- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 MARCH 31, 2002 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) <Table> ARKANSAS 91-1325756 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) </Table> 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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) ================================================================================ March 31, December 31, ASSETS 2002 2001 - ------ ----------- ----------- INVESTMENTS: Fixed maturity securities, at estimated fair value (amortized cost: 2002 - $2,057,235; 2001 - $2,009,129) $ 2,027,557 $ 2,007,123 Equity securities, at estimated fair value (cost: 2002 - $166,181; 2001 - $167,959) 162,731 163,701 Trading account securities, at estimated fair value 23,791 23,636 Real estate held-for-sale 19,447 19,447 Limited partnerships, at cost 11,470 11,270 Policy loans on insurance contracts 1,181,933 1,194,478 ----------- ----------- Total Investments 3,426,929 3,419,655 CASH AND CASH EQUIVALENTS 76,537 130,429 ACCRUED INVESTMENT INCOME 67,773 69,884 DEFERRED POLICY ACQUISITION COSTS 473,146 470,938 REINSURANCE RECEIVABLES 11,767 9,428 RECEIVABLES FROM SECURITIES SOLD 1,655 2,317 OTHER ASSETS 34,769 41,912 SEPARATE ACCOUNTS ASSETS 11,255,798 11,305,453 ----------- ----------- TOTAL ASSETS $15,348,374 $15,450,016 =========== =========== 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) ================================================================================ March 31, December 31, LIABILITIES AND STOCKHOLDER'S EQUITY 2002 2001 - ------------------------------------ ------------ ------------ LIABILITIES: POLICYHOLDER LIABILITIES AND ACCRUALS: Policyholders' account balances $ 3,200,840 $ 3,255,791 Claims and claims settlement expenses 99,080 95,020 ------------ ------------ Total policyholder liabilities and accruals 3,299,920 3,350,811 OTHER POLICYHOLDER FUNDS 12,193 14,239 LIABILITY FOR GUARANTY FUND ASSESSMENTS 7,422 8,449 FEDERAL INCOME TAXES - DEFERRED 10,320 13,931 FEDERAL INCOME TAXES - CURRENT 15,662 5,522 PAYABLES FOR SECURITIES PURCHASED 7,026 29,795 AFFILIATED PAYABLES - NET 3,354 3,736 UNEARNED POLICY CHARGE REVENUE 115,589 113,676 OTHER LIABILITIES 6,441 7,594 SEPARATE ACCOUNTS LIABILITIES 11,250,196 11,298,821 ------------ ------------ Total Liabilities 14,728,123 14,846,574 ------------ ------------ 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 296,899 273,046 Accumulated other comprehensive loss (26,472) (19,428) ------------ ------------ Total Stockholder's Equity 620,251 603,442 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 15,348,374 $ 15,450,016 ============ ============ 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 March 31, ------------------------- 2002 2001 --------- --------- REVENUES: Policy charge revenue $ 60,708 $ 65,972 Net investment income 53,375 56,249 Net realized investment gains (losses) 2,921 (1,375) --------- --------- Total Revenues 117,004 120,846 --------- --------- BENEFITS AND EXPENSES: Interest credited to policyholders' account balances 35,944 39,616 Market value adjustment expense 656 453 Policy benefits (net of reinsurance recoveries: 2002 - $4,709; 2001 - $3,777) 10,623 5,476 Reinsurance premium ceded 5,946 6,313 Amortization of deferred policy acquisition costs 15,592 16,474 Insurance expenses and taxes 11,546 13,526 --------- --------- Total Benefits and Expenses 80,307 81,858 --------- --------- Earnings Before Federal Income Tax Provision 36,697 38,988 FEDERAL INCOME TAX PROVISION: Current 12,662 1,042 Deferred 182 10,958 --------- --------- Total Federal Income Tax Provision 12,844 12,000 --------- --------- NET EARNINGS $ 23,853 $ 26,988 ========= ========= 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 March 31, ------------------------ 2002 2001 -------- -------- NET EARNINGS $ 23,853 $ 26,988 OTHER COMPREHENSIVE INCOME (LOSS): Net unrealized gains (losses) on available-for-sale securities: Net unrealized holding gains (losses) arising during the period (23,926) 37,350 Reclassification adjustment for (gains) losses included in net earnings (2,962) 1,334 -------- -------- Net unrealized gains (losses) on investment securities (26,888) 38,684 Adjustments for: Policyholder liabilities 8,555 (9,317) Deferred policy acquisition costs 7,496 (13,578) Deferred federal income taxes 3,793 (5,526) -------- -------- Total other comprehensive income (loss), net of taxes (7,044) 10,263 -------- -------- COMPREHENSIVE INCOME $ 16,809 $ 37,251 ======== ======== 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) (Unaudited) ================================================================================ Accumulated Additional other Total Common paid-in Retained comprehensive stockholder's stock capital earnings loss equity --------- ---------- --------- ------------- ------------- BALANCE, JANUARY 1, 2001 $ 2,500 $ 347,324 $ 194,808 $ (32,349) $ 512,283 Net earnings 78,238 78,238 Other comprehensive income, net of tax 12,921 12,921 --------- --------- --------- --------- --------- BALANCE, DECEMBER 31, 2001 2,500 347,324 273,046 (19,428) 603,442 Net earnings 23,853 23,853 Other comprehensive loss, net of tax (7,044) (7,044) --------- --------- --------- --------- --------- BALANCE, MARCH 31, 2002 $ 2,500 $ 347,324 $ 296,899 $ (26,472) $ 620,251 ========= ========= ========= ========= ========= 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) ================================================================================ Three Months Ended March 31, -------------------------- 2002 2001 --------- --------- Cash Flows From Operating Activities: Net earnings $ 23,853 $ 26,988 Noncash items included in earnings: Amortization of deferred policy acquisition costs 15,592 16,474 Capitalization of policy acquisition costs (10,304) (15,924) Amortization (accretion) of investments 294 (254) Interest credited to policyholders' account balances 35,944 39,616 Provision for deferred Federal income tax 182 10,958 (Increase) decrease in operating assets: Accrued investment income 2,111 2,771 Reinsurance receivables (2,339) (1,082) Affiliated receivables - 667 Other 7,143 1,879 Increase (decrease) in operating liabilities: Claims and claims settlement expenses 4,060 4,282 Other policyholder funds (2,046) (6,952) Liability for guaranty fund assessments (1,027) (28) Affiliated payables (382) 8,542 Federal income taxes - current 10,140 1,042 Unearned policy charge revenue 1,913 4,303 Other (1,153) (7,109) Other operating activities: Net realized investment (gains) losses (2,921) 1,375 --------- --------- Net cash and cash equivalents provided by operating activities 81,060 87,548 --------- --------- Cash Flows From Investing Activities: Proceeds from (payments for): Sales of available-for-sale securities 53,955 57,553 Maturities of available-for-sale securities 85,448 107,585 Purchases of available-for-sale securities (205,129) (67,605) Trading account securities (274) 887 Sales of limited partnerships - 1,000 Purchases of limited partnerships (200) (19) Policy loans on insurance contracts 12,545 (4,546) Recapture of investments in separate accounts 1,041 - Investment in separate accounts 2 - --------- --------- Net cash and cash equivalents provided (used) by investing activities $ (52,612) $ 94,855 --------- --------- 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) ================================================================================ Three Months Ended March 31, -------------------------- 2002 2001 --------- --------- Cash Flows From Financing Activities: Proceeds from (payments for): Policyholder deposits (excludes internal policy replacement deposits) $ 184,787 $ 295,014 Policyholder withdrawals (including transfers to / from separate accounts) (267,127) (382,883) --------- --------- Net cash and cash equivalents used by financing activities (82,340) (87,869) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (53,892) 94,534 CASH AND CASH EQUIVALENTS: Beginning of year 130,429 92,730 --------- --------- End of period $ 76,537 $ 187,264 ========= ========= Supplementary Disclosure of Cash Flow Information: Cash paid for: Federal income taxes $ 2,522 $ - Intercompany interest 22 375 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 non-participating life insurance and annuity products, including variable life insurance, variable annuities, modified guaranteed annuities, and immediate annuities. The Company is domiciled in the State of Arkansas. The interim financial statements for the three 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 accounting principles generally accepted in the United States of America. 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 ("2001 10K") for the year ended December 31, 2001. 