HARTFORD FINANCIAL SERVICES GROUP INC/DE
10-Q, 1999-11-12
INSURANCE AGENTS, BROKERS & SERVICE
Previous: AES CORPORATION, 424B2, 1999-11-12
Next: RIDDELL SPORTS INC, 10-Q, 1999-11-12



================================================================================


                       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, 1999

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ____________ to ______________


                         Commission file number 0-19277


                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                             13-3317783
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                Hartford Plaza, Hartford, Connecticut 06115-1900
                    (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 October 31,  1999,  there were  outstanding  221,620,486  shares of Common
Stock, $0.01 par value per share, of the registrant.

================================================================================

<PAGE>
                                      INDEX

PART I.  FINANCIAL INFORMATION
- ------------------------------

Item 1.  Financial Statements                                               Page
                                                                            ----

Consolidated Statements of Income - Third Quarter and Nine Months
Ended September 30, 1999 and 1998                                             3

Consolidated Balance Sheets - September 30, 1999 and December 31, 1998        4

Consolidated Statements of Changes in Stockholders' Equity - Nine Months
Ended September 30, 1999 and 1998                                             5

Consolidated Statements of Cash Flows - Nine Months Ended September 30,
1999 and 1998                                                                 6

Notes to Consolidated Financial Statements                                    7

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations                                          10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          21


PART II.  OTHER INFORMATION
- ---------------------------

Item 1.  Legal Proceedings                                                   22

Item 6.  Exhibits and Reports on Form 8-K                                    22

Signature                                                                    23

                                     - 2 -
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements


<TABLE>
<CAPTION>
                              THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                   Consolidated Statements of Income


                                                                          Third Quarter Ended          Nine Months Ended
                                                                             September 30,               September 30,
                                                                       --------------------------- --------------------------
   (In millions, except for per share data)                                1999          1998         1999          1998
   ------------------------------------------------------------------- ------------- ------------- ------------ -------------
                                                                              (Unaudited)                 (Unaudited)
<S>                                                                    <C>           <C>           <C>          <C>
   REVENUES
     Earned premiums and other considerations                          $   2,812     $   2,934     $   8,105    $   8,612
     Net investment income                                                   640           691         1,957        2,060
     Net realized capital gains (losses)                                      (8)           15            30          189
   ------------------------------------------------------------------- ------------- ------------- ------------ -------------
          TOTAL REVENUES                                                   3,444         3,640        10,092       10,861
          ------------------------------------------------------------ ------------- ------------- ------------ -------------

   BENEFITS, CLAIMS AND EXPENSES
     Benefits, claims and claim adjustment expenses                        2,025         2,125         5,939        6,271
     Amortization of deferred policy acquisition costs                       516           537         1,464        1,591
     Other expenses                                                          650           665         1,785        1,960
   ------------------------------------------------------------------- ------------- ------------- ------------ -------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                              3,191         3,327         9,188        9,822
          ------------------------------------------------------------ ------------- ------------- ------------ -------------

          OPERATING INCOME                                                   253           313           904        1,039
     Income tax expense                                                       45            80           202          273
   ------------------------------------------------------------------- ------------- ------------- ------------ -------------

          INCOME BEFORE MINORITY INTEREST                                    208           233           702          766
   Minority interest in consolidated subsidiary                              (22)          (19)          (63)         (52)
   ------------------------------------------------------------------- ------------- ------------- ------------ -------------

          NET INCOME                                                   $     186     $     214     $     639    $     714
          ------------------------------------------------------------ ------------- ------------- ------------ -------------

   Basic earnings per share                                            $    0.83     $    0.92     $    2.82    $    3.04
   Diluted earnings per share                                          $    0.82     $    0.91     $    2.79    $    3.00
   ------------------------------------------------------------------- ------------- ------------- ------------ -------------
   Weighted average common shares outstanding                              225.3         232.2         226.4        234.5
   Weighted average common shares outstanding and dilutive potential
     common shares                                                         227.8         235.6         229.3        238.0
   ------------------------------------------------------------------- ------------- ------------- ------------ -------------
   Cash dividends declared per share                                   $    0.23     $    0.21     $    0.68    $    0.63
   =================================================================== ============= ============= ============ =============
</TABLE>

     See Notes to Consolidated Financial Statements.

                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>
                             THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                   Consolidated Balance Sheets


                                                                                             September 30,      December 31,
(In millions, except for share data)                                                              1999              1998
- ------------------------------------------------------------------------------------------- ----------------- -----------------
<S>                                                                                         <C>               <C>
ASSETS                                                                                       (UNAUDITED)
   Investments
   -----------
   Fixed maturities, available for sale, at fair value (amortized cost of $33,672 and
    $34,191)                                                                                $      33,282     $      35,331
   Equity securities, available for sale, at fair value (cost of $917 and $846)                     1,156             1,066
   Policy loans, at outstanding balance                                                             4,283             6,687
   Other investments                                                                                  696               612
- ------------------------------------------------------------------------------------------- ----------------- -----------------
      Total investments                                                                            39,417            43,696
   Cash                                                                                               135               123
   Premiums receivable and agents' balances                                                         2,131             1,833
   Reinsurance recoverables                                                                         4,359             4,978
   Deferred policy acquisition costs                                                                4,922             4,579
   Deferred income tax                                                                              1,380             1,085
   Other assets                                                                                     2,869             2,759
   Separate account assets                                                                         98,340            91,579
- ------------------------------------------------------------------------------------------- ----------------- -----------------
        TOTAL ASSETS                                                                        $     153,553     $     150,632
        =================================================================================== ================= =================

LIABILITIES
   Future policy benefits, unpaid claims and claim adjustment expenses
      Property and casualty                                                                 $      16,013     $      16,449
      Life                                                                                          6,325             6,088
   Other policy claims and benefits payable                                                        16,685            19,774
   Unearned premiums                                                                                2,715             2,478
   Short-term debt                                                                                     31                31
   Long-term debt                                                                                   1,548             1,548
   Company obligated mandatorily redeemable preferred securities of subsidiary trusts
    holding solely junior subordinated debentures                                                   1,250             1,250
   Other liabilities                                                                                4,440             4,547
   Separate account liabilities                                                                    98,340            91,579
- ------------------------------------------------------------------------------------------- ----------------- -----------------
                                                                                                  147,347           143,744

COMMITMENTS AND CONTINGENCIES, NOTE 3

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                                                          433               465

STOCKHOLDERS' EQUITY
   Common stock - authorized 400,000,000, issued 238,645,675 and 238,705,675
    shares, par value $0.01                                                                             2                 2
   Additional paid-in capital                                                                       1,557             1,591
   Retained earnings                                                                                4,957             4,474
   Treasury stock, at cost - 15,070,593 and 11,310,598 shares                                        (655)             (455)
   Accumulated other comprehensive income (loss)                                                      (88)              811
- ------------------------------------------------------------------------------------------- ----------------- -----------------
        TOTAL STOCKHOLDERS' EQUITY                                                                  5,773             6,423
        ----------------------------------------------------------------------------------- ----------------- -----------------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     153,553     $     150,632
        =================================================================================== ================= =================

</TABLE>

See Notes to Consolidated Financial Statements.

