MERRILL LYNCH LIFE INSURANCE COMPANY
10-Q, 2000-08-14
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                       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 JUNE 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)

<TABLE>
<S>                                           <C>
                   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.

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<PAGE>   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)
<TABLE>
<CAPTION>

                                                                       June 30,            December 31,
ASSETS                                                                   2000                  1999
--------                                                             ------------          ------------
<S>                                                                  <C>                   <C>
INVESTMENTS:
  Fixed maturity securities, at estimated fair value
    (amortized cost:  2000 - $2,167,852; 1999 - $2,228,921)          $ 2,065,603           $ 2,138,335
  Equity securities, at estimated fair value
    (cost:  2000 - $231,313; 1999 - $214,153)                            208,668               186,575
  Trading account securities, at estimated fair value                     25,085                22,212
  Real estate held-for-sale                                               19,447                20,072
  Policy loans on insurance contracts                                  1,171,856             1,159,163
                                                                     ------------          ------------
       Total Investments                                               3,490,659             3,526,357

CASH AND CASH EQUIVALENTS                                                 73,449                92,181
ACCRUED INVESTMENT INCOME                                                 75,719                73,167
DEFERRED POLICY ACQUISITION COSTS                                        491,070               475,915
FEDERAL INCOME TAXES - DEFERRED                                           37,527                37,383
REINSURANCE RECEIVABLES                                                    4,384                 4,194
OTHER ASSETS                                                              46,014                48,290
SEPARATE ACCOUNTS ASSETS                                              13,141,035            12,860,562
                                                                     ------------          ------------
TOTAL ASSETS                                                         $17,359,857           $17,118,049
                                                                     ============          ============

</TABLE>
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)
<TABLE>
<CAPTION>

                                                                       June 30,            December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY                                     2000                  1999
------------------------------------                                 ------------          ------------
<S>                                                                  <C>                   <C>
LIABILITIES:
  POLICYHOLDER LIABILITIES AND ACCRUALS:
   Policyholders' account balances                                   $ 3,487,492           $ 3,587,867
   Claims and claims settlement expenses                                 100,199                85,696
                                                                     ------------          ------------
       Total policyholder liabilities and accruals                     3,587,691             3,673,563

  OTHER POLICYHOLDER FUNDS                                                18,407                25,095
  LIABILITY FOR GUARANTY FUND ASSESSMENTS                                 14,507                14,889
  FEDERAL INCOME TAXES - CURRENT                                          11,845                12,806
  UNEARNED POLICY CHARGE REVENUE                                          93,251                77,663
  OTHER LIABILITIES                                                       23,237                26,207
  SEPARATE ACCOUNTS LIABILITIES                                       13,134,200            12,853,960
                                                                     ------------          ------------
       Total Liabilities                                              16,883,138            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                                                      179,628               134,127
  Accumulated other comprehensive loss                                   (52,733)              (50,085)
                                                                     ------------          ------------
       Total Stockholder's Equity                                        476,719               433,866
                                                                     ------------          ------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                           $17,359,857           $17,118,049
                                                                     ============          ============
</TABLE>
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)
<TABLE>
<CAPTION>

                                                                              Six Months Ended
                                                                                  June 30,
                                                                     ----------------------------------
                                                                         2000                  1999
                                                                     ------------          ------------
<S>                                                                  <C>                   <C>
REVENUES:
 Investment revenue:
  Net investment income                                              $   120,024           $   130,162
  Net realized investment gains                                            1,263                 5,139
 Policy charge revenue                                                   128,073               109,828
                                                                     ------------          ------------
   Total Revenues                                                        249,360               245,129
                                                                     ------------          ------------
BENEFITS AND EXPENSES:
 Interest credited to policyholders' account balances                     82,766                88,851
 Market value adjustment expense                                             122                 1,692
 Policy benefits (net of reinsurance recoveries:  2000 - $8,752
  1999 - $7,410)                                                          20,479                16,080
 Reinsurance premium ceded                                                11,686                10,735
 Amortization of deferred policy acquisition costs                        33,475                31,233
 Insurance expenses and taxes                                             30,831                25,868
                                                                     ------------          ------------
   Total Benefits and Expenses                                           179,359               174,459
                                                                     ------------          ------------

   Earnings Before Federal Income Tax Provision                           70,001                70,670

