<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 September 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 November 13, 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 - Third Quarter and
Nine Months Ended September 30, 2000 and 1999 3
Consolidated Balance Sheets - September 30, 2000 and December 31, 1999 4
Consolidated Statements of Changes in Stockholder's Equity
Nine Months Ended September 30, 2000 and 1999 5
Consolidated Statements of Cash Flows - Nine
Months Ended September 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>
THIRD QUARTER NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- ----------------------
(In millions) (Unaudited) 2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES
Premiums and other considerations $ 1,179 $ 1,044 $ 3,343 $ 2,954
Net investment income 408 381 1,174 1,163
Net realized capital losses -- (5) (43) (5)
------- ------- ------- -------
TOTAL REVENUES 1,587 1,420 4,474 4,112
------- ------- ------- -------
BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim adjustment expenses 812 745 2,333 2,282
Amortization of deferred policy acquisition costs 179 150 512 417
Dividends to policyholders 7 70 53 97
Interest expense 17 17 50 50
Other expenses 353 271 921 772
------- ------- ------- -------
TOTAL BENEFITS, CLAIMS AND EXPENSES 1,368 1,253 3,869 3,618
------- ------- ------- -------
INCOME BEFORE INCOME TAX EXPENSE 219 167 605 494
Income tax expense 67 48 157 155
------- ------- ------- -------
NET INCOME $ 152 $ 119 $ 448 $ 339
------- ------- ------- -------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE> 4
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AS OF AS OF
SEPTEMBER 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
$17,846 and $17,602) $ 17,528 $ 17,035
Equity securities, at fair value 128 153
Policy loans, at outstanding balance 3,598 4,222
Other investments 830 376
--------- ---------
Total investments 22,084 21,786
Cash 143 89
Premiums receivable and agents' balances 206 214
Reinsurance recoverables 515 449
Deferred policy acquisition costs 4,447 4,210
Deferred income tax 492 522
Other assets 1,122 1,111
Separate account assets 118,585 110,652
--------- ---------
TOTAL ASSETS $ 147,594 $ 139,033
--------- ---------
LIABILITIES
Future policy benefits $ 6,773 $ 6,236
Other policyholder funds 15,694 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 2,781 2,066
Separate account liabilities 118,585 110,652
--------- ---------
TOTAL LIABILITIES 144,733 136,727
--------- ---------
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 (195) (336)
Cumulative translation adjustments (11) (12)
--------- ---------
Total accumulated other comprehensive loss (206) (348)
--------- ---------
Retained earnings 1,787 1,381
--------- ---------
TOTAL STOCKHOLDER'S EQUITY 2,861 2,306
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 147,594 $ 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
NINE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE INCOME
(LOSS)
------------------------
NET
UNREALIZED
CAPITAL
GAINS
(LOSSES)
CLASS A CLASS B TREASURY ON CUMULATIVE
COMMON COMMON COMMON CAPITAL STOCK, SECURITIES, TRANSLATION
(In millions) (Unaudited) STOCK STOCK STOCK SURPLUS AT COST NET OF TAX ADJUSTMENTS
------- ------- ------- ------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $ -- $ -- $ 1 $ 1,282 $ (10) $ (336) $ (12)
Comprehensive income
Net income
Other comprehensive income, net of
tax (1)
Net unrealized capital gains on
securities (2) 141
Cumulative translation adjustments 1
Total other comprehensive income
Total comprehensive income
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, SEPTEMBER 30, 2000 $ -- $ -- $ -- $ 1,280 $ -- $ (195) $ (11)
======= ======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
TOTAL
RETAINED STOCKHOLDER'S
(In millions) (Unaudited) EARNINGS EQUITY
-------- --------------
<S> <C> <C>
Balance, December 31, 1999 $ 1,381 $ 2,306
Comprehensive income
Net income 448 448
-------
Other comprehensive income, net of
tax (1)
Net unrealized capital gains on
securities (2) 141
Cumulative translation adjustments 1
-------
Total other comprehensive income 142
-------
Total comprehensive income 590
-------
Dividends declared (42) (42)
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, SEPTEMBER 30, 2000 $ 1,787 $ 2,861
======= =======
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE INCOME
(LOSS)
-----------------------
NET
UNREALIZED
CAPITAL
GAINS
(LOSSES)
CLASS A CLASS B TREASURY 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 339 339
----------