                                     - 4 -
<PAGE>
<TABLE>
<CAPTION>
                             THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                    Consolidated Statements of Changes in Stockholders' Equity

Nine Months Ended September 30, 1999
                                                                                      Accumulated Other
                                                                                 Comprehensive Income (Loss)
                                                                                -----------------------------
                                                                                  Unrealized
                                           Common Stock/             Treasury   Gain (Loss) on   Cumulative             Outstanding
                                             Additional    Retained    Stock,     Securities,   Translation               Shares
(Dollars in millions) (Unaudited)         Paid-in Capital  Earnings   at Cost      net of tax   Adjustments    Total  (In thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>       <C>            <C>             <C>     <C>          <C>
Balance, beginning of period                    $1,593        $4,474    $(455)         $811            $--     $6,423       227,395
Comprehensive income
   Net income                                                    639                                              639
   Other comprehensive income (loss), net
    of tax (1)
      Unrealized gain (loss) on securities (2)                                         (862)                     (862)
      Cumulative translation adjustments                                                              (37)        (37)
                                                                                                             ----------
   Total other comprehensive income (loss)                                                                       (899)
                                                                                                             ----------
     Total comprehensive income (loss)                                                                           (260)
                                                                                                             ----------
Issuance of shares under incentive and
   stock purchase plans                            (46)                    97                                      51         1,908
Tax benefit on employee stock options
   and awards                                       15                                                             15
Treasury stock acquired                             (3)                  (297)                                   (300)       (5,728)
Dividends declared on common stock                              (156)                                            (156)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, end of period                          $1,559        $4,957    $(655)         $(51)         $(37)     $5,773       223,575
- ------------------------------------------------------------------------------------------------------------------------------------

Nine Months Ended September 30, 1998
                                                                                      Accumulated Other
                                                                                 Comprehensive Income (Loss)
                                                                                -----------------------------
                                                                                  Unrealized
                                           Common Stock/             Treasury   Gain (Loss) on   Cumulative             Outstanding
                                             Additional    Retained    Stock,     Securities,   Translation               Shares
(Dollars in millions) (Unaudited)         Paid-in Capital  Earnings   at Cost      net of tax   Adjustments    Total  (In thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, beginning of period as
   previously reported                          $1,660        $3,658     $(65)         $853          $(21)    $6,085        117,976
Two-for-one stock split (3)                        (17)                    17                                               117,976
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, beginning of period as
   adjusted                                     $1,643        $3,658     $(48)         $853          $(21)    $6,085        235,952
Comprehensive income
   Net income                                                    714                                             714
   Other comprehensive income, net of tax (1)
      Unrealized gain on securities (2)                                                  69                       69
      Cumulative translation adjustments                                                               25         25
                                                                                                            -----------
   Total other comprehensive income                                                                               94
                                                                                                            -----------
     Total comprehensive income                                                                                  808
                                                                                                            -----------
Issuance of shares under incentive and
   stock purchase plans                             12                      40                                    52          1,606
Tax benefit on employee stock options
   and awards                                       15                                                            15
Treasury stock acquired                            (95)                  (330)                                  (425)        (8,236)
Dividends declared on common stock                              (148)                                           (148)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, end of period                          $1,575        $4,224    $(338)         $922            $4     $6,387        229,322
====================================================================================================================================
<FN>
(1)   Unrealized  gain (loss) on securities  is net of tax expense  (benefit) of
      $(464) and $38 for the nine  months  ended  September  30,  1999 and 1998,
      respectively.   There  is  no  tax   effect  on   cumulative   translation
      adjustments.
(2)   Net of reclassification adjustment for gains realized in net income of $23
      and  $123  for  the  nine  months  ended  September  30,  1999  and  1998,
      respectively.
(3)   On May 21, 1998,  the Board of Directors  authorized a  two-for-one  stock
      split  effected in the form of a 100% stock  dividend  distributed on July
      15, 1998 to shareholders of record as of June 24, 1998.
</FN>
</TABLE>

See Notes to Consolidated Financial Statements.

                                     - 5 -
<PAGE>
<TABLE>
<CAPTION>
                              THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                              Consolidated Statements of Cash Flows

                                                                                                    Nine Months Ended
                                                                                                      September 30,
                                                                                            ----------------------------------
(In millions)                                                                                       1999             1998
- ------------------------------------------------------------------------------------------- ----------------------------------
                                                                                                       (Unaudited)
<S>                                                                                         <C>               <C>
OPERATING ACTIVITIES
   Net income                                                                               $         639     $         714
Adjustments to reconcile net income to net cash provided by operating activities
   Change in receivables, payables and accruals                                                       (43)             (242)
   Decrease in reinsurance recoverables and other related assets                                      338               289
   Increase in deferred policy acquisition costs                                                     (356)             (460)
   Change in accrued and deferred income taxes                                                         29               (98)
   (Decrease) increase in liabilities for future policy benefits, unpaid claims and claim
     adjustment expenses and unearned premiums                                                        (16)              588
   Minority interest in consolidated subsidiary                                                        63                52
   Net realized capital gains                                                                         (30)             (189)
   Depreciation and amortization                                                                       48                78
   Other, net                                                                                        (237)               26
- ------------------------------------------------------------------------------------------- ----------------------------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES                                                       435               758
- ------------------------------------------------------------------------------------------- ----------------------------------
INVESTING ACTIVITIES
   Purchase of investments                                                                        (10,785)          (11,443)
   Sale of investments                                                                             11,930             9,769
   Maturity of investments                                                                          1,536             1,727
   Sale (purchase) of affiliate                                                                        21              (359)
   Additions to plant, property and equipment                                                         (79)              (88)
- ------------------------------------------------------------------------------------------- ----------------------------------
      NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                                          2,623              (394)
- ------------------------------------------------------------------------------------------- ----------------------------------
FINANCING ACTIVITIES
   Short-term debt, net                                                                                --               (60)
   Proceeds from issuance of company obligated mandatorily redeemable preferred
     securities of subsidiary trusts holding solely junior subordinated debentures
                                                                                                        --               250
   Net disbursements for investment and universal life-type contracts charged against
     policyholder accounts                                                                         (2,649)              (52)
   Dividends paid                                                                                    (156)             (146)
   Acquisition of treasury stock                                                                     (287)             (400)
   Proceeds from issuances under incentive and stock purchase plans                                    50                37
- ------------------------------------------------------------------------------------------- ----------------------------------
      NET CASH USED FOR FINANCING ACTIVITIES                                                       (3,042)             (371)
- ------------------------------------------------------------------------------------------- ----------------------------------
   Foreign exchange rate effect on cash                                                                (4)                2
- ------------------------------------------------------------------------------------------- ----------------------------------
   Net increase in cash                                                                                12                (5)
   Cash - beginning of period                                                                         123               140
- ------------------------------------------------------------------------------------------- ----------------------------------
      CASH - END OF PERIOD                                                                  $         135     $         135
- ------------------------------------------------------------------------------------------- ----------------------------------

Supplemental Disclosure of Cash Flow Information:
- ------------------------------------------------
Net Cash Paid During the Period For:
Income taxes                                                                                $         110     $         308
Interest                                                                                    $         145     $         147
</TABLE>

See Notes to Consolidated Financial Statements.

                                     - 6 -
<PAGE>

                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Amounts in millions except per share data unless otherwise stated)




<PAGE>



NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES

(a)      Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of The Hartford
Financial  Services  Group,  Inc. ("The  Hartford" or the  "Company")  have been
prepared in accordance with generally accepted accounting principles for interim
periods. Less than majority-owned  entities in which The Hartford has at least a
20%  interest  are reported on an equity  basis.  In the opinion of  management,
these statements include all normal recurring  adjustments  necessary to present
fairly the  financial  position,  results of  operations  and cash flows for the
periods presented. For a description of accounting policies, see Note 1 of Notes
to Consolidated  Financial  Statements included in The Hartford's 1998 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)      Changes in Accounting Principles

In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 137, "Accounting for Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133".  This  statement  amends SFAS No. 133 to defer its effective
date for one year,  to fiscal  years  beginning  after  June 15,  2000.  Initial
application for The Hartford will begin for the first quarter of the year 2001.

Effective  January 1, 1999, The Hartford  adopted  Statement of Position ("SOP")
No. 98-1,  "Accounting for the Costs of Computer Software  Developed or Obtained
for  Internal  Use".  This SOP  provides  guidance  on  accounting  for costs of
internal use software and in determining  whether  software is for internal use.
The SOP defines  internal use software as software that is acquired,  internally
developed,  or modified  solely to meet internal needs and identifies  stages of
software  development  and accounting for the related costs incurred  during the
stages.  Adoption  of this SOP did not have a material  impact on the  Company's
financial condition or results of operations.

Effective  January 1, 1999,  The Hartford  adopted SOP No. 97-3,  "Accounting by
Insurance and Other  Enterprises for  Insurance-Related  Assessments".  This SOP
addresses  accounting by insurance and other enterprises for assessments related
to insurance  activities  including  recognition,  measurement and disclosure of
guaranty fund or other assessments. Adoption of this SOP did not have a material
impact on the Company's financial condition or results of operations.