FEDERAL INCOME TAX PROVISION (BENEFIT):
 Current                                                                  23,219                27,729
 Deferred                                                                  1,281                (2,994)
                                                                     ------------          ------------
   Total Federal Income Tax Provision                                     24,500                24,735
                                                                     ------------          ------------
NET EARNINGS                                                         $    45,501           $    45,935
                                                                     ============          ============
</TABLE>

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)
<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                 June 30,
                                                                     ----------------------------------
                                                                         2000                  1999
                                                                     ------------          ------------
<S>                                                                  <C>                   <C>
REVENUES:
 Investment revenue:
  Net investment income                                              $    59,676           $    62,836
  Net realized investment gains (losses)                                    (808)                3,782
 Policy charge revenue                                                    65,163                55,867
                                                                     ------------          ------------
   Total Revenues                                                        124,031               122,485
                                                                     ------------          ------------
BENEFITS AND EXPENSES:
 Interest credited to policyholders' account balances                     41,698                44,003
 Market value adjustment expense                                              93                   857
 Policy benefits (net of reinsurance recoveries:  2000 - $3,277
  1999 - $4,128)                                                          10,284                 8,130
 Reinsurance premium ceded                                                 5,975                 5,538
 Amortization of deferred policy acquisition costs                        17,384                14,538
 Insurance expenses and taxes                                             15,881                13,337
                                                                     ------------          ------------
   Total Benefits and Expenses                                            91,315                86,403
                                                                     ------------          ------------

   Earnings Before Federal Income Tax Provision                           32,716                36,082

FEDERAL INCOME TAX PROVISION (BENEFIT):
 Current                                                                   8,845                13,579
 Deferred                                                                  2,605                  (950)
                                                                     ------------          ------------
   Total Federal Income Tax Provision                                     11,450                12,629
                                                                     ------------          ------------
NET EARNINGS                                                         $    21,266           $    23,453
                                                                     ============          ============
</TABLE>
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)
<TABLE>
<CAPTION>
                                                                              Six Months Ended
                                                                                  June 30,
                                                                     ----------------------------------
                                                                         2000                  1999
                                                                     ------------          ------------
<S>                                                                  <C>                   <C>
NET EARNINGS                                                         $    45,501           $    45,935
                                                                     ------------          ------------
OTHER COMPREHENSIVE LOSS:

 Net unrealized gains (losses) on available-for-sale securities:
   Net unrealized holding losses arising during the period                (5,620)              (74,819)
   Reclassification adjustment for gains included in net earnings         (1,350)               (5,337)
                                                                     ------------          ------------
   Net unrealized losses on investment securities                         (6,970)              (80,156)

   Adjustments for:
     Policyholder liabilities                                              2,112                24,112
     Deferred policy acquisition costs                                       785                19,421
     Deferred federal income taxes                                         1,425                12,818
                                                                     ------------          ------------
 Total other comprehensive loss, net of tax                               (2,648)              (23,805)
                                                                     ------------          ------------
COMPREHENSIVE INCOME                                                 $    42,853           $    22,130
                                                                     ============          ============
</TABLE>

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)
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  June 30,
                                                                     ----------------------------------
                                                                         2000                  1999
                                                                     ------------          ------------
<S>                                                                  <C>                   <C>
NET EARNINGS                                                         $    21,266           $    23,453
                                                                     ------------          ------------
OTHER COMPREHENSIVE LOSS:

 Net unrealized gains (losses) on available-for-sale securities:
   Net unrealized holding losses arising during the period               (10,518)              (40,611)
   Reclassification adjustment for (gains) losses included in net            433                (4,013)
     earnings                                                        ------------          ------------

   Net unrealized losses on investment securities                        (10,085)              (44,624)

   Adjustments for:
     Policyholder liabilities                                             (1,954)               18,304
     Deferred policy acquisition costs                                     2,836                14,835
     Deferred federal income taxes                                         3,221                 4,020
                                                                     ------------          ------------
 Total other comprehensive loss, net of tax                               (5,982)               (7,465)
                                                                     ------------          ------------
COMPREHENSIVE INCOME                                                 $    15,284           $    15,988
                                                                     ============          ============
</TABLE>

