<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 33-45123
C.M. LIFE INSURANCE COMPANY
---------------------------
(Exact name of registrant as specified in its charter)
Connecticut 06-1041383
----------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
140 Garden Street, Hartford, Connecticut 06154
----------------------------------------------
(Address of principal executive offices)
(Zip Code)
(860) 987-6500
--------------
(Registrant's telephone number, including area code)
None
----
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
Registrant has 12,500 shares of common stock outstanding on September 30, 1999,
all of which are owned by Massachusetts Mutual Life Insurance Company.
The Registrant meets the conditions set forth in General Instruction H(1) of
Form 10-Q and is therefore filing this form with the reduced disclosure format.
<PAGE>
C.M. LIFE INSURANCE COMPANY
INDEX
Part I Financial Information
---------------------
Item 1: Financial Statements
Statutory Statements of Financial Position-
September 30, 1999 and December 31, 1998 3
Statutory Statements of Income-
Three Months Ended September 30, 1999 and 1998 4
Statutory Statements of Income-
Nine Months Ended September 30, 1999 and 1998 5
Statutory Statements of Changes in Shareholder's Equity-
Nine Months Ended September 30, 1999 and 1998 6
Statutory Statements of Cash Flows-
Nine Months Ended September 30, 1999 and 1998 7
Condensed Notes to Statutory Financial Statements 8
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3: Quantitative and Qualitative Disclosure About
Market Risk 16
Part II Other Information
Item 1: Legal Proceedings None
Item 2: Changes in Securities and Use of Proceeds Not Applicable
Item 3: Defaults Upon Senior Securities Not Applicable
Item 4: Submission of Matters to a Vote of Security
Holders Not Applicable
Item 5: Other Information None
Item 6: Exhibits and Reports on Form 8-K 17
Signatures 17
2
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PART I
Item 1
C.M. LIFE INSURANCE COMPANY
STATUTORY STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---- ----
(Unaudited)
($ In Millions Except for Par Value)
<S> <C> <C>
Assets:
Bonds $ 736.2 $ 683.0
Mortgage loans 216.4 126.3
Other investments 74.3 76.3
Policy loans 139.8 150.4
Cash and short-term investments 64.6 105.7
-------- --------
Total invested assets 1,231.3 1,141.7
Investment and insurance amounts receivable 53.2 36.0
Transfers due from separate accounts 45.1 34.3
-------- --------
1,329.6 1,212.0
Separate account assets 1,385.2 1,318.9
-------- --------
Total assets $2,714.8 $2,530.9
======== ========
Liabilities:
Policyholders' reserves and funds $1,089.1 $ 996.3
Policyholders' claims and other benefits 4.0 3.8
Payable to parent 42.6 28.8
Asset valuation and other investment reserves 27.1 23.9
Other liabilities 41.9 18.2
-------- --------
1,204.7 1,071.0
Separate account liabilities 1,385.2 1,318.9
-------- --------
Total liabilities 2,589.9 2,389.9
-------- --------
Shareholder's equity:
Common stock, $200 par value
50,000 shares authorized
12,500 shares issued and outstanding 2.5 2.5
Paid-in and contributed surplus 68.8 68.8
Surplus 53.6 69.7
-------- --------
Total shareholder's equity 124.9 141.0
-------- --------
Total liabilities and shareholder's equity $2,714.8 $2,530.9
======== ========
</TABLE>
See condensed notes to statutory financial statements.
3
<PAGE>
PART I
Item 1 (continued)
C.M. LIFE INSURANCE COMPANY
STATUTORY STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
---------------------------------
1999 1998
---- ----
(In Millions)
<S> <C> <C>
Revenue:
Premium income $237.3 $ 94.9
Net investment income 19.8 18.7
Fees and other income 1.6 1.0
------ ------
258.7 114.6
------ ------
Benefits and expenses:
Policyholders' benefits and payments 75.2 35.3
Addition to policyholders' reserves and funds 138.4 45.2
Operating expenses 37.1 17.8
Commissions 20.5 11.9
State taxes, licenses and fees 2.7 2.0
------ ------
273.9 112.2
------ ------
Net gain (loss) from operations before federal income taxes (15.2) 2.4
Federal income tax benefit (5.8) (1.5)
------ ------
Net gain (loss) from operations (9.4) 3.9
Net realized capital loss (4.2) (1.9)
------ ------
Net income (loss) $(13.6) $ 2.0
====== ======
</TABLE>
See condensed notes to statutory financial statements.
