<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Quarterly Period Ended June 30, 2000
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 1-12749
HARTFORD LIFE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 06-1470915
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06089
(Address of principal executive offices)
(860) 547-5000
(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[ ]
As of August 11, 2000 there were outstanding 1,000 shares of Common Stock, $0.01
par value per share, of the registrant, all of which were directly owned by
Hartford Fire Insurance Company, a direct wholly owned subsidiary of The
Hartford Financial Services Group, Inc.
The 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.
<PAGE> 2
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS PAGE
<S> <C>
Consolidated Statements of Income - Second Quarter and
Six Months Ended June 30, 2000 and 1999 3
Consolidated Balance Sheets - June 30, 2000 and December 31, 1999 4
Consolidated Statements of Changes in Stockholder's Equity
Six Months Ended June 30, 2000 and 1999 5
Consolidated Statements of Cash Flows - Six Months
Ended June 30, 2000 and 1999 6
Notes to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 16
Signature 17
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
SECOND QUARTER SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
---------------------------------------------------
(In millions) (Unaudited) 2000 1999 2000 1999
------------------------ ---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Premiums and other considerations $ 1,100 $ 976 $ 2,164 $ 1,910
Net investment income 384 381 766 782
Net realized capital losses (43) -- (43) --
------- ------- ------- -------
TOTAL REVENUES 1,441 1,357 2,887 2,692
------- ------- ------- -------
BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim adjustment expenses 792 782 1,521 1,537
Amortization of deferred policy acquisition costs 161 143 333 267
Dividends to policyholders 5 10 46 27
Interest expense 16 16 33 33
Other expenses 301 236 568 501
------- ------- ------- -------
TOTAL BENEFITS, CLAIMS AND EXPENSES 1,275 1,187 2,501 2,365
------- ------- ------- -------
INCOME BEFORE INCOME TAX EXPENSE 166 170 386 327
Income tax expense 20 56 90 107
------- ------- ------- -------
NET INCOME $ 146 $ 114 $ 296 $ 220
------- ------- ------- -------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE> 4
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AS OF AS OF
JUNE 30, DECEMBER 31,
(In millions, except for share data) 2000 1999
------------------------------------ ---- ----
(Unaudited)
<S> <C> <C>
ASSETS
Investments
Fixed maturities, available for sale, at fair value (amortized cost of
$17,505 and $17,602) $ 16,999 $ 17,035
Equity securities, at fair value 143 153
Policy loans, at outstanding balance 3,581 4,222
Other investments 734 376
--------- ---------
Total investments 21,457 21,786
Cash 90 89
Premiums receivable and agents' balances 197 214
Reinsurance recoverables 476 449
Deferred policy acquisition costs 4,373 4,210
Deferred income tax 470 522
Other assets 984 1,111
Separate account assets 114,591 110,652
--------- ---------
TOTAL ASSETS $ 142,638 $ 139,033
--------- ---------
LIABILITIES
Future policy benefits $ 6,556 $ 6,236
Other policyholder funds 15,555 16,873
Long-term debt 650 650
Company obligated mandatorily redeemable preferred securities of subsidiary
trust holding solely parent junior subordinated debentures 250 250
Other liabilities 2,423 2,066
Separate account liabilities 114,591 110,652
--------- ---------
TOTAL LIABILITIES 140,025 136,727
--------- ---------
STOCKHOLDER'S EQUITY
Common Stock - 1,000 and 0 shares authorized, issued and outstanding,
par value $0.01 -- --
Class A common stock - 0 and 600,000,000 shares authorized;
0 and 26,122,383 shares issued, par value $0.01 -- --
Class B common stock - 0 and 600,000,000 shares authorized;
0 and 114,000,000 shares issued and outstanding, par value $0.01 -- 1
Capital surplus 1,280 1,282
Treasury stock, at cost - 0 and 208,536 shares -- (10)
Accumulated other comprehensive loss
Net unrealized capital losses on securities, net of tax (306) (336)
Cumulative translation adjustments (10) (12)
--------- ---------
Total accumulated other comprehensive loss (316) (348)
--------- ---------
Retained earnings 1,649 1,381
--------- ---------
TOTAL STOCKHOLDER'S EQUITY 2,613 2,306
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 142,638 $ 139,033
--------- ---------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE> 5
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
CLASS A CLASS B TREASURY
COMMON COMMON COMMON CAPITAL STOCK,
(In millions) (Unaudited) STOCK STOCK STOCK SURPLUS AT COST
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $ - - $ 1 $ 1,282 $ (10)
Comprehensive income (loss)
Net income
Other comprehensive income (loss),
net of tax (1)
Net unrealized capital gains on
securities (2)
Cumulative translation adjustments
Total other comprehensive income (loss)
Total comprehensive income (loss)
Dividends declared
Issuance of shares under incentive and
stock purchase plans 1 8
Treasury stock acquired (2)
Treasury stock canceled and retired (4) 4
Class B Common Stock converted to Class A 1 (1)
Class A Common Stock canceled and retired (1) 1
-------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2000 $ - - $ - $ 1,280 $ -
-------------------------------------------------------------------------------------------------------
ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)
--------------------------
NET
UNREALIZED
CAPITAL
GAINS
(LOSSES) ON CUMULATIVE TOTAL
SECURITIES, TRANSLATION RETAINED STOCKHOLDER'S
(In millions) (Unaudited) NET OF TAX ADJUSTMENTS EARNINGS EQUITY
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1999 $ (336) $ (12) $ 1,381 $ 2,306
Comprehensive income (loss)
Net income 296 296
--------------
Other comprehensive income (loss),
net of tax (1)
Net unrealized capital gains on
securities (2) 30 30
Cumulative translation adjustments 2 2
--------------
Total other comprehensive income (loss) 32
--------------
Total comprehensive income (loss) 328
--------------
Dividends declared (28) (28)
Issuance of shares under incentive and
stock purchase plans 9
Treasury stock acquired (2)
Treasury stock canceled and retired -
Class B Common Stock converted to Class A -
Class A Common Stock canceled and retired -
-----------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2000 $ (306) $ (10) $ 1,649 $ 2,613
-----------------------------------------------------------------------------------------------------
</TABLE>
SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)
----------------------------
NET
UNREALIZED
CAPITAL GAINS
CLASS A CLASS B TREASURY (LOSSES) ON CUMULATIVE TOTAL
COMMON COMMON CAPITAL STOCK, SECURITIES, TRANSLATION RETAINED STOCKHOLDERS'
(In millions) (Unaudited) STOCK STOCK SURPLUS AT COST NET OF TAX ADJUSTMENTS EARNINGS EQUITY
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998 $ - $ 1 $ 1,281 $ (9) $ 263 $ (7) $ 964 $ 2,493
Comprehensive income (loss)
Net income 220 220
------------
Other comprehensive income
(loss), net of tax (1)
Net unrealized capital
losses on securities (2) (367) (367)
Cumulative translation
adjustment (7) (7)
------------
Total other comprehensive
income (loss) (374)
------------
Total comprehensive
income (loss) (154)
------------
Dividends declared (25) (25)
Issuance of shares under
incentive and stock
purchase plans 2 5 7
Treasury stock acquired (3) (3)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1999 $ - $ 1 $ 1,283 $ (7) $ (104) $ (14) $ 1,159 $ 2,318
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Net unrealized capital gains (losses) on securities are reflected net of
tax provision (benefit) of $16 and ($197) for the six months ended June
30, 2000 and 1999, respectively. There is no tax effect on cumulative
translation adjustments.
(2) There were reclassification adjustments for after-tax losses realized in
net income of $(28) for the six months ended June 30, 2000. There were no
reclassification adjustments for after-tax gains (losses) realized in net
income for the six months ended June 30,1999.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE> 6
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------
(In millions) (Unaudited) 2000 1999
------------------------- ---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 296 $ 220
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES
Depreciation and amortization 9 8
Net realized capital losses 28 --
Decrease (increase) in premiums receivable and agents' balances 17 (54)
Decrease in other liabilities (96) (43)
Change in receivables, payables and accruals 70 125
Increase (decrease) in accrued tax 156 (193)
Decrease in deferred income tax 35 134
Increase in deferred policy acquisition costs (163) (196)
Increase in future policy benefits 320 99
Decrease in reinsurance recoverables 2 86
Other, net 65 1
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 739 187
------- -------
INVESTING ACTIVITIES
Purchases of investments (3,401) (4,665)
Sales of investments 2,983 5,928
Maturities and principal paydowns of fixed maturity investments 846 1,051
Purchase of affiliates and other (42) (16)
------- -------
NET CASH PROVIDED BY INVESTING ACTIVITIES 386 2,298
------- -------
FINANCING ACTIVITIES
Dividends paid (27) (25)
Net disbursements for investment and universal life-type contracts
charged against policyholder accounts (1,329) (2,402)
Proceeds from parent to retire common stock 226 --
Net issuance of common stock 6 2
------- -------
NET CASH USED FOR FINANCING ACTIVITIES (1,124) (2,425)
------- -------
Net increase in cash 1 60
Cash - beginning of period 89 36
------- -------
CASH - END OF PERIOD $ 90 $ 96
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
NET CASH PAID (RECEIVED) DURING THE PERIOD FOR
Income taxes (received) paid $ (74) $ 108
Interest $ 33 $ 33
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in millions, unless otherwise stated)
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Hartford Life,
Inc. and subsidiaries ("Hartford Life" or the "Company") have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and note disclosures which are normally included in
financial statements prepared on the basis of accounting principles generally
accepted in the United States have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information presented not misleading. In the opinion of
management, these statements include all adjustments which were normal recurring
adjustments necessary to present fairly the financial position, results of
operations and cash flows for the periods presented. For a description of
significant accounting policies, see Note 2 of Notes to Consolidated Financial
Statements in Hartford Life's 1999 Form 10-K Annual Report.
