1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000 COMMISSION FILE NUMBERS 33-26322; 33-46827; 33-52254; 33-60290; 33-58303; 333-33863; 333-34192 MERRILL LYNCH LIFE INSURANCE COMPANY (Exact name of Registrant as specified in its charter) ARKANSAS 91-1325756 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 7 ROSZEL ROAD PRINCETON, NJ 08540-6205 (Address of Principal Executive Offices) (609) 627-3950 (Registrant's telephone number including area code) 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. Yes X No __ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. COMMON 250,000 REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART I Financial Information Item 1. Financial Statements. MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) BALANCE SHEETS (Dollars in thousands) (Unaudited) September 30, December 31, ASSETS 2000 1999 - ------- ------------- ------------- INVESTMENTS: Fixed maturity securities, at estimated fair value (amortized cost: 2000 - $2,099,531; 1999 - $2,228,921) $ 2,021,600 $ 2,138,335 Equity securities, at estimated fair value (cost: 2000 - $230,972; 1999 - $214,153) 215,116 186,575 Trading account securities, at estimated fair value 25,180 22,212 Real estate held-for-sale 19,447 20,072 Policy loans on insurance contracts 1,181,058 1,159,163 ------------- ------------- Total Investments 3,462,401 3,526,357 CASH AND CASH EQUIVALENTS 143,877 92,181 ACCRUED INVESTMENT INCOME 72,998 73,167 DEFERRED POLICY ACQUISITION COSTS 501,639 475,915 FEDERAL INCOME TAXES - DEFERRED 29,148 37,383 REINSURANCE RECEIVABLES 4,009 4,194 AFFILIATED RECEIVABLES - NET 5,088 287 RECEIVABLES FROM SECURITIES SOLD 1,139 566 OTHER ASSETS 41,099 47,437 SEPARATE ACCOUNTS ASSETS 13,215,235 12,860,562 ------------ ------------- TOTAL ASSETS $ 17,476,633 $ 17,118,049 ============= ============= See accompanying notes to financial statements. (continued) MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) BALANCE SHEETS (Continued) (Dollars in thousands, except common stock par value and shares) (Unaudited) September 30, December 31, LIABILITIES AND STOCKHOLDER'S EQUITY 2000 1999 - ------------------------------------- ------------- ------------- LIABILITIES: POLICYHOLDER LIABILITIES AND ACCRUALS: Policyholders' account balances $ 3,456,963 $ 3,587,867 Claims and claims settlement expenses 102,563 85,696 ------------- ------------- Total policyholder liabilities and accruals 3,559,526 3,673,563 OTHER POLICYHOLDER FUNDS 17,452 25,095 LIABILITY FOR GUARANTY FUND ASSESSMENTS 9,826 14,889 FEDERAL INCOME TAXES - CURRENT 20,934 12,806 PAYABLE FOR SECURITIES PURCHASED 9,981 339 UNEARNED POLICY CHARGE REVENUE 95,208 77,663 OTHER LIABILITIES 30,324 25,868 SEPARATE ACCOUNTS LIABILITIES 13,207,343 12,853,960 ------------- ------------- Total Liabilities 16,950,594 16,684,183 STOCKHOLDER'S EQUITY: Common stock ($10 par value; authorized: 1,000,000 shares; issued and outstanding: 250,000 shares) 2,500 2,500 Additional paid-in capital 347,324 347,324 Retained earnings 220,565 134,127 Accumulated other comprehensive loss (44,350) (50,085) ------------- ------------- Total Stockholder's Equity 526,039 433,866 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 17,476,633 $ 17,118,049 ============= ============= See accompanying notes to financial statements. MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) STATEMENTS OF EARNINGS (Dollars in thousands) (Unaudited) Nine Months Ended September 30, ---------------------------------- 2000 1999 ------------ ------------ REVENUES: Investment revenue: Net investment income $ 178,733 $ 192,173 Net realized investment gains 2,038 5,310 Policy charge revenue 202,882 168,541 ------------ ------------ Total Revenues 383,653 366,024 ------------ ------------- BENEFITS AND EXPENSES: Interest credited to policyholders' account balances 123,946 131,977 Market value adjustment expense 249 2,077 Policy benefits (net of reinsurance recoveries: 2000 - $12,169 1999 - $10,613) 29,943 24,334 Reinsurance premium ceded 17,747 16,118 Amortization of deferred policy acquisition costs 36,561 47,741 Insurance expenses and taxes 42,225 39,931 ------------ ------------ Total Benefits and Expenses 250,671 262,178 ------------- ------------- Earnings Before Federal Income Tax Provision 132,982 103,846 FEDERAL INCOME TAX PROVISION (BENEFIT): Current 41,398 39,039 Deferred 5,146 (2,693) ------------ ------------ Total Federal Income Tax Provision 46,544 36,346 ------------ ------------ NET EARNINGS $ 86,438 $ 67,500 ============ ============= See accompanying notes to financial statements. MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) STATEMENTS OF EARNINGS (Dollars in thousands) (Unaudited) Three Months Ended September 30, ---------------------------------- 2000 1999 ------------ ------------ REVENUES: Investment revenue: Net investment income $ 58,709 $ 62,011 Net realized investment gains 775 171 Policy charge revenue 74,809 58,713 ------------ ------------ Total Revenues 134,293 120,895 ------------ ------------ BENEFITS AND