4
<PAGE>
PART I
Item 1 (continued)
C.M. LIFE INSURANCE COMPANY
STATUTORY STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1999 1998
---- ----
(In Millions)
<S> <C> <C>
Revenue:
Premium income $494.6 $289.7
Net investment income 58.0 61.0
Fees and other income 4.6 2.6
------ ------
557.2 353.3
------ ------
Benefits and expenses:
Policyholders' benefits and payments 223.1 104.2
Addition to policyholders' reserves and funds 212.3 139.3
Operating expenses 72.0 46.3
Commissions 50.1 34.4
State taxes, licenses and fees 6.4 5.9
------ ------
563.9 330.1
------ ------
Net gain (loss) from operations before federal income taxes (6.7) 23.2
Federal income tax expense 2.6 6.8
------ ------
Net gain (loss) from operations (9.3) 16.4
Net realized capital loss (4.2) (1.9)
------ ------
Net income (loss) $(13.5) $ 14.5
====== ======
</TABLE>
See condensed notes to statutory financial statements.
5
<PAGE>
PART I
Item 1 (continued)
C.M. LIFE INSURANCE COMPANY
STATUTORY STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
--------------------------------
1999 1998
---- ----
(In Millions)
<S> <C> <C>
Shareholder's equity, beginning of year $141.0 $113.2
Increases (decreases) due to:
Net income (loss) (13.5) 14.5
Change in net unrealized capital gain (loss) 1.2 (8.5)
Change in asset valuation and other investment reserves (3.2) 6.5
Capital contribution - 25.0
Changes in non-admitted assets and other (0.6) 1.4
------ ------
(16.1) 38.9
------ ------
Shareholder's equity, end of period $124.9 $152.1
====== ======
</TABLE>
See condensed notes to statutory financial statements.
6
<PAGE>
PART I
Item 1 (continued)
C.M. LIFE INSURANCE COMPANY
STATUTORY STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1999 1998
---- ----
(In Millions)
<S> <C> <C>
Operating activities:
Net income (loss) $ (13.5) $ 14.5
Additions to policyholders' reserves and funds
net of transfers to separate accounts 93.0 13.7
Net realized capital loss 4.2 1.9
Other changes 16.2 7.3
------- -------
Net cash provided by operating activities 99.9 37.4
------- -------
Investing activities:
Loans and purchases of investments (429.6) (466.1)
Sales and maturities of investments and
receipts from repayments of loans 288.6 465.3
------- -------
Net cash used in investing activities (141.0) (0.8)
------- -------
Financing activities:
Capital and surplus contribution - 25.0
------- -------
Net cash provided by financing activities - 25.0
------- -------
Increase (decrease) in cash and short-term investments (41.1) 61.6
Cash and short-term investments, beginning of year 105.7 88.4
------- -------
Cash and short-term investments, end of period $ 64.6 $ 150.0
======= =======
</TABLE>
See condensed notes to statutory financial statements.
7
<PAGE>
Part I
Item 1 (Continued)
C.M. Life Insurance Company
Condensed Notes to Statutory Financial Statements
September 30, 1999
(Unaudited)
C.M. Life Insurance Company ("C.M. Life" or "The Company"), is organized as a
stock life insurance company. The Company primarily sells flexible premium
universal life insurance, variable universal life insurance and variable annuity
products, and is licensed in Puerto Rico, the District of Columbia and 49
states, (excluding the State of New York). C.M. Life is a wholly owned stock
life insurance subsidiary of Massachusetts Mutual Life Insurance Company
("MassMutual").
The accompanying unaudited interim financial statements have been prepared in
accordance with the instructions to Form 10-Q and the rules and regulations of
the Securities and Exchange Commission. Certain prior period amounts have been
restated to conform to current presentation. These financial statements have
been prepared under the presumption that users of the interim financial
information have either read or have access to C.M. Life's audited statutory
financial statements for the year ended December 31, 1998. Accordingly, footnote
disclosures, which would substantially duplicate the disclosures contained in
C.M. Life's December 31, 1998, audited statutory financial statements, have been
omitted from these interim financial statements. These unaudited interim
financial statements should be read in conjunction with the audited statutory
financial statements and notes thereto, included in C.M. Life's Annual Report on
Form 10-K, for the year ended December 31, 1998.