Certain reclassifications have been made to prior year financial information to
conform to the current year classification of transactions and accounts.
(b) NEW ACCOUNTING STANDARDS
In June 2000, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities", which amends SFAS
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities". Specifically, it amends SFAS No. 133 so that in interest rate
hedges, a company may designate as the hedged risk, the risk of changes only in
a benchmark interest rate. Also, credit risk is newly defined as the
company-specific spread over the benchmark interest rate and may be hedged
separately from or in combination with the benchmark interest rate. For
companies that have not adopted SFAS No. 133 before June 15, 2000, SFAS No. 138
must be adopted concurrently with the company's adoption of SFAS No. 133.
Initial application of both SFAS No. 133 and SFAS No. 138 for Hartford Life will
begin January 1, 2001.
Hartford Life has reviewed its derivative holdings and is in the process of
quantifying the impact of SFAS No. 133, as amended by SFAS No. 138. The Company
is also assessing what actions, if any, need to be taken to minimize potential
volatility, while at the same time maintaining the economic protection needed to
support the goals of its business.
Effective January 1, 2000, Hartford Life adopted Statement of Position (SOP) No.
98-7, "Accounting for Insurance and Reinsurance Contracts That Do Not Transfer
Insurance Risk". This SOP provides guidance on the method of accounting for
insurance and reinsurance contracts that do not transfer insurance risk, defined
in the SOP as the deposit method. Adoption of this SOP did not have a material
impact on the Company's financial condition or results of operations.
7
<PAGE> 8
2. COMMON STOCK ACQUIRED BY THE HARTFORD
On May 18, 2000, the Board of Directors of Hartford Life approved a cash tender
offer from the Board of Directors of The Hartford Financial Services Group, Inc.
(The Hartford) for the acquisition of all of the common shares of Hartford Life
not already owned by The Hartford (The Hartford Acquisition) at a price of
$50.50 per share, to be followed by the merger of Hartford Life with a
wholly-owned subsidiary of The Hartford, with Hartford Life to be the surviving
corporation. The cash tender offer expired on June 21, 2000 at 6:00 p.m. (EST)
and 21,596,797 shares of Hartford Life Class A Common Stock were acquired
pursuant to the tender offer. The Hartford completed the merger of Hartford Life
effective June 27, 2000. All Hartford Life stockholders who did not tender their
shares (other than The Hartford and its subsidiaries) have the right to receive
the same $50.50 per share in cash paid in the tender offer. In June 2000 the
Company received $226 from The Hartford for payment related to the non-tendered
shares. These proceeds were outstanding and payable as of June 30, 2000, the
majority of which were subsequently paid in July 2000.
As a result of the above, all eligible participants of Hartford Life's stock
based compensation plans have been converted to The Hartford's stock based
compensation plans.
3. COMMITMENTS AND CONTINGENT LIABILITIES
(a) LITIGATION
Hartford Life is involved in pending and threatened litigation in the normal
course of its business in which claims for alleged economic and punitive damages
have been asserted. Some of these cases have been filed as purported class
actions and some cases have been filed in certain jurisdictions that permit
punitive damage awards disproportionate to the actual damages incurred. Although
there can be no assurances, at the present time the Company does not anticipate
that the ultimate liability arising from such pending or threatened litigation,
after consideration of provisions made for estimated losses and costs of
defense, will have a material adverse effect on the financial condition or
operating results of the Company.
In May 2000, an agreement in principle was reached providing for a settlement of
the Delaware Chancery Court (the Court) actions reported in the Company's March
31, 2000 Form 10-Q concerning The Hartford Acquisition. On May 17, 2000, a
Memorandum of Understanding was executed by all parties taking into account
the final price paid for the public shares and providing for a full release by
all class members and named plaintiffs of all claims that were or could have
been brought concerning The Hartford Acquisition. The settlement is subject to
the execution of a definitive stipulation of settlement after confirmatory
discovery and approval by the Court after notice to the members of the proposed
settlement class. The Memorandum of Understanding also provides that upon final
approval of the settlement, The Hartford will pay plaintiffs' attorneys' fees
and costs of up to $2. As of July 31, 2000, the discovery contemplated by the
Memorandum of Understanding was completed, but the stipulation of settlement had
not been finalized and executed.
(b) TAX MATTERS
Hartford Life's federal income tax returns are routinely audited by the Internal
Revenue Service. The Company's 1996-1997 federal income tax returns are
currently under audit by the Internal Revenue Service. Management believes that
sufficient provision has been made in the financial statements for issues that
may result from tax examinations and other tax related matters for all open tax
years.
During the second quarter, the Company reached a settlement with the Internal
Revenue Service with respect to certain tax matters for the 1993-1995 years.
This settlement resulted in a $24 tax benefit being recorded in the Company's
second quarter results of operations.
