SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to _________________ Commission file number: ___333-1783___ KEYPORT LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) Massachusetts 05-0302931 (State of other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 125 High Street, Boston, Massachusetts 02110-2712 (Address of principal executive offices) (Zip Code) (617) 526-1400 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No There were 2,412,000 shares of the registrant's Common Stock, $1.25 par value, outstanding as of June 30, 1997. Exhibit Index - Page 15 Page 1 of 16 KEYPORT LIFE INSURANCE COMPANY QUARTERLY REPORT ON FORM 10-Q FOR PERIOD ENDED JUNE 30, 1997 TABLE OF CONTENTS Part I. FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheet as of June 30, 1997 and December 31, 1996 3 Consolidated Income Statement for the Six Months Ended June 30, 1997 and 1996 4 Consolidated Statement of Cash Flows for the Six Months Ended June 30, 1997 and 1996 5 Notes to Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8-12 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 Exhibit Index 15 KEYPORT LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEET (in thousands) June 30 December 31 ASSETS 1997 1996 Unaudited Cash and investments: Fixed maturities available for sale (amortized cost: 1997 - $10,835,138; 1996 - $10,500,431) $ 11,051,372 $ 10,718,644 Equity securities, at fair value (cost: 1997 - $21,503; 1996 - $19,412) 40,848 35,863 Mortgage loans 63,631 67,005 Policy loans 546,630 532,793 Other invested assets 330,084 183,622 Cash and cash equivalents 1,214,950 767,385 Total cash and investments 13,247,515 12,305,312 Accrued investment income 163,010 146,778 Deferred policy acquisition costs 253,264 250,355 Value of insurance in force 65,715 70,819 Intangible assets 18,622 19,186 Federal income tax recoverable 327 323 Other assets 17,273 40,316 Separate account assets 1,171,054 1,091,468 Total assets $ 14,936,780 $ 13,924,557 LIABILITIES AND STOCKHOLDER'S EQUITY Liabilities: Policy liabilities $ 11,941,972 $ 11,637,528 Current federal income taxes 135 13,123 Deferred federal income taxes 57,038 25,747 Payable for investments purchased and loaned 738,498 211,234 Other liabilities 42,941 38,476 Separate account liabilities 1,117,593 1,017,667 Total liabilities 13,898,177 12,943,775 Stockholder's equity: Common stock, $1.25 par value; authorized 8,000 shares; issued and outstanding 2,412 shares 3,015 3,015 Additional paid-in capital 505,933 505,933 Net unrealized investment gains 73,787 73,599 Retained earnings 455,868 398,235 Total stockholder's equity 1,038,603 980,782 Total liabilities and stockholder's equity $ 14,936,780 $ 13,924,557 See accompanying notes KEYPORT LIFE INSURANCE COMPANY CONSOLIDATED INCOME STATEMENT (in thousands) Unaudited Three Months Ended Six Months Ended June 30 June 30 1997 1996 1997 1996 Investment income $210,655 $188,334 $417,170 $376,062 Interest credited to policyholders 147,224 136,161 294,537 274,270 Investment spread 63,431 52,173 122,633 101,792 Net realized investment gains 2,669 (2,488) 15,465 (436) Fee income: Surrender charges 3,765 3,788 7,301 7,505 Separate account fees 4,010 3,574 7,949 7,037 Management fees 803 644 1,580 1,233 Total fee income 8,578 8,006 16,830 15,775 Expenses: Policy benefits (1,133) (821) (2,154) (1,987) Operating expenses (12,036) (10,223) (24,066) (22,049) Amortization of deferred policy acquisition costs (19,483) (14,865) (35,740) (28,973) Amortization of value of insurance in force (1,830) (1,850) (5,067) (3,568) Amortization of intangible assets (282) (282) (564) (564) Total expenses (34,764) (28,042) (67,591) (57,141) Income before federal income taxes 39,914 29,650 87,337 59,990 Federal income tax expense (13,819) (9,707) (29,704) (20,359) Net income $ 26,095 $ 19,943 $ 57,633 $ 39,631 KEYPORT LIFE INSURANCE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) Unaudited Six Months Ended June 30 1997 1996 Cash flows from operating activities: Net income $ 57,633 $ 39,631 Adjustments to reconcile net income to net cash provided by operating activities: Interest credited to policyholders 294,537 274,270 Net realized investment (gains) losses (15,465) 436 Amortization of value of insurance in force and intangible assets 5,631 4,132 Net amortization on investments 16,252 2,159 Change in deferred policy acquisition costs (5,152) (9,830) Change in current and deferred federal income taxes 18,201 7,830 Net change in other assets and liabilities 11,631 (160) Net cash provided by operating activities 383,268 318,468 Cash flows from investing activities: Investments purchased - available for sale (2,225,298) (1,315,854) Investments sold - available for sale 975,742 478,675 Investments matured - available for sale 969,714 679,987 Increase in policy loans (13,837) (13,535) Decrease in mortgage loans 3,374 3,984 Net cash used in investing activities (290,305) (166,743) Cash flows from financing activities: Withdrawals from policyholder accounts (631,770) (548,205) Deposits to policyholder accounts 507,605 572,084 Securities lending 478,767 90,176 Net cash provided by financing activities 354,602 114,055 Change in cash and cash equivalents 447,565 265,780 Cash and cash equivalents at beginning of period 767,385 777,384 Cash and cash equivalents at end of period $1,214,950 $ 1,043,164 1. General The accompanying unaudited consolidated financial statements of Keyport Life Insurance Company (the Company) include all adjustments, consisting of normal recurring accruals, that management considers necessary for a fair presentation of the Company's financial position and results of operations as of and for the interim periods presented. Certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore these consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company's 1996 Form 10-K. The results of operations for the three and six months ended June 30, 1997 are not necessarily indicative of the results to be expected for the full year. Certain prior period amounts in the accompanying unaudited consolidated income statement have been reclassified to conform to the current period presentation. 