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's statutory financial statements are presented on the basis of accounting practices prescribed or permitted by the Insurance Department of the State of Arkansas. The State of Arkansas has adopted the National Association of Insurance Commissioners' statutory accounting practices as the basis of its statutory accounting practices. Statutory capital and surplus at March 31, 2002 and December 31, 2001 were $338,826 and $311,490, respectively. For the three month periods ended March 31, 2002 and 2001, statutory net income was $30,808 and $5,103, respectively. NOTE 3. INVESTMENTS The Company's investments in fixed maturity and equity securities are classified as either available-for-sale or trading and are recorded at estimated 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 were as follows: March 31, December 31, 2002 2001 ------------- ------------- Assets: Fixed maturity securities $ (29,678) $ (2,006) Equity securities (3,450) (4,258) Deferred policy acquisition costs 11,202 3,706 Separate Accounts assets (1,517) (1,493) --------- --------- (23,443) (4,051) --------- --------- Liabilities: Policyholders' account balances 17,283 25,838 Federal income taxes - deferred (14,254) (10,461) --------- --------- 3,029 15,377 --------- --------- Stockholder's equity: Accumulated other comprehensive loss $ (26,472) $ (19,428) ========= ========= Net realized investment gains (losses), including other-than-temporary writedowns in carrying value, for the three months ended March 31 were as follows: March 31, March 31, 2002 2001 --------- --------- Available-for-sale securities $ 3,003 $ 259 Trading account securities: Net realized investment gains (losses) 130 (490) Net unrealized holding losses (249) (1,144) Investment in Separate Accounts 37 - ------- ------- Total net realized investment gains (losses) $ 2,921 $(1,375) ======= ======= NOTE 4. 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 insurance products. The Company's Annuity segment consists of variable annuities and interest sensitive annuities. 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 net earnings on assets that do not support life or annuity contract owner liabilities. The following table summarizes each business segment's contribution to consolidated net revenues and net earnings for the three month periods ended March 31: Three Months Ended March 31, ----------------------- 2002 2001 -------- -------- NET REVENUES (a): Annuities $ 47,387 $ 45,785 Life Insurance 31,851 35,724 Other 1,822 (279) -------- -------- Total Net Revenues $ 81,060 $ 81,230 ======== ======== NET EARNINGS: Annuities $ 13,015 $ 17,205 Life Insurance 9,654 9,965 Other 1,184 (182) -------- -------- Total Net Earnings $ 23,853 $ 26,988 ======== ======== (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 periods ended March 31, 2002 and 2001. This discussion should be read in conjunction with the accompanying unaudited financial statements and notes thereto, in addition to the 2001 Financial Statements and Notes to Financial Statements and the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the 2001 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 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 charges imposed on variable life insurance and variable annuity contracts, and - - 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 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 three month period, medium term interest rates increased approximately 44 basis points as compared to December 2001 and decreased approximately 34 basis points as compared to March 2001. The Company defines credit spreads according to the Merrill Lynch U.S. Corporate Bond Index for BBB-A Rated bonds with three to five year maturities. During the first three months of 2002, credit spreads remained relatively flat and ended the period at 179 basis points. During the first three months of 2001, credit spreads contracted approximately 16 basis points and ended the period at 171 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 three months of 2002, the Dow increased 3.8%, the NASDAQ decreased 5.4%, and the S&P Index remained relatively flat. 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. NEW BUSINESS Life insurance and annuity premiums decreased $134.3 million (or 40%) to $197.4 million during the first three months of 2002 as compared to the same period in 2001. Life insurance and annuity premiums by type of product were as follows: ($ In Millions) Change ---------------------------- -------------------- First Quarter First Quarter 2002 2001 $ % ------------- ------------- ------ ------ Variable Annuities: B-Share $ 73.9 $130.9 $ (57.0) -44% C-Share 61.4 165.6 (104.2) -63 L-Share 31.8 - 31.8 100 ------ ------ ------- ------ 167.1 296.5 (129.4) -44 ------ ------ ------- ------ Variable Life Insurance 14.6 25.3 (10.7) -42 Modified Guaranteed Annuities 11.9 6.3 5.6 89 Other 3.8 3.6 0.2 6 ------ ------ ------ ------ Total Direct Premiums $197.4 331.7 $(134.3) -40% ====== ====== ======= ====== During the first three months of 2002, variable annuity premiums