8
<PAGE> 9
4. SEGMENT INFORMATION
Hartford Life is organized into four reportable operating segments: Investment
Products, Individual Life, Group Benefits (formerly Employee Benefits) and
Corporate Owned Life Insurance (COLI). Investment Products offers individual
fixed and variable annuities, mutual funds, retirement plan services and other
investment products. Individual Life sells a variety of life insurance products,
including variable life, universal life, interest sensitive whole life and term
life insurance. Group Benefits sells group insurance products, including group
life and group disability insurance as well as other products, including stop
loss and supplementary medical coverage to employers and employer sponsored
plans, accidental death and dismemberment, travel accident, long-term care
insurance and other special risk coverages to employers and associations. COLI
primarily offers variable products used by employers to fund non-qualified
benefits or other postemployment benefit obligations as well as leveraged COLI.
The Company includes in "Other" corporate items not directly allocable to any of
its reportable operating segments, principally interest expense, as well as its
international operations.
The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2 of
Notes to Consolidated Financial Statements in Hartford Life's 1999 Form 10-K
Annual Report. Hartford Life evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the allocation of net realized capital gains and
losses through net investment income utilizing the duration of the segment's
investment portfolios. The following tables present summarized financial
information concerning the Company's segments.
<TABLE>
<CAPTION>
Investment Individual Group
JUNE 30, 2000 Products Life Benefits COLI Other Total
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SECOND QUARTER ENDED
Total revenues $ 587 $ 154 $ 557 $ 170 $ (27) $1,441
Net income (loss) 110 20 21 8 (13) 146
------ ------ ------ ------ ------ ------
SIX MONTHS ENDED
Total revenues $1,172 $ 311 $1,077 $ 335 $ (8) $2,887
Net income (loss) 212 38 40 16 (10) 296
------ ------ ------ ------ ------ ------
</TABLE>
<TABLE>
<CAPTION>
Investment Individual Group
JUNE 30, 1999 Products Life Benefits COLI Other Total
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SECOND QUARTER ENDED
Total revenues $ 499 $ 140 $ 489 $ 215 $ 14 $1,357
Net income (loss) 81 17 19 8 (11) 114
------ ------ ------ ------ ------ ------
SIX MONTHS ENDED
Total revenues $ 982 $ 273 $ 964 $ 439 $ 34 $2,692
Net income (loss) 159 32 36 14 (21) 220
------ ------ ------ ------ ------ ------
</TABLE>
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(Dollar amounts in millions, unless otherwise stated)
Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) addresses the financial condition of Hartford Life, Inc. and
subsidiaries ("Hartford Life" or the "Company") as of June 30, 2000, compared
with December 31, 1999, and its results of operations for the second quarter and
six months ended June 30, 2000 compared with the equivalent periods in 1999.
This discussion should be read in conjunction with the MD&A included in the
Company's 1999 Form 10-K Annual Report.
Certain statements contained in this discussion, other than statements of
historical fact, are forward-looking statements. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and include estimates and assumptions related to economic,
competitive and legislative developments. These forward-looking statements are
subject to change and uncertainty which are, in many instances, beyond the
Company's control and have been made based upon management's expectations and
beliefs concerning future developments and their potential effect on the
Company. There can be no assurance that future developments will be in
accordance with management's expectations or that the effect of future
developments on Hartford Life will be those anticipated by management. Actual
results could differ materially from those expected by the Company, depending on
the outcome of certain factors, including the possibility of general economic,
business and legislative conditions that are less favorable than anticipated,
changes in interest rates or the stock markets, stronger than anticipated
competitive activity and those described in the forward-looking statements.
INDEX
<TABLE>
<CAPTION>
<S> <C>
Consolidated Results of Operations 10
Investment Products 11
Individual Life 12
Group Benefits 12
Corporate Owned Life Insurance (COLI) 13
Investments 13
Capital Resources and Liquidity 14
Regulatory Matters and Contingencies 15
Accounting Standards 15
</TABLE>
CONSOLIDATED RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
OPERATING SUMMARY SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues $1,441 $1,357 $2,887 $2,692
Expenses 1,295 1,243 2,591 2,472
------ ------ ------ ------
NET INCOME $ 146 $ 114 $ 296 $ 220
------ ------ ------ ------
</TABLE>
Hartford Life has the following reportable segments: Investment Products,
Individual Life, Group Benefits (formerly Employee Benefits) and Corporate Owned
Life Insurance (COLI). The Company reports corporate items not directly
allocable to any of its segments, principally interest expense, as well as its
international operations in "Other".
Revenues increased $84, or 6%, and $195, or 7%, for the second quarter and six
months ended June 30, 2000, respectively, as compared to the equivalent 1999
periods. Excluding net realized capital losses and the COLI segment, where
revenues decreased primarily due to the declining block of leveraged COLI
business, revenues increased $172, or 15%, and $342, or 15%, for the respective
second quarter and six month periods. The increase in revenues was attributable
to growth across each of the Company's other operating segments, particularly
the Investment Products segment, where related assets under management grew 18%
to $116.5 billion. The revenue growth in the Investment Products segment was
primarily due to higher fee income related to the individual annuity and mutual
fund operations resulting from the aforementioned increase in assets under
management. In addition, Group Benefits and Individual Life contributed to the
increased revenues as a result of strong sales and favorable persistency.