2. Investments The Company's general investment policy is to hold fixed maturity assets for long-term investment and, accordingly, the Company does not have a trading portfolio. To provide for maximum portfolio flexibility and enable appropriate tax planning, the Company classifies its entire fixed maturities investments as "available for sale" and accordingly records such investments at fair value. 3. Other Financial Instruments As a component of its investment strategy and to reduce its exposure to interest rate risk, the Company utilizes interest rate swap ("swap agreements") and interest rate cap agreements ("cap agreements") to match assets more closely to liabilities. Swap agreements are agreements to exchange with counterparty interest rate payments of differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. The Company currently utilizes swap agreements to reduce asset duration and to better match interest rates earned on longer- term fixed rate assets with interest rates credited to policyholders. The Company had 43 outstanding swap agreements with an aggregate notional principal amount of $2.4 billion and 39 outstanding swap agreements with an aggregate notional principal amount $2.3 billion, as of June 30, 1997 and December 31, 1996, respectively. Cap agreements are agreements with a counterparty which require the payment of a premium for the right to receive payments for the difference between the cap interest rate and a market interest rate on specified future dates based on an underlying principal balance (notional principal) to hedge against rising interest rates. The Company had interest rate cap agreements with an aggregate notional amount of $450.0 million as of June 30, 1997 and December 31, 1996, respectively. With respect to the Company's equity-indexed annuity, the Company buys call options on the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index") to hedge its obligations to provide returns based upon this index. The Company had call options with a book value of $241.3 million and $109.6 million as of June 30, 1997 and December 31, 1996, respectively. Hedge accounting is applied after the Company determines that the items to be hedged expose it to interest rate or price risk, designates the instruments as hedges, and assesses whether the instruments reduce the indicated risks through the measurement of changes in the value of the instruments and the items being hedged at both inception and throughout the hedge period. From time to time, interest rate swap agreements, cap agreements and indexed call options are terminated. If the terminated position was accounted for as a hedge, realized gains or losses are amortized over the remaining lives of the hedged assets or liabilities. Conversely, if the terminated position was not accounted for as a hedge, or the assets and liabilities that were hedged no longer exist, the position is "marked to market", and realized gains or losses are immediately recognized in income. The net differential to be paid or received on interest rate swap agreements is recognized as a component of net investment income. Premiums paid for interest rate cap agreements are deferred and amortized to net investment income on a straight-line basis over the terms of the agreements. The unamortized premium is included in other invested assets. Amounts earned on interest rate cap agreements are recorded as an adjustment to net investment income. Interest rate cap agreements and swap agreements hedging investments designated as available for sale are adjusted to fair value with the resulting unrealized gains and losses included in stockholder's equity. Premiums paid on indexed call options are amortized to net investment income over the terms of the contracts. The call options are included in other invested assets and are carried at amortized cost plus intrinsic value, if any, of the call options as of the valuation date. Changes in intrinsic value of the call options are recorded as an adjustment to interest credited to policyholders. There are risks associated with some of the techniques the Company uses to match its assets and liabilities. The primary risk associated with swap, cap and call option agreements is the risk associated with counterparty nonperformance. The Company believes that the counterparties to its swap and call option agreements are financially responsible and that the counterparty risk associated with these transactions is minimal. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations Net income was $26.1 million for the second quarter of 1997 compared to $19.9 million for the second quarter of 1996. For the first six months of 1997, net income was $57.6 million compared to $39.6 million for the first six months of 1996. These increases resulted from higher investment spread and higher fee income. In addition, the six month 1997 period included higher net realized investment gains. The second quarter of 1997 included net realized investment gains of $2.7 million compared to net realized investment losses of $2.5 million for the second quarter of 1996. Partially offsetting these items were increased amortization of deferred policy acquisition costs and federal income tax expense. Investment spread is the amount by which investment income earned on the Company's investments exceeds interest credited to policyholder balances. Investment spread was $63.4 million for the second quarter of 1997 compared to $52.2 million for the second quarter of 1996. The amount by which the average yield on investments exceeds the average interest credited rate on policyholder balances is the investment spread percentage. Such investment spread percentage was 1.93% for the second quarter of 1997 compared to 1.84% for the second quarter of 1996. For the first six months of 1997, investment spread was $122.6 million compared to $101.8 million for the first six months of 1996. The investment spread percentage was 1.89% for the first six months of 1997 compared to 1.80% for the first six months of 1996. Investment income was $210.7 million for the second quarter of 1997 compared to $188.3 million for the second quarter of 1996. The increase of $22.4 million in 1997 compared to 1996 primarily relates to a $28.0 million increase as a result of the higher level of average invested assets, partially offset by an $5.6 million decrease resulting from a lower average investment yield. The average investment yield was 6.92% for the second quarter of 1997 compared to 7.13% for the second quarter of 1996. For the first six months of 1997, investment income was $417.2 million compared to $376.1 million for the first six months of 1996. The increase of $41.1 million for the first six months of 1997 compared to the first six months of 1996 primarily relates to a $55.3 million increase as a result of the higher level of average invested assets, partially offset by a $14.2 million decrease resulting from a lower average investment yield. The average investment yield was 6.90% for the first six months of 1997 compared to 7.17% for the first six months of 1996. Interest credited to policyholders totaled $147.2 million for the second quarter of 1997 compared to $136.2 million for the second quarter of 1996. The increase of $11.0 million in 1997 compared to 1996 primarily relates to an $18.8 million increase as a result of a higher level of average policyholder balances, partially offset by a $7.8 million decrease resulting from a lower average interest credited rate. Policyholder balances averaged $11.8 billion for the second quarter of 1997 compared to $10.3 billion for the second quarter of 1996. The average interest credited rate was 4.99% for the second quarter of 1997 compared to 5.29% for the second quarter of 1996. For the first six months of 1997, interest credited to policyholders totaled $294.5 million compared to $274.3 million for the first six months of 1996. The increase of $20.2 million for the first six months of 1997 compared to the first six months of 1996 primarily relates to a $38.4 million increase as a result of a higher level of average policyholder balances, partially offset by a $18.2 million decrease resulting from a lower average interest credited rate. Policyholder balances averaged $11.7 billion for the first six months of 1997 compared to $10.2 billion for the first six months of 1996. The average interest credited rate was 5.01% in 1997 compared to 5.37% in 1996. Average investments (computed without giving effect to SFAS 115), including a portion of the Company's cash and cash equivalents, were $12.2 billion for the second quarter of 1997 compared to $10.6 billion for the second quarter of 1996. For the first six months of 1997, such average investments were $12.1 billion compared to $10.5 billion for the first six months of 1996. These increases primarily relate to a 100 percent coinsurance agreement with respect to a $954.0 million block of single premium deferred annuities ("SPDAs") entered into with Fidelity & Guaranty Life Insurance Company ("F&G Life") during the third quarter of 1996 and the investment of portfolio earnings for the twelve months ended June 30, 1997 of $0.8 billion. Under the F&G Life transaction, the investment risk of the policies was transferred to the Company, while F&G Life continues to administer the policies. Net realized investment gains were $2.7 million for the second quarter of 1997 compared to net realized investment losses of $2.5 million for the second quarter of 1996. For the first six months of 1997, net realized investment gains were $15.5 million compared to net realized investment losses of $0.4 million for the first six months of 1996. Sales of fixed maturity investments generally are made to maximize total return. The net realized investment gains in 1997 included gains on the sales of fixed maturity investments of $8.1 million and gains on redemption of seed money investments in separate account mutual funds sponsored by the