In November 1998, the Emerging Issues Task Force ("EITF")  reached  consensus on
issue 98-15,  "Structured  Notes Acquired for a Specific  Investment  Strategy".
This  pronouncement  requires companies to account for structured notes acquired
for a specific investment  strategy,  as a unit. Affected companies that entered
into these notes prior to  September  25,  1998 are  required to either  restate
prior period financial statements to conform with the prescribed unit accounting
model, or disclose the related impact on earnings for all periods  presented and
cumulatively  over the life of the instruments had the registrant  accounted for
the  structure  as a unit.  Net income for the  quarter  and nine  months  ended
September 30, 1999 would have been approximately $1 and $2 lower,  respectively,
and cumulatively  over the life of the instrument would have been $24 higher had
the Company  accounted for its structured note transaction as a unit, based upon
the consensus reached in EITF 98-15.

NOTE 2.  EARNINGS PER SHARE

The  following  tables  present a  reconciliation  of income and shares  used in
calculating  basic  earnings  per  share to those  used in  calculating  diluted
earnings per share.

<TABLE>
<CAPTION>

                                                                Third Quarter Ended                      Nine Months Ended
                                                       -------------------------------------   -------------------------------------
                                                                                 Per Share                               Per Share
 September 30, 1999                                       Income      Shares      Amount          Income      Shares       Amount
 -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>     <C>             <C>              <C>     <C>
 Basic Earnings per Share
  Income available to common shareholders              $    186        225.3   $   0.83        $    639         226.4   $   2.82
                                                                               -------------                            ------------
 Diluted Earnings per Share
  Options and contingently issuable shares                   --          2.5                         --           2.9
                                                       ------------------------                -------------------------
 Income available to common shareholders plus assumed
   conversions                                         $    186        227.8   $   0.82        $    639         229.3   $   2.79
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     - 7 -
<PAGE>
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2.  EARNINGS PER SHARE (continued)

<TABLE>
<CAPTION>
                                                                Third Quarter Ended                      Nine Months Ended
                                                       -------------------------------------   -------------------------------------
                                                                                 Per Share                               Per Share
 September 30, 1998                                       Income      Shares      Amount          Income      Shares       Amount
 -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>     <C>             <C>              <C>     <C>
 Basic Earnings per Share
  Income available to common shareholders              $    214        232.2   $   0.92        $    714         234.5   $   3.04
                                                                               -------------                            ------------
 Diluted Earnings per Share
  Options and contingently issuable shares                   --          3.4                         --           3.5
                                                       ------------------------                -------------------------
 Income available to common shareholders plus assumed
   conversions                                         $    214        235.6   $   0.91        $    714         238.0   $   3.00
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Basic  earnings per share are computed  based on the weighted  average number of
shares  outstanding  during the period.  Diluted  earnings per share include the
dilutive  effect of outstanding  options,  using the treasury stock method,  and
contingently  issuable  shares.  Under the treasury  stock  method,  exercise of
options  is assumed  with the  proceeds  used to  purchase  common  stock at the
average market price for the period. The difference between the number of shares
assumed issued and number of shares  purchased  represents the dilutive  shares.
Contingently   issuable  shares  are  included  upon   satisfaction  of  certain
conditions related to the contingency.

NOTE 3.  COMMITMENTS AND CONTINGENCIES

(a)      Litigation

The Hartford is involved in various legal actions,  some of which involve claims
for substantial  amounts.  In the opinion of management,  the ultimate liability
with  respect to such  lawsuits,  after  consideration  of  provisions  made for
potential  losses and costs of  defense,  is not  expected to be material to the
consolidated  financial  condition,  results of  operations or cash flows of The
Hartford.

(b)      Environmental and Asbestos Claims

Information  regarding  environmental  and  asbestos  claims may be found in the
Environmental  and  Asbestos  Claims  section  of  Management's  Discussion  and
Analysis of Financial Condition and Results of Operations.

(c)      Investments

In October 1998, the Company became aware of allegations of improper  activities
at  Commercial  Financial  Services Inc.  ("CFS") a securitizer  and servicer of
asset backed  securities,  and in December 1998, CFS filed for protection  under
Chapter 11 of the Bankruptcy  Code. As a result,  the Company  recognized a $36,
after-tax,  writedown  related to the asset backed  securities during the fourth
quarter of 1998.

In June 1999,  CFS ceased  operations  at which time the Company  recognized  an
additional $42,  after-tax,  writedown.  In August 1999, the Company sold all of
its CFS holdings at a nominal gain,  recovering its June 30, 1999 amortized cost
of $34.

(d)      Tax Matters

The Hartford's  federal income tax returns are routinely audited by the Internal
Revenue Service.  Management  believes that adequate  provision has been made in
the financial  statements  for items that may result from tax  examinations  and
other tax related matters.

NOTE 4.  SEGMENT INFORMATION

The Hartford's reporting segments consist of Commercial,  Personal, Reinsurance,
Life,  International and Other  Operations.  While the measure of profit or loss
used by The Hartford's management in evaluating performance is core earnings for
the Life, International and Other Operations segments, the Commercial,  Personal
and Reinsurance  segments are evaluated by The Hartford's  management  primarily
based upon  underwriting  results.  The  Hartford  defines  "core  earnings"  as
after-tax  operational  results excluding,  as applicable,  net realized capital
gains  or  losses,  the  cumulative  effect  of  accounting  changes,  allocated
Distribution  items  (for  additional  information,  see  Note  16 of  Notes  to
Consolidated  Financial  Statements  included in The  Hartford's  1998 Form 10-K
Annual Report) and certain other items. Core earnings is an internal performance
measure  used by the  Company in the  management  of its  operations.  While not
considered  a segment,  the Company  also reports and  evaluates  core  earnings
results for North  American  Property & Casualty,  which  includes  the combined
underwriting results of the Commercial, Personal and Reinsurance segments, along
with income and expense items not directly  allocable to these  segments such as
net  investment  income.  Included in core earnings for Other  Operations is the
effect  of an  approximate  19%  minority  interest  in  Hartford  Life,  Inc.'s
operating results.

                                     - 8 -
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4.  SEGMENT INFORMATION (continued)

The following tables present revenues and core earnings.  Revenues are presented
by  segment  and for total  North  American  Property &  Casualty.  Underwriting
results are presented for the  Commercial,  Personal and  Reinsurance  segments,
while core earnings are presented for North American Property & Casualty and the
segments of Life, International and Other Operations.

<TABLE>
<CAPTION>
Revenues
                                                                               Third Quarter Ended           Nine Months Ended
                                                                                  September 30,                September 30,
                                                                           ---------------------------------------------------------
                                                                               1999          1998           1999          1998
                                                                           ---------------------------------------------------------
<S>                                                                        <C>           <C>           <C>            <C>
Earned premiums and other considerations
  Commercial                                                               $      852    $      851    $    2,456     $    2,569
  Personal                                                                        634           572         1,859          1,667
  Reinsurance                                                                     179           215           516            527
- ------------------------------------------------------------------------------------------------------------------------------------
   North American Property & Casualty earned premiums and other
     considerations                                                             1,665         1,638         4,831          4,763
   Net investment income                                                          209           210           636            618
   Net realized capital gains                                                      --            --            22            121
- ------------------------------------------------------------------------------------------------------------------------------------
North American Property & Casualty                                              1,874         1,848         5,489          5,502
Life                                                                            1,420         1,287         4,112          3,846
International                                                                     114           465           382          1,389
Other Operations                                                                   36            40           109            124
- ------------------------------------------------------------------------------------------------------------------------------------
      Total revenues                                                       $    3,444    $    3,640    $   10,092     $   10,861
====================================================================================================================================
</TABLE>


