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, 1998 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 numbers 33-3630 and 333-1783 KEYPORT LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) Rhode Island 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, 1998. Exhibit Index - Page 15 Page 1 of 16 KEYPORT LIFE INSURANCE COMPANY QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 1998 TABLE OF CONTENTS Part I. FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheets as of June 30, 1998 and December 31, 1997 3 Consolidated Income Statements for the Three and Six Month Periods Ended June 30, 1998 and 1997 4 Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 1998 and 1997 5 Notes to Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8-13 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 SHEETS (in thousands) June 30, December 31, ASSETS 1998 1997 Unaudited Cash and investments: Fixed maturities available for sale (amortized cost: 1998 - $11,225,320; 1997 - $10,981,618) $ 11,472,187 $ 11,246,539 Equity securities (cost: 1998 - $43,475; 1997 - $21,950) 67,690 40,856 Mortgage loans 57,723 60,662 Policy loans 574,025 554,681 Other invested assets 583,032 440,773 Cash and cash equivalents 1,230,617 1,162,347 Total cash and investments 13,985,274 13,505,858 Accrued investment income 164,264 165,035 Deferred policy acquisition costs 264,021 232,039 Value of insurance in force 53,096 53,298 Intangible assets 18,710 18,058 Income taxes recoverable 33,501 22,537 Receivable for investments sold 102,376 1,398 Other assets 24,991 14,777 Separate account assets 1,488,708 1,329,189 Total assets $ 16,134,941 $ 15,342,189 LIABILITIES AND STOCKHOLDER'S EQUITY Liabilities: Policy liabilities $ 12,491,397 $ 12,086,076 Deferred income taxes 153,514 133,003 Payable for investments purchased and loaned 845,356 722,116 Other liabilities 40,929 34,015 Separate account liabilities 1,447,994 1,263,958 Total liabilities 14,979,190 14,239,168 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 Accumulated other comprehensive income 84,866 82,277 Retained earnings 561,937 511,796 Total stockholder's equity 1,155,751 1,103,021 Total liabilities and stockholder's equity $ 16,134,941 $ 15,342,189 See accompanying notes KEYPORT LIFE INSURANCE COMPANY CONSOLIDATED INCOME STATEMENTS (in thousands) Unaudited Three Months Ended Six Months Ended June 30 June 30 1998 1997 1998 1997 Investment income $ 200,955 $ 210,655 $ 407,030 $ 417,170 Interest credited to policyholders 140,198 147,224 282,334 294,537 Investment spread 60,757 63,431 124,696 122,633 Net realized investment (losses) gains (2,483) 2,669 (1,665) 15,465 Fee income: Surrender charges 5,409 3,765 9,620 7,301 Separate account fees 5,394 4,010 10,102 7,949 Management fees 1,597 803 2,555 1,580 Total fee income 12,400 8,578 22,277 16,830 Expenses: Policy benefits (560) (1,133) (1,020) (2,154) Operating expenses (13,611) (12,036) (29,150) (24,066) Amortization of deferred policy acquisition costs (18,346) (19,483) (37,321) (35,740) Amortization of value of insurance in force (1,216) (1,830) (2,692) (5,067) Amortization of intangible assets (314) (282) (628) (564) Total expenses (34,047) (34,764) (70,811) (67,591) Income before income taxes 36,627 39,914 74,497 87,337 Income tax expense (12,535) (13,819) (24,356) (29,704) Net income $ 24,092 $ 26,095 $ 50,141 $ 57,633 See accompanying notes KEYPORT LIFE INSURANCE COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Unaudited Six Months Ended June 30, 1998 1997 Cash flows from operating activities: Net income $ 50,141 $ 57,633 Adjustments to reconcile net income to net cash provided by operating activities: Interest credited to policyholders 282,334 294,537 Net realized investment losses (gains) 1,665 (15,465) Amortization of value of insurance in force and intangible assets 3,320 5,631 Net amortization on investments 28,245 16,252 Change in deferred policy acquisition costs (20,933) (5,152) Change in current and deferred income taxes 30,246 18,201 Net change in other assets and liabilities (13,508) 11,631 Net cash provided by operating activities 361,510 383,268 Cash flows from investing activities: Investments purchased - available for sale (3,498,283) (2,225,298) Investments sold - available for sale 2,690,757 975,742 Investments matured - available for sale 561,207 969,714 Increase in policy loans (19,344) (13,837) Decrease in mortgage loans 2,939 3,374 Other invested assets sold (purchased), net 32,134 - Value of business acquired, net of cash (3,999) - Net cash used in investing activities (234,589) (290,305) Cash flows from financing activities: Withdrawals from policyholder accounts (850,835) (631,770) Deposits to policyholder accounts 775,231 507,605 Securities lending 16,953 478,767 Net cash (used in) provided by financing activities (58,651) 354,602 Change in cash and cash equivalents 68,270 447,565 Cash and cash equivalents at beginning of period 1,162,347 767,385 Cash and cash equivalents at end of period $ 1,230,617 $ 1,214,950 See accompanying notes KEYPORT LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unaudited 1. General In the opinion of management, all adjustments consisting of normal recurring accruals which are necessary for a fair presentation of the financial position of Keyport Life Insurance Company (the Company) at June 30, 1998 and December 31, 1997, and its cash flows and results of its operations for the three month and six month periods ended June 30, 1998 and 1997, have been made. 