1. Summary of Accounting Practices
- -----------------------------------
The accompanying statutory financial statements have been prepared in conformity
with the statutory accounting practices of the National Association of Insurance
Commissioners ("NAIC") and the accounting practices prescribed or permitted by
the State of Connecticut Insurance Department and are different in some respects
from financial statements prepared in accordance with generally accepted
accounting principles ("GAAP"). The more significant differences are as follows:
(a) acquisition costs, such as commissions and other costs directly related to
acquiring new business, are charged to current operations as incurred, whereas
GAAP would require these expenses to be capitalized and recognized over the life
of the policies, (b) policy reserves are based upon statutory mortality and
interest requirements without consideration of withdrawals, whereas GAAP
reserves would be based upon reasonably conservative estimates of mortality,
interest and withdrawals; (c) bonds are generally carried at amortized cost
whereas GAAP generally requires they be reported at fair value; (d) deferred
income taxes are not provided for book-tax timing differences as would be
required by GAAP; and (e) payments received for universal life products and
variable annuities are reported as premium revenue, whereas, under GAAP, these
payments would be recorded as deposits to policyholders' account balances.
In March 1998, the NAIC adopted the Codification of Statutory Accounting
Principles ("Codification"). Codification provides a comprehensive guide of
statutory accounting principles for use by insurers in all states and is
expected to become effective no later than January 1, 2001. The effect of
adopting Codification shall be reported as an adjustment to surplus on the
effective date. The Company is currently reviewing the impact of codification;
however, the impact has not been determined at this time.
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, as
well as disclosures of contingent assets and liabilities, at the date of the
financial statements. Management must also make estimates and assumptions that
affect the amounts of revenues and expenses during the reporting period. Future
events, including changes in the levels of mortality, morbidity, interest rates
and asset valuations, could cause actual results to differ from the estimates
used in these financial statements.
In the Company's opinion these financial statements contain all adjustments,
consisting of only normal recurring adjustments, necessary to present fairly its
statutory financial position in accordance with statutory accounting principles,
as of September 30, 1999 and December 31, 1998, the results of its
8
<PAGE>
operations for the three month and nine month periods ended September 30, 1999
and 1998, changes in shareholder's equity and its cash flows for the nine month
periods ended September 30, 1999 and 1998.
2. Related Party Transactions
- ------------------------------
C.M. Life has an agreement with MassMutual, whereby MassMutual furnishes the
Company operating facilities, human resources, computer software development and
managerial services. Additionally, investment and administrative services are
provided by MassMutual under a management services agreement. Fees incurred
under the terms of these agreements were $37.8 million and $73.9 million for the
three and nine month periods ending September 30, 1999, respectively, and $19.1
million and $47.4 million for the three and nine month periods ended September
30, 1998, respectively.
The Company cedes a portion of its life insurance business to MassMutual and
other insurers in the normal course of business. The Company has a modified
coinsurance quota-share reinsurance agreement with MassMutual whereby the
Company cedes 75% of the premiums on certain universal life policies. In return,
MassMutual pays the Company a stipulated expense allowance, death and surrender
benefits and a modified coinsurance adjustment based upon experience. The
Company retains the assets and related reserves for the payment of future
benefits on ceded policies. In addition to the modified coinsurance agreement,
the Company also has a stop-loss agreement with MassMutual under which the
Company cedes claims that, in aggregate, exceed .22% of the covered volume for
any year, with maximum coverage of $25.0 million above the aggregate limit. The
Company incurred approximately $0.3 million and $0.9 million in premiums under
the agreement for the three and nine month periods ending September 30, 1999,
respectively, and $0.3 million and $0.8 million in premiums for the three and
nine month periods ending September 30, 1998, respectively.
3. Segment Information
- -----------------------
C.M. Life's operations consist of one business segment, which principally sells
universal life insurance, variable life insurance and annuity products. C.M.
Life is not dependent upon any single customer and no single customer accounted
for more than 10% of revenues for the three and nine month periods ended
September 30, 1999 and 1998, respectively.
9
<PAGE>
Part I
Item 2
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the unaudited statutory financial
statements and condensed notes to statutory financial statements included
elsewhere in the Form 10-Q and the audited statutory financial statements and
notes thereto, and the Management's Discussion and Analysis included in C.M.
Life's Annual Report on Form 10-K, for the year ended December 31, 1998.
Forward-Looking Information
- ---------------------------
The Private Securities Litigation Reform Act of 1995 ("the ACT") provides a
"Safe harbor" for forward-looking statements which are identified as such and
are accompanied by the identification of important factors which could cause a
material difference from the forward-looking statements. Certain information
contained in this discussion is or may be considered as forward-looking.