Company of $7.4 million. The net realized investment losses in 1996 were attributable to sales of fixed maturity investments. Surrender charges are revenues earned on the early withdrawal of fixed, equity-indexed and variable annuity policyholder balances. Surrender charges on fixed, equity-indexed and variable annuity withdrawals generally are assessed at declining rates applied to policyholder withdrawals during the first five to seven years of the contract. Total surrender charges were $3.8 million for the second quarter of 1997 and 1996. For the first six months of 1997, surrender charges were $7.3 million compared to $7.5 million for the first six months of 1996. On an annualized basis, total fixed, equity-indexed and variable annuity withdrawals represented 10.9% and 10.8% of the total average annuity policyholder and separate account balances for the second quarter of 1997 and 1996, respectively, and 11.0% and 10.3% of the total average policyholder and separate account balances for the first six months of 1997 and 1996, respectively. The increase in withdrawals in 1997 was primarily attributable to surrenders of annuities acquired in the F&G Life transaction; excluding these surrenders, the withdrawal percentage for the first six months of 1997 would have been 9.6%. Separate account fees are primarily mortality and expense charges earned on variable annuity and variable life policyholder balances. These fees, which are based on the market values of the assets supporting the contracts in separate accounts, were $4.0 million for the second quarter of 1997 compared to $3.6 million for the second quarter of 1996. Such fees represented 1.5% of average variable annuity and variable life separate account balances for the second quarter of 1997 and 1996. For the first six months of 1997, separate account fees were $7.9 million compared to $7.0 million in first six months of 1996. These fees represented 1.5% of average variable annuity and variable life separate account balances for the first six months of 1997 and 1996. Management fees are primarily investment advisory fees related to the separate account assets. The fees are based on the levels of assets under management, which are affected by product sales and redemptions and changes in the market values of the investments managed. Management fees were $0.8 million for the second quarter of 1997 compared to $0.6 million for the second quarter of 1996. The increase of $0.2 million in 1997 compared to 1996 primarily reflects a higher level of average assets under management. For the first six months of 1997, management fees were $1.6 million compared to $1.2 million in 1996. The increase of $0.4 million in 1997 compared to 1996 primarily reflects a higher level of average assets under management Operating expenses primarily represent compensation and other general and administrative expenses. These expenses were $12.0 million for the second quarter of 1997 compared to $10.2 million for the second quarter of 1996. For the first six months of 1997, operating expenses were $24.1 million compared to $22.0 million for the first six months of 1996. The increase in 1997 compared to 1996 was primarily due to higher employee related expenses. Amortization of deferred policy acquisition costs relates to the costs of acquiring new business which vary with, and are primarily related to, the production of new annuity business. Such costs include commissions, costs of policy issuance and underwriting and selling expenses. Amortization was $19.5 million for the second quarter of 1997 compared to $14.9 million for the second quarter of 1996. Amortization of deferred policy acquisition costs was $35.7 million for the six months ended June 30, 1997 compared to $29.0 million for the six months ended June 30, 1996. The increase in amortization in 1997 compared to 1996 was primarily related to the increase in investment spread from the growth of business in force associated with fixed, equity-indexed and variable annuity products. Amortization expense represented 30.7% and 28.5% of investment spread for the second quarter of 1997 and 1996, respectively. For the first six months of 1997 and 1996, the corresponding percentages were 29.1% and 28.5%, respectively. Amortization of value of insurance in force relates to the actuarially- determined present value of projected future gross profits from policies in force at the date of acquisition. Amortization totaled $1.8 million for the second quarter of 1997 compared to $1.9 million for the second quarter of 1996. The second quarter of 1997 included increased amortization of $1.5 million related to the F&G Life transaction offset by decreased amortization related to a change in mortality assumptions. Amortization of value of insurance in force totaled $5.1 million for the six months ended June 30, 1997 compared to $3.6 million for the six months ended June 30, 1996. The first six months of 1997 included increased amortization of $3.0 million related to the F&G Life transaction partially offset by decreased amortization related to a change in mortality assumptions. Federal income tax expense was $13.8 million or 34.6% of pretax income for the second quarter of 1997 compared to $9.7 million, or 32.7% of pretax income for the second quarter of 1996. For the first six months of 1997, federal income tax expense was $29.7 million or 