HARTFORD LIFE INSURANCE CO
10-Q, 1996-11-08
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<PAGE>

                UNITED STATES 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, 1996

[ ]  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 2-89516


                         HARTFORD LIFE INSURANCE COMPANY



Incorporated in the State of Connecticut

                                                                  06-0974148
                                                              (I.R.S. Employer
                                                             Identification No.)



                 P.O. Box 2999, Hartford, Connecticut 06104-2999
                          (Principal Executive Offices)

                          Telephone number 203-843-8291



Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.  Yes  X   No    .
                   ---     ---

As of  October 31, 1996 there were outstanding 1,000 shares of common stock,
$5,690 par value per share, of the registrant, all of which were directly owned
by Hartford Life and Accident Insurance Company.

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.

                                       (1)
<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES

                                TABLE OF CONTENTS





PART I.  FINANCIAL INFORMATION:                                             Page

Item 1.  Financial Statements:
Consolidated Statements of Income -
  Quarter and Nine Months Ended September 30, 1996 and 1995. . . . . . . .     3
Consolidated Balance Sheets -
  September 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . .     4
Consolidated Statements of Cash Flows -
  Nine Months Ended September 30, 1996 and 1995. . . . . . . . . . . . . .     5

Item 2.  Management's Narrative Analysis of Results of Operations*
  Quarter and Nine Months Ended September 30, 1996 and 1995. . . . . . . .     6

PART II.  OTHER INFORMATION:*

Item 6.  Exhibits and Reports on Form 8K . . . . . . . . . . . . . . . . .     9
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10




(*) Item prepared in accordance with General Instruction H (2) of Form 10-Q.

                                       (2)
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.

                              FINANCIAL STATEMENTS

The following unaudited financial statements, reflect, in the opinion of 
management, all normal recurring adjustments necessary to present fairly the 
financial position, the results of operations and the cash flows for the 
periods presented.  Certain reclassifications of prior year results were made 
to conform to current presentation.  Interim results are not indicative of 
the results which may be expected for any other interim period or the full 
year.  Certain of the statements contained herein (other than statements of 
historical fact) are forward-looking statements.  Forward looking statements 
are made based upon management's expectations and belief concerning future 
developments and their potential effect upon Hartford Life Insurance Company 
("Hartford Life").  There can be no assurance that future developments will 
be in accordance with management's expectaton 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 Hartford Life, 
depending on the outcome of certain factors, including those described with 
the forward-looking statements.  For a description of accounting policies, 
see Notes to Consolidated Financial Statements in the 1995 Form 10-K.

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                  (in millions)

<TABLE>
<CAPTION>
                                                           Quarter Ended              Nine Months Ended
                                                           September 30,                 September 30,
                                                           -------------                 -------------
                                                        1996           1995           1996           1995
                                                        ----           ----           ----           ----
                                                            (unaudited)                   (unaudited)
REVENUES
<S>                                              <C>            <C>            <C>            <C>
Premiums and other considerations                 $      319     $      385     $    1,262     $    1,105
Net investment income                                    355            357          1,006          1,032
Net realized losses on investments                      (202)            (4)          (203)           (10)
                                                  ----------     ----------     ----------     ----------
    TOTAL REVENUES                                       472            738          2,065          2,127
                                                  ----------     ----------     ----------     ----------


BENEFITS, CLAIMS AND EXPENSES

Benefits, claims and claim adjustment expenses           447            446          1,235          1,162
Amortization of deferred policy acquisition costs         68             48            197            140
Dividends to policyholders                                63            152            410            449
Other insurance expenses                                  58             47            256            240
                                                  ----------     ----------     ----------     ----------
    TOTAL BENEFITS, CLAIMS AND EXPENSES                  636            693          2,098          1,991
                                                  ----------     ----------     ----------     ----------


INCOME (LOSS) BEFORE INCOME TAX                         (164)            45            (33)           136

Income tax expense (benefit)                             (58)            15            (13)            45
                                                  ----------     ----------     ----------     ----------


NET INCOME (LOSS)                                 $     (106)    $       30     $      (20)    $       91
                                                  ----------     ----------     ----------     ----------
                                                  ----------     ----------     ----------     ----------
</TABLE>

                                       (3)
<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                         (in millions except share data)

<TABLE>
<CAPTION>
                                                           September 30,  December 31,
                                                              1996           1995
                                                              ----           ----
                                                           (unaudited)
               ASSETS
<S>                                                        <C>            <C>
Investments:
 Fixed maturities, available for sale, at fair value         $   13,309     $   14,400
 Equity securities, at fair value                                   133             63
 Mortgage loans, at outstanding balance                              45            265
 Policy loans, at outstanding balance                             3,898          3,381
 Other investments, at cost                                          81            156
                                                             ----------     ----------
    Total investments                                            17,466         18,265