Forward-looking statements are those not based on historical information, but
rather, relate to future operations, strategies, financial results or other
developments, and contain terms such as "may," "expects," "should," "believes,"
"anticipates," "intends," "estimates," "projects," "goals," "objectives" or
similar expressions. Forward-looking statements are based upon estimates and
assumptions. These statements may change due to business uncertainties, economic
uncertainties, competitive uncertainties; and other factors, many of which are
beyond the Company's control. Additionally, Company business decisions are also
subject to change. The Company does not publicly update or revise any forward-
looking statements, as a result of new information, future developments or
otherwise.
Results of Operations
- ---------------------
For the Three Months Ended September 30, 1999
- ---------------------------------------------
Compared to the Three Months Ended September 30, 1998
- -----------------------------------------------------
For the three months ended September 30, 1999, C.M. Life had a net loss of $13.6
million, as compared with net income of $2.0 million for the three months ended
September 30, 1998. The decrease of $15.6 million was primarily attributable to
the continued growth in our business, which resulted in increases in benefits
and payments, changes in policyholders' reserves, commissions and expenses
partially offset by increased premium income.
Premium income, net of reinsurance ceded, increased $142.4 million, or 150%, to
$237.3 million in 1999 from $94.9 million in 1998. The 150% growth in premiums,
net of reinsurance, is attributable to a 79% increase in sales of universal and
other life insurance products and a 193% increase in sales of variable annuity
products over the same period in the prior year. Annuity premiums have increased
over the prior year, primarily due to increased sales as a result of adding new
fund options for policyholders. Life premiums have grown over the prior year due
to the introduction of two new products that included a new survivorship
variable universal life product in late 1998 and a new variable universal life
product early in 1999. C.M. Life's business mix changed, when compared to the
same three month period in 1998, as variable annuity product sales increased at
a faster rate than sales of universal and other life insurance products.
Variable annuity products comprised 73% of total premium income in the third
quarter of 1999 compared to 62% in 1998 while universal and other life products
were 27% in 1999 down from 38% in 1998.
10
<PAGE>
The following table sets forth premium data for C.M. Life's products:
Three Months Ended September 30,
-----------------------------------
1999 1998
---- ----
(In Millions)
Premium income:
Universal and other life insurance:
Gross premiums $ 78.3 $ 51.6
Ceded premiums (14.1) (15.7)
------ ------
Net premiums 64.2 35.9
Annuities 173.1 59.0
------ ------
Total premium income $237.3 $ 94.9
====== ======
Net investment income increased $1.1 million, or 6%, to $19.8 million in 1999
from $18.7 million in 1998. This increase between years reflects growth in both
the bond and mortgage loan portfolios partially offset by declines in policy
loans, cash and short-term investments. Fluctuations in market conditions will
impact future investment results.
The components of net investment income are set forth below:
Three Months Ended September 30,
----------------------------------
1999 1998
---- ----
(In Millions)
Gross investment income:
Bonds $12.9 $12.2
Mortgage loans 3.9 1.9
Other investments 0.7 0.7
Policy loans 1.9 2.7
Cash and short-term investments 1.0 1.6
----- -----
Total gross investment income 20.4 19.1
Less: Investment expenses (0.8) (0.6)
Add: IMR amortization 0.2 0.2
----- -----
Net investment income $19.8 $18.7
===== =====
The annualized yield on total investments before indirect expenses was 6.8% and
6.9% for the periods ended September 30, 1999 and 1998, respectively. After
expenses, net annualized yields were 6.6% and 6.8%, for the periods ended
September 30, 1999 and 1998, respectively. The annualized yield before federal
income taxes, is calculated as: (a) two times gross investment income divided by
(b) the sum of assets at the beginning of the period and assets at the end of
the period, less gross investment income, (c) multiplied by four.
Fees and other income increased $0.6 million, or 60%, to $1.6 million in 1999
from $1.0 million in 1998, primarily due to increased administration fees and
contract charges from the separate account.
Policyholders' benefits and payments increased $39.9 million, or 113%, to $75.2
million in 1999 from $35.3 million in 1998. The primary driver of the increase
was surrender benefits on annuity products which increased $30.0 million, or
107%, with the majority of the withdrawals coming from separate accounts.
Management believes this increased rate of surrenders is primarily due to two
factors: 1) the investment fund options currently offered under the Company's
annuity products use a "value" based investment philosophy that has temporarily
fallen out of favor when compared to other investment options, such as "growth"
funds, due to recent market conditions and, 2) an overall increase in annuity
customer account values. Though it is not known if an increased level of
surrenders will continue, the Company has and is taking steps that it believes
will reduce surrender activity by enhancing product offerings through the
addition of new fund options and other product features. In addition, death
claims, net of reinsurance, increased $5.1 million, or 90%, to $10.8 million in
1999 compared to $5.7 million in 1998 due to unfavorable direct mortality
experience partially offset by favorable reinsurance recoveries.