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)
<TABLE>
<CAPTION>

                                                                                              Accumulated
                                                           Additional                            other              Total
                                            Common           paid-in         Retained        comprehensive       stockholder's
                                            stock            capital         earnings            loss               equity
                                          -----------      -----------      -----------      -------------       -------------
<S>                                       <C>              <C>              <C>              <C>                 <C>
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                                                                   45,501                                 45,501

 Other comprehensive loss, net of tax                                                              (2,648)             (2,648)
                                          -----------      -----------      -----------      -------------       -------------
BALANCE, JUNE 30, 2000                    $    2,500       $  347,324       $  179,628       $    (52,733)       $    476,719
                                          ===========      ===========      ===========      =============       =============
</TABLE>

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)
<TABLE>
<CAPTION>
                                                                                Six Months Ended
                                                                                     June 30,
                                                                       --------------------------------
                                                                           2000                1999
                                                                       ------------        ------------
<S>                                                                    <C>                 <C>
Cash Flows From Operating Activities:
 Net earnings                                                          $   45,501          $    45,935
 Noncash items included in earnings:
  Amortization of deferred policy acquisition costs                        33,475               31,233
  Capitalization of policy acquisition costs                              (47,845)             (40,909)
  Accretion of investments                                                   (809)              (1,323)
  Interest credited to policyholders' account balances                     82,766               88,851
  Provision (benefit) for deferred Federal income tax                       1,281               (2,994)
 (Increase) decrease in operating assets:
  Trading account securities                                                 (257)                (556)
  Accrued investment income                                                (2,552)              (4,376)
  Other                                                                     1,723               (5,987)
 Increase (decrease) in operating liabilities:
  Claims and claims settlement expenses                                    14,503               11,131
  Other policyholder funds                                                 (6,688)                (964)
  Liability for guaranty fund assessments                                    (382)                (179)
  Federal income taxes - current                                             (961)                 739
  Unearned policy charge revenue                                           15,588               11,769
  Other                                                                    (2,739)              (4,181)
 Other operating activities:
  Net realized investment gains (excluding gains on cash and
   cash equivalents)                                                       (1,263)              (5,139)
                                                                     -------------         ------------
    Net cash and cash equivalents provided by operating activities        131,341              123,050
                                                                     -------------         ------------
Cash Flows From Investing Activities:
 Proceeds from (payments for):
  Sales of available-for-sale securities                                  117,282              432,272
  Maturities of available-for-sale securities                             119,952              255,577
  Purchases of available-for-sale securities                             (194,515)            (582,380)
  Sales of real estate held-for-sale                                        1,375               13,282
  Policy loans on insurance contracts                                     (12,693)              (3,428)
  Recapture of investments in separate accounts                               665                6,653
  Investment in separate accounts                                          (1,110)              (5,326)
                                                                     -------------         ------------
    Net cash and cash equivalents provided by investing activities   $     30,956          $   116,650
                                                                     -------------         ------------
</TABLE>
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)
<TABLE>
<CAPTION>
                                                                              Six Months Ended
                                                                                  June 30,
                                                                     ----------------------------------
                                                                         2000                  1999
                                                                     ------------          ------------
<S>                                                                  <C>                   <C>
Cash Flows From Financing Activities:
 Proceeds from (payments for):
  Policyholder deposits (excludes internal policy replacement        $   643,585           $   553,542
    deposits)
  Policyholder withdrawals (including transfers to/from separate        (824,614)             (751,150)
    accounts)                                                        ------------          ------------

   Net cash and cash equivalents used by financing activities           (181,029)             (197,608)
                                                                     ------------          ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     (18,732)               42,092

CASH AND CASH EQUIVALENTS:
 Beginning of year                                                        92,181                95,377
                                                                     ------------          ------------
 End of period                                                       $    73,449           $   137,469
                                                                     ============          ============
Supplementary Disclosure of Cash Flow Information:
 Cash paid for:
  Federal income taxes                                               $    24,180           $    26,990
  Intercompany interest                                                      359                   359

</TABLE>


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 six 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  June 30, 2000  and December 31, 1999 was $298 million
and  $268  million,  respectively. For the six month periods ended
June 30, 2000  and 1999, statutory  net income was $29 million and
$58 million, respectively.