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 1997 Form 10-K. The results of operations for the six month period ended June 30, 1998 are not necessarily indicative of the results to be expected for the full year. Certain previously reported amounts have been reclassified to conform with 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 fixed maturity investments as "available for sale", which are carried at fair value. 3. Acquisitions On January 2, 1998, the Company acquired the common stock of American Benefit Life Insurance Company, renamed Keyport Benefit Life Insurance Company on March 31, 1998, a New York insurance company, for $7.4 million. The acquisition was accounted for as a purchase and, accordingly, operating results are included in the consolidated financial statements from the date of acquisition. In connection with the acquisition, the Company acquired assets with a fair value of $9.4 million and assumed liabilities of $3.2 million. 4. Recent Accounting Change As of January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income" (FAS 130). FAS 130 establishes new rules for the reporting and display of comprehensive income and its components; however, the adoption of this statement did not have any impact on the Company's net income or stockholder's equity. FAS 130 requires unrealized gains or losses on the Company's available-for-sale securities, which prior to adoption were reported separately in stockholder's equity, to be included in accumulated other comprehensive income. Prior year financial statements have been reclassified to conform to the requirements of FAS 130. Total comprehensive income, net of tax, for the six month periods ended June 30, 1998 and 1997, amounted to $52.7 million and $57.8 million, respectively. 5. Recent Accounting Prouncement In June 1998, Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities", was issued. This statement standardizes the accounting for derivative instruments and the derivative portion of certain other contracts that have similar characteristics by requiring that an entity recognize those instruments at fair value. This statement also requires a new method of accounting for hedging transactions, prescribes the type of items and transactions that may be hedged, and specifies detailed criteria to be met to qualify for hedge accounting. This statement is effective for fiscal years beginning after June 15, 1999. Earlier adoption is permitted as of July 1, 1998. The Company is evaluating the impact of this statement. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations Net income was $24.1 million for the second quarter of 1998 compared to $26.1 million for the second quarter of 1997. Year-to-date, net income was $50.1 million compared to $57.6 million in the prior year. The decrease in the second quarter is attributable to decreases in investment spread and net realized investment gains offset by increases in fee income. The year- to-date decrease is due to a decline in net realized investment gains and increases in operating expenses and fee income. Investment spread is the amount by which investment income earned on the Company's investments exceeds interest credited to policyholder balances. Investment spread was $60.8 million for the second quarter of 1998 compared to $63.4 million for the second quarter of 1997. The amount by which the average yield on investments exceeds the average interest credited rate on policyholder balances is the investment spread percentage, which amounted to 1.71% in the second quarter of 1998 and 1.93% in the second quarter of 1997. For the first six months of 1998, investment spread was $124.7 million compared to $122.6 million for the first six months of 1997. The investment spread percentage was 1.78% for the first six months of 1998 compared to 1.89% for the first six months of 1997. Investment income was $201.0 million for the second quarter of 1998 compared to $210.7 million for the second quarter of 1997. The decrease of $9.7 million in 1998 compared to 1997 primarily relates to a $18.2 million decrease resulting from a lower average investment yield, substantially offset by a $8.5 million increase as a result of a higher level of average invested assets. The second quarter 1998 investment income was net of $17.9 million of S&P 500 Index call option amortization expense related to the Company's equity-indexed annuities compared to $9.8 million in the second quarter of 1997. The average investment yield was 6.32% in the second quarter of 1998 compared to 6.92% in the second quarter of 1997. Year-to-date, investment