Other comprehensive income (loss), net
of tax (1)
Net unrealized capital losses on
securities (2) (478) (478)
Cumulative translation adjustment (3) (3)
----------
Total other comprehensive income (loss) (481)
----------
Total comprehensive income (loss) (142)
----------
Dividends declared (38) (38)
Issuance of shares under incentive and
stock purchase plans 2 7 9
Treasury stock acquired (5) (5)
----- ------ ------- ------ --------- -------- ------ ----------
BALANCE, SEPTEMBER 30, 1999 $ -- $ 1 $ 1,283 $ (7) $ (215) $ (10) $1,265 $ 2,317
===== ====== ======= ====== ========= ======== ====== ==========
</TABLE>
(1) Net unrealized capital gains (losses) on securities are reflected net of
tax provision (benefit) of $76 and ($257) for the nine months ended
September 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 nine months ended September 30, 2000. There
were no reclassification adjustments for after-tax gains (losses) realized
in net income for the nine months ended September 30,1999.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE> 6
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
(In millions) (Unaudited) 2000 1999
------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 448 $ 339
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Depreciation and amortization 7 9
Net realized capital losses 43 5
Decrease (increase) in premiums receivable and agents' balances 8 (72)
Increase (decrease) in other liabilities 166 (111)
Change in receivables, payables and accruals 69 190
Increase (decrease) in accrued tax 243 (208)
(Increase) decrease in deferred income tax (46) 188
Increase in deferred policy acquisition costs (237) (261)
Increase in future policy benefits 537 270
(Increase) decrease in reinsurance recoverables (50) 161
Other, net 65 (158)
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,253 352
------- -------
INVESTING ACTIVITIES
Purchases of investments (5,208) (6,151)
Sales of investments 4,096 7,208
Maturities and principal paydowns of fixed maturity investments 1,234 1,431
Purchase of affiliates and other (99) (12)
------- -------
NET CASH PROVIDED BY INVESTING ACTIVITIES 23 2,476
------- -------
FINANCING ACTIVITIES
Dividends paid (41) (38)
Net disbursements for investment and universal life-type contracts charged against
policyholder accounts (1,187) (2,769)
Proceeds from parent to retire common stock 226 --
Payments to retire common stock (226) --
Net issuance of common stock 6 2
------- -------
NET CASH USED FOR FINANCING ACTIVITIES (1,222) (2,805)
------- -------
Net increase in cash 54 23
Cash -- beginning of period 89 36
------- -------
CASH -- END OF PERIOD $ 143 $ 59
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
NET CASH PAID DURING THE PERIOD FOR
Income taxes paid $ 60 $ 114
Interest $ 37 $ 37
</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 October 2000, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities -
a Replacement of SFAS No. 125". SFAS No. 140 carries forward most of SFAS No.
125's provisions without amendment. However, it revises criteria for accounting
for certain transfers of financial assets and the reporting and disclosure
requirements for collateral arrangements. SFAS No. 140's disclosure requirements
must be applied for fiscal years ending after December 15, 2000. The other
provisions of SFAS No. 140 apply prospectively to transactions and commitments
occurring after March 31, 2001. Implementation of the accounting provisions of
SFAS No. 140 is not expected to have a material impact on the Company's
financial condition or results of operations.
In July 2000, the Emerging Issues Task Force (EITF) reached consensus on Issue
No. 99-20, "Recognition of Interest Income and Impairment on Certain
Investments". This pronouncement requires investors in certain asset-backed
securities to record changes in their estimated yield on a prospective basis and
to evaluate these securities for an other-than-temporary decline in value. This
consensus is effective for financial statements with fiscal quarters beginning
after December 15, 2000. While the Company is currently in the process of
quantifying the impact of EITF No. 99-20, the consensus provisions are not
expected to have a material impact on the Company's financial condition or
results of operations.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities", which amended SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133
established accounting and reporting requirements for derivative instruments,
including certain derivative instruments embedded in other contracts. SFAS No.