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:

                                         June 30,     December 31,
                                           2000           1999
                                        -----------   -----------
Assets:
 Fixed maturity securities              $ (102,249)   $  (90,586)
 Equity securities                         (22,645)      (27,578)
 Deferred policy acquisition costs          43,352        42,567
 Federal income taxes - deferred            28,394        26,969
 Other assets                                  (20)           (4)
 Separate Accounts assets                      804         1,028
                                        -----------   -----------
                                           (52,364)      (47,604)
                                        -----------   -----------
Liabilities:
 Policyholders' account balances               369         2,481
                                        -----------   -----------
Stockholder's equity:
 Accumulated other comprehensive loss   $  (52,733)   $  (50,085)
                                        ===========   ===========

The  following  summarizes  the  net  impact of available-for-sale
securities,  trading  account securities and real estate held-for-
sale on net realized investment gains:

                                         June 30,      June 30,
                                           2000          1999
                                        -----------   -----------
Available-for-sale securities:
  Net realized investment losses        $   (2,103)   $   (2,963)

Trading account securities:
  Net realized investment gains              3,994           523
  Net unrealized holding gains (losses)     (1,378)          185

Real estate held-for-sale:
  Net realized investment gains                750         7,394
                                        -----------   -----------
Total net realized investment gains     $    1,263    $    5,139
                                        ===========   ===========

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
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 six
month periods ended June 30:

                        Three Months Ended       Six Months Ended
                             June 30,                June 30,
                       --------------------    ---------------------
                         2000       1999         2000        1999
                       ---------  ---------    ---------  ----------
Net Revenues (a):
  Life Insurance       $ 34,773   $ 30,819     $ 67,950   $  62,866
  Annuities              46,039     44,794       93,401      87,158
  Other                   1,521      2,869        5,243       6,254
                       ---------  ---------    ---------  ----------
Total Net Revenues     $ 82,333   $ 78,482     $166,594   $ 156,278
                       =========  =========    =========  ==========
Net Earnings:
  Life Insurance       $  8,590   $  8,207     $ 17,390   $  16,559
  Annuities              11,687     13,381       24,703      25,311
  Other                     989      1,865        3,408       4,065
                       ---------  ---------    ---------  ----------
Total Net Earnings     $ 21,266   $ 23,453     $ 45,501   $  45,935
                       =========  ========     =========  ==========

 (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
six  month  periods  ended  June 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 six month period, medium term interest
rates were  relatively  flat  as  compared  to  December 1999, but
increased  approximately 131 basis points as compared to the first
six months of 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 half of 2000,
credit  spreads  widened  approximately 43 basis points to end the
period at 154 basis points.  During the first half of 1999, credit
spreads contracted approximately 25 basis points to end the period
at 106 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
six  months  of 2000, the U.S. equity market experienced increased
volatility. Although all three indices reached historical highs at
various  points  during  the  current six month period, each index
closed  generally  lower,  on  a daily basis, as compared to their
respective levels at December 31, 1999. During the first six months
of  2000,  the  Dow, NASDAQ and S&P Index decreased 9.1%, 2.5% and
1.0%, 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 $30
million  (or 9%)  to $356 million and $96 million (or 16%) to $689
million  during  the  three  and  six month periods ended June 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 $27 million and $90  million during  the  current  three
and  six   month  periods,  respectively,  as   compared   to  the
equivalent  periods  in  1999.  Variable annuity deposits continue
to dominate the Company's sales by comprising 88% and 86% of total
premiums recorded  for  the  three and  six  month  periods  ended
June 30, 2000, respectively.  Life  insurance premiums and annuity
deposits by type of product were as follows:
<TABLE>
<CAPTION>

                                              Premiums Collected                        Change
                                      -------------------------------     --------------------------------
                                      Second Quarter     Six Months       Second Quarter      Six Months
                                           2000             2000             2000-1999         2000-1999
                                      --------------    -------------     --------------     -------------
<S>                                   <C>               <C>               <C>                <C>
                                                ($ In Millions)                     ($ In Millions)

Variable Annuities                    $         313     $        594      $          19      $         77

Modified Guaranteed Annuities                    12               24                  8                16

Variable Life Insurance                          31               69                  4                 4

Other                                             -                2                 (1)               (1)
                                      --------------    -------------     --------------     -------------
  Total Premiums Recorded                       356              689                 30                96

Internal tax-free exchanges                     (26)             (45)                (3)               (6)
                                      --------------    -------------     --------------     -------------
  Total Premiums Collected            $         330     $        644      $          27      $         90
                                      ==============    =============     ==============     =============
</TABLE>

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
were  $95  million  during  the  three  months ended June 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

Modified guaranteed annuity deposits increased $8 million (or 200%)
to  $12  million  and  $16 million (or 200%) to $24 million during
the three and six month periods ended June 30, 2000, respectively,
as compared to the same periods in 1999. The increases in modified
guaranty annuity deposits are primarily due to the higher interest
rate environment as compared to the prior three and six month periods.