Cash                                                                 52             46
Premiums and amounts receivable                                     178            165
Reinsurance recoverable                                           6,658          6,221
Accrued investment income                                           394            394
Deferred policy acquisition costs                                 2,587          2,188
Deferred income tax                                                 611            420
Other assets                                                        210            234
Separate account assets                                          45,540         36,264
                                                             ----------     ----------
    TOTAL ASSETS                                             $   73,696     $   64,197
                                                             ----------     ----------
                                                             ----------     ----------


     LIABILITIES AND STOCKHOLDER'S EQUITY

Future policy benefits                                       $    2,651     $    2,373
Other policyholder funds                                         22,415         22,598
Other liabilities                                                 1,346          1,233
Separate account liabilities                                     45,540         36,264
                                                             ----------     ----------
    TOTAL LIABILITIES                                            71,952         62,468
                                                             ----------     ----------


Common stock - authorized 1,000 shares, $5,690 par value,
  issued and outstanding 1,000 shares                                 6              6
Additional paid-in capital                                        1,045          1,007
Unrealized loss on investments, net of tax                          (60)           (57)
Retained earnings                                                   753            773
                                                             ----------     ----------
    TOTAL STOCKHOLDERS' EQUITY                                    1,744          1,729
                                                             ----------     ----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $   73,696     $   64,197
                                                             ----------     ----------
                                                             ----------     ----------
</TABLE>

                                       (4)
<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in millions)

<TABLE>
<CAPTION>
                                                                      Nine Months
                                                                  Ended September 30,
                                                                  -------------------
                                                                  1996           1995
                                                                  ----           ----
                                                                      (unaudited)

OPERATING ACTIVITIES:
<S>                                                        <C>            <C>
Net (loss) income                                            $      (20)    $       91
Adjustments to net (loss) income:
 Realized losses on investments                                     203             10
 Net policyholder investment gains                                   (2)            (3)
 Net increase in deferred policy acquisition costs                 (399)          (257)
 Net amortization of premium on fixed maturities                      6             15
 Deferred income tax benefit                                       (188)          (128)
 Decrease (increase) in premiums and amounts receivable              75           (168)
 Decrease (increase) in other assets                                 15           (102)
 Increase in reinsurance recoverable                               (254)           (61)
 Increase in liability for future policy benefits                   278            434
 Increase in other liabilities                                      116            261
 Increase in accrued investment income                                0            (36)
                                                             ----------     ----------
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES                   (170)            56
                                                             ----------     ----------


INVESTING ACTIVITIES:
Purchases of fixed maturities investments                        (4,111)        (3,752)
Proceeds from sales of fixed maturities investments               2,450          3,211
Maturities and principal paydowns of fixed maturities
investments                                                       2,124          1,078
Net purchases of other investments                                 (337)        (1,931)
Net sales (purchases) of short-term investments                     328           (184)
                                                             ----------     ----------
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                    454         (1,578)
                                                             ----------     ----------


FINANCING ACTIVITIES:
Net (disbursements for) receipts from investment and
universal life-type contracts (charged from) credited 
to policyholder account                                            (316)         1,525

Capital contribution                                                 38              0
                                                             ----------     ----------
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES                   (278)         1,525
                                                             ----------     ----------


NET INCREASE IN CASH                                                  6              3
Cash at beginning of period                                          46             20
                                                             ----------     ----------
CASH AT END OF PERIOD                                        $       52     $       23
                                                             ----------     ----------
                                                             ----------     ----------
</TABLE>

                                       (5)
<PAGE>
                     2. MANAGEMENT'S NARRATIVE ANALYSIS OF
                              RESULTS OF OPERATIONS
                                  (In Millions)

            QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

INDIVIDUAL LIFE AND ANNUITY DIVISION (ILAD)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
                                       Quarter Ended              Nine Months Ended
                                       September 30,                 September 30,
                                    1996           1995           1996           1995
                                  ------         ------         ------         ------
<S>                              <C>            <C>            <C>            <C>
Revenues                          $  322         $  205         $  846         $  612
Expenses                             258            168            688            508
                                  ------         ------         ------         ------
NET INCOME                        $   64         $   37         $  158         $  104 
                                  ------         ------         ------         ------
                                  ------         ------         ------         ------
- -------------------------------------------------------------------------------------
</TABLE>

The premiums, investment income, management and maintenance fees and cost of 
insurance associated with this growing asset base continue to be the source 
of ILAD's increased revenues, an increase over prior year of 57% and 38% for 
the third quarter and nine months ended respectively. New deposits of fixed 
and variable annuities for the nine months ended September 30, 1996 were 
approximately $7.4 billion, but are not reported as revenues. Net income, up 
73% and 52% for the third quarter and nine months ended respectively, 
continues to grow as earnings are generated from an existing asset base.  
Revenue, new deposit, and net income increases are all indicative of strong, 
stable growth.