EXPENSES: Interest credited to policyholders' account balances 41,180 43,126 Market value adjustment expense 127 385 Policy benefits (net of reinsurance recoveries: 2000 - $3,417 1999 - $3,203) 9,464 8,254 Reinsurance premium ceded 6,061 5,383 Amortization of deferred policy acquisition costs 3,086 16,508 Insurance expenses and taxes 11,394 14,063 ------------ ------------ Total Benefits and Expenses 71,312 87,719 ------------ ------------ Earnings Before Federal Income Tax Provision 62,981 33,176 FEDERAL INCOME TAX PROVISION: Current 18,179 11,310 Deferred 3,865 301 ------------ ------------ Total Federal Income Tax Provision 22,044 11,611 ------------ ------------ NET EARNINGS $ 40,937 $ 21,565 ============ ============= See accompanying notes to financial statements. MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) (Unaudited) Nine Months Ended September 30, ---------------------------------- 2000 1999 ------------ ------------ NET EARNINGS $ 86,438 $ 67,500 ------------ ------------ OTHER COMPREHENSIVE INCOME (LOSS): Net unrealized gains (losses) on available-for-sale securities: Net unrealized holding gains (losses) arising during the period 25,744 (103,706) Reclassification adjustment for gains included in net earnings (1,537) (5,481) ------------ ------------ Net unrealized gains (losses) on investment securities 24,207 (109,187) Adjustments for: Policyholder liabilities (6,050) 23,049 Deferred policy acquisition costs (9,333) 28,962 Deferred federal income taxes (3,089) 20,011 ------------ ------------ Total other comprehensive income (loss), net of tax 5,735 (37,165) ------------ ------------ COMPREHENSIVE INCOME $ 92,173 $ 30,335 ============ ============ See accompanying notes to financial statements. MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) STATEMENTS OF COMPREHENSIVE INCOME (Dollars in thousands) (Unaudited) Three Months Ended September 30, ---------------------------------- 2000 1999 ------------ ------------ NET EARNINGS $ 40,937 $ 21,565 ------------ ------------ OTHER COMPREHENSIVE INCOME (LOSS): Net unrealized gains (losses) on available-for-sale securities: Net unrealized holding gains (losses) arising during the period 31,364 (28,887) Reclassification adjustment for gains included in net earnings (187) (144) ------------ ------------ Net unrealized gains (losses) on investment securities 31,177 (29,031) Adjustments for: Policyholder liabilities (8,164) (1,064) Deferred policy acquisition costs (10,118) 9,542 Deferred federal income taxes (4,512) 7,193 ------------ ------------ Total other comprehensive income (loss), net of tax 8,383 (13,360) ------------ ------------ COMPREHENSIVE INCOME $ 49,320 $ 8,205 ============ ============ See accompanying notes to financial statements. MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) STATEMENTS OF STOCKHOLDER'S EQUITY (Dollars in thousands, except common stock par value and shares) (Unaudited) Accumulated Additional other Total Common paid-in Retained comprehensive stockholder's stock capital earnings loss equity ----------- ----------- ----------- ------------- ------------- BALANCE, JANUARY 1, 1999 $ 2,000 $ 347,324 $ 173,496 $ (230) $ 522,590 Stock dividend paid to parent ($10 par value, 500 shares) 500 (500) Cash dividend paid to parent (135,000) (135,000) Net earnings 96,131 96,131 Other comprehensive loss, net of tax (49,855) (49,855) ----------- ----------- ----------- ------------- ------------- BALANCE, DECEMBER 31, 1999 2,500 347,324 134,127 (50,085) 433,866 Net earnings 86,438 86,438 Other comprehensive income, net of tax 5,735 5,735 ----------- ----------- ----------- ------------- ------------- BALANCE, SEPTEMBER 30, 2000 $ 2,500 $ 347,324 $ 220,565 $ (44,350) $ 526,039 =========== =========== =========== ============= ============= See accompanying notes to financial statements. MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Nine Months Ended September 30, ---------------------------------- 2000 1999 ------------ ------------ Cash Flows From Operating Activities: Net earnings $ 86,438 $ 67,500 Noncash items included in earnings: Amortization of deferred policy acquisition costs 36,561 47,741 Capitalization of policy acquisition costs (71,618) (66,218) Accretion of investments (1,010) (1,277) Interest credited to policyholders' account balances 123,946 131,977 Provision (benefit) for deferred Federal income tax 5,146 (2,693) (Increase) decrease in operating assets: Trading account securities 621 (286) Accrued investment income 169 (3,506) Affiliated receivables (4,801) (260) Other 6,520 2,865 Increase (decrease) in operating liabilities: Claims and claims settlement expenses 16,867 17,733 Other policyholder funds (7,643) (1,852) Liability for guaranty fund assessments (5,063) 1,219 Federal income taxes - current 8,128 (1,529) Unearned policy charge revenue 17,545 17,175 Other 4,456 (10,431) Other operating activities: Net realized investment gains (excluding gains on cash and cash equivalents) (2,038) (5,327) ------------ ------------ Net cash and cash