Expenses increased $52, or 4%, and $119, or 5%, for the second quarter and six
months ended June 30, 2000, respectively, as compared to the equivalent 1999
periods. Excluding tax benefits (described below) and the COLI segment where
expenses decreased primarily due to the declining block of leveraged COLI
business, expenses increased $121, or 12%, and $257, or 13%, for the respective
second quarter and six month periods. The increase in expenses was lower than
the growth in revenues as the Company continues to create operating leverage by
expanding its distribution platform to accelerate sales volume while utilizing
technology and prudent expense management to increase productivity.
10
<PAGE> 11
Net income increased $32, or 28%, and $76, or 35%, for the second quarter and
six months ended June 30, 2000, respectively, as compared to the equivalent 1999
periods. This increase was led by the Investment Products segment where net
income increased $29, or 36%, and $53, or 33%, for the respective second quarter
and six month periods. Additionally, the remaining three operating segments each
reported a double digit percentage increase for the six months ended June 30,
2000 as compared to the respective prior year period. The Company also reported
a benefit related to federal income taxes of $24 for the second quarter of 2000
(see Note 3 (b) of Notes to Consolidated Financial Statements). This, along with
an $8 benefit related to state income taxes in the first quarter of 2000,
resulted in a $32 increase to net income for the six months ended June 30, 2000.
Partially offsetting this increase, the Company realized $28 of net realized
capital losses during the quarter, as discussed in the Investments section.
Excluding the tax items and the net realized capital losses, net income was up
$36, or 32%, and $72, or 33%, for the respective second quarter and six month
periods.
SEGMENT RESULTS
Below is a summary of net income (loss) by segment.
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
2000 1999 2000 1999
------------------------------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Investment Products $ 110 $ 81 $ 212 $ 159
Individual Life 20 17 38 32
Group Benefits 21 19 40 36
Corporate Owned Life Insurance (COLI) 8 8 16 14
Other (13) (11) (10) (21)
----- ----- ----- -----
NET INCOME $ 146 $ 114 $ 296 $ 220
===== ===== ===== =====
</TABLE>
The sections that follow analyze each segment's results. Investment results are
discussed separately following the segment overviews.
INVESTMENT PRODUCTS
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 587 $ 499 $ 1,172 $ 982
Expenses 477 418 960 823
-------- -------- -------- --------
NET INCOME $ 110 $ 81 $ 212 $ 159
-------- -------- -------- --------
Individual variable annuity account values $ 82,264 $ 70,741
Other individual annuity account values 8,624 8,371
Other investment products account values 16,862 15,206
-------- --------
TOTAL ACCOUNT VALUES 107,750 94,318
Retail mutual fund assets under management 8,729 4,119
-------- --------
TOTAL INVESTMENT PRODUCTS ASSETS UNDER MANAGEMENT $116,479 $ 98,437
======== ========
</TABLE>
Revenues in the Investment Products segment increased $88, or 18%, and $190, or
19%, for the second quarter and six months ended June 30, 2000, respectively, as
compared to the equivalent 1999 periods, primarily due to higher fee income in
the individual annuity and retail mutual fund operations. Fee income generated
by individual annuities increased $60, or 22%, and $136, or 26%, for the
respective second quarter and six month periods, as related account values grew
$11.8 billion, or 15%, from June 30, 1999. The growth in individual annuity
account values was mostly due to strong individual annuity sales (including $5.8
billion for the first six months of 2000) and equity market appreciation. In
addition, fee income from other investment products increased $25, or 60%, and
$49, or 57%, for the respective second quarter and six month periods, primarily
driven by the Company's retail mutual fund operation, where assets under
management increased $4.6 billion, or 112%, from June 30, 1999. This substantial
growth was mostly due to strong sales (including $2.6 billion for the first six
months of 2000) and equity market appreciation.
Due to the continued growth in this segment, particularly the individual annuity
and mutual fund operations, expenses increased $59, or 14%, or $137, or 17%, for
the second quarter and six months ended June 30, 2000, respectively, as compared
to the equivalent 1999 periods. These increases were primarily driven by
amortization of deferred policy acquisition costs, which grew $17, or 16%, and
$44, or 21%, for the respective second quarter and six month periods and other
expenses which increased $41, or 41%, and $66, or 33%, over the respective prior
year levels. The segment's operating expenses as a percentage of average assets
under management were
11
<PAGE> 12
relatively consistent for the second quarter and six month periods versus the
equivalent prior year periods.
Net income increased $29, or 36%, and $53, or 33%, for the second quarter and
six months ended June 30, 2000, respectively, as compared to the comparable 1999
periods, primarily due to the growth in revenues associated with the increase in
assets under management across the entire segment. Additionally, the Investment
Products segment continued to maintain its profit margins related to its primary
businesses thus contributing to the segment's earnings growth.