income was $407.0 million compared to $417.2 million in the prior year. The decrease of $10.2 million in 1998 compared to 1997 is attributable to a $28.2 million decrease resulting from a lower average investment yield, substantially offset by a $18.1 million increase as a result of a higher level of average invested assets. The first six months of 1998 investment income included $35.2 million of S&P 500 Index call option amortization expense related to the Company's equity-indexed annuities compared to $17.6 million in the prior year. The average investment yield was 6.44% for the first six months of 1998 compared to 6.90% for the first six months of 1997. Interest credited to policyholders totaled $140.2 million for the second quarter of 1998 compared to $147.2 million for the second quarter of 1997. The decrease of $7.0 million in 1998 compared to 1997 relates to a $11.1 million decrease resulting from a lower average interest credited rate, partially offset by a $4.1 million increase as a result of a higher level of average policyholder balances. Policyholder balances averaged $12.2 billion for the second quarter of 1998 ($10.4 billion of fixed products and $1.8 billion of equity-indexed annuities) compared to $11.8 billion ($10.7 billion of fixed products and $1.1 billion of equity-indexed annuities) for the second quarter of 1997. The average interest credited rate was 4.61% (5.31% on fixed products and .85% on equity-indexed annuities) for the second quarter of 1998 compared to 4.99% (5.42% on fixed products and .85% on equity-indexed annuities) in the second quarter of 1997. The Company's equity-indexed annuities credit interest to the policyholder at a "participation rate" equal to a portion (ranging for existing policies from 55% to 95%) of the change in value of the S&P 500 Index. For the first six months of 1998, interest credited to policyholders totaled $282.3 million compared to $294.5 million for the first six months of 1997. The decrease of $12.2 million in the first six months of 1998 compared to the first six months of 1997 is due to a $21.0 million decrease resulting from a lower average interest credited rate, partially offset by a $8.8 million increase as a result of a higher level of average policyholder balances. Policyholder balances averaged $12.1 billion ($10.4 billion of fixed products and $1.7 billion of equity-indexed annuities) for the first six months of 1998 compared to $11.7 billion ($10.8 billion of fixed products and $.9 billion of equity-indexed annuities) for the first six months of 1997. The average year-to-date interest credited rate was 4.66% (5.31% on fixed products and .85% on equity-indexed annuities) in 1998 compared to 5.01% (5.39% on fixed products and .85% on equity-indexed annuities) in 1997. Average investments (computed without giving effect to SFAS 115), including a portion of the Company's cash and cash equivalents, were $12.7 billion for the second quarter of 1998 compared to $12.2 billion in the second quarter of 1997. For the first six months of 1998, such average investments were $12.7 billion compared to $12.1 billion in the prior year. These increases primarily relate to reinvestment of portfolio earnings. Net realized investment losses were $2.5 million in the second quarter of 1998 compared to net realized investment gains of $2.7 million in the second quarter of 1997. Year-to-date, net realized investment losses were $1.7 million compared to net realized investment gains of $15.5 in 1997. 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 and gains on redemption of seed money investments in separate account mutual funds sponsored by the Company. 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 $5.4 million in the second quarter of 1998 compared to $3.8 in 1997. Year-to-date, surrender charges were $9.6 million compared to $7.3 million in 1997. On an annualized basis, total fixed, equity-indexed and variable annuity withdrawals represented 14.6% and 10.9% of the total average annuity policyholder and separate account balances for the second quarter of 1998 and 1997, respectively, and 14.4% and 11.0% of the total average policyholder and separate account balances for the first six months of 1998 and 1997, respectively. 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 $5.4 million in the second quarter of 1998 compared to $4.0 million in 1997. Such fees represented 1.51% and 1.50% of average variable annuity and variable life separate account balances for the second quarters of 1998 and 1997, respectively. Year-to-date, separate account fees were $10.1 million compared to $7.9 million in 1997. These fees represented 1.47% and 1.52% of average variable annuity and variable life separate account balances for the first six months of 1998 and 1997, respectively. 