decreased $129.4 million (or 44%) as compared to the same period in 2001. Management attributes the decrease in variable annuity premiums to increasing customer demand for annuity products that offer some type of guarantee provision, such as fixed rate products, variable products with fixed account options, variable products with guaranteed minimum income benefits, or variable products with guaranteed minimum account values. With the exception of the Company's modified guaranteed annuity product, which offers a fixed interest crediting rate, the Company currently does not offer these types of guarantees in its products. During the first quarter 2002, sales of annuity products with these types of guarantee features have recorded strong sales within the Merrill Lynch & Co. distribution system. The Company is currently developing certain of these guarantee provisions for placement in its existing variable products and anticipates offering these features during the second half of 2002. Management believes that the increasing demand for annuity products with guarantee provisions has been fueled by the increasing volatility and general negative performance of the equity markets that has occurred over the past two years. As such, future variable annuity sales could be negatively impacted if this trend continues. The Company's L-Share variable annuity product was introduced in the fourth quarter 2001. Variable life insurance premiums decreased $10.7 million (or 42%) during the current three month period as compared to the same period in 2001. The decrease in variable life insurance premiums is primarily due to a decrease in estate planning life insurance product sales. During the third quarter 2001, the Company discontinued manufacturing and marketing estate planning life insurance products. The Company will continue to issue its single premium variable life insurance product that was introduced in March 2001. Modified guaranteed annuity premiums increased $5.6 million (or 89%) primarily due to the factors noted above. WITHDRAWALS Policy and contract surrenders decreased $27.4 million (or 9%) to $267.2 million during the first three months of 2002 as compared to the same period in 2001. During the first three months of 2002, variable annuity surrenders decreased $30.8 million (or 15%) to $171.4 million. Also, modified guaranteed annuity surrenders decreased $12.8 million (or 29%) during the current three month period. The decrease in modified guaranteed annuity surrenders is primarily due to increases in medium term interest rates during the first three months of 2002. The market value adjustment provision on these contracts has an inverse relationship to changes in interest rates. Partially offsetting the decreases in variable annuity and modified guaranteed annuity surrenders was an increase in variable life surrenders. During the first three months of 2002, variable life surrenders increased $12.2 million (or 31%). FINANCIAL CONDITION During the first three months of 2002, assets decreased $101.6 million (or 1%) to $15.3 billion. The decrease in assets was primarily due to a $49.7 million reduction in separate accounts assets, as well as a $19.4 million reduction in market values on general account investments. As of March 31, 2002, approximately $83.9 million (or 4%) 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 does not purchase non-investment grade securities. Current non-investment grade holdings are the result of rating downgrades. The Company 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 March 31, 2002, the Company held $62.2 million in emerging market securities with an approximate unrealized loss of $6.0 million. During the first three months of 2002, the Company experienced contract owner withdrawals that exceeded deposits by $164.9 million. The components of contract owner transactions were as follows: March 31, (In Millions) 2002 -------- Premiums collected $ 197.4 Internal tax-free exchanges (12.6) -------- Net contract owner deposits 184.8 Contract owner withdrawals 267.1 Net transfers to/from separate accounts 82.6 -------- Net contract owner withdrawals 349.7 -------- Net contract owner activity $ (164.9) ======== LIQUIDITY To fund all business activities, the Company maintains a high quality and liquid investment portfolio. As of March 31, 2002, the Company's assets included $2.1 billion of cash, short-term investments and investment grade publicly traded available-for-sale securities that could be liquidated if funds were required. MANAGEMENT ESTIMATES The Company amortizes deferred policy acquisition costs based on the expected future