<TABLE>
<CAPTION>
Core Earnings
                                                                               Third Quarter Ended           Nine Months Ended
                                                                                  September 30,                September 30,
                                                                           ---------------------------------------------------------
                                                                               1999          1998           1999          1998
                                                                           ---------------------------------------------------------
<S>                                                                        <C>           <C>           <C>            <C>
Underwriting results
  Commercial                                                               $      (32)   $      (51)   $     (127)    $     (207)
  Personal                                                                        (14)           32            31             78
  Reinsurance                                                                     (35)          (18)          (44)           (30)
- ------------------------------------------------------------------------------------------------------------------------------------
     North American Property & Casualty underwriting results                      (81)          (37)         (140)          (159)
     Net investment income                                                        209           210           636            618
     Income taxes and other expenses                                              (42)          (61)         (175)          (132)
- ------------------------------------------------------------------------------------------------------------------------------------
North American Property & Casualty                                                 86           112           321            327
Life                                                                              119           100           339            278
International                                                                       4             9            16             35
Other Operations                                                                  (22)          (17)          (60)           (49)
- ------------------------------------------------------------------------------------------------------------------------------------
      Total core earnings                                                         187           204           616            591
     Net realized capital gains (losses), after-tax                                (1)           10            23            123
- ------------------------------------------------------------------------------------------------------------------------------------
      Net income                                                           $      186    $      214    $      639     $      714
====================================================================================================================================
</TABLE>

                                     - 9 -
<PAGE>
Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

   (Dollar amounts in millions except per share data unless otherwise stated)

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  ("MD&A")  addresses  the  financial  condition of The Hartford as of
September  30,  1999,  compared  with  December  31,  1998,  and its  results of
operations  for the third  quarter  and nine  months  ended  September  30, 1999
compared with the equivalent  1998 periods.  This  discussion  should be read in
conjunction  with the MD&A  included  in The  Hartford's  1998 Form 10-K  Annual
Report.

Certain of the statements  contained herein (other than statements of historical
fact) are forward-looking  statements.  Such forward-looking 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 upon The
Hartford.  There  can  be no  assurance  that  future  developments  will  be in
accordance  with  management's   expectations  or  that  the  effect  of  future
developments  on The Hartford will be those  anticipated by  management.  Actual
results could differ  materially from those expected by The Hartford,  depending
on  the  outcome  of  certain  factors,   including  those  described  with  the
forward-looking statements herein.

Certain  reclassifications have been made to prior year financial information to
conform to the current year presentation.

INDEX

Consolidated Results of Operations: Operating Summary          10
North American Property & Casualty                             12
Commercial                                                     12
Personal                                                       12
Reinsurance                                                    13
Life                                                           13
International                                                  14
Other Operations                                               14
Environmental and Asbestos Claims                              15
Investments                                                    16
Capital Markets Risk Management                                18
Capital Resources and Liquidity                                19
Regulatory Initiatives and Contingencies                       20
Accounting Standards                                           21


CONSOLIDATED RESULTS OF OPERATIONS:  OPERATING SUMMARY

<TABLE>
<CAPTION>
Operating Summary                                                               Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
Total revenues                                                              $    3,444    $    3,640     $   10,092     $   10,861
- ------------------------------------------------------------------------------------------------------------------------------------
Net income                                                                  $      186    $      214     $      639     $      714
Less:  Net realized capital gains (losses), after-tax                               (1)           10             23            123
- ------------------------------------------------------------------------------------------------------------------------------------
Core earnings                                                               $      187    $      204     $      616     $      591
====================================================================================================================================
</TABLE>

The Hartford defines "core earnings" as after-tax operational results excluding,
as applicable,  net realized capital gains or losses,  the cumulative  effect of
accounting changes,  allocated  Distribution items (for additional  information,
see  Note 16 of Notes  to  Consolidated  Financial  Statements  included  in The
Hartford's 1998 Form 10-K Annual Report) and certain other items.  Core earnings
is an internal  performance measure used by the Company in the management of its
operations.  Management  believes that this performance  measure  delineates the
results of  operations  of the  Company's  ongoing  businesses  in a manner that
allows for a better  understanding  of the  underlying  trends in the  Company's
current business.  However, core earnings should only be analyzed in conjunction
with,  and not in lieu  of,  net  income  and may  not be  comparable  to  other
performance measures used by the Company's competitors.

Revenues  for the  third  quarter  and nine  months  ended  September  30,  1999
decreased $196, or 5%, and $769, or 7%, respectively,  over the comparable prior
year  periods,  primarily  as a  result  of the  November  1998  sale of  United
Kingdom-based  London & Edinburgh  Insurance Group, Ltd. ("London & Edinburgh"),
which  was The  Hartford's  largest  international  subsidiary,  and  lower  net
realized  capital gains  (losses),  partially  offset by premium growth in North
American  Property & Casualty and Life. (For an analysis of net realized capital
gains (losses), see the Investments section.)

Core earnings  decreased $17, or 8%, for the third quarter and increased $25, or
4%, for the nine months ended  September 30, 1999,  compared with the same prior
year  periods.  The  decrease  for the quarter was due  primarily  to  increased
underwriting losses,  primarily the result of higher catastrophe losses in North
American  Property  &  Casualty,  partially  offset by higher  fee income in the
Investment  Products  operation  of the Life  segment as a result of  increasing
account values.  The increase for the nine month period was the result of higher
fee income in the Investment  Products  operation and lower catastrophe  losses,

                                     - 10 -
<PAGE>
partially offset by a decrease in International earnings as a result of the sale
of London & Edinburgh.

The effective  tax rates for the third  quarter and nine months ended  September
30, 1999 were 18% and 22%,  respectively,  compared  to 26% for both  comparable
periods in 1998.  The decrease in the  effective  tax rates for the 1999 periods
was primarily due to an increase in the  proportionate  share of tax-exempt  net
investment  income to total pre-tax income for the third quarter and nine months
ended  September 30, 1999 compared with the same prior year periods.  Tax-exempt
interest  earned on invested  assets was the  principal  cause of effective  tax
rates lower than the 35% U.S.
statutory rate.

Segment Results

The Hartford's reporting segments consist of Commercial,  Personal, Reinsurance,
Life,  International and Other  Operations.  While the measure of profit or loss
used by The Hartford's management in evaluating performance is core earnings for
the Life, International and Other Operations segments, the Commercial,  Personal
and Reinsurance  segments are evaluated by The Hartford's  management  primarily
based upon  underwriting  results.  While not considered a segment,  the Company
also reports and evaluates core earnings  results for North American  Property &
Casualty,  which include the combined  underwriting  results of the  Commercial,
Personal  and  Reinsurance  segments,  along with income and  expense  items not
directly  allocable  to these  segments  such as net  investment  income.  Other
Operations  include  operations  which have ceased  writing new  business.  Also
included  in Other  Operations  is the  effect of an  approximate  19%  minority
interest in Hartford Life, Inc.'s ("HLI") operating results.

The  following  is a summary of  underwriting  results by segment  within  North
American Property & Casualty.  Underwriting  results  represent  premiums earned
less incurred claims, claim adjustment expenses and underwriting expenses.



<TABLE>
<CAPTION>
Underwriting Results                                                            Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
Commercial                                                                  $      (32)   $      (51)    $     (127)    $     (207)
Personal                                                                           (14)           32             31             78
Reinsurance                                                                        (35)          (18)           (44)           (30)
- ------------------------------------------------------------------------------------------------------------------------------------
 Total                                                                      $      (81)   $      (37)    $     (140)    $     (159)
====================================================================================================================================
</TABLE>

The following is a summary of core earnings and net income.

<TABLE>
<CAPTION>
Core earnings                                                                   Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
North American Property & Casualty                                          $       86    $      112     $      321     $      327
Life                                                                               119           100            339            278
International                                                                        4             9             16             35
Other Operations                                                                   (22)          (17)           (60)           (49)
- ------------------------------------------------------------------------------------------------------------------------------------
   Core earnings                                                            $      187    $      204     $      616     $      591
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
Net income                                                                      Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
North American Property & Casualty                                          $       86    $      112     $      335     $      405
Life                                                                               119           100            339            278
International                                                                        3            18             26             78
Other Operations                                                                   (22)          (16)           (61)           (47)
- ------------------------------------------------------------------------------------------------------------------------------------
   Net income                                                               $      186    $      214     $      639     $      714
====================================================================================================================================
</TABLE>

An  analysis  of the  operating  results  summarized  above,  is included on the
following pages. Environmental and Asbestos Claims and Investments are discussed
in separate sections.

