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 MARCH 31, 1999 COMMISSION FILE NUMBER 33-26322; 33-46827; 33-52254; 33-60290; 33-58303; 333-33863 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.) 800 SCUDDERS MILL ROAD PLAINSBORO, NEW JERSEY 08536 (Address of Principal Executive Offices) (609) 282-1429 (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 200,000 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) March 31, December 31, ASSETS 1999 1998 - ------ ------------- ------------- INVESTMENTS: Fixed maturity securities, at estimated fair value (amortized cost: 1999 - $2,398,514; 1998 - $2,504,599) $ 2,403,033 $ 2,543,097 Equity securities, at estimated fair value (cost: 1999 - $197,988; 1998 - $162,710) 192,351 158,591 Trading account securities, at estimated fair value 17,318 17,280 Real estate held-for-sale 25,960 25,960 Policy loans on insurance contracts 1,141,585 1,139,456 ------------- ------------- Total Investments 3,780,247 3,884,384 CASH AND CASH EQUIVALENTS 110,877 95,377 ACCRUED INVESTMENT INCOME 74,349 73,459 DEFERRED POLICY ACQUISITION COSTS 412,783 405,640 FEDERAL INCOME TAXES - DEFERRED 20,245 9,403 REINSURANCE RECEIVABLES 4,096 2,893 AFFILIATED RECEIVABLES - NET 7,556 - RECEIVABLES FROM SECURITIES SOLD 47,970 14,938 OTHER ASSETS 44,883 46,512 SEPARATE ACCOUNTS ASSETS 10,863,257 10,571,489 ------------- ------------- TOTAL ASSETS $ 15,366,263 $ 15,104,095 ============= ============= See notes to finanical statements. (continued) 3 MERRILL LYNCH LIFE INSURANCE COMPANY (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.) BALANCE SHEETS (Continued) (Dollars in Thousands, Except Per Share Amounts) (Unaudited) March 31, December 31, LIABILITIES AND STOCKHOLDER'S EQUITY 1999 1998 - ------------------------------------ ------------- ------------- LIABILITIES: POLICY LIABILITIES AND ACCRUALS: Policyholders' account balances $ 3,752,202 $ 3,816,744 Claims and claims settlement expenses 74,467 63,925 ------------- ------------- Total policy liabilities and accruals 3,826,669 3,880,669 OTHER POLICYHOLDER FUNDS 17,471 20,802 LIABILITY FOR GUARANTY FUND ASSESSMENTS 13,755 13,864 FEDERAL INCOME TAXES - CURRENT 16,591 15,840 AFFILIATED PAYABLES - NET - 822 PAYABLE FOR SECURITIES PURCHASED 21,017 10,541 UNEARNED POLICY CHARGE REVENUE 60,721 55,235 OTHER LIABILITIES 25,068 24,273 SEPARATE ACCOUNTS LIABILITIES 10,856,239 10,559,459 ------------- ------------- Total Liabilities 14,837,531 14,581,505 ------------- ------------- STOCKHOLDER'S EQUITY: Common stock, $10 par value - 200,000 shares authorized, issued and outstanding 2,000 2,000 Additional paid-in capital 347,324 347,324 Retained earnings 195,978 173,496 Accumulated other comprehensive loss (16,570) (230) ------------- ------------- Total Stockholder's Equity 528,732 522,590 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 15,366,263 $ 15,104,095 ============= ============= See notes to financial statements. 4 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, ---------------------------------- 1999 1998 ------------ ------------ REVENUES: Investment revenue: Net investment income $ 67,326 $ 70,998 Net realized investment gains (including net unrealized holding gains (losses) on trading account securities) 1,357 10,458 Policy charge revenue 53,961 48,045 ------------ ------------ Total Revenues 122,644 129,501 ------------ ------------ BENEFITS AND EXPENSES: Interest credited to policyholders' account balances 44,848 50,319 Market value adjustment expense 835 1,392 Policy benefits (net of reinsurance recoveries: 1999 - $3,282 1998 - $3,741) 7,950 7,732 Reinsurance premium ceded 5,197 4,870 Amortization of deferred policy acquisition costs 16,695 16,673 Insurance expenses and taxes 12,531 12,272 ------------ ------------ Total Benefits and Expenses 88,056 93,258 ------------ ------------ Earnings Before Federal Income Tax Provision 34,588 36,243 FEDERAL INCOME TAX PROVISION (BENEFIT): Current 14,150 12,248 Deferred (2,044) (2,959) ------------ ------------ Total Federal Income Tax Provision 12,106 9,289 ------------ ------------ NET EARNINGS $ 22,482 $ 26,954 ============ ============ See notes to financial statements. 5 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, ---------------------------------- 1999 1998 ------------ ------------ NET EARNINGS $ 22,482 $ 26,954 ------------ ------------ OTHER COMPREHENSIVE INCOME: Net unrealized gains (losses) on investment securities: Net unrealized holding gains (losses) arising during the period (34,208) 3,447 Reclassification adjustment for gains included in net earnings (1,324) (10,404) ------------ ------------ Net unrealized losses on investment securities (35,532) (6,957) Adjustments for: Policyholder liabilities 5,808 4,148 Deferred policy acquisition costs 4,586 83 Deferred federal income taxes 8,798 954 ------------ ------------ Total other comprehensive loss (16,340) (1,772) ------------ ------------ COMPREHENSIVE INCOME $ 6,142 $ 25,182 ============ ============ See notes to financial statements. 