133 requires, among other things, that all derivatives be carried on the balance
sheet at fair value. SFAS No. 133 also specifies hedge accounting criteria under
which a derivative can qualify for special accounting. SFAS No. 138 amended SFAS
No. 133 so that for 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. Initial application of SFAS No. 133, as amended, for Hartford
Life will begin January 1, 2001. Implementation of SFAS No. 133, as amended, is
not expected to have a material impact on the Company's financial condition or
results of operations. However, the FASB's Derivative Implementation Group
continues to deliberate on multiple issues, the resolution of which could have a
significant impact on the Company's expectations.
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, Inc. 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, Inc. 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, which were subsequently paid during the third quarter
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. 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 October 2000, the definitive terms of a stipulation of settlement were agreed
by the parties in the Delaware Chancery Court (the Court) actions reported in
the Company's March 31, 2000 and June 30, 2000 Form 10-Q's concerning The
Hartford Acquisition. The stipulation of settlement takes into account the
increased compensation The Hartford paid for Hartford Life's public shares and
provides for a release by all class members and named plaintiffs of all claims
that were or could have been brought concerning The Hartford Acquisition. The
stipulation of settlement is subject to preliminary approval by the Court, after
which notice will be given to the members of the proposed settlement class of
their right to appear in court and contest final court approval of the
settlement. Upon the Court's final approval, the settlement provides that The
Hartford will pay plaintiffs' attorneys' fees and costs of up to $2 as awarded
by the Court.
(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 of 2000, the Company reached a settlement with the
Internal Revenue Service with respect to certain tax matters for the 1993-1995
tax years. The 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
SEPTEMBER 30, 2000 Products Life Benefits COLI Other Total
---------- ---------- -------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
THIRD QUARTER ENDED
Total revenues $ 605 $ 164 $ 553 $ 239 $ 26 $1,587
Net income (loss) 105 19 23 9 (4) 152
------ ------ ------ ------ ------ ------
NINE MONTHS ENDED
Total revenues $1,777 $ 475 $1,630 $ 574 $ 18 $4,474
Net income (loss) 317 57 63 25 (14) 448
------ ------ ------ ------ ------ ------
</TABLE>
<TABLE>
<CAPTION>
Investment Individual Group
SEPTEMBER 30, 1999 Products Life Benefits COLI Other Total
---------- ---------- -------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
THIRD QUARTER ENDED
Total revenues $ 517 $ 148 $ 529 $ 220 $ 6 $1,420
Net income (loss) 83 19 21 8 (12) 119
------ ------ ------ ------ ------ ------
NINE MONTHS ENDED
Total revenues $1,499 $ 421 $1,493 $ 659 $ 40 $4,112
Net income (loss) 242 51 57 22 (33) 339
------ ------ ------ ------ ------ ------
</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 September 30, 2000,
compared with December 31, 1999, and its results of operations for the third
quarter and nine months ended September 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
herein.
INDEX
<TABLE>
<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 THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues $1,587 $1,420 $4,474 $4,112
Expenses 1,435 1,301 4,026 3,773
------ ------ ------ ------
NET INCOME $ 152 $ 119 $ 448 $ 339
====== ====== ====== ======
</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 $167, or 12%, and $362, or 9%, for the third quarter and nine
months ended September 30, 2000, respectively, as compared to the equivalent
1999 periods. The increases in revenues were attributable to growth across each
of the Company's primary operating segments, particularly the Investment
Products segment, where related assets under management, which include mutual
funds, grew 23% from this time last year to $119.2 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
increase in assets under management described above. Group Benefits and
Individual Life also contributed to the increased revenues as a result of
favorable persistency and strong sales. Additionally, for the third quarter the
COLI segment's revenues increased primarily due to fees generated from strong
sales. Partially offsetting the growth in the nine month period was a decline in
the COLI segment's revenues primarily due to the declining block of leveraged
COLI business.
Expenses increased $134, or 10%, and $253, or 7%, for the third quarter and nine
months ended September 30, 2000, respectively, as compared to the equivalent
1999 periods. These increases in expenses were primarily related to growth in
the Company's principal operating segments.