                                     - 11 -
<PAGE>

NORTH AMERICAN PROPERTY & CASUALTY

<TABLE>
<CAPTION>
Operating Summary                                                               Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
Total revenues                                                              $    1,874    $    1,848     $    5,489     $    5,502
- ------------------------------------------------------------------------------------------------------------------------------------
Net income                                                                  $       86    $      112     $      335     $      405
Less:  Net realized capital gains, after-tax                                        --            --             14             78
- ------------------------------------------------------------------------------------------------------------------------------------
Core earnings                                                               $       86    $      112     $      321     $      327
====================================================================================================================================
</TABLE>

Revenues  for North  American  Property & Casualty  increased  $26 for the third
quarter and decreased $13 for the nine months ended  September 30, 1999 compared
with the same  prior  year  periods.  The  increase  for the third  quarter  was
primarily due to a $27 increase in earned premiums and other considerations. For
the nine month  period,  the  decrease  was due to a $99  decline in pre-tax net
realized  capital  gains,  $55 of proceeds in the first quarter of 1998 from the
sale of renewal rights and other  considerations  related to the Industrial Risk
Insurance  pool ("IRI  transaction"),  partially  offset by a $123  increase  in
earned  premiums and other  considerations  and higher net investment  income of
$18. Core earnings  decreased  $26, or 23%, for the third quarter and $6, or 2%,
for the nine months ended  September  30, 1999 compared with the same periods in
1998.  The decrease  for the quarter was  primarily  due to adverse  catastrophe
losses  totaling  $61,  after-tax,  for the  quarter  ended  September  30, 1999
compared  to $40,  after-tax,  for the same  period in 1998.  For the nine month
period,  the  decrease  was  primarily  the result of proceeds  received in 1998
related to the IRI  transaction  and an increase in  non-underwriting  expenses,
partially  offset by higher net  investment  income and changes in  underwriting
results as discussed below.


COMMERCIAL

<TABLE>
<CAPTION>
Operating Summary                                                               Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
- --------------------------------------------------------------------------- -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
Written premiums                                                            $      808    $      795     $    2,369     $    2,421
Underwriting results                                                        $      (32)   $      (51)    $     (127)    $     (207)
Combined ratio                                                                   104.7         106.6           105.5          108.1
====================================================================================================================================
</TABLE>

Commercial  written  premiums  increased  $13, or 2%, for the third  quarter and
decreased $52, or 2%, for the nine months ended September 30, 1999 compared with
the same periods in 1998.  The increase for the third  quarter was primarily due
to  continued  solid  growth in the small  commercial  businesses,  with  Select
Customer up 15% and Commercial Affinity up 22%. Partially offsetting this growth
were decreases in mid-market  standard commercial business (Key Accounts) of 11%
and  Major/National  Accounts  of 2%. For the nine month  period,  increases  in
Select  Customer of 13% and Commercial  Affinity of 22% were more than offset by
decreases  in Key Accounts of 11%,  Major/National  Accounts of 15% and Other of
7%. Enhanced product offerings,  targeted geographic strategies and partnerships
with  other  entities  continued  to  be  the  primary  drivers  of  the  growth
businesses.  The declines in middle and large commercial markets continued to be
attributable  to the  highly  competitive  marketplace  and  reaction  to  price
increases by The Hartford.

Underwriting  results improved $19, or 1.9 combined ratio points,  for the third
quarter  and $80,  or 2.6  combined  ratio  points,  for the nine  months  ended
September 30, 1999 compared with the same prior year periods. The improvement in
underwriting results for both periods was primarily the result of favorable loss
and loss expense due to continued underwriting  discipline across the Commercial
segment.  Partially  offsetting the  improvement  for the quarter were increased
catastrophe  related losses of $22, or 2.6 combined  ratio points.  For the nine
month period, loss reserves  established in the first quarter of 1998 as part of
the sale of IRI also contributed to the increase.

PERSONAL

<TABLE>
<CAPTION>
Operating Summary                                                               Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
- --------------------------------------------------------------------------- -------------- -------------- -------------- -----------
<S>                                                                        <C>            <C>            <C>            <C>
Written premiums                                                           $       651    $      578     $    1,846     $    1,658
Underwriting results                                                       $       (14)   $       32     $       31     $       78
Combined ratio                                                                   102.5          94.4           99.9           95.3
====================================================================================================================================
</TABLE>

Personal written premiums increased $73, or 13%, for the third quarter and $188,
or 11%, for the nine months ended  September 30, 1999 over the comparable  prior
year  periods.  Written  premiums  for  Agency,  including  Omni  and  Affinity,
increased $57 for the quarter and $139 for the nine month  period,  contributing
10% and 8%, respectively, to the segment's growth.

                                     - 12 -
<PAGE>
In the third quarter of 1999,  non-standard automobile coverage through Omni was
introduced in three additional states and is now available in 27 states, up from
13 at the time of  Omni's  acquisition  in 1998.  Also,  AARP  written  premiums
increased  $16, or 5%, for the quarter and $49, or 5%, for the nine month period
contributing 3% to the segments growth in both periods.

Underwriting  results  decreased $46, or 144%, for the third quarter and $47, or
60%, for the nine months ended September 30, 1999 with a corresponding 8.1 point
increase in the combined  ratio for the quarter and a 4.6 point increase for the
nine month period compared with 1998. The decrease in  underwriting  results and
related  increase in the combined ratio was principally  driven by expenses,  up
4.2 points for the quarter and 2.9 points for the nine  months  ended  September
30, 1999  compared to 1998 and  catastrophe  experience  which  contributed  3.0
points to the  increase in combined  ratio for the quarter and 0.1 points to the
increase  for the nine month  period  compared  to 1998.  Underwriting  expenses
increased due to  investments in  alternative  distribution  channels and growth
initiatives,  in addition to increased commission expense related to the premium
growth  from  independent  agents.  Loss  adjustment  expense  increased  due to
investments in claim initiatives to lower overall loss costs.


REINSURANCE

<TABLE>
<CAPTION>
Operating Summary                                                               Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
- --------------------------------------------------------------------------- -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
Written premiums                                                            $      169    $      212     $      561     $      537
Underwriting results                                                        $      (35)   $      (18)    $      (44)    $      (30)
Combined ratio                                                                   119.8         108.3          108.1          106.6
====================================================================================================================================
</TABLE>

Reinsurance  written  premiums  decreased $43, or 20%, for the third quarter and
increased $24, or 4%, for the nine months ended September 30, 1999 compared with
the  same  prior  year  periods.  The  decrease  was  primarily  due to a single
finite-risk  account  in excess of $70  written  in the third  quarter  of 1998.
Excluding  this  transaction,  premiums  increased  $27,  or 19%,  for the third
quarter and $94, or 20%, for the nine months ended  September  30, 1999 compared
with the same  periods in 1998.  This  increase was  primarily  due to the first
quarter 1999 acquisition of renewal rights to the ongoing  reinsurance  business
of Vesta Fire  Insurance  Corp.,  a  subsidiary  of Vesta  Insurance  Group Inc.
Underwriting  results  decreased  $17, or 94%, for the third quarter and $14, or
47%,  for the nine months ended  September  30, 1999 with a  corresponding  11.5
point  increase in the combined  ratio for the quarter and a 1.5 point  increase
for the nine month  period  compared  with 1998.  The  decrease in  underwriting
results for both periods was due primarily to  unfavorable  development in prior
underwriting year losses concentrated in a few classes of business. The increase
in the combined ratio for both periods reflected the unfavorable  development in
addition to an increase in commissions  due to a shift to pro rata business as a
result of the Vesta acquisition.