11
<PAGE>
Addition to policyholders' reserves and funds increased $93.2 million, or 206%,
to $138.4 million in 1999 from $45.2 million in 1998. Addition to
policyholders' reserves and funds includes transfers to and from the separate
account based upon policyholder elections and the change in general account
reserves. This increase is primarily attributable to a $87.7 million increase
in separate account deposits partially offset by a $25.3 million increase in
separate account withdrawals, discussed above, and other transfers. General
account reserves also increased, primarily due to an increase in annuity
deposits.
Operating expenses, commissions and state taxes, licenses and fees, increased
$28.6 million, or 90%, to $60.3 million in 1999 from $31.7 million in 1998.
This increase is attributable to the increased production of new business that
resulted in increased commissions and management fees. Management fees charged
by MassMutual includes increases in agency allowances associated with business
growth. The growth in these expenses is consistent with the premium growth
experienced by the Company.
Federal income tax benefits increased $4.3 million, or 287%, to $5.8 million in
1999 from $1.5 million in 1998. Taxable income of $2.6 million in 1998
decreased $12.5 million to a taxable loss of $9.9 million in 1999. The decrease
in taxable income is primarily attributable to the overall decrease in net gain
(loss) from operations before federal income taxes partially offset by the
difference between statutory insurance reserves and tax reserves and the timing
of the tax deductibility of acquisition costs and other items.
Realized capital losses, after the transfer to the Interest Maintenance Reserve
("IMR"), which captures after tax realized capital gains and losses due to
changes in interest rates for all types of fixed income investments and
interest-related hedging activities, increased $2.3 million or 121%, to a $4.2
million loss in 1999 from a $1.9 million loss in 1998. This $2.3 million
increase is primarily due to an increase in net realized capital losses from the
sale of bonds between years. Taxes included in realized capital losses net of
taxes deferred into IMR increased $0.4 million, to $1.3 million in 1999 from
$0.9 million in 1998 primarily due to timing changes in book to tax differences.
For the Nine Months Ended September 30, 1999
- --------------------------------------------
Compared to the Nine Months Ended September 30, 1998
- ----------------------------------------------------
For the nine months ended September 30, 1999, C.M. Life had a net loss of $13.5
million, as compared with net income of $14.5 million for the nine months ended
September 30, 1998. The decrease of $28.0 million was primarily attributable to
the continued growth in our business, which resulted in increases in benefits
and payments, changes in policyholders' reserves, commissions and expenses
partially offset by increased premium income.
Premium income, net of reinsurance ceded, increased $204.9 million, or 71%, to
$494.6 million in 1999 from $289.7 million in 1998. The net growth in premiums
is attributable to increased sales of universal and other life products of 52%
over the same period of the prior year and a 80% increase in variable annuity
product sales over the same period of the prior year. Annuity premiums have
increased over the prior year, primarily due to increased sales as a result of
adding new fund options for policyholders. Life premiums have grown over the
prior year due to the introduction of two new products that included a new
survivorship variable universal life product in late 1998 and a new variable
universal life product early in 1999. Product mix shifted slightly since 1998,
with the universal and other life products comprising 31% of total premium
income during 1999, down from 35% in 1998, while annuity products were at 69% in
1999, up from 65% in 1998.
12
<PAGE>
The following table sets forth premium data for C.M. Life's products.
Nine Months Ended September 30,
---------------------------------
1999 1998
---- ----
(In Millions)
Premium Income:
Universal and other life insurance:
Gross premiums $199.0 $141.5
Ceded premiums (46.2) (41.3)
------ ------
Net premiums 152.8 100.2
Annuities 341.8 189.5
------ ------
Total premium income $494.6 $289.7
====== ======
Net investment income decreased $3.0 million, or 5%, to $58.0 million in 1999
from $61.0 million in 1998, primarily due to a significant reduction in income
on other investments attributed to an extraordinary dividend received from an
affiliated mutual fund in the second quarter of 1998, partially offset by
increased income from the growing mortgage loan portfolio. Fluctuations in
market conditions will impact future investment results.
The components of net investment income are set forth below.