equivalents provided by operating activities 214,224 192,831 ------------ ------------ Cash Flows From Investing Activities: Proceeds from (payments for): Sales of available-for-sale securities 135,791 509,012 Maturities of available-for-sale securities 200,777 306,155 Purchases of available-for-sale securities (216,231) (658,442) Sales of real estate held-for-sale 1,375 13,282 Policy loans on insurance contracts (21,895) (9,821) Recapture of investments in separate accounts 665 9,018 Investment in separate accounts (2,110) (5,326) ------------ ------------ Net cash and cash equivalents provided by investing activities $ 98,372 $ 163,878 ------------ ------------ See accompanying notes to financial statements. (continued) MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) STATEMENTS OF CASH FLOWS (Continued) (Dollars in thousands) (Unaudited) Nine Months Ended September 30, --------------------------------- 2000 1999 ------------ ------------ Cash Flows From Financing Activities: Proceeds from (payments for): Policyholder deposits (excludes internal policy replacement deposits) $ 1,067,651 $ 873,698 Policyholder withdrawals (including transfers to/from separate accounts) (1,328,551) (1,143,944) ------------ ------------ Net cash and cash equivalents used by financing activities (260,900) (270,246) ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 51,696 86,463 CASH AND CASH EQUIVALENTS: Beginning of year 92,181 95,377 ------------ ------------ End of period $ 143,877 $ 181,840 ============ ============ Supplementary Disclosure of Cash Flow Information: Cash paid for: Federal income taxes $ 33,270 $ 40,569 Intercompany interest 672 455 See accompanying notes to financial statements. MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1: BASIS OF PRESENTATION: Merrill Lynch Life Insurance Company (the "Company") is a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc. ("MLIG"). The Company is an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc. ("Merrill Lynch & Co."). The Company sells life insurance and annuity products, including variable life insurance and variable annuities. The interim financial statements for the three and nine month periods are unaudited. In the opinion of management, these unaudited financial statements include all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the financial position and the results of operations in accordance with generally accepted accounting principles. These unaudited financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K ("1999 10K") for the year ended December 31, 1999. The nature of the Company's business is such that the results of any interim period are not necessarily indicative of results for a full year. Certain reclassifications have also been made to prior period financial statements, where appropriate, to conform to the current period presentation. NOTE 2. STATUTORY ACCOUNTING PRACTICES: The Company maintains its statutory accounting records in conformity with accounting practices prescribed or permitted by the Insurance Department of the State of Arkansas and the National Association of Insurance Commissioners. Statutory capital and surplus at September 30, 2000 and December 31, 1999 was $327 million and $268 million, respectively. For the nine month periods ended September 30, 2000 and 1999, statutory net income was $57 million and $70 million, respectively. In March 1998, the National Association of Insurance Commissioners adopted the Codification of Statutory Accounting Principles ("Codification"). The Codification, which is intended to standardize regulatory accounting and reporting for the insurance industry, becomes effective January 1, 2001. However, statutory accounting principles will continue to be established by individual state laws and permitted practices. Codification is not expected to have a material impact on the Company's capital requirements or statutory financial statements. NOTE 3. INVESTMENTS: The Company's investments in debt and equity securities are classified as either available-for-sale or trading and are recorded at fair value. Unrealized gains and losses on available- for-sale securities are included in stockholder's equity as a component of accumulated other comprehensive loss, net of tax. Unrealized gains and losses on trading account securities are included in net realized investment gains (losses). If management determines that a decline in the value of a security is other-than-temporary, the carrying value is adjusted to estimated fair value and the decline in value is recorded as a net realized investment loss. The Company has recorded certain adjustments to deferred policy acquisition costs and policyholders' account balances in connection with unrealized holding gains or losses on investments classified as available-for-sale. The Company adjusts those assets and liabilities as if the unrealized holdings gains or losses had actually been realized, with corresponding credits or charges reported in accumulated other comprehensive loss, net of