LIFE

<TABLE>
<CAPTION>
Operating Summary [1]                                                           Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
Total revenues                                                              $    1,420    $    1,287     $    4,112     $    3,846
- ------------------------------------------------------------------------------------------------------------------------------------
Net income                                                                  $      119    $      100     $      339     $      278
Less:  Net realized capital gains, after-tax                                        --            --             --             --
- ------------------------------------------------------------------------------------------------------------------------------------
Core earnings                                                               $      119    $      100     $      339     $      278
====================================================================================================================================
<FN>
[1]   Life  results are  presented  before the effect of the  approximately  19%
      minority interest in HLI, which is reflected in Other Operations.
</FN>
</TABLE>

Revenues in the Life segment  increased  $133,  or 10%, and $266, or 7%, for the
third quarter and nine months ended September 30, 1999, as compared to the third
quarter and nine months ended  September 30, 1998,  respectively.  This increase
was primarily  attributable to the Investment  Products operation where revenues
increased $70, or 16%, and $162, or 12%, respectively,  over the comparable 1998
periods due to a substantial  increase in the aggregate  fees earned as a result
of increased assets under management.  Investment Products' average assets under
management increased $18.5 billion, or 25%, to $92.7 billion as of September 30,
1999 from $74.2  billion as of  September  30,  1998 due to strong net cash flow
(new sales less surrenders) related primarily to the individual variable annuity
and mutual fund operations, as well as equity market appreciation.  In addition,
revenues in the Employee Benefits operation,  excluding buyouts,  increased $52,
or 12%, and $122, or 9%, for the third  quarter and nine months ended  September
30, 1999, as compared to the third  quarter and nine months ended  September 30,
1998,  respectively,  as a result of  strong  sales  and  persistency.  However,
Corporate  Owned Life  Insurance  ("COLI")  revenues  for the nine months  ended
September 30, 1999 compared to the equivalent 1998 period  decreased $32, or 5%,
primarily due to revenues associated with significant sales in the first quarter
of 1998.

The  increase in core  earnings of $19, or 19%,  and $61, or 22%,  for the third
quarter and nine months ended September 30, 1999,

                                     - 13 -
<PAGE>
respectively,  compared  to the  equivalent  prior year  periods  was  primarily
related to growth in  Investment  Products,  as well as  increased  earnings  in
Individual Life, Employee Benefits and COLI.  Investment Products' core earnings
increased  $16, or 24%, and $48, or 25%,  for the third  quarter and nine months
ended September 30, 1999,  respectively,  compared to the equivalent  prior year
periods,  as a result of higher  fee income  earned on  increased  assets  under
management  due  to  strong  net  cash  flow  and  equity  market  appreciation.
Individual  Life's  core  earnings  increased  $2,  or  12%,  and  $6,  or  13%,
respectively,  compared to the prior year  periods,  primarily  due to continued
growth in  variable  life  account  values.  Employee  Benefits'  core  earnings
increased $2, or 11%, and $6, or 12%,  respectively,  compared to the prior year
periods  as a result of  increased  premium  revenues,  excluding  buyouts,  and
increased  after-tax net investment income. Core earnings for COLI increased $2,
or 33%,  for the  third  quarter  and $4,  or 22%,  for the  nine  months  ended
September 30, 1999 over the  comparable  prior year periods due to increased fee
income  associated  with growth in variable  COLI  account  values and  earnings
associated  with MBL  business.  (For a  discussion  of the MBL  Recapture,  see
"Acquisitions"  under  the  Capital  Resources  and  Liquidity  section  in  The
Hartford's 1998 Form 10-K Annual Report.)

INTERNATIONAL

<TABLE>
<CAPTION>
Operating Summary                                                               Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
Total revenues                                                              $      114    $      465     $      382     $    1,389
- ------------------------------------------------------------------------------------------------------------------------------------
Net income                                                                  $        3    $       18     $       26     $       78
Less:  Net realized capital gains (losses), after-tax                               (1)            9             10             43
- ------------------------------------------------------------------------------------------------------------------------------------
Core earnings                                                               $        4    $        9     $       16     $       35
====================================================================================================================================
</TABLE>

International  segment  operating results for 1998 included  operating  activity
from London & Edinburgh, which was sold on November 16, 1998. Excluding London &
Edinburgh, International revenues decreased $9, or 7%, for the third quarter and
$16, or 4%, for the nine months  ended  September  30, 1999 over the  comparable
periods in 1998.  The  decrease was  primarily  due to a decline in net realized
capital  gains of $11, or 137%,  for the third  quarter and $38, or 73%, for the
nine months ended September 30, 1999 compared with the prior year periods.  (For
an  analysis  of net  realized  capital  gains  (losses),  see  the  Investments
section.) Also contributing to the decrease for the third quarter was a negative
foreign  exchange  impact on  revenues of $6,  primarily  due to weakness in the
Dutch guilder and Spanish peseta versus the prior year. Partially offsetting the
decrease in both  periods  was an increase in earned  premiums of $5, or 5%, for
the third  quarter and $24, or 8%, for the nine months ended  September 30, 1999
due to continued  growth in automobile  business at Hartford  Seguros  (formerly
Ercos) in Spain  and,  for the nine  month  period,  growth  in health  and life
business at  Zwolsche  in the  Netherlands.  Foreign  exchange  impacts on total
revenues were not material for the nine months ended September 30, 1999 compared
to the same period in 1998.

Excluding  London  &  Edinburgh,  core  earnings  for the  third  quarter  ended
September 30, 1999  decreased  $3, or 43%,  compared to the same period of 1998,
primarily due to a higher loss ratio in Spain, higher non-underwriting  expenses
and costs  associated with  implementing  the Euro currency  requirements in the
Netherlands.  For the nine month period ended September 30, 1999, core earnings,
excluding  London & Edinburgh,  decreased $5, or 24%, over the  comparable  1998
period.  The  decrease  was due to  higher  loss  ratios in  automobile  in each
operating location and lower net investment income in the European operations as
a result of a decrease  in  interest  rates.  Foreign  exchange  impacts on core
earnings for the third quarter and nine months ended September 30, 1999 were not
material when compared to the same periods in 1998.

OTHER OPERATIONS

<TABLE>
<CAPTION>
Operating Summary                                                               Third Quarter Ended            Nine Months Ended
                                                                                   September 30,                 September 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                1999           1998           1999           1998
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
Total revenues                                                              $       36    $       40     $      109     $      124
- ------------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                                           $      (22)   $      (16)    $      (61)    $      (47)
Less:  Net realized capital gains (losses), after-tax                               --             1             (1)             2
- ------------------------------------------------------------------------------------------------------------------------------------
Core earnings                                                               $      (22)   $      (17)    $      (60)    $      (49)
====================================================================================================================================
</TABLE>

Other  Operations  consist of property and casualty  operations  of The Hartford
which  have  discontinued  writing  new  business  as well as the  effect  of an
approximate 19% minority interest in HLI's operating results.

Revenues  decreased  $4, or 10%, for the third  quarter and $15, or 12%, for the
nine months ended  September  30, 1999  compared to the same prior year periods.
The  decrease  in  revenues  is  consistent  with  the  runoff  nature  of these
operations.  Excluding minority  interest,  year to date core earnings were flat
compared to earnings from the prior year.

                                     - 14 -
<PAGE>
ENVIRONMENTAL AND ASBESTOS CLAIMS

The Hartford  continues to receive claims asserting  damages from  environmental
exposures and for injuries from asbestos and asbestos-related  products, both of
which affect North American Property & Casualty along with the International and
Other Operations  segments.  Environmental  claims relate primarily to pollution
and related  clean-up  costs.  With regard to these claims,  uncertainty  exists
which  impacts the ability of insurers and  reinsurers  to estimate the ultimate
reserves for unpaid losses and related settlement  expenses.  The Hartford finds
that  conventional  reserving  techniques  cannot  estimate the ultimate cost of
these  claims  because  of  inadequate  development  patterns  and  inconsistent
emerging legal doctrine. For the majority of environmental claims and many types
of asbestos claims,  unlike any other type of contractual claim, there is almost
no agreement or consistent  precedent to determine what, if any, coverage exists
or which, if any, policy years and insurers or reinsurers may be liable. Further
uncertainty arises with  environmental  claims since claims are often made under
policies,  the existence of which may be in dispute, the terms of which may have
changed over many years,  which may or may not provide for legal defense  costs,
and which may or may not contain  environmental  exclusion  clauses  that may be
absolute or allow for fortuitous events. Courts in different  jurisdictions have
reached disparate  conclusions on similar issues and in certain  situations have
broadened the  interpretation  of policy coverage and liability issues. In light
of the extensive claim settlement process for environmental and asbestos claims,
involving  comprehensive fact gathering,  subject matter expertise and intensive
litigation, The Hartford established an environmental claims facility in 1992 to
defend itself aggressively against unwarranted claims and to minimize costs.