Nine Months Ended September 30,
---------------------------------
1999 1998
---- ----
(In Millions)
Gross investment income:
Bonds $38.1 $36.7
Mortgage loans 9.0 6.0
Other investments 2.1 7.8
Policy loans 6.4 8.3
Cash and short-term investments 3.9 3.6
----- -----
Total gross investment income 59.5 62.4
Less: Investment expenses (1.9) (1.7)
Add: IMR amortization 0.4 0.3
----- -----
Net investment income $58.0 $61.0
===== =====
The annualized yield on total investments before indirect expenses was 6.9% and
7.9% for the periods ended September 30, 1999 and 1998, respectively. After
expenses, net annualized yields were 6.7% and 7.7%, respectively. Current
yields are lower than the prior year primarily due to the second quarter 1998
extraordinary dividend discussed above. The annualized yield before federal
income taxes, is calculated as: (a) two times gross investment income divided by
(b) the sum of assets at the beginning of the year and assets at the end of the
period, less gross investment income, (c) multiplied by four thirds.
Fees and other income increased $2.0 million, or 77%, to $4.6 million in 1999
from $2.6 million in 1998. This increase is primarily due to administration fees
and contract charges from the separate accounts.
13
<PAGE>
Policyholders' benefits and payments increased $118.9 million, or 114%, to
$223.1 million in 1999 from $104.2 million in 1998. The primary driver of the
increase was surrender benefits on annuity products which increased $109.7
million, or 137%, with the majority of the withdrawals coming from the separate
accounts. Management believes this increased rate of surrenders is primarily
due to two factors: 1) the investment fund options currently offered under the
Company's annuity products use a "value" based investment philosophy that has
temporarily fallen out of favor when compared to other investment options, such
as "growth" funds, due to recent market conditions and, 2) an overall increase
in annuity customer account values. Though it is not known if an increased level
of surrenders will continue, the Company has and is taking steps that it
believes will reduce surrender activity by enhancing product offerings through
the addition of new fund options and other product features. In addition, death
claims, net of reinsurance, increased $11.8 million, or 79%, to $26.8 million in
1999 compared to $15.0 million in 1998 due to unfavorable direct mortality
experience partially offset by favorable reinsurance recoveries.
Addition to policyholders' reserves and funds increased $73.0 million, or 52%,
to $212.3 million in 1999 from $139.3 million in 1998. Addition to
policyholders' reserves and funds includes transfers (to) from the separate
account based upon policyholder elections and the change in general account
reserves. This increase is primarily attributable to a $106.6 million increase
in separate account deposits partially offset by a $102.4 million increase in
separate account withdrawals, discussed above, and other transfers. General
account reserves also increased, primarily due to a $72.6 million increase in
annuity deposits.
Operating expenses, commissions and state taxes, licenses and fees increased
$41.9 million, or 48%, to $128.5 million in 1999 from $86.6 million in 1998.
This increase is attributable to the increased production of new business that
resulted in increased commissions and management fees. Management fees charged
by MassMutual includes increases in agency allowances associated with business
growth. The growth in these expenses is consistent with the premium growth
experienced by the Company.
Federal income tax expense decreased $4.2 million, or 62%, to $2.6 million in
1999 from $6.8 million in 1998. Taxable income decreased $12.2 million to $14.2
million in 1999, from $26.4 million in 1998. The decrease in taxable income is
primarily attributable to the overall decrease in net gain (loss) from
operations before federal income taxes partially offset by the difference
between statutory insurance reserves and tax reserves and the timing of the tax
deductibility of acquisition costs and other items.
Realized capital losses, after the transfer to the IMR, which captures after tax
realized capital gains and losses due to changes in interest rates for all types
of fixed income investments and interest-related hedging activities, increased
$2.3 million, or 121%, to a $4.2 million loss in 1999 from a $1.9 million loss
in 1998. This $2.3 million increase is primarily due to an increase in net
realized capital losses from the sale of bonds between years. Taxes included in
realized capital gains net of taxes deferred into IMR increased $0.4 million, to
$1.3 million in 1999 from $0.9 million in 1998 primarily due to timing changes
in book to tax differences.
Statement of Financial Position
- -------------------------------
Assets
- ------
Total assets at September 30, 1999, were $2,714.8 million, representing an
increase of $183.9 million, or 7%, from $2,530.9 million at December 31, 1998.
Invested assets in C.M. Life's general account portfolio at September 30, 1999,
increased by $89.6 million, or 8%, to $1,231.3 million from $1,141.7 million at
December 31, 1998, primarily due to growth in in-force life insurance. The
portfolio of invested assets is managed to support product liabilities in light
of yield, liquidity and diversification considerations. The general investment
account portfolio does not include C.M. Life's separate account invested assets.