INDIVIDUAL LIFE
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 154 $ 140 $ 311 $ 273
Expenses 134 123 273 241
-------- ------- -------- --------
NET INCOME $ 20 $ 17 $ 38 $ 32
-------- ------- -------- --------
Variable life account values $ 2,848 $ 2,021
Total account values $ 5,695 $ 4,834
-------- --------
Variable life insurance in force $ 28,503 $ 19,410
Total life insurance in force $ 70,613 $ 63,297
======== ========
</TABLE>
Revenues in the Individual Life segment increased $14, or 10%, and $38, or 14%,
for the second quarter and six months ended June 30, 2000, respectively, as
compared to the equivalent 1999 periods, resulting primarily from higher fee
income associated with the growing block of variable life insurance. Fee income
increased $14, or 15%, and $41, or 23%, for the respective second quarter and
six month periods, as variable life account values increased $827, or 41%, and
variable life insurance in force increased $9.1 billion, or 47%, from June 30,
1999.
Expenses increased $11, or 9%, and $32, or 13%, for the second quarter and six
months ended June 30, 2000, respectively, as compared to the equivalent 1999
periods. The increase in expenses for the second quarter was principally due to
an $8, or 14%, increase in benefits, claims and claim adjustment expenses
related to the growing block of business. The increase in expenses for the six
month period was primarily due to a $21, or 40%, increase in amortization of
deferred policy acquisition costs which was also associated with the growth in
this segment's variable business. Net income increased $3, or 18%, and $6, or
19%, primarily due to the higher fee income described above, and favorable
mortality experience as death benefits through six months remained level with
1999, while life insurance in force increased 12%.
GROUP BENEFITS
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 557 $ 489 $ 1,077 $ 964
Expenses 536 470 1,037 928
----- ----- ------- -----
NET INCOME $ 21 $ 19 $ 40 $ 36
===== ===== ======= =====
</TABLE>
Revenues in the Group Benefits (formerly Employee Benefits) segment increased
$68, or 14%, and $113, or 12%, for the second quarter and six months ended June
30, 2000, respectively, as compared to the equivalent prior year periods. The
increase was primarily driven by growth in fully insured premiums, excluding
buyouts, which increased $54, or 13%, and $104, or 12%, for the respective
second quarter and six month periods, due primarily to favorable persistency of
the in force block of business.
Expenses increased $66, or 14%, and $109, or 12%, for the second quarter and six
months ended June 30, 2000, respectively, as compared to the equivalent prior
year periods. The increase was primarily due to higher benefits, claims and
claim adjustment expenses which, excluding buyouts, increased $45, or 13%, and
$91, or 13% for the respective second quarter and six month periods. However,
the loss ratio (defined as benefits, claims and claim adjustment expenses as a
percentage of premiums and other considerations excluding buyouts) of 82.4% for
the second quarter and 83.2% for the six months ended June 30, 2000, remained
relatively consistent with the comparable prior year periods. The revenue growth
described above, coupled with the segment's stable loss ratio, resulted in an
increase in net income of $2, or 11% and $4, or 11% for the respective second
quarter and six month periods.
12
<PAGE> 13
CORPORATE OWNED LIFE INSURANCE (COLI)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 170 $ 215 $ 335 $ 439
------- ------- ------- -------
Expenses 162 207 319 425
------- ------- ------- -------
NET INCOME $ 8 $ 8 $ 16 $ 14
------- ------- ------- -------
Variable COLI account values $12,925 $11,833
Leveraged COLI account values 4,975 6,197
------- -------
TOTAL ACCOUNT VALUES $17,900 $18,030
======= =======
</TABLE>
COLI revenues decreased $45, or 21%, and $104, or 24%, for the second quarter
and six months ended June 30, 2000, respectively, as compared to the equivalent
prior year periods. Net investment income decreased $19, or 18%, and $53, or
23%, for the respective second quarter and six month periods primarily due to
the leveraged COLI block of business, as related account values decreased $1.2
billion, or 20%, as a result of the downsizing caused by the Health Insurance
Portability and Accountability Act of 1996. Revenues also decreased due to lower
sales in 2000 as compared to 1999.
Expenses decreased $45, or 22%, and $106, or 25%, for the second quarter and six
months ended June 30, 2000, respectively, as compared to the equivalent prior
year periods due to the factors described above. Net income was consistent for
the second quarters ended June 30, 2000 and 1999, however, net income for the
six months ended June 30, 2000 as compared to the equivalent period of 1999
increased $2, or 14%. The increase for the six month period was primarily
attributable to the variable COLI business where account values increased $1.1
billion, or 9%, as well as increased earnings associated with a block of
leveraged COLI business recaptured in 1998. (For a discussion of the MBL
Recapture, see the Capital Resources and Liquidity section in Hartford Life's
1999 Form 10-K Annual Report.)
INVESTMENTS
The table below summarizes Hartford Life's investment results.