gross profits for each group of contracts. In estimating future gross profits, management makes assumptions regarding such factors as policy charge revenue, investment performance, policy lapse rates, mortality, and expenses for the expected life of each group of contracts. Actual gross profits can vary from management's estimates resulting in increases or decreases in the rate of amortization. Management periodically updates these estimates and evaluates the recoverability of deferred policy acquisition costs. The impact of revisions to estimates on cumulative amortization is recorded as a charge or credit to current operations. RESULTS OF OPERATIONS For the three month periods ended March 31, 2002 and 2001, the Company reported net earnings of $23.9 million and $27.0 million, respectively. Policy charge revenue decreased $5.3 million (or 8%) during the first three months of 2002 as compared to the same period in 2001. The decrease in policy charge revenue is primarily attributable to the decrease in average variable account balances. Average variable account balances decreased $868 million (or 7%) during the first three months of 2002 as compared to the same period in 2001. Net earnings derived from interest spread increased $0.8 million (or 5%) during the first three months of 2002 as compared to the same period in 2001. The increase in interest spread is primarily due to a $1.3 million increase in real estate income. Net realized investment gains increased $4.3 million during the first three months of 2002 as compared to the same period in 2001. The following table provides the changes in net realized investment gains (losses) by type for each respective period: Realized Gain (Loss) 1Q 2002 1Q 2001 Change - --------------------------- ------- ------- ------ (In Millions) Interest related gains $ 0.6 $ 0.2 $ (0.4) Credit related gains 2.4 - 2.4 (1) Trading account losses (0.1) (1.6) 1.5 (2) ------ ------ ------ $ 2.9 $ (1.4) $ 4.3 ====== ====== ====== (1) Credit related gains included asset sales of several large security holdings. (2) 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. The market value adjustment expense is attributable to the Company's modified guaranteed annuity products. 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. During the first three months of 2002, the market value adjustment expense increased $0.2 million (or 45%) as compared to the same period in 2001. The increase is primarily due to the lower interest rate environment during 2002 as compared to 2001. The market value adjustment expense has an inverse relationship to changes in interest rates. Policy benefits increased $5.1 million (or 94%) during the first three months of 2002 as compared to the same period in 2001. The increase in policy benefits is primarily due to increased variable annuity death benefit expense incurred under guaranteed minimum death benefit provisions. Reinsurance premium ceded decreased $0.4 million (or 6%) during the first three months of 2002 as compared to the same period in 2001. The decrease is attributable to a decrease in life insurance inforce. Amortization of deferred policy acquisition costs decreased $0.9 million (or 5%) during the first three months of 2002 as compared to the same period in 2001. The decrease in amortization of deferred policy acquisition costs is primarily due to the decrease in policy charge revenue. Insurance expenses and taxes decreased $2.0 million (or 15%) during the first three months of 2002 as compared to the same period in 2001. During the current three month period, insurance expenses decreased $1.1 million primarily due to net refunds received from guaranty fund associations. Also contributing to the decrease in insurance expenses and taxes was the cost savings due to the Company's consolidation of its life and annuity policy administration service centers. The consolidation was completed during the third quarter 2001. The Company's effective federal income tax rate was 35% during the first three months of 2002 as compared to 31% during the same period in 2001. The difference in effective federal income tax rates was primarily due to certain permanent adjustments recorded during 2001. 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 increase in other net revenues and other net earnings during the first three months of 2002 is primarily due to decreased trading account losses incurred during 2002. 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. None. (b) Reports on Form 8-K. None. 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, Chief Financial Officer and Treasurer Date: May 13, 2002