Within the property and casualty insurance  industry,  progress has been made in
developing sophisticated, alternative methodologies utilizing company experience
and supplemental  databases to assess  environmental  and asbestos  liabilities.
Consistent with The Hartford's practice of using the best techniques to estimate
the Company's  environmental  and asbestos  exposures,  a study was conducted in
1996  utilizing  internal  staff  supplemented  by outside  legal and  actuarial
consultants.  Use of these new methodologies  resulted in The Hartford adjusting
its  environmental  and asbestos  liabilities in the third quarter of 1996. (For
additional information, see The Hartford's 1998 Form 10-K Annual Report.)

Reserve  activity for both reported and  unreported  environmental  and asbestos
claims,  including  reserves for legal defense costs,  for the nine months ended
September 30, 1999 and the year ended  December 31, 1998, was as follows (net of
reinsurance):



<TABLE>
<CAPTION>
                        Environmental and Asbestos Claims
                      Claims and Claim Adjustment Expenses

                                                               Nine Months Ended                           Year Ended
                                                              September 30, 1999                        December 31, 1998
                                                    ---------------------------------------- ---------------------------------------
                                                     Environmental    Asbestos     Total      Environmental    Asbestos     Total
                                                    ---------------- ----------- ----------- ---------------- ----------- ----------
<S>                                                 <C>               <C>        <C>         <C>               <C>        <C>
 Beginning liability                                $      1,144      $   648    $    1,792  $      1,312      $     688  $   2,000
 Claims and claim adjustment expenses incurred                 9            4            13            --              6          6
 Claims and claim adjustment expenses paid                  (142)         (37)         (179)         (150)           (64)      (214)
 Other [1]                                                    --           --            --           (18)            18         --
 -------------------------------------------------- -- -------------- - -------- -- -------- -- -------------- -- ------- -- -------
 Ending liability [2]                               $      1,011      $   615    $    1,626  $      1,144      $     648  $   1,792
 ================================================== == ============== = ======== == ======== == ============== == ======= == =======
<FN>
[1]   Other   represents   reclassifications   of  beginning   reserves  between
      environmental and asbestos for December 31, 1998.
[2]   The ending  liabilities  are net of reinsurance on reported and unreported
      claims of $1,519 and $1,711 for  September 30, 1999 and December 31, 1998,
      respectively.  Gross of  reinsurance as of September 30, 1999 and December
      31, 1998,  reserves for  environmental and asbestos were $1,635 and $1,510
      and $1,850 and $1,653, respectively.
</FN>
</TABLE>


The Hartford  believes that the  environmental and asbestos reserves recorded at
September 30, 1999 are a reasonable estimate of the ultimate remaining liability
for these claims based upon known facts,  current assumptions and The Hartford's
methodologies.  Future social,  economic,  legal or legislative developments may
alter the original  intent of policies  and the scope of coverage.  The Hartford
will  continue to evaluate new  developments  and  methodologies  as they become
available for use in supplementing  the Company's ongoing analysis and review of
its environmental and asbestos  exposures.  These future reviews may result in a
change in reserves, impacting The Hartford's results of operations in the period
in which the reserve estimates are changed.  While the effects of future changes
in facts,  legal and other issues could have a material effect on future results
of  operations,  The Hartford does not expect such changes would have a material
effect on its liquidity or financial condition.

                                     - 15 -
<PAGE>
INVESTMENTS

An  important  element of the  financial  results of The  Hartford  is return on
invested assets. The Hartford's  investment activities are divided between North
American Property & Casualty,  Life,  International  and Other  Operations.  The
investment  portfolios are managed based on the underlying  characteristics  and
nature of each operation's respective liabilities and managed within established
risk  parameters.  (For a  further  discussion  on The  Hartford's  approach  to
managing risks, see the Capital Markets Risk Management section.)

Please refer to The Hartford's 1998 Form 10-K Annual Report for a description of
the Company's investment objectives and policies.

NORTH AMERICAN PROPERTY & CASUALTY

Total  invested  assets  were  $14.6  billion  at  September  30,  1999 and were
comprised of fixed  maturities of $13.6 billion and other  investments  of $963,
primarily equity securities.

                    Fixed Maturities by Type
- -----------------------------------------------------------------
                           September 30, 1999 December 31, 1998
- -----------------------------------------------------------------
Type                      Fair Value Percent Fair Value  Percent
- -----------------------------------------------------------------

Municipal - tax-exempt      $  8,249   60.6%  $  8,804    61.5%
Corporate                      2,043   15.0%     2,119    14.8%
Commercial MBS                   857    6.3%       834     5.8%
Gov't/Gov't agencies - For.      596    4.4%       501     3.5%
MBS - agency                     493    3.6%       348     2.4%
ABS                              445    3.3%       500     3.5%
CMO                              279    2.0%       415     2.9%
Gov't/Gov't agencies - U.S.       37    0.3%        46     0.3%
Municipal - taxable               18    0.1%        24     0.2%
Short-term                       495    3.6%       663     4.6%
Redeemable preferred stock       104    0.8%        65     0.5%
- -----------------------------------------------------------------
   Total fixed maturities   $ 13,616  100.0%  $ 14,319   100.0%
- -----------------------------------------------------------------

The  taxable  equivalent  duration  of the  September  30,  1999 fixed  maturity
portfolio was 5.2 years  compared to 4.8 years at December 31, 1998.  The change
in taxable  equivalent  duration  was  primarily  due to the  purchase of longer
duration  securities and an increase in interest  rates.  Duration is defined as
the market price  sensitivity  of the portfolio to parallel  shifts in the yield
curve.

Investment Results

The table below summarizes North American Property & Casualty's results.

                             Third Quarter     Nine Months Ended
                          Ended September 30,    September 30,
                          -------------------  -------------------
                            1999      1998       1999      1998
- ------------------------- --------- ---------- --------- ---------
Net investment income,
  before-tax             $   209   $   210    $  636    $   618
Net investment income,
  after-tax [1]          $   169   $   166    $  512    $   492
Yield on average
  invested assets,           5.8%      5.9%      5.9%       5.8%
  before-tax [2]
Yield on average
  invested assets,           4.7%      4.7%      4.7%       4.6%
  after-tax [1] [2]
Net realized capital
  gains, before-tax      $    --   $    --    $   22    $   121
- ------------------------------------------------------------------
[1]   Due to the significant holdings in tax-exempt  investments,  after-tax net
      investment income and after-tax yield are also included.
[2]   Represents  annualized  net  investment  income  (excluding  net  realized
      capital gains (losses))  divided by average invested assets at cost (fixed
      maturities at amortized cost).

For the third quarter ended September 30, 1999, before-tax income was relatively
flat compared to the same period in 1998, while after-tax net investment  income
increased 2% to $169. For the nine months ended  September 30, 1999,  before-tax
income  increased 3% to $636 while after-tax  income increased 4% to $512. These
increases were  primarily due to an increase in income from limited  partnership
investments, as well as the reallocation of assets in the fourth quarter of 1998
from equities to fixed  maturities,  which also positively  impacted both before
and after-tax  yields.  After-tax net investment income for the quarter and nine
months was also favorably  impacted by the fourth quarter 1998  reallocation  of
assets from taxable bonds to tax-exempt bonds.

For the nine months  ended  September  30,  1999,  net  realized  capital  gains
included a $9, after-tax,  impairment of asset backed securities securitized and
serviced by Commercial  Financial Services Inc. ("CFS"). The CFS securities were
sold in August of 1999 at a nominal gain.  (For  additional  information on CFS,
see Note 3 of Notes to Consolidated  Financial Statements under  "Investments".)
Net  realized  capital  gains  for the  nine  month  period  decreased  from the
respective prior year period,  primarily as a result of  opportunities  taken in
1998 as a result of a strong equity market.

LIFE

Invested assets, excluding separate accounts, totaled $21.6 billion at September
30, 1999 and were comprised of $16.8 billion of fixed  maturities,  $4.3 billion
of policy loans, and other  investments of $542. Policy loans are secured by the
cash value of the life  policy and do not mature in a  conventional  sense,  but
expire  in  conjunction  with  the  related  policy  liabilities.  Policy  loans
decreased by $2.4 billion from  December 31, 1998,  as a result of the declining
block of leveraged COLI business.