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
(Before-tax) 2000 1999 2000 1999
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net investment income - excluding policy loan income $ 312 $ 284 $ 620 $ 574
Policy loan income 72 97 146 208
----- ----- ----- -----
Net investment income - total $ 384 $ 381 $ 766 $ 782
----- ----- ----- -----
Yield on average invested assets(1) 7.0% 6.9% 6.9% 6.7%
------ ----- ----- -----
Realized capital losses $ (43) $ -- $ (43) $ --
----- ------ ----- -----
</TABLE>
(1) Represents annualized net investment income (excluding net realized
capital gains or losses) divided by average invested assets at cost (fixed
maturities at amortized cost).
Net investment income, excluding policy loan income, increased $28, or 10%, and
$46, or 8%, for the second quarter and six months ended June 30, 2000,
respectively, as compared to the equivalent prior year periods, primarily due to
higher yields earned on new investments. Policy loan income decreased
approximately $25, or 26%, and $62, or 30%, for the respective second quarter
and six month periods due to the declining block of leveraged COLI business.
Net realized capital losses for the second quarter and six months ended June 30,
2000 increased by $43 compared to the respective prior year periods primarily as
a result of portfolio re-balancing.
13
<PAGE> 14
CAPITAL RESOURCES AND LIQUIDITY
Capital resources and liquidity represent the overall financial strength of
Hartford Life and its ability to generate cash flows from each of the business
segments and borrow funds at competitive rates to meet operating and growth
needs. The Company maintained cash and short-term investments totaling $1.1
billion and $1.4 billion as of June 30, 2000 and December 31, 1999,
respectively.
The capital structure of the Company consists of debt and equity, and is
summarized as follows:
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
<S> <C> <C>
Long-term debt $ 650 $ 650
Company obligated mandatorily redeemable preferred securities of subsidiary
trust holding solely parent junior subordinated debentures (TruPS) 250 250
------- -------
TOTAL DEBT $ 900 $ 900
------- -------
Equity excluding net unrealized capital losses on securities, net of tax $ 2,919 $ 2,642
Net unrealized capital losses on securities, net of tax (306) (336)
------- -------
TOTAL STOCKHOLDER'S EQUITY $ 2,613 $ 2,306
------- -------
TOTAL CAPITALIZATION(1) $ 3,819 $ 3,542
------- -------
Debt to equity(1)(2) 31% 34%
Debt to capitalization(1)(2) 24% 25%
------- -------
</TABLE>
(1) Excludes net unrealized capital losses on securities, net of tax.
(2) Excluding TruPS, the debt to equity ratios were 22% and 25% as of June 30,
2000 and December 31, 1999, respectively, and the debt to capitalization
ratios were 17% and 18% as of June 30, 2000 and December 31, 1999,
respectively.
CAPITALIZATION
The Company's total capitalization, excluding net unrealized capital losses on
securities, net of tax, increased $277, or 8%, as of June 30, 2000, as compared
to December 31, 1999. This increase was primarily the result of net income of
$296 partially offset by dividends declared of $28. As a result, both the debt
to equity and debt to capitalization ratios (both excluding net unrealized
capital losses on securities, net of tax) decreased to 31% and 24% as of June
30, 2000, respectively, from 34% and 25% as of December 31, 1999, respectively.
DIVIDENDS
Hartford Life declared $28 in dividends for the six months ended June 30, 2000
to holders of Class A and Class B Common Stock. Future dividend decisions will
be based on, and affected by, a number of factors, including the operating
results and financial requirements of Hartford Life on a stand-alone basis and
the impact of regulatory restrictions.
The Company's direct regulated life insurance subsidiary, Hartford Life and
Accident Insurance Company, declared and paid to the Company dividends of $71
for the six months ended June 30, 2000.
TREASURY STOCK
During the first six months of 2000, to make shares available to employees
pursuant to stock based benefit plans, the Company repurchased 40,000 shares of
its Class A Common Stock in the open market at a total cost of $2. Shares
repurchased in the open market were carried at cost and reflected as a reduction
to stockholders' equity. Treasury shares reissued were reduced from treasury
stock on a weighted average cost basis.
As a result of The Hartford Financial Services Group, Inc.'s (The Hartford's)
acquisition of all common shares of Hartford Life not already owned by The
Hartford during the second quarter, the Company canceled the remaining 80,152
treasury shares with a cost basis of $4.
CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------
2000 1999
---- ----
<S> <C> <C>
Cash provided by operating activities $ 739 $ 187
Cash provided by investing activities 386 2,298
Cash used for financing activities (1,124) (2,425)
Cash - end of period 90 96
------- -------
</TABLE>
The increase in cash provided by operating activities was primarily the result
of increased net income, a federal income tax refund
14
<PAGE> 15
received in the first quarter of 2000, an increase in future policy benefits
associated with growth in the business and the timing of the settlement of
receivables and payables in the first six months of 2000. The decrease in cash
provided by investing activities and the decrease in cash used for financing
activities primarily relates to the significant downsizing of the leveraged COLI
block of business during the six months of 1999. Operating cash flows in both
periods have been more than adequate to meet liquidity requirements.