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, redemptions, and changes in the market values of the investments managed. Management fees were $1.6 million in the second quarter of 1998 compared to $0.8 million in the second quarter of 1997. The increase of $0.8 million in 1998 compared to 1997 primarily reflects a higher level of average assets under management. Year-to-date, management fees were $2.6 million compared to $1.6 million in 1997. The increase of $1.0 reflects a higher level of average assets under management. Operating expenses primarily represent compensation and other general and administrative expenses. These expenses were $13.6 million in the second quarter of 1998 compared to $12.0 million in the second quarter of 1997. For the first six months of 1998, operating expenses were $29.2 million compared to $24.1 million in the prior year. The increase in 1998 is primarily due to higher employee related expenses. Amortization of deferred policy acquisition costs relates to the costs of acquiring new business that 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 $18.3 million in the second quarter of 1998 compared to $19.5 million in the second quarter of 1997. Amortization of deferred policy acquisition costs was $37.3 million for the six months ended June 30, 1998 compared to $35.7 million for the six months ended June 30, 1997. The increase in amortization in the first six months of 1998 compared to 1997 was primarily related to the increase in investment spread from the growth of business in force associated with fixed and equity-indexed annuities and the increased sales of variable annuity policies. Amortization expense represented 30.2% and 30.7% of investment spread in the second quarter of 1998 and 1997, respectively. For the first six months of 1998 and 1997, the corresponding percentages were 29.9% and 29.1%, 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 $1.2 million in the second quarter of 1998 compared to $1.8 million in 1997. Amortization of value of insurance in force totaled $2.7 million for the six months ended June 30, 1998 compared to $5.1 million for the six months ended June 30, 1997. These decreases in amortization in 1998 compared to 1997 are due to a change in mortality assumptions. Federal income tax expense was $12.5 million or 34.2% of pretax income in the second quarter of 1998 compared to $13.8 million, or 34.6% of pretax income in the second quarter of 1997. Year-to-date, federal income tax expense was $24.4 million or 32.7% of pretax income, compared to $29.7 million or 34.0% of pretax income for the first six months of 1997. Financial Condition Stockholder's Equity as of June 30, 1998 was $1.16 billion compared to $1.10 billion as of December 31, 1997. The increase in stockholder's equity was due to $50.1 million of net income for the period and appreciation of available for sale securities. Investments not including cash and cash equivalents totaled $12.8 billion at June 30, 1998 compared to $12.3 billion at December 31, 1997. 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 appropriate tax planning, the Company classifies its fixed maturity portfolio as "available for sale" and carries such investments at fair value. The Company's total investments at June 30, 1998 and December 31, 1997 reflected net unrealized gains of $268.3 million and $280.3 million, respectively, relating to its fixed maturity and equity portfolios. Approximately $11.1 billion, or 80.0%, of the Company's general account investments at June 30, 1998, was rated by Standard & Poor's Corporation, Moody's Investors Service or under comparable statutory rating guidelines established by the NAIC. At June 30, 1998, the carrying value of investments in below investment grade securities totaled $1.1 billion, or 8.0% of general account investments of $14.0 billion. 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 may be more limited than for investment grade securities. Management of the Company's Investments Asset-liability duration 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 82.1% of the Company's fixed annuity policyholder balances were subject to surrender charges at June 30, 1998. 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 toward 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, 1998 the effective duration of the Company's fixed maturities investments (including certain cash and cash equivalents) was approximately 3.0. Effective duration is a common measure for the price sensitivity of a fixed-income portfolio to changes in interest rates. It measures the approximate percentage change in the market value of a portfolio when interest rates change by 100 basis points. This measure includes the impact of estimated changes in portfolio cash flows from features such as prepayments and bond calls. As a component of its investment strategy and to reduce its exposure to interest rate risk, the Company utilizes interest rate swap agreements 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 earned on longer-term fixed-rate assets with interest credited to policyholders. The Company had 41 and 45 outstanding swap agreements with an aggregate notional principal amount of $2.4 billion and $2.6 billion at June 30, 1998 and December 31, 1997, respectively. Cap agreements