34.0% of pretax income, compared to $20.4 million or 33.9% of pretax income for the first six months of 1996. Financial Condition Stockholder's equity as of June 30, 1997 was $1.04 billion compared to $0.98 billion as of December 31, 1996. The increase in stockholder's equity was due to a $0.2 million increase in net unrealized gains and $57.6 million of net income for the period. The Company's total investments at June 30, 1997 reflected net unrealized gains of $231.3 million. At December 31, 1996, such net unrealized investment gains were $229.8 million. Approximately $10.7 billion, or 97.1%, of the fixed maturity investments at June 30, 1997, was rated by Standard & Poor's Corporation, Moody's Investors Service or under comparable statutory rating guidelines established by the National Association of Insurance Commissioners. At June 30, 1997, the carrying value of investments in below investment grade securities totaled $1.0 billion, or 7.7% of total cash and investments of $13.2 billion compared to $1.0 billion, or 8.0% of total cash and investments of $12.3 billion at December 31, 1996. Below investment grade securities generally provide higher yields and involve greater risks than investment grade securities because their issuers typically are more highly leveraged and more vulnerable to adverse economic conditions than investment grade issuers. In addition, the trading market for these securities is usually more limited than for investment grade securities. Management of the Company's Investments Asset-liability management is utilized by the Company to minimize the risks of interest rate fluctuations and policyholder withdrawals. The Company believes that its fixed and equity-indexed policyholder balances should be backed by investments, principally comprised of fixed maturities, that generate predictable rates of return. The Company does not have a specific target rate of return. Instead, its rates of return vary over time depending on the current interest rates, the slope of the yield curve and the excess at which fixed maturities are priced over the yield curve. Its portfolio strategy is designed to achieve acceptable risk-adjusted returns by effectively managing portfolio liquidity and credit quality. The Company conducts its investment operations to closely match the duration of the assets in its investment portfolio to its policyholder balances. The Company seeks to achieve an acceptable spread between what it earns on its assets and interest credited on its policyholder balances by investing principally in fixed maturities. The Company's fixed-rate products incorporate surrender charges to encourage persistency and make the cost of its policyholder balances more predictable. Approximately 85.9% of the Company's fixed annuity policyholder balances were subject to surrender charges at June 30, 1997 compared to 85.4% at December 31, 1996. As part of its asset-liability management discipline, the Company conducts detailed computer simulations that model its fixed-maturity assets and liabilities under commonly used stress-test interest rate scenarios. Based on the results of these computer simulations, the investment portfolio has been constructed with a view to maintaining a desired investment spread between the yield on portfolio assets and the interest credited on its policyholder balances under a variety of possible future interest rate scenarios. At June 30, 1997 and December 31, 1996, the effective duration of the Company's fixed maturities investments (including certain cash and cash equivalents) was approximately 2.8 years. As a component of its investment strategy and to reduce its exposure to interest rate risk, the Company utilizes interest rate swap and interest rate cap agreements to match assets more closely to liabilities. Swap agreements are agreements to exchange with counterparty interest rate payments of differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. The Company currently utilizes swap agreements to reduce asset duration and to better match interest rates earned on longer-term fixed-rate assets with interest credited to policyholders. The Company had 43 outstanding swap agreements with an aggregate notional principal amount of $2.4 billion and 39 outstanding swap agreements and with an aggregate notional principal amount $2.3 billion, as of June 30, 1997 and December 31, 1996, respectively. Cap agreements are agreements with a counterparty which require the payment of a premium for the right to receive payments for the difference between the cap interest rate and a market interest rate on specified future dates based on an underlying principal balance (notional principal) to hedge against rising interest rates. The Company had interest rate cap agreements with an aggregate notional amount of $450.0 million as of June 30, 1997 and December 31, 1996, respectively. With respect to the Company's equity-indexed annuity, the Company buys call options on the S&P 500 Index to hedge its obligations provide returns based upon this index. The Company had call options with a book value of $241.3 million and $109.6 million as of June 30, 1997 and December 31, 1996, respectively. There are risks associated with some of the techniques the Company uses to match its assets and liabilities. The primary risk associated with swap, cap and call option agreements is counterparty