taxes. The components of net unrealized gains (losses) included in accumulated other comprehensive loss are as follows: September 30, December 31, 2000 1999 ------------- ------------ Assets: Fixed maturity securities $ (77,931) $ (90,586) Equity securities (15,856) (27,578) Deferred policy acquisition costs 33,234 42,567 Federal income taxes - deferred 23,880 26,969 Other assets (7) (4) Separate Accounts assets 861 1,028 ------------- ------------ (35,819) (47,604) ------------- ------------ Liabilities: Policyholders' account balances 8,531 2,481 ------------- ------------ Stockholder's equity: Accumulated other comprehensive loss $ (44,350) $ (50,085) ============= ============ Net realized investment gains (losses), including changes in valuation allowances for the nine months ended September 30, were as follows: September 30, September 30, 2000 1999 ------------- ------------- Available-for-sale securities $ (2,313) $ (2,763) Trading account securities: Net realized investment gains 5,587 807 Net unrealized holding losses (1,998) (473) Investment in Separate Accounts 12 362 Real estate held-for-sale 750 7,394 Cash and cash equivalents - (17) ------------- ------------- Total net realized investment gains $ 2,038 $ 5,310 ============= ============= NOTE 4. ACCOUNTING PRONOUNCEMENTS: In June 1999, the Financial Accounting Standards Board deferred for one year the effective date of the accounting and reporting requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133"). SFAS No.133 requires the Company to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Changes in fair value for derivatives that do not qualify for hedge accounting are reported in earnings. The Company does not have any derivatives that qualify for hedge accounting. The Company will adopt the provisions of SFAS No. 133 on January 1, 2001, and has undertaken initiatives to implement this standard. The Company does not expect SFAS No. 133 to have a material impact on its financial position or results of operations. NOTE 5. SEGMENT INFORMATION In reporting to management, the Company's operating results are categorized into two business segments: Life Insurance and Annuities. The Company's Life Insurance segment consists of variable life insurance products and interest-sensitive life products. The Company's Annuity segment consists of variable annuities and interest sensitive annuities. The Company's organization is structured in accordance with its two business segments. Each segment has its own administrative service center that provides product support to the Company and customer service support to the Company's policyholders. Additionally, marketing and sales management functions, within MLIG, are organized according to these two business segments. The accounting policies of the business segments are the same as those for the Company's financial statements included herein. All revenue and expense transactions are recorded at the product level and accumulated at the business segment level for review by management. The "Other" category, presented in the following segment financial information, represents net revenues and earnings on assets that do not support policyholder liabilities. The following table summarizes each business segment's contribution to consolidated net revenues and net earnings for the three and nine month periods ended September 30: Three Months Ended Nine Months Ended September 30, September 30, ----------------------- ----------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Net Revenues (a): Life Insurance $ 40,843 $ 33,303 $ 108,793 $ 96,169 Annuities 48,799 41,516 142,200 128,675 Other 3,471 2,950 8,714 9,203 ---------- ---------- ---------- ---------- Total Net Revenues $ 93,113 $ 77,769 $ 259,707 $ 234,047 ========== ========== ========== ========== Net Earnings: Life Insurance $ 24,084 $ 8,882 $ 41,474 $ 25,441 Annuities 14,597 10,765 39,300 36,077 Other 2,256 1,918 5,664 5,982 ---------- ---------- ---------- ---------- Total Net Earnings $ 40,937 $ 21,565 $ 86,438 $ 67,500 ========== ========== ========== ========== (a) Management considers investment income net of interest credited to policyholders' account balances in evaluating results. Item 2 Management's Narrative Analysis of the Results of Operations This Management's Narrative Analysis of the Results of Operations addresses changes in revenues and expenses for the three month and nine month periods ended September 30, 2000 and 1999. This discussion should be read in conjunction with the accompanying unaudited financial statements and notes thereto, in addition to the 1999 Financial Statements and Notes to Financial Statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the 1999 10K. In addition to providing historical information, the Company may make or publish forward-looking statements about management expectations, strategic objectives, business prospects, anticipated financial performance, and other similar matters. A variety of factors, many of which are beyond the Company's control, affect the