10
<PAGE> 11
Net income increased $33, or 28%, and $109, or 32%, for the third quarter and
nine months ended September 30, 2000, respectively, as compared to the
equivalent 1999 periods. These increases were led by the Investment Products
segment where net income increased $22, or 27%, and $75, or 31%, for the
respective third quarter and nine month periods. Additionally, the remaining
three operating segments each reported earnings growth in excess of 10% for the
nine month period. Hartford Life also reported a benefit related to the
settlement of certain federal tax matters of $24 for the second quarter of 2000
(see Note 3 (b) of Notes to Consolidated Financial Statements). This benefit,
along with an $8 benefit related to state income taxes in the first quarter of
2000, resulted in $32 of tax benefits for the nine months ended September 30,
2000. Partially offsetting the increase for the nine month period, the Company
realized $28 of net realized capital losses during the second quarter, as
discussed in the Investments section. Excluding the tax items and the net
realized capital losses, net income increased $105, or 31%, for the nine months
ended September 30, 2000.
SEGMENT RESULTS
Below is a summary of net income (loss) by segment.
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ------------------
2000 1999 2000 1999
----- ----- ----- -----
<S> <C> <C> <C> <C>
Investment Products $ 105 $ 83 $ 317 $ 242
Individual Life 19 19 57 51
Group Benefits 23 21 63 57
Corporate Owned Life Insurance (COLI) 9 8 25 22
Other (4) (12) (14) (33)
----- ----- ----- -----
NET INCOME $ 152 $ 119 $ 448 $ 339
===== ===== ===== =====
</TABLE>
The sections that follow analyze each segment's results. Investment results are
discussed separately following the segment overviews.
INVESTMENT PRODUCTS
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $ 605 $ 517 $ 1,777 $ 1,499
Expenses 500 434 1,460 1,257
-------- -------- -------- --------
NET INCOME $ 105 $ 83 $ 317 $ 242
-------- -------- -------- --------
Individual variable annuity account values $ 83,009 $ 68,848
Other individual annuity account values 8,955 8,419
Other investment products account values 17,368 14,858
-------- --------
TOTAL ACCOUNT VALUES 109,332 92,125
Mutual fund assets under management 9,868 4,584
-------- --------
TOTAL INVESTMENT PRODUCTS ASSETS UNDER MANAGEMENT $119,200 $ 96,709
======== ========
</TABLE>
Revenues in the Investment Products segment increased $88, or 17%, and $278, or
19%, for the third quarter and nine months ended September 30, 2000,
respectively, as compared to the equivalent 1999 periods, primarily due to
higher fee income in the individual annuity and mutual fund operations. Fee
income generated by individual annuities increased $62, or 22%, and $198, or
24%, for the respective third quarter and nine month periods, as related account
values grew $14.7 billion, or 19%, from September 30, 1999. The growth in
individual annuity account values was mostly due to strong individual annuity
sales (including $8.5 billion for the first nine months of 2000) and equity
market appreciation. In addition, fee income from other investment products
increased $27, or 59%, and $76, or 58%, for the respective third quarter and
nine month periods, primarily driven by the Company's mutual fund operation,
where assets under management increased $5.3 billion, or 115%, from September
30, 1999. This substantial growth was mostly due to strong sales (including $3.9
billion for the first nine 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 $66, or 15%, and $203, or 16%,
for the third quarter and nine months ended September 30, 2000, respectively, as
compared to the equivalent 1999 periods. These increases were primarily driven
by amortization of deferred policy acquisition costs, which grew $30, or 27%,
and $74, or 23%, for the respective third quarter and nine month periods and
other expenses which increased $26, or 23%, and $92, or 29%, over the respective
prior year levels. The segment's operating expenses as a percentage of average
assets under management declined slightly for the third quarter and nine months
ended versus the respective prior year periods.
11
<PAGE> 12
Net income increased $22, or 27%, and $75, or 31%, for the third quarter and
nine months ended September 30, 2000, respectively, as compared to the
respective prior year 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>
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $ 164 $ 148 $ 475 $ 421
Expenses 145 129 418 370
---------- ---------- ---------- ----------
NET INCOME $ 19 $ 19 $ 57 $ 51
---------- ---------- ---------- ----------
Variable life account values $ 3,019 $ 2,101
Total account values $ 5,879 $ 4,925
---------- ----------
Variable life insurance in force $ 30,787 $ 21,122
Total life insurance in force $ 72,651 $ 64,655
========== ==========
</TABLE>
Revenues in the Individual Life segment increased $16, or 11%, and $54, or 13%,
for the third quarter and nine months ended September 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 $15, or 15%, and $56, or 20%, for the respective third quarter and
nine month periods, as variable life account values increased $918, or 44%, and
variable life insurance in force increased $9.7 billion, or 46%, from September
30, 1999.