ASSET MANAGEMENT SERVICES  (AMS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
                                       Quarter Ended               Nine Months Ended
                                       September 30,                 September 30,
                                    1996           1995           1996           1995
                                  ------         ------         ------         ------
<S>                              <C>            <C>            <C>            <C>
Revenues                          $  100         $   96         $  300         $  292
Expenses                              95             93            287            280
                                  ------         ------         ------         ------
NET INCOME                        $    5         $    3         $   13         $   12
                                  ------         ------         ------         ------
                                  ------         ------         ------         ------
- -------------------------------------------------------------------------------------
</TABLE>

Continuing to be an industry leader in deferred compensation products, 
revenues in this segment increased 4% and 2% over prior year for the third 
quarter and nine months ended, respectively.  Included in 1995 results is a 
one time benefit of approximately $2 million.  Excluding this benefit, net 
income rose 30% over prior year for the nine months ended.  AMS is currently 
engaged in a restructuring process that is anticipated to result in new 
product development as well as expense reductions.

SPECIALTY
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
                                       Quarter Ended              Nine Months Ended
                                       September 30,                 September 30,
                                    1996           1995           1996           1995
                                  ------         ------         ------         ------
<S>                              <C>            <C>            <C>            <C>
Revenues                          $  223         $  358         $  976         $  951
Expenses                             215            351            954            933
                                  ------         ------         ------         ------
NET INCOME                        $    8         $    7         $   22         $   18
                                  ------         ------         ------         ------
                                  ------         ------         ------         ------
- -------------------------------------------------------------------------------------
</TABLE>
                                       (6)
<PAGE>

Net income for the nine months ended is attributable to net investment income 
and other revenues on the existing block of coporate owned life insurance 
(COLI) business.  Net income in the Specialty segment held steady in the 
third quarter as compared to the same period last year, however, revenues 
decreased.  As mentioned in the second quarter, Congress passed COLI 
legislation which provides for a three year phase-out of the interest 
deduction on loans taken against COLI policies. In anticipation of 
unfavorable tax legislation, there were no new deposits of leveraged COLI, 
but new products, such as variable COLI and other non-qualified deferred 
compensation vehicles, and new international ventures have been and continue 
to be developed to mitigate lost earnings due to leveraged COLI.

RUNOFF

                             Quarter Ended              Nine Months Ended
                             September 30,                 September 30,
                          1996           1995           1996           1995
                        ------         ------         ------         ------

Revenues                $ (173)        $   79         $  (57)        $  272
Expenses                    10             96            156            315
                        ------         ------         ------         ------
NET LOSS                $ (183)        $  (17)        $ (213)        $  (43)
                        ------         ------         ------         ------
                        ------         ------         ------         ------


The Runoff segment consists of a closed block of guaranteed rate contracts 
(Closed Book GRC) which had no new or renewal business at the end of 1995. 
Prior to 1996, Closed Book GRC was reported as a component of the Asset 
Management Services Division of the Hartford Life.  The majority of products 
included in Closed Book GRC are guaranteed investment contracts with 
guaranteed fixed or indexed rates for a specific period. Closed Book GRC 
results have been negatively affected by lower investment rates and earnings 
on mortgage backed securities due to prepayments experienced in excess of 
assumed levels in years prior to 1995.  Closed Book GRC was also affected by 
the interest rate rise in 1994 when the duration of its assets lengthened 
relative to that of the liabilities.  Due to the reduced investment earnings 
and duration mismatch, the portfolio had insufficient assets to fund fully 
its liability commitments. During the third quarter of 1996, assets in the 
amount of $200 million were transferred to the Runoff segment to adequately 
fund Closed Book GRC so that future cash infusions would be minimal.

Although the Closed Book GRC asset portfolio as a whole is duration matched with
its liabilities, certain investments continue to have a longer maturity than
their corresponding liabilities and will need to be liquidated prior to maturity
in order to meet the specific liability commitments.  To protect the existing
value of these investments, Hartford Life entered into various hedge
transactions in late September 1996 which substantially eliminated further
fluctuation in fair value of the investments due to interest rate changes.

Hartford Life's accounting policy is to record an other than temporary 
impairment charge on a security if it is determined that the Company is 
unable to recover all amounts due under the contractual obligations of the 
security. In addition, Hartford Life has established specific criteria to 
be used in the impairment evaluation of an individual portfolio of assets.  
Specifically, if the asset portfolio is supporting a runoff operation, is 
forced to be liquidated prior to maturity to meet liability commitments, and 
has a fair value below amortized cost, which will not materially fluctuate as 
a result of future interest rate changes, then an other than temporary 
impairment has been determined to have occurred.  Once an impairment charge 
has been recorded, Hartford Life continues to review the impaired securities 
for appropriate valuation.