operations, performance, business strategy, and results of the Company and could cause actual results and experience to differ materially from the expectations expressed in these statements. These factors include, but are not limited to, the factors listed in the Economic Environment section listed below, as well as actions and initiatives taken by both current and potential competitors and the effect of current, pending, and future legislation and regulation. The Company undertakes no responsibility to update or revise any forward-looking statements. Business Overview The Company's gross earnings are principally derived from two sources: the net earnings from investment of fixed rate life insurance and annuity contract owner deposits less interest credited to contract owners, commonly known as interest spread, and the charges imposed on variable life insurance and variable annuity contracts The costs associated with acquiring contract owner deposits are amortized over the period in which the Company anticipates holding those funds. In addition, the Company incurs expenses associated with the maintenance of inforce contracts. Economic Environment The Company's financial position and/or results of operations are primarily impacted by the following economic factors: fluctuations in medium term interest rates fluctuations in credit spreads equity market performance The Company defines medium term interest rates as the average interest rate on U.S. Treasury securities with terms of 1 to 10 years. During the current nine month period, medium term interest rates decreased approximately 32 basis points as compared to December 1999, but increased 32 basis points as compared to September 1999. The Company defines credit spreads as the interest rate spread between the 5-year U.S. Treasury Bond Index and the 5-year Corporate Industrial Bond Index. During the first nine months of 2000, credit spreads widened approximately 39 basis points to end the period at 150 basis points. During the first nine months of 1999, credit spreads contracted approximately 3 basis points to end the period at 128 basis points. There are several standard indices published on a daily basis that measure performance of selected components of the U.S. equity market. Examples include the Dow Jones Industrial Average ("Dow"), NASDAQ Composite Index ("NASDAQ") and the Standard & Poor's 500 Composite Stock Price Index ("S&P Index"). During the first nine months of 2000, the U.S. equity market experienced increased volatility. Although all three indices reached historical highs at various points during the current nine month period, each index closed generally lower, on a daily basis, as compared to their respective levels at December 31, 1999. During the first nine months of 2000, the Dow, NASDAQ and S&P Index decreased 7.4%, 9.8% and 2.2%, respectively. The investment performance in the underlying mutual funds supporting the Company's variable products do not replicate the returns on any specific U.S. equity market index. However, investment performance will generally increase or decrease with corresponding increases or decreases in the overall U.S. equity market. Life insurance premiums and annuity deposits recorded increased $114 million (or 34%) to $454 million and $210 million (or 23%) to $1,143 million during the three and nine month periods ended September 30, 2000, respectively, as compared to the same periods in 1999. Life insurance premiums and annuity deposits collected, which exclude premiums recorded from internal tax-free exchanges, increased $104 million and $194 million during the current three and nine month periods, respectively, as compared to the equivalent periods in 1999. Variable annuity deposits continue to dominate the Company's sales by comprising 91% and 88% of total premiums recorded for the three and nine month periods ended September 30, 2000, respectively. Life insurance premiums and annuity deposits by type of product were as follows: Premiums Collected Change ----------------------------- ----------------------------- Third Quarter Nine Months Third Quarter Nine Months 2000 2000 2000-1999 2000-1999 ------------- ------------- ------------- ------------- ($ In Millions) ($ In Millions) Variable Annuities $ 411 $ 1,005 $ 118 $ 195 Modified Guaranteed Annuities 7 31 (6) 10 Variable Life Insurance 35 104 2 6 Other 1 3 - (1) ------------- ------------- ------------- ------------- Total Premiums Recorded 454 1,143 114 210 Internal tax-free Exchanges (30) (75) (10) (16) ------------- ------------- ------------- ------------- Total Premiums Collected $ 424 $ 1,068 $ 104 $ 194 ============= ============= ============= ============= During the second quarter 2000, the Company introduced a new variable annuity product. This product contains certain features and investment options that differ from the Company's existing variable annuity product. Sales of the new variable annuity product, which was introduced in April, were $269 million during the six months ended September 30, 2000. In