Expenses increased $16, or 12%, and $48, or 13%, for the third quarter and nine
months ended September 30, 2000, respectively, as compared to the equivalent
1999 periods. The increases in expenses were primarily due to a $9, or 14%, and
$10, or 5%, increase in benefits, claims and claim adjustment expenses for the
respective third quarter and nine month periods and other expenses which
increased $8, or 40%, and $17, or 27%, over the respective prior year levels.
These increases were associated with the growth in this segment as indicated
above. Additionally, for the nine month period, amortization of deferred policy
acquisition costs increased $20, or 22%, primarily associated with the growth in
this segment's variable business.
Net income for the third quarter was consistent with the equivalent prior year
period, as increased fee income was offset by higher mortality costs. Net income
for the nine month period increased $6, or 12%, primarily due to higher fee
income as year-to-date mortality experience was essentially in line with prior
year.
GROUP BENEFITS
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues $ 553 $ 529 $1,630 $1,493
Expenses 530 508 1,567 1,436
------ ------ ------ ------
NET INCOME $ 23 $ 21 $ 63 $ 57
====== ====== ====== ======
</TABLE>
Revenues in the Group Benefits segment increased $24, or 5%, and $137, or 9%,
for the third quarter and nine months ended September 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 $45, or
10%, and $149, or 12%, for the respective third quarter and nine month periods,
due primarily to favorable persistency of the in force block of business, as
well as new sales.
Expenses increased $22, or 4%, and $131, or 9%, for the third quarter and nine
months ended September 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 $49, or 14%,
and $140, or 13%, for the respective third quarter and nine month periods due to
growth in this segment described above.
Net income increased $2, or 10%, and $6, or 11%, for the respective third
quarter and nine month periods. These increases were driven by higher revenues
and improved expense ratios (expenses as a percentage of earned premiums)
excluding buyouts, which were partially offset by a slightly higher loss ratio
(loss costs as a percentage of earned premiums).
12
<PAGE> 13
CORPORATE OWNED LIFE INSURANCE (COLI)
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- --------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues $ 239 $ 220 $ 574 $ 659
Expenses 230 212 549 637
------- ------- ------- -------
NET INCOME $ 9 $ 8 $ 25 $ 22
------- ------- ------- -------
Variable COLI account values $15,497 $11,980
Leveraged COLI account values 4,998 5,784
------- -------
TOTAL ACCOUNT VALUES $20,495 $17,764
======= =======
</TABLE>
COLI revenues increased $19, or 9%, for the third quarter ended September 30,
2000, from the respective prior year period, while for the nine month period,
revenues decreased $85, or 13%. The revenue increase in the third quarter was
primarily due to an increase in fee income of $22, or 19%, associated with
strong sales of $2.5 billion in the third quarter 2000.
For the nine month period, revenues decreased primarily due to a decline in net
investment income of $56, or 17%. This decline was primarily due to the
leveraged COLI block of business, as related account values decreased $786, or
14%, as a result of the downsizing caused by the Health Insurance Portability
and Accountability Act of 1996.
Expenses increased $18, or 8%, for the third quarter, while expenses for the
nine month period decreased $88, or 14%, respectively, as compared to the
equivalent prior year periods due to the factors described above.
Net income increased $1, or 13%, and $3, or 14%, for the third quarter and nine
months ended September 30, 2000, respectively, as compared to the equivalent
prior year periods. The increase was primarily attributable to the variable COLI
business where account values increased $3.5 billion, or 29%, 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>
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- -----------------------
(Before-tax) 2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net investment income - excluding policy loan income $ 324 $ 291 $ 944 $ 865
Policy loan income 84 90 230 298
------- ------- ------- -------
Net investment income - total $ 408 $ 381 $ 1,174 $ 1,163
------- ------- ------- -------
Yield on average invested assets (1) 7.4% 6.9% 7.0% 6.7%
------- ------- ------- -------
Realized capital losses $ -- $ (5) $ (43) $ (5)
------- ------- ------- -------
</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 $33, or 11%, and
$79, or 9%, for the third quarter and nine months ended September 30, 2000,
respectively, as compared to the equivalent prior year periods. The increases
were primarily due to a higher interest rate environment which resulted in an
increase in yields on invested assets. Policy loan income decreased
approximately $6, or 7%, and $68, or 23%, for the respective third quarter and
nine month periods due to the declining block of leveraged COLI business.