C.M. Life's separate accounts, increased by $66.3 million, or 5%, to $1,385.2
million at September 30, 1999 from $1,318.9 million at December 31, 1998. This
increase is due to market appreciation and additional net deposits of variable
products.
14
<PAGE>
Bonds at September 30, 1999, were $736.2 million, representing an increase of
$53.2 million, or 8%, from $683.0 million at December 31, 1998. During the nine
months ended September 30, 1999, $305.4 million of bonds were purchased while
maturities and sale proceeds totaled $252.6 million.
Mortgage loans at September 30, 1999, were $216.4 million, representing an
increase of $90.1 million, or 71%, from $126.3 million at December 31, 1998.
This increase is primarily due to increased funds available for investment as a
result of C.M. Life's growing general account business which were directed
toward the mortgage portfolio due to favorable market yields. During the nine
months ended September 30, 1999, $115.7 million of mortgages were issued while
repayments totaled $25.4 million.
Other investments, consisting of financial options, interest rate caps and
floors, preferred stocks, affiliated common stocks and receivable for securities
sold were $74.3 million at September 30, 1999, representing a decrease of $2.0
million, or 3%, from $76.3 million at December 31, 1998. This decrease is
primarily due to a $2.6 million net unrealized loss on common stocks for the
nine months ended September 30, 1999.
Liabilities
- -----------
Total liabilities at September 30, 1999, increased $200.0 million, or 8%, to
$2,589.9 million from $2,389.9 million at December 31, 1998. The increase was
primarily the result of a $66.3 million increase in separate account liabilities
due to the receipt of additional net deposits on variable-type products and a
$92.8 million increase in general account policyholders' reserves and funds.
Policyholders' reserves and funds at September 30, 1999, were $1,089.1 million,
representing an increase of $92.8 million, or 9%, from $996.3 million at
December 31, 1998. The increase, primarily attributable to growth from new
sales in annuity products and interest credited, was partially offset by
transfers to separate accounts and withdrawals.
Shareholder's Equity
- --------------------
Shareholder's equity was $124.9 million at September 30, 1999, a decrease of
$16.1 million, or 11%, from $141.0 million at December 31, 1998. This decrease
is primarily attributable to a $13.5 million net loss and an increase in asset
valuation and other investment reserves of $3.2 million, partially offset by
changes in unrealized capital gains of $1.2 million.
Liquidity and Capital Resources
- -------------------------------
Liquidity
- ---------
Net cash provided by operating activities increased $62.5 million, or 167%, to
$99.9 million in 1999 from $37.4 million in 1998. This increase was primarily
attributable to increased deposits in annuity products combined with an increase
in net general account deposits and fees from the separate account, partially
offset by increased general expenses and commissions between periods.
Loans and purchases of investments decreased $36.5 million, or 8%, to $429.6
million in 1999 from $466.1 million in 1998. Sales and maturities of
investments and receipts from repayments of loans decreased $176.7 million, or
38%, to $288.6 million in 1999 from $465.3 million in 1998. We attribute these
decreases primarily to a lower volume of purchases and sales of bonds due to
changes in market conditions.
Cash and short-term investments at September 30, 1999, were $64.6 million,
representing a decrease of $41.1 million, or 39%, from $105.7 million at
December 31, 1998. The Company has increased its investment in bonds and
mortgage loans due to favorable market rates, resulting in reduced cash and
short-term investment positions.
15
<PAGE>
Capital Resources
- -----------------
C.M. Life's total adjusted capital as defined by the NAIC was $150.2 million at
September 30, 1999. The Company's total adjusted capital was well in excess of
all RBC standards at September 30, 1999, and December 31, 1998.
Year 2000
- ---------
The following Year 2000 readiness disclosure is prepared under the U.S. "Year
2000 Information and Readiness Disclosure Act" (Public Law No. 105-271).
Like other businesses and governments around the world, the Company could be
adversely affected if the computer systems used by the Company and those with
which the Company does business do not properly recognize the Year 2000. This
is commonly known as the "Year 2000 ("Y2K") issue". For a more complete
discussion on Y2K issues, see C.M. Life's Annual Report on Form 10-K, for the
year ended December 31, 1998.
In 1996, our parent company, MassMutual, began an enterprise-wide process to
address the Y2K issue on its own behalf and on behalf of certain subsidiaries,
including C.M. Life. MassMutual established Project 2000 the following year as
the program responsible for addressing all requirements associated with the
century date change. MassMutual's Project 2000 incorporates Y2K accommodation
for C.M. Life. Management believes that Project 2000 will limit the number and
severity of any Y2K-related disruptions.