nonperformance. The Company believes that the counterparties to its swap and call option agreements are financially responsible and that the counterparty risk associated with these transactions is minimal The Company routinely reviews its portfolio of investment securities. The Company identifies monthly any investments that require additional monitoring, and carefully reviews the carrying value of such investments at least quarterly to determine whether specific investments should be placed on a nonaccrual basis and to determine declines in value that may be other than temporary. In making these reviews, the Company principally considers the adequacy of collateral (if any), compliance with contractual covenants, the borrower's recent financial performance, news reports and other externally generated information concerning the creditor's affairs. In the case of publicly traded fixed maturity investments, management also considers market value quotations, if available. Liquidity The Company's liquidity needs and financial resources pertain to the management of the general account assets and policyholder balances. The Company uses cash for the payment of annuity and life insurance benefits, operating expenses and policy acquisition costs, and the purchase of investments. The Company generates cash from annuity premiums and deposits, net investment income, and from maturities and sales of its investments. Annuity premiums, maturing investments and net investment income have historically been sufficient to meet the Company's cash requirements. The Company monitors cash and cash equivalents in an effort to maintain sufficient liquidity and has strategies in place to maintain sufficient liquidity in changing interest rate environments. Consistent with the nature of its obligations, the Company has invested a substantial amount of its general account assets in readily marketable securities. At June 30, 1997, $10.0 billion, or 75.2%, of the Company's general account investments are considered readily marketable. To the extent that unanticipated surrenders cause the Company to sell for liquidity purposes a material amount of securities prior to their maturity, such surrenders could have a material adverse effect on the Company. However, the Company believes that liquidity to fund withdrawals would be available through incoming cash flow, the sale of short-term or floating-rate instruments or investment securities in its short duration portfolio, thereby precluding the sale of fixed maturity investments in a potentially unfavorable market. Current Rhode Island insurance law permits the payment of dividends or distributions from the Company to Liberty Financial, which, together with dividends and distributions paid during the preceding 12 months, do not exceed the lesser of (i) 10% of statutory surplus as of the preceding December 31 or (ii) the net gain from operations for the preceding fiscal year. Any proposed dividend in excess of this amount is called an "extraordinary dividend" and may not be paid until it is approved by the Commissioner of Insurance of the State of Rhode Island. As of June 30, 1997, the amount of dividends that the Company could pay without such approval was $42.5 million. Based upon the historical cash flow of the Company, the Company's current financial condition and the Company's expectation that there will not be a material adverse change in the results of operations of the Company and its subsidiaries during the next twelve months, the Company believes that cash flow provided by operating activities over this period will provide sufficient liquidity for the Company to meet its liquidity needs. The Company's cash flow may be influenced by, among other things, general economic conditions, realized investment gains and losses, the interest rate environment, market changes, regulatory changes and tax law changes. Effects of Inflation Inflation has not had a material effect on the Company's consolidated results of operations to date. The Company manages its investment portfolio in part to reduce its exposure to interest rate fluctuations. In general, the fair value of the Company's fixed maturity portfolio increases or decreases in inverse relationship with fluctuations in interest rates, and the Company's net investment income increases or decreases in direct relationship with interest rate changes. For example, if interest rates decline the Company's fixed maturity investments generally will increase in fair value, while net investment income will decrease as fixed maturity investments mature or are sold and the proceeds are reinvested at reduced rates. However, inflation may result in increased operating expenses that may not be readily recoverable in the prices of the services charged by the Company. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit #27 Financial Data Schedule - page 15 (b) Reports on Form 8-K There were no reports filed on Form 8-K during the quarter ended June 30, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KEYPORT LIFE INSURANCE COMPANY _________/s/ Bernhard M. Koch_________ Bernhard M. Koch (Duly Authorized Officer and Chief Financial Officer) _________/s/ Jeffery J.Whitehead_______ Jeffery J. Whitehead (Duly Authorized Officer and Chief Accounting Officer) Date: August 14, 1997 Exhibit Index Exhibit No. Description Page 27 Financial Data Schedule 16