are agreements with a counterparty that 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 $250.0 million as of June 30, 1998 and December 31, 1997, respectively. With respect to the Company's equity-indexed annuities, the Company buys call options on the 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 $473.1 million and $323.3 million as of June 30, 1998 and December 31, 1997, 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, cap and call option agreements are financially responsible and that the counterparty risk associated with these transactions is minimal. In addition, swap and cap agreements have interest rate risk and call options have stock market risk. These swap and cap agreements hedge fixed-rate assets and the Company expects that any interest rate movements that adversely affect the market value of swap and cap agreements would be offset by changes in the market values of such fixed rate assets. However, there can be no assurance that these hedges will be effective in offsetting the potential adverse effects of changes in interest rates. Similarly, the call options hedge the Company's obligations to provide returns on equity-indexed annuities based upon the S&P 500 Index, and the Company believes that any stock market movements that adversely affect the market value of S&P 500 Index call options would be substantially offset by a reduction in policyholder liabilities. However, there can be no assurance that these hedges will be effective in offsetting the potentially adverse effects of changes in S&P 500 Index levels. The Company's profitability could be adversely affected if the value of its swap and cap agreements increase less than (or decrease more than) the change in the market value of its fixed rate assets and/or if the value of its S&P 500 call options increase less than (or decrease more than) the value of the guarantees made to equity-indexed policyholders. 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, 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, 1998, $10.5 billion, or 75.0%, 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. Although no assurance can be given, the Company believes that liquidity to fund withdrawals would be available through incoming cash flow, the sale of short-term or floating-rate instruments, 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, 1998, the amount of dividends that the Company could pay without such approval was $70.3 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. Year 2000 Many existing computer programs use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results by or at the Year 2000. This potential problem has become known as the "Year 2000 issue". The Year 2000 issue affects virtually all companies and organizations. Computer applications that are affected by the Year 2000 issue could impact Keyport's business functions in various ways, ranging from a complete inability to perform critical business functions to a loss of productivity in varying degrees. Likewise, the failure of some computer applications could have no impact on critical business functions. Keyport is assessing and addressing the Year 2000 issue by implementing a four-step plan. The first two steps involve inventorying all the computer applications that support Keyport's business functions and prioritizing computer applications that are affected by the Year 2000 issue based upon the degree of impact each has on the functioning of Keyport's business units. The first two steps of the plan are substantially complete. The final two steps of the four-step plan involve remediation of affected computer applications (i.e., repairing or replacing programs, including those which interface with third-party computer applications that have unremediated Year 2000 issues, and appropriate testing) and reinstallation of computer applications. For computer applications that are "mission critical" (i.e., their failure would result in the complete inability to perform critical business functions), Keyport expects to complete the final two steps of the plan by December 31, 1998. Remediation and reinstallation of non-critical computer applications are scheduled to be completed by December 31, 1999. Keyport believes that the Year 2000 issue could have a material impact on Keyport's operations if the four-step plan is not timely implemented. However, based upon the progress that is being made, Keyport believes that the timetable for implementing the plan will be met and that the Year 2000 issue will not pose significant operational problems for its computer systems. 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 16 (b) Reports on Form 8-K There were no reports filed on Form 8-K during the quarter ended June 30, 1998. 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 Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Jeffery J. Whitehead Jeffery J. Whitehead Vice President and Treasurer (Chief Accounting Officer) Date: August 13, 1998 Exhibit Index Exhibit No. Description Page 27 Financial Data Schedule 16