Net realized capital losses for the third quarter ended September 30, 2000
decreased $5 compared to the prior year period, mostly due to a $5 loss from the
sale of Hartford Life Insurance Company Canada Holding, Inc. in the third
quarter of 1999. For the nine months ended September 30, 2000, net realized
capital losses increased by $38 compared to the prior year period, primarily as
a result of portfolio re-balancing in prior quarters.
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 $964 and
$1.4 billion as of September 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>
SEPTEMBER 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 $ 3,056 $ 2,642
Net unrealized capital losses on securities, net of tax (195) (336)
------- -------
TOTAL STOCKHOLDER'S EQUITY $ 2,861 $ 2,306
------- -------
TOTAL CAPITALIZATION (1) $ 3,956 $ 3,542
------- -------
Debt to equity (1) (2) 29% 34%
Debt to capitalization (1) (2) 23% 25%
------- -------
</TABLE>
(1) Excludes net unrealized capital losses on securities, net of tax.
(2) Excluding TruPS, the debt to equity ratios were 21% and 25% as of September
30, 2000 and December 31, 1999, respectively, and the debt to
capitalization ratios were 16% and 18% as of September 30, 2000 and
December 31, 1999, respectively.
CAPITALIZATION
The Company's total capitalization, excluding net unrealized capital losses on
securities, net of tax, increased $414, or 12%, as of September 30, 2000, as
compared to December 31, 1999. This increase was primarily the result of net
income of $448 partially offset by dividends declared of $42. 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 29% and 23% as
of September 30, 2000, respectively, from 34% and 25% as of December 31, 1999,
respectively.
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, Inc. 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, Inc. 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, which were subsequently paid during the third quarter
2000.
DIVIDENDS
Hartford Life declared $14 in dividends for the third quarter ended September
30, 2000 to Hartford Fire Insurance Company. Prior to The Hartford Acquisition,
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 $74
for the nine months ended September 30, 2000.
TREASURY STOCK
During the first six months ended June 30, 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 Acquisition during the second quarter, the Company
canceled the remaining 80,152 treasury shares with a cost basis of $4.
14
<PAGE> 15
CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2000 1999
------- -------
<S> <C> <C>
Cash provided by operating activities $ 1,253 $ 352
Cash provided by investing activities 23 2,476
Cash used for financing activities (1,222) (2,805)
Cash -- end of period 143 59
------- -------
</TABLE>
The increase in cash provided by operating activities was primarily the result
of increased net income, a federal income tax refund 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 nine 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 nine
months of 1999. Operating cash flows in both periods have been more than
adequate to meet liquidity requirements.
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. Each of Hartford Life's domiciliary states has adopted 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. 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 October 2000, the definitive terms of a stipulation of settlement were agreed
by the parties in the Delaware Chancery Court (the Court) actions reported in
the Company's March 31, 2000 and June 30, 2000 Form 10-Q's concerning The
Hartford Acquisition. The stipulation of settlement takes into account the
increased compensation The Hartford paid for Hartford Life's public shares and
provides for a release by all class members and named plaintiffs of all claims
that were or could have been brought concerning The Hartford Acquisition. The
stipulation of settlement is subject to preliminary approval by the Court, after
which notice will be given to the members of the proposed settlement class of
their right to appear in court and contest final court approval of the
settlement. Upon the Court's final approval, the settlement provides that The
Hartford will pay plaintiffs' attorneys' fees and costs of up to $2 as awarded
by the Court.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits -- See Exhibits Index.
(b) Reports on Form 8-K -- None.
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
NOVEMBER 13, 2000
17
<PAGE> 18
HARTFORD LIFE, INC. AND SUBSIDIARIES
FORM 10-Q
EXHIBITS INDEX
<TABLE>
<CAPTION>
EXHIBIT # DESCRIPTION
--------- -----------
<S> <C>
27 Financial Data Schedule is filed herewith.
</TABLE>
18