addition to the introduction of the new variable annuity product, management believes that the following factors have had a positive impact on variable annuity sales: an increase in the number of annuity specialists supporting the Company's sales force sales force participation in annuity focus programs the generally favorable economic environment Policy and contract surrenders increased $104 million (or 47%) and $214 million (or 32%) during the current three and nine month periods, respectively, compared to the equivalent periods in 1999 primarily due to an increase in variable annuity surrenders. During the three and nine month periods ended September 30, 2000, variable annuity surrenders increased $111 million (or 73%) and $237 million (or 66%), respectively, as compared to the same periods in 1999. These increases are primarily a result of the anticipated increase in lapse rates on variable annuity contracts reaching the end of their surrender charge period. During the first nine months of 2000, separate accounts assets increased $355 million (or 2.8%) to $13.2 billion. Despite increased market volatility, positive investment performance in the variable products' underlying mutual fund investment options contributed $316 million to the increase in separate accounts assets. To fund all business activities, the Company maintains a high quality and liquid investment portfolio. As of September 30, 2000, the Company's assets included $1.8 billion of cash, short- term investments and investment grade publicly traded available- for-sale securities that could be liquidated if funds were required. As of September 30, 2000, approximately $93 million (or 4.6%) of the Company's fixed maturity securities were considered non- investment grade. The Company defines non-investment grade as unsecured debt obligations that do not have a rating equivalent to Standard and Poor's BBB- or higher (or similar rating agency). Non-investment grade securities are speculative and are subject to significantly greater risks related to the creditworthiness of the issuers and the liquidity of the market for such securities. The Company carefully selects, and closely monitors, such investments. The Company has exposure to selected emerging markets that include securities issued by sovereigns or corporations of Asia (excluding Japan), Latin America and Mexico. At September 30, 2000, the Company held $84 million in emerging market securities with an approximate unrealized loss of $7.4 million. During the current nine month period, the Company sold one real estate property with a carrying value of $0.6 million for a realized gain of $0.8 million. Results of Operations For the nine month periods ended September 30, 2000 and 1999, the Company reported net earnings of $86 million and $68 million, respectively. For the three month periods ended September 30, 2000 and 1999, the Company reported net earnings of $41 million and $22 million, respectively. Net earnings derived from interest spread decreased $1.4 million and $5.4 million for the three and nine month periods ended September 30, 2000, respectively, compared to the same periods in 1999. The reductions in interest spread are primarily a result of the Company's $135 million dividend payment to MLIG during the fourth quarter 1999, as well as the reduction of fixed rate contracts inforce. Net realized investment gains increased $0.6 million and decreased $3.3 million during the three and nine month periods ended September 30, 2000, respectively, compared to equivalent periods during 1999. The following table provides the changes in net realized investment gains (losses) by type for each respective period: Three Months Nine Months Realized Gain (Loss) 2000 - 1999 2000 - 1999 - -------------------- ------------ ------------ ($ In Millions) Interest related $ (0.8) $ (7.7) (1) Credit related 0.2 8.1 (2) Trading account 1.4 3.3 (3) Real estate - (6.6) (4) Investment in Separate Account (0.2) (0.4) ------------ ------------ 0.6 (3.3) ============ ============ (1) The decreases in interest related gains are primarily attributable to reductions in invested asset market valuations as compared to the equivalent periods in 1999. The decreases in invested asset market valuations are primarily due to period-to- period increases in interest rates and credit spreads. (2) Credit related losses for the nine month period ended September 30, 1999 included book value writedowns and asset sales of several large security holdings. (3) The trading account is comprised of convertible debt and convertible preferred equity securities. The valuations of these securities will generally fluctuate in a direct relationship to changes in the valuations of the underlying common equity security. (4) The nine month period ended September 30, 1999 included a $7.4 million gain on the sale of one real estate property. Policy charge revenue increased $16.1 million (or 27%) and $34.3 million (or 20%) during the three and nine month periods ended September 30, 2000, respectively, compared