by Purchase Additional Investment Made After Acquisition Totals E0 SCHEDULE A - PART Showing All Real Estate DISPOSED During the Quarter, Including Payments During the Final Year on Sales Under Contract Location Change in Book/Adjusted Less Encumbrances Expended 9 0 Description of Property City State Name of Purchaser Actual Cost for Additions, Permanent Improvements and Changes in Encumbrances Book/ Adjusted Less Encumbrances Prior Year Current Year s Depreciation Current Year s Other Than Temporary Impairment Recognized Current Year's Change in Encumbrances Total Change in Book/ Adjusted (-9-0) Total Foreign Exchange Change in Book/ Adjusted Book/ Adjusted Less Encumbrances Amounts Received During Year Foreign Exchange Gain (Loss) on Realized Gain (Loss) on Total Gain (Loss) on Gross Income Earned Less Interest Incurred on Encumbrances Taxes, Repairs and Expenses Incurred NONE Totals

28 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE B - PART Showing All Mortgage Loans ACQUIRED During the Current Quarter Location Additional Loan Number City State Loan Type Acquired Rate of Interest Actual Cost at Time of Acquisition Investment Made After Acquisition of Land and Buildings! " #$ % &' # % () * () +',#'$!* #- #. / #% 0-. &) Mortgages in good standing - Commercial mortgages-all other Total Mortgages in good standing Total - Restructured Mortgages Total - Mortgages with overdue interest over 90 days Total - Mortgages in the process of foreclosure Totals E0 SCHEDULE B - PART Showing All Mortgage Loans DISPOSED, Transferred or Repaid During the Current Quarter Location Change in Book /Recorded Investment Book / Recorded Current Book / Recorded Loan Number City State Loan Type Acquired Investment Excluding Accrued Interest Prior Year Unrealized Valuation Increase (Decrease) Current Year s (Amortization) /Accretion Year s Other Than Temporary Impairment Recognized Capitalized Deferred Interest and Other Total Change in Book (8+9-0+) Total Foreign Exchange Change in Book Investment Excluding Accrued Interest on Consideration Foreign Exchange Gain Realized Gain Total Gain $ +4/ 5 '/ #% 6, #$ 67. %8 0/9'$ 0 $: ;<<. ( / %8 8/ /#$ # &) =/ 5! - (! " #$ % / %8 ) 4 (, / ( </ # 0! ( & # )'. ">

29 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE B - PART Showing All Mortgage Loans DISPOSED, Transferred or Repaid During the Current Quarter Location Change in Book /Recorded Investment Book / Recorded Current Book / Recorded Loan Number City State Loan Type Acquired Investment Excluding Accrued Interest Prior Year Unrealized Valuation Increase (Decrease) Current Year s (Amortization) /Accretion Year s Other Than Temporary Impairment Recognized Capitalized Deferred Interest and Other Total Change in Book (8+9-0+) Total Foreign Exchange Change in Book Investment Excluding Accrued Interest on Consideration Foreign Exchange Gain Realized Gain Total Gain Mortgages with partial repayments Totals E0.

30 STATEMENT AS OF MARCH, 008 OF THE COLONIAL PENN LIFE INSURANCE COMPANY SCHEDULE BA - PART Showing Other Long-Term Invested Assets ACQUIRED During the Current Quarter Location Commitment CUSIP Identification Name or Description City State Name of Vendor or General Partner NAIC Designation Originally Acquired Type and Strategy Actual Cost at Time of Acquisition Additional Investment Made After Acquisition Amount of Encumbrances for Additional Investment Percentage of Ownership! "#! $! Joint Venture Interests - Common Stock - Unaffiliated! "#! XXX "%& '(() )*+,%-. % )/ (+ 0% "! " $#" "%" '(() )*+,%-. % )/ (+ 0% "! $, Joint Venture Interests - Common Stock - Affiliated "" XXX Total - Unaffiliated! "#! XXX Total - Affiliated "" XXX Totals ""! "#! XXX E0 SCHEDULE BA - PART Showing Other Long-Term Invested Assets DISPOSED, Transferred or Repaid During the Current Quarter Location Change in Book/Adjusted Book/ Adjusted Current Year s Current Year s Other Than Capitalized Total Change in Book/ Total Foreign Exchange Book/ Adjusted Foreign Less Unrealized (Depreciation) Temporary Adjusted Change in Less Exchange Encumbrances, or Valuation Impair- Deferred Book/ Encum- Gain Realized Total CUSIP Identification Name or Description City State Name of Purchaser or Nature of Originally Acquired Prior Year Increase (Decrease) (Amortization)/ Accretion ment Recognized Interest and Other (9+0- +) Adjusted brances on Consideration (Loss) on Gain Gain Investment Income 0(.+)( %4 56 )7. 84 # ",!,#,#,# )((+ *7 )7. 84! "! " " " Joint Venture Interests - Common Stock - Unaffiliated # # # Total - Unaffiliated # # # Total - Affiliated Totals # # #