6 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 pain-in Retained comprehensive Stockholder's stock capital earnings income (loss) equity ---------- ----------- ----------- ------------- ------------- BALANCE, JANUARY 1, 1998 $ 2,000 $ 347,324 $ 80,735 $ 17,995 $ 448,054 Net earnings 92,761 92,761 Other comprehensive loss, net of tax (18,225) (18,225) ---------- ----------- ----------- ------------- ------------- BALANCE, DECEMBER 31, 1998 2,000 347,324 173,496 (230) 522,590 Net earnings 22,482 22,482 Other comprehensive loss, net of tax (16,340) (16,340) ---------- ----------- ----------- ------------- ------------- BALANCE, MARCH 31, 1999 $ 2,000 $ 347,324 $ 195,978 $ (16,570) $ 528,732 ========== =========== =========== ============= ============= See notes to financial statements. 7 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, ---------------------------------- 1999 1998 ------------ ------------ Cash Flows From Operating Activities: Net earnings $ 22,482 $ 26,954 Adjustments to reconcile net earnings to net cash and cash equivalents provided (used) by operating activities: Amortization of deferred policy acquisition costs 16,695 16,673 Capitalization of policy acquisition costs (19,252) (18,581) Amortization (accretion) of investments (873) (2,115) Net realized investment gains (1,357) (10,458) Interest credited to policyholders' account balances 44,848 50,319 Benefit for deferred Federal income tax (2,044) (2,959) Changes in operating assets and liabilities: Accrued investment income (890) (2,068) Affiliated receivables / payables (8,378) 51 Claims and claims settlement expenses 10,542 13,871 Federal income taxes - current 751 (9,190) Other policyholder funds (3,331) (8,096) Liability for guaranty fund assessments (109) (1,144) Policy loans on insurance contracts (2,129) (3,488) Trading account securities (44) (40) Unearned policy charge revenue 5,486 2,763 Other, net 1,221 2,063 ------------ ------------ Net cash and cash equivalents provided by operating activities 63,618 54,555 ------------ ------------ Cash Flows From Investing Activities: Proceeds from (payments for): Sales of available-for-sale securities 225,972 285,119 Maturities for available-for-sale securities 134,871 149,017 Purchases of available-for-sale securities (310,576) (357,603) Sales of real estate held-for-sale - 10,862 Recapture of investments in separate accounts 5,281 - Investment in separate accounts (84) - ------------ ------------ Net cash and cash equivalents provided by investing activities $ 55,464 $ 87,395 ------------ ------------ See notes to financial statements. (continued) 8 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, ---------------------------------- 1999 1998 ------------- ------------ Cash Flows From Financing Activities: Proceeds from (payments for): Policyholder deposits $ 250,215 $ 234,970 Policyholder withdrawals (including transfers to/from separate accounts) (353,797) (401,286) ------------- ------------ Net cash and cash equivalents used by financing activities (103,582) (166,316) ------------- ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 15,500 (24,366) CASH AND CASH EQUIVALENTS: Beginning of year 95,377 86,388 ------------- ------------ End of period $ 110,877 $ 62,022 ============= ============ Supplementary Disclosure of Cash Flow Information: Cash paid for: Federal income taxes $ 13,398 $ 21,438 Intercompany interest 184 209 See notes to financial statements. 9 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 unaudited condensed financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited financial statements presented herein 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 for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles and prevailing industry practice requires management to make estimates that affect the reported amounts and disclosure of contingencies in the financial statements. Actual results could differ from those estimates. Results for the three month periods ended March 31, 1999 and 1998 are not necessarily indicative of annual results. These unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's 1998 Annual Report on Form 10-K ("1998 10K"). 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 March 31, 1999 and December 31, 1998, was $331 million and $299 million, respectively. For both three month periods ended March 31, 1999 and 1998, statutory net income was $33 million. 10 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 accumulated other comprehensive loss, which is a component of stockholder's equity. Unrealized gains and losses on trading account securities are included in net realized investment gains. The Company has recorded certain adjustments to deferred policy acquisition costs and policyholders' account balances in connection with investments classified as available-for-sale. The Company adjusts those assets and liabilities as if the unrealized investment gains or losses from available-for-sale investments had actually been realized, with corresponding credits or charges reported in stockholder's equity as a component of accumulated other comprehensive income (loss), net of taxes. The following reconciles net unrealized investment gains (losses) on available- for-sale investments: March 31, December 31, 1999 1998 ------------ ------------ Assets: Fixed maturity securities $ 4,519 $ 38,498 Equity securities (5,637) (4,119) Deferred policy acquisition costs 4,263 (323) Federal income taxes - deferred 8,922 124 Separate Accounts assets (5) 30 ------------ ------------ 12,062 34,210 ------------ ------------ Liabilities: Policyholders' account balances 28,632 34,440 ------------ ------------ Stockholder's equity: Accumlated other comprehensive loss $ (16,570) $ (230) ============ ============ The following summarizes the net impact of available-for-sale securities and trading account securities on net realized investment gains: March 31, December 31, 1999 1998 ------------ ------------ Available-for-sale securities: Net realized investment gains $ 1,362 $ 9,200 Trading account securities: Net realized investment gains 475 494 Net unrealized holding gains (losses) (480) 764 ------------ ------------ Total net realized investment gains $ 1,357 $ 10,458 ============ ============ 11 NOTE 4. ACCOUNTING PRONOUNCEMENTS: In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and for Hedging Activities". SFAS No. 133 requires all derivatives, including certain derivatives embedded in other contracts, to be recorded on the balance sheet at fair value. SFAS No. 133, which is effective for the Company beginning January 1, 2000, is not expected to have a material impact on the Company's 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 earnings from a specific investment portfolio that does not support policyholder liabilities. The following table summarizes each business segment's contribution to the consolidated amounts for the three months ended March 31: 1999 1998 ---------- ---------- Net Revenues (a): Life Insurance $ 32,047 $ 30,724 Annuities 42,364 46,194 Other 3,385 2,264 ---------- ---------- Total Net Revenues $ 77,796 $ 79,182 ========== ========== Net Earnings: Life Insurance $ 8,352 $ 7,947 Annuities 11,930 17,535 Other 2,200 1,472 ---------- ---------- Total Net Earnings $ 22,482 $ 26,954 ========== ========== (a) Management considers investment income net of interest credited to policyholders' account balances in evaluating results. 12 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, 1999 and 1998. This discussion should be read in conjunction with the accompanying unaudited financial statements and notes thereto, in addition to the 1998 Financial Statements and Notes to Financial Statements and the Management's Narrative Analysis of the Results of Operations included in the 1998 10K. 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 in-force contracts. Life insurance premiums and annuity deposits recorded during the first three months of 1999 and 1998 were $267 million and $273 million, respectively. Excluding internal tax-free exchanges, life insurance premiums and annuity deposits received were $250 million and $235 million during the first three months of 1999 and 1998, respectively. Life insurance premiums and annuity deposits by product were as follows: Premiums Collected Change ---------------------- ------------------- 1999 1998 1999-1998 % ------- ------- ---------- ------ ($ In Millions) Variable Annuities $ 223 $ 228 $ (5) -2% Modified Guaranteed Annuites 4 4 - - Variable Life Insurance 38 39 (1) -3% Other 2 2 - - ------- ------- --------- ------- Total Premiums $ 267 $ 273 $ (6) -2% ======= ======= ========= ======= 13 Policy and contract surrenders decreased $28 million (or 12%) to $206 million during the current three month period as compared to the equivalent period in 1998 primarily due to reductions in modified guaranteed annuity surrenders. During the current three month period, modified guaranteed annuity surrenders decreased $37 million (or 49%). The decrease in modified guaranteed annuity surrender activity is primarily attributable to two factors. First, there was a reduction in the number of contracts reaching the end of their guarantee periods during the first quarter 1999 as compared to the first quarter 1998. Second, increases in medium term interest rates during the first quarter 1999 resulted in increased persistency. The market value adjustment provision on these contracts has an inverse relationship to changes in interest rates. Average interest rates on 1 to 10 year term U.S. Treasury securities increased approximately 68 basis points and 44 basis points from the third and fourth quarters of 1998, respectively. During the first three months of 1999, separate account assets increased $292 million (or 2.8%) to $10.9 billion, primarily due to strong investment performance associated with the generally rising equity markets. During the first three months of 1999, separate account assets increased $273 million due to price appreciation in the underlying mutual funds supporting variable products. During the first quarter 1999, the increase in interest rates, noted above, combined with increased credit exposure on certain domestic security holdings resulted in a net decline in fair value of the Company's investments of $35.5 million. After adjusting for policyholder liabilities, deferred policy acquisition costs and deferred federal income taxes, other comprehensive losses were $16.3 million during the first quarter 1999. To fund all business activities, the Company maintains a high quality and liquid investment portfolio. As of March 31, 1999, the Company's assets included $2.2 billion of cash, short-term investments and investment grade publicly traded available-for- sale securities that could be liquidated if funds were required. 