Project 2000 is on schedule. MassMutual plans to have its internal computer
systems ready for the Year 2000, including those operated for C.M. Life.
MassMutual completed the code correction and testing of its internal systems,
both mission critical and non-mission critical by mid-year 1999. These included
systems purchased from other companies, homegrown systems, and MassMutual end-
user systems. This means that MassMutual's internal systems were deemed Y2K
compliant according to MassMutual's standards. Because testing and internal Y2K
certification is an ongoing process, MassMutual is now working to keep
previously tested applications Y2K compliant and testing new internal systems
and major enhancements to existing systems.
The Y2K issue affects virtually all organizations worldwide. Moreover, the
electronic links between business and governments mean that complete Y2K
compliance is beyond the ability of any one entity to achieve. Vigorous and
coordinated Y2K readiness efforts throughout the public and private sectors are
necessary to avoid disruption after 1999. MassMutual has identified mission
critical service providers and is assessing their Y2K readiness through on-site
visits, questionnaires, phone interviews, and testing. MassMutual has also
contacted third parties who are not as critical to C.M. Life's business.
MassMutual is using this information in the development of contingency plans.
MassMutual has allocated a portion of the costs to the Company pursuant to a
management services agreement. These costs are being expensed when incurred.
When viewed in the context of the total financial picture, the costs are not
material to the Company's or MassMutual's financial position.
Part I
Item 3
Quantitative and Qualitative Disclosure about Market Risk
The Company's market risk and financial instrument holdings as of September 30,
1999, are similar to its market risk and financial instrument holdings as of
December 31, 1998, a description of which is included in C.M. Life's Annual
Report on Form 10-K for the year ended December 31, 1998.
16
<PAGE>
Part II
Item 6
C.M. Life Insurance Company
Exhibits and Reports on Form 8-K
September 30, 1999
(a) Exhibit Index
27. Financial Data Schedule
(b) Reports on Form 8-K
One Form 8-K was filed during the three month period ended September
30, 1999.
Report on Form 8-K dated July 22, 1999, disclosed that
PricewaterhouseCoopers LLP was dismissed as the Company's independent
certified public accountant and auditor and Deloitte & Touche LLP was
appointed the new independent certified public accountant and auditor
of the Company.
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.
C.M. Life Insurance Company
(Registrant)
Date: November 10, 1999 By: /s/ Lawrence V. Burkett, Jr.*
--------------------- -----------------------------
Lawrence V. Burkett, Jr.
Director, President and Chief Executive
Officer (Principal Executive Officer)
Date: November 10, 1999 By: /s/ John Miller, Jr.*
--------------------- ---------------------
John Miller, Jr.
Vice President and Comptroller
(Chief Accounting Officer)
/s/ Richard M. Howe
- -------------------
*Richard M. Howe
On November 10, 1999 as Attorney in Fact, pursuant to
Power of Attorney.
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM C.M. LIFE'S
SEPTEMBER 30, 1999 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000883232
<NAME> C.M. LIFE INSURANCE COMPANY
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<DEBT-HELD-FOR-SALE> 736
<DEBT-CARRYING-VALUE> 736<F1>
<DEBT-MARKET-VALUE> 729
<EQUITIES> 0
<MORTGAGE> 216
<REAL-ESTATE> 0
<TOTAL-INVEST> 1,231
<CASH> 65
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 2,715
<POLICY-LOSSES> 1,089
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 4
<POLICY-HOLDER-FUNDS> 1,385
<NOTES-PAYABLE> 0
0
0
<COMMON> 3
<OTHER-SE> 122
<TOTAL-LIABILITY-AND-EQUITY> 2,715
495
<INVESTMENT-INCOME> 58
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 5
<BENEFITS> 435
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 129
<INCOME-PRETAX> (7)
<INCOME-TAX> 2
<INCOME-CONTINUING> (9)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
<FN>
<F1>C.M. LIFE'S FINANCIAL STATEMENTS HAVE BEEN PREPARED IN CONFORMITY WITH
ACCOUNTING PRACTICES AND PROCEDURES OF THE NATIONAL ASSOCIATION OF INSURANCE
COMMISIONERS AS PRESCRIBED OR PERMITTED BY THE INSURANCE DEPARTMENT OF THE
STATE OF CONNECTICUT. UNDER THESE ACCOUNTING PRACTICES, FIXED MATURITIES
ELIGIBLE FOR AMORTIZATION ARE REPORTED AT AMORTIZED COST.
</FN>
</TABLE>