to the same periods during 1999. During the current three month period, the Company revised its future gross profit assumptions on certain variable life business. The retrospective adjustment of the Company's unearned revenue liability resulted in a $4.6 million increase in policy charge revenue. Excluding this adjustment, policy charge revenue increased $11.5 million (or 20%) and $29.7 million (or 18%) during the current three and nine months periods, respectively, as compared to 1999. The increases in policy charge revenue are attributable to the increase in contract owners' variable account balances. Average variable account balances increased $2.0 billion (or 18%) during the current nine month period as compared to the same period in 1999. The market value adjustment expense is attributable to the Company's modified guaranteed annuity product. This contract provision results in a market value adjustment to the cash surrender value of those contracts that are surrendered before the expiration of their interest rate guarantee period. The market value adjustment expense decreased $0.3 million (or 67%) and $1.8 million (or 88%) during the current three and nine month periods, respectively, primarily due to the higher interest rate environment as compared to the equivalent periods in 1999. The market value adjustment has an inverse relationship to changes in interest rates. Policy benefits increased $1.2 million (or 15%) and $5.6 million (or 23%) during the current three and nine month periods, respectively, compared to equivalent periods in 1999. The increases are primarily due to an increase in the number of variable life death claims, an increase in the average net amount at risk per variable life death claim, and normal reserve increases for the mortality component of the Company's variable annuity products. Reinsurance premium ceded increased $0.7 million (or 13%) and $1.6 million (or 10%) during the three and nine month periods ended September 30, 2000, respectively, compared to the same periods in 1999. These increases are attributable to the combined effect of the increasing age of contract owners and increased insurance inforce. Amortization of deferred policy acquisition costs decreased $13.4 million (or 81%) and $11.2 million (or 23%) during the three and nine month periods ended September 30, 2000, respectively, compared to the equivalent periods in 1999. During the current three month period, the Company revised its future gross profit assumptions on certain life insurance business. The retrospective adjustment of the Company's deferred policy acquisition costs resulted in a $15.6 million decrease in amortization of deferred policy acquisition costs. Excluding this adjustment, amortization of deferred policy acquisition costs increased $2.2 million and $4.4 million during the current three and nine month periods, respectively, as compared to the same periods in 1999. These increases are primarily due to the growth in policy charge revenue. Insurance expenses and taxes decreased $2.7 million (or 19%) and increased $2.3 million (or 6%) during the current three and nine month periods, respectively, compared to the same periods in 1999. During the current three month period, the Company's liability for guaranty fund assessments was determined to be in excess of amounts required resulting in a $5.8 million reduction in guaranty fund expenses. Excluding this adjustment, insurance expenses and taxes increased $3.1 million and $8.1 million during the current three and nine month periods, respectively, as compared to the same periods in 1999. These increases are primarily due to increases in certain employee compensation related expense allocations from Merrill Lynch & Co., expenditures related to financial systems enhancements, and non-capitalizable asset-based commissions paid on inforce life and annuity contracts. Segment Information The products that comprise the Life Insurance and Annuity segments generally possess similar economic characteristics. As such, the financial condition and results of operations of each business segment are generally consistent with the Company's consolidated financial condition and results of operations presented herein. The current three and nine month period increases in net revenues and net earnings for the life insurance segment are primarily due to the retrospective adjustment of unearned revenue and deferred policy acquisition costs, noted above. 3 PART II Other Information Item 1. Legal Proceedings. Nothing to report. Item 5. Other Information. Nothing to report. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. Financial Data Schedule. (b) Reports on Form 8-K. None. 4 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. MERRILL LYNCH LIFE INSURANCE COMPANY /s/ MATTHEW J. RIDER ----------------------------------------- Matthew J. Rider Senior Vice President and Chief Financial Officer Date: November 14, 2000 5 EXHIBIT INDEX ------------- Exhibit No. Description - ------- ----------- 27 Financial Data Schedule