With the initiation of the hedge transactions, which eliminated the 
possibility that the fair value of the Closed Book GRC investments would 
recover to their current amortized cost, an other than temporary impairment 
loss of $82 million after tax was determined to have occurred and was 
recorded in September 1996. Also, during the third quarter of 1996, Closed 
Book GRC had asset sales resulting in proceeds of approximately $500  and a 
realized loss of $55 after tax.  The asset sales were the result of current 
liquidity needs in addition to taking advantage of favorable market 
conditions for certain securities.  Other charges of $32 after tax were also 
incurred in the third quarter.

                                       (7)
<PAGE>

During 1995, Closed Book GRC incurred a $68 after tax loss from operations.  
In addition, prior to the above actions the level of the 1995 loss was 
expected by management to decline by 10% to 25% in 1996 and 1997 with the 
losses having run off in their entirety by the year 2000.  As a result of the 
above actions, management expects that the comparable 1996 after tax loss 
will be in the range of $51 to $55, while after tax losses in 1997 and 1998 
will be reduced to the range of $10 to $20 per year.  Losses from Closed Book 
GRC in years subsequent to 1998 are expected to be minimal.

FINANCIAL RATINGS

The following table summarizes ITT Hartford's significant U.S. member companies'
financial ratings from the major independent rating organizations as of
September 30, 1996:

                                             Duff &   Standard
                                 A.M. Best   Phelps   & Poor's     Moody's
                                 ------------------------------------------
Hartford Fire                       A+         AA        AA          Aa2
Hartford Life                       A+         AA+       AA          Aa2
Hartford Life and Accident          A+         AA+       AA       Not Rated
ITT Hartford Life and Annuity       A+         AA+       AA       Not Rated

On September 24, 1996, Standard & Poor's announced that it had reduced the
claims-paying ability ratings of the ITT Hartford group of companies (ITT
Hartford), including Hartford Life Insurance Company, from AA+ to AA. In
announcing the rating change, Standard and Poor's said that the action was based
primarily on increased concern with the overall strength of ITT Hartford's
consolidated capital, partially offset by superior business position within the
markets that ITT Hartford operates. It noted that the rating action assumed
continued significant capital raising initiatives by ITT Hartford over the next
year and said that these initiatives, in combination with continued improvement
in operating earnings, excluding any unusual charges, should allow ITT Hartford
to improve it's overall capital position.

On October 18, 1996, Moody's Investors Service announced that it was reviewing
for possible downgrade various ratings of ITT Hartford and its subsidiaries,
including the financial strength ratings of ITT Hartford's insurance
subsidiaries. Moody's stated that the reveiw was prompted by ITT Hartford's
announcement that it was taking the charges related to its environmental and
asbestos reserves and Closed Book GRC, and that its review would focus on ITT
Hartford's exposure to asbestos and environmental losses, its appetite for
financial leverage and its strategic complexion over the intermediate term.

Financial ratings from A.M. Best and Duff & Phelps were reaffirmed for ITT
Hartford's significant U.S. member companies as of October 18, 1996.


                                       (8)
<PAGE>

                           PART II.  OTHER INFORMATION



Item 6.   EXHIBITS AND REPORTS ON FORM 8-K


(a)  None.

(b)  None.


                                       (9)
<PAGE>


                                    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 Insurance Company
                                             (Registrant)


                                   by   /s/  Gregory A. Boyko
                                        ---------------------
October 31, 1996                             Gregory A. Boyko


                                   Vice-President and Controller


                                      (10)

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 7
<CIK> 0000045947
<NAME> HARTFORD LIFE INS. CO.
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<DEBT-HELD-FOR-SALE>                            13,309
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         133
<MORTGAGE>                                          45
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                  17,466
<CASH>                                              52
<RECOVER-REINSURE>                               6,658
<DEFERRED-ACQUISITION>                           2,587
<TOTAL-ASSETS>                                  73,696
<POLICY-LOSSES>                                  2,651
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                  22,415
<POLICY-HOLDER-FUNDS>                           45,540
<NOTES-PAYABLE>                                      0
                                0
                                          0
<COMMON>                                             6
<OTHER-SE>                                       1,045
<TOTAL-LIABILITY-AND-EQUITY>                    73,696
                                       1,262
<INVESTMENT-INCOME>                              1,006
<INVESTMENT-GAINS>                               (203)
<OTHER-INCOME>                                       0
<BENEFITS>                                       1,235
<UNDERWRITING-AMORTIZATION>                        197
<UNDERWRITING-OTHER>                               666
<INCOME-PRETAX>                                   (33)
<INCOME-TAX>                                      (13)
<INCOME-CONTINUING>                               (20)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      (20)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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