14 As of March 31, 1999, approximately $104 million (or 4.3%) of the Company's fixed maturity securities were considered non- investment grade. The Company defines non-investment grade as unsecured corporate debt obligations which 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 March 31, 1999, the Company held $76 million in emerging market securities with an approximate unrealized loss of $7.2 million. Year 2000 Compliance As the Year 2000 approaches, the Company has undertaken initiatives to address the Year 2000 problem (the "Y2K problem") in conjunction with the Merrill Lynch & Co. Year 2000 Compliance Initiative. Refer to the 1998 10K for a full description. The failure of the Company's technology systems relating to a Y2K problem would likely have a material adverse effect on the Company's business, results of operations, and financial condition. This effect could include disruption of normal business transactions, such as the processing of policyholder transactions, the valuation of policyholder liabilities and the recording and valuation of assets. The Y2K problem could also increase the Company's exposure to risk and legal liability and its need for liquidity. The renovation phase and production testing phase of the Company's Year 2000 efforts, as described in the 1998 10K, are complete. In light of the interdependency of the parties in or serving the financial markets, there can be no assurance that all Y2K problems will be identified and remedied on a timely basis or that all remediation will be successful. Disruption or suspension of activity in the world's financial markets is also possible. Management is unable at this point to ascertain whether all significant third parties will successfully address the Y2K problem. The Company will continue to monitor third parties' Year 2000 readiness to determine if additional or alternative measures are necessary. The failure of exchanges, clearing organizations, vendors, service providers, clients and counterparties, regulators, or others to resolve their own processing issues in a timely manner could have a material adverse effect on the Company's business, results of operations, and financial condition. The primary costs associated with the Year 2000 Compliance Initiative are incurred by Merrill Lynch & Co. and are not directly allocated to the various business units. As of March 31, 1999, Merrill Lynch & Co.'s total estimated expenditures for the Year 2000 Compliance Initiative are approximately $520 million, of which $157 million remains to be spent. These costs include planning and oversight of the Year 2000 Compliance Initiative, as well as certain Information Systems personnel costs involved in implementation and testing. The Company's expenditures associated with Year 2000 efforts as of March 31, 1999 have not been material to the Company's results of operations, liquidity, or financial condition. However, there can be no assurance that the costs associated with remediation efforts or the possible failure of remediation efforts would not have a material adverse effect on the Company's business, results of operations, and financial condition. 15 Results of Operations For the three month periods ended March 31, 1999 and 1998, the Company reported net earnings of $22 million and $27 million, respectively. Net earnings derived from interest spread increased $1.8 million during the first quarter 1999 as compared to the first quarter 1998. The increase in interest spread is primarily due a $1.4 million increase in real estate income. Overall, net investment income and interest credited to policyholders' account balances continue to decline due to the reduction in fixed rate contracts in-force. Net realized investment gains decreased $9.1 million during the current three month period as compared to the same period during 1998. During the first three months of 1998, the Company realized a $7.1 million gain on the sale of one commercial real estate property. The remaining $2.0 million decrease in net realized investment gains is primarily due to increased credit related losses during the current three month period as compared to the same period 1998. Policy charge revenue increased $5.9 million (or 12%) during the first quarter 1999 as compared to the same period during 1998. The increase in policy charge revenue is primarily attributable to the increase in contract holders' variable account balances. Average variable account balances increased $1.2 billion (or 13%) during the first quarter 1999 as compared to the same period in 1998. Asset based policy charges increased $4.2 million (or 13%) consistent with the growth in separate account assets. Non-asset based policy charges increased $1.7 million (or 10%). 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 $0.6 million (or 40%) during the current three month period consistent with the decrease in surrender activity. Reinsurance premium ceded increased $0.3 million (or 7%) to $5.2 million during 1999. The increase is attributable to the combined effect of the increasing age of policyholders and increased insurance in-force. The Company's effective federal income tax rate increased to 35% for 1999 from 26% for 1998 principally as a result of year to year differences in certain permanent adjustments. 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. 16 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. I-2 17 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/ JOSEPH E. CROWNE ----------------------------------------- Joseph E. Crowne Senior Vice President and Chief Financial Officer Date: May 14, 1999 I-3 18 EXHIBIT INDEX ------------- Exhibit No. Description - ------- ----------- 27 Financial Data Schedule