Policy and contract surrenders increased $48 million  (or 20%) and
$110  million  (or 25%)  during  the  current  three and six month
periods,  respectively, compared to the equivalent periods in 1999
primarily due to an increase in variable annuity surrenders. During
the  three  and  six  months periods ending June 30, 2000, variable
annuity surrenders increased $44 million (or 32%) and $111 million
(or 45%), 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  six  months  of  2000, separate accounts assets
increased  $280  million  (or 2.2%)  to  $13.1  billion.   Despite
increased market volatility, positive investment performance in the
variable  products'  underlying  mutual  fund  investment  options
contributed  exclusively  to  the  increase  in  separate accounts
assets.

To  fund  all  business  activities,  the Company maintains a high
quality and liquid investment portfolio. As of June 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  June 30, 2000,  approximately $97 million (or 4.7%) 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
carfully selects, and closley 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 June 30, 2000  the Company
held $93 million in emerging market securities with an approximate
unrealized  loss  of  $8.6  million.

During the  current  six  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  both  six  month  periods  ended June 30, 2000 and  1999, the
Company reported net earnings of $46 million.  For the three month
periods  ended  June  30, 2000  and 1999, the Company reported net
earnings of $21 million and $23 million, respectively.

Net   earnings   derived  from  interest   spread  decreased  $0.9
million and  $4.1  million   for  the three  and six month periods
ended June 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  decreased  $4.6 million and $3.9
million during the three and six month periods ended June 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      Six Months
 Realized Gain (Loss)           2000 - 1999      2000 - 1999
 --------------------           ------------    ------------
                                       ($ In Millions)

  Interest related              $     (1.2)     $      (6.9) (1)
  Credit related                       4.1              7.9  (2)
  Trading account                     (0.1)             1.9  (3)
  Real estate                         (7.4)            (6.6) (4)
  Investment in Separate Account         -             (0.2)
                                -----------     ------------
                                      (4.6)            (3.9)
                                ===========     ============

    (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) The prior periods' credit related losses 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 second quarter 1999 included a $7.4 million gain on
        the sale of one real estate property.

Policy  charge  revenue increased $9.3 million (or 17%)  and $18.2
million  (or 17%)  during  the three and  six  month periods ended
June 30, 2000,  respectively,  compared to the same periods during
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 six month period as compared to the
same period in 1999.

Policy  benefits increased $2.2 million (or 26%)  and $4.4 million
(or 21%)   during   the  current  three  and  six  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.

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  $0.8  million  (or 89%) and
$1.6  million  (or 93%)  during  the  current  three and six 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.

Reinsurance  premium ceded increased $0.4 million (or 8%) and $1.0
million  (or 9%) during the three and six month periods ended June
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 increased $2.8
million (or 20%) and $2.2 million (or 7%) during the three and six
month  periods ended  June 30, 2000, respectively, compared to the
equivalent  periods  in  1999.  The  increases  in amortization of
deferred policy  acquisition costs are primarily due to the growth
in  policy  fee income. Partially offsetting the six  month period
increase  was  the  impact  of  lower  interest  related  realized
investment  gains during the first quarter 2000 as compared to the
first quarter 1999.

Insurance expenses and taxes  increased $2.5  million (or 19%) and
$5.0  million  (or 19%)  during  the  current  three and six month
periods,  respectively, compared to the same periods in 1999.  The
increases   are   primarily  due  to increases in certain employee
compensation related expense allocations from Merrill Lynch & Co.,
variable   product   prospectus  costs,  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.


<PAGE>   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.

<PAGE>   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/  JOSEPH E. CROWNE, JR.

                                       -----------------------------------------

                                              Joseph E. Crowne, Jr.
                                            Senior Vice President and
                                            Chief Financial Officer

Date: August 14, 2000


<PAGE>   5
                                EXHIBIT INDEX
                                -------------

Exhibit
  No.          Description
-------        -----------

  27           Financial Data Schedule



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