COMMON STOCK ACQUIRED BY THE HARTFORD
On May 18, 2000, the Board of Directors of Hartford Life approved a cash tender
offer from the Board of Directors of The Hartford for the acquisition of all of
the common shares of Hartford Life not already owned by The Hartford at a price
of $50.50 per share, to be followed by the merger of Hartford Life with a
wholly-owned subsidiary of The Hartford, with Hartford Life to be the surviving
corporation. The cash tender offer expired on June 21, 2000 at 6:00 p.m. (EST)
and 21,596,797 shares of Hartford Life Class A Common Stock were acquired
pursuant to the tender offer. The Hartford completed the merger of Hartford Life
effective June 27, 2000. All Hartford Life stockholders who did not tender their
shares (other than The Hartford and its subsidiaries) have the right to receive
the same $50.50 per share in cash paid in the tender offer. In June 2000 the
Company received $226 from The Hartford for payment related to the non-tendered
shares. These proceeds were outstanding and payable as of June 30, 2000, the
majority of which were subsequently paid in July 2000.
REGULATORY MATTERS AND CONTINGENCIES
NAIC CODIFICATION
The NAIC adopted the Codification of Statutory Accounting Principles (SAP) in
March 1998. The effective date for the statutory accounting guidance is January
1, 2001. It is expected that each of Hartford Life's domiciliary states will
adopt the SAP and the Company will make the necessary changes required for
implementation. The Company has not yet determined the impact that the SAP will
have on the statutory financial statements of the insurance subsidiaries of
Hartford Life.
DEPENDENCE ON CERTAIN THIRD PARTY RELATIONSHIPS
Hartford Life distributes its annuity and life insurance products through a
variety of distribution channels, including broker-dealers, banks, wholesalers,
its own internal sales force and other third party marketing organizations. The
Company periodically negotiates provisions and renewals of these relationships
and there can be no assurance that such terms will remain acceptable to the
Company or such service providers. An interruption in the Company's continuing
relationship with certain of these third parties could materially affect the
Company's ability to market its products.
ACCOUNTING STANDARDS
For a discussion of accounting standards, see Note 1 of Notes to Consolidated
Financial Statements.
15
<PAGE> 16
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Hartford Life is involved in pending and threatened litigation in the normal
course of its business in which claims for alleged economic and punitive damages
have been asserted. Some of these cases have been filed as purported class
actions and some cases have been filed in certain jurisdictions that permit
punitive damage awards disproportionate to the actual damages incurred. Although
there can be no assurances, at the present time the Company does not anticipate
that the ultimate liability arising from such pending or threatened litigation,
after consideration of provisions made for estimated losses and costs of
defense, will have a material adverse effect on the financial condition or
operating results of the Company.
In May 2000, an agreement in principle was reached providing for a settlement of
the Delaware Chancery Court (the Court) actions reported in the Company's March
31, 2000 Form 10-Q concerning The Hartford Acquisition. On May 17, 2000, a
Memorandum of Understanding was executed by all parties taking into account
the final price paid for the public shares and providing for a full release by
all class members and named plaintiffs of all claims that were or could have
been brought concerning The Hartford Acquisition. The settlement is subject to
the execution of a definitive stipulation of settlement after confirmatory
discovery and approval by the Court after notice to the members of the proposed
settlement class. The Memorandum of Understanding also provides that upon final
approval of the settlement, The Hartford will pay plaintiffs' attorneys' fees
and costs of up to $2. As of July 31, 2000, the discovery contemplated by the
Memorandum of Understanding was completed, but the stipulation of settlement had
not been finalized and executed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See Exhibits Index.
(b) Reports on Form 8-K - On May 18, 2000, Hartford Life, Inc. (Hartford Life)
filed a report on Form 8-K, under Item 5, Other Events, to report that the Board
of Directors of Hartford Life approved a cash tender offer from the Board of
Directors of The Hartford Financial Services Group, Inc. (The Hartford) for the
acquisition of all of the common shares of Hartford Life not already owned by
The Hartford at a price of $50.50 per share.
16
<PAGE> 17
SIGNATURE
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.
HARTFORD LIFE, INC.
/s/ Mary Jane B. Fortin
-------------------------------------------
Mary Jane B. Fortin
Vice President and Chief Accounting Officer
AUGUST 11, 2000
17
<PAGE> 18
HARTFORD LIFE, INC. AND SUBSIDIARIES
FORM 10-Q
EXHIBITS INDEX
<TABLE>
<CAPTION>
EXHIBIT # DESCRIPTION
--------- -----------
<S> <C>
3.01 Amended and Restated Certificate of Incorporation of Hartford Life,
Inc. ("Hartford Life" or the "Company"), amended effective June 27,
2000 is filed herewith.
3.02 Amended and Restated By-Laws of the Company, amended effective June
27, 2000 is filed herewith.
4.01 Amended and Restated Certificate of Incorporation and By-Laws of the
Company (included as Exhibits 3.01 and 3.02, respectively).
27 Financial Data Schedule is filed herewith.
</TABLE>
18