                    Fixed Maturities by Type
- -----------------------------------------------------------------
                           September 30, 1999 December 31, 1998
- -----------------------------------------------------------------
Type                       Fair Value Percent Fair Value Percent
- -----------------------------------------------------------------

Corporate                   $  8,000   47.6%  $  7,898    44.6%
ABS                            2,514   15.0%     2,465    13.9%
Commercial MBS                 2,048   12.2%     2,036    11.5%
Municipal - tax-exempt         1,027    6.1%       916     5.2%
MBS - agency                     876    5.2%       503     2.9%
CMO                              645    3.8%       831     4.7%
Gov't/Gov't agencies - For.      401    2.4%       530     3.0%
Gov't/Gov't agencies - U.S.      241    1.4%       166     0.9%
Municipal - taxable              166    1.0%       223     1.3%
Short-term                       837    5.0%     2,119    12.0%
Redeemable preferred stock        47    0.3%         5     --
- -----------------------------------------------------------------
   Total fixed maturities   $ 16,802  100.0%  $ 17,692   100.0%
- -----------------------------------------------------------------

Short-term securities declined primarily as a result of the funding of scheduled
liability maturities and reallocation into other asset sectors.

INVESTMENT RESULTS

The table below summarizes the Life segment's results.

                                     - 16 -
<PAGE>
                             Third Quarter     Nine Months Ended
                          Ended September 30,    September 30,
                          -------------------  -------------------
(before-tax)                1999      1998       1999      1998
- ------------------------- --------- ---------- --------- ---------
Net investment income -
 Excluding policy loans  $   291   $   294    $   865   $   876
Policy loan income            90        99        298       309
                           ---------------------------------------
Net investment income -
  total                      381       393      1,163     1,185
Yield on average
  invested assets [1]        6.9%      7.5%       6.7%      7.6%
Net realized capital     $    (5)  $    --    $    (5)  $    --
  (losses)
- ------------------------------------------------------------------
[1]   Represents  annualized  net  investment  income  (excluding  net  realized
      capital gains (losses))  divided by average invested assets at cost (fixed
      maturities at amortized cost).

Net investment  income for the third quarter and nine months ended September 30,
1999 decreased 3% and 2%,  respectively,  compared to the equivalent  prior year
periods.  Yield on average  invested assets declined 0.6% and 0.9% for the third
quarter and nine months ended September 30, 1999, respectively. This decline was
the result of a decrease in policy loan  weighted-average  interest rates, which
declined to 7.9% as of September  30, 1999 from 11.0% as of September  30, 1998,
combined with an increase in average policy loan balances.

For the nine months ended September 30, 1999, net realized  capital gains on the
sale  of  equity  securities  and  fixed  maturities  partially  offset  a  $32,
after-tax,  impairment of  asset-backed  securities  securitized and serviced by
CFS.  The CFS  securities  were sold in August of 1999 at a nominal  gain.  (For
additional information on CFS, see Note 3 of Notes to the Consolidated Financial
Statements under "Investments".)

INTERNATIONAL

Invested assets, excluding separate accounts, were $1.1 billion at September 30,
1999 and were  comprised of fixed  maturities of $738 and other  investments  of
$345, primarily equity securities.

                    Fixed Maturities by Type
- ------------------------------------------------------------------
                           September 30, 1999 December 31, 1998
- -----------------------------------------------------------------
Type                       Fair Value Percent  Fair Value Percent
- -----------------------------------------------------------------

Gov't/Gov't agencies - For. $    503   68.1%  $    611    72.4%
Corporate                        146   19.8%       109    12.9%
Short-term                        89   12.1%       124    14.7%
- -----------------------------------------------------------------
   Total fixed maturities   $    738  100.0%  $    844   100.0%
- -----------------------------------------------------------------

INVESTMENT RESULTS

The table below summarizes the International segment's results.

                             Third Quarter     Nine Months Ended
                          Ended September 30,    September 30,
                          -------------------  -------------------
(before-tax)                1999      1998       1999      1998
- ------------------------- --------- ---------- --------- ---------
Net investment income    $    15   $    48    $   49    $   137
Yield on average
  invested assets [1]        5.9%      7.0%      6.1%       6.8%
Net realized capital
  gains (losses)         $    (3)  $    14    $   14    $    65
- ------------------------------------------------------------------
[1]   Represents  annualized  net  investment  income  (excluding  net  realized
      capital gains (losses))  divided by average invested assets at cost (fixed
      maturities at amortized cost).

For the third quarter and nine months ended  September 30, 1999,  before-tax net
investment  income decreased from the respective  prior year periods,  primarily
due to the effects of the London & Edinburgh  sale in November  1998.  Excluding
the London & Edinburgh  results,  investment income remained  relatively flat to
the prior year periods.  Yield on average  invested assets for the third quarter
and nine months ended September 30, 1999, decreased 1.1% and 0.7%, respectively,
primarily  due to  lower  short-term  interest  rates in  certain  international
markets.

Net realized  capital gains (losses) for the third quarter and nine months ended
September 30, 1999 decreased from the respective  prior year periods,  primarily
due to  opportunities  taken in 1998 as a result of a favorable equity market in
the Netherlands.

OTHER OPERATIONS

Invested  assets were $2.1 billion at September 30, 1999 and were  substantially
comprised of fixed maturities.

                    Fixed Maturities by Type
- ------------------------------------------------------------------
                           September 30, 1999 December 31, 1998
- -----------------------------------------------------------------
Type                       Fair Value Percent  Fair Value Percent
- -----------------------------------------------------------------

Corporate                  $   1,379   64.9%  $  1,603    64.7%
Commercial MBS                   190    8.9%       145     5.9%
ABS                              158    7.4%       224     9.0%
Gov't/Gov't agencies - U.S.       68    3.2%        82     3.3%
Gov't/Gov't agencies - For.       63    3.0%        50     2.0%
Municipal - taxable               38    1.8%        40     1.6%
MBS - agency                      33    1.5%        41     1.7%
CMO                               12    0.6%        20     0.8%
Short-term                       177    8.3%       262    10.6%
Redeemable preferred stock         8    0.4%         9     0.4%
- -----------------------------------------------------------------
   Total fixed maturities   $  2,126  100.0%  $  2,476   100.0%
- -----------------------------------------------------------------

INVESTMENT RESULTS

The table below summarizes the Other Operations segment's results.

                             Third Quarter     Nine Months Ended
                          Ended September 30,    September 30,
                          -------------------  -------------------
(before-tax)                1999      1998       1999      1998
- ------------------------- --------- ---------- --------- ---------
Net investment income    $    35   $    40    $  109    $   120
Yield on average
  invested assets [1]        6.4%      6.7%      6.4%       6.6%
Net realized capital
  gains (losses)         $    --   $     1    $   (1)   $     3
- ------------------------------------------------------------------
[1]   Represents  annualized  net  investment  income  (excluding  net  realized
      capital gains (losses))  divided by average invested assets at cost (fixed
      maturities at amortized cost).

Net investment  income for the quarter ended September 30, 1999 decreased 12% to
$35.  For the nine months  ended  September  30,  1999,  net  investment  income
decreased 9% to $109. The decreases in net  investment  income in both the third
quarter and nine month  periods were  primarily due to the reduction in invested
assets as a result of the funding of runoff liabilities. In addition, yields for
the third quarter and nine months ended  September 30, 1999  decreased  0.3% and
0.2%, respectively, compared to the equivalent prior year periods.

                                     - 17 -
<PAGE>
CAPITAL MARKETS Risk Management

The Hartford has a disciplined  approach to managing risks  associated  with its
capital markets and asset/liability management activities.  Investment portfolio
management  is organized to focus  investment  management  expertise on specific
classes of investments while asset/liability management is the responsibility of
separate and distinct risk management units supporting the property and casualty
and life  operations.  Derivative  instruments  are utilized in accordance  with
established  Company policy and are monitored  internally and reviewed by senior
management.

The Company is exposed to two primary sources of investment and  asset/liability
management risk:  credit risk,  relating to the uncertainty  associated with the
ability of an obligor or  counterparty  to make  timely  payments  of  principal
and/or interest,  and market risk, relating to the market price and/or cash flow
variability associated with changes in interest rates, securities prices, market
indices,  yield curves or currency exchange rates. The Company does not hold any
financial instruments purchased for trading purposes.

Please refer to The Hartford's 1998 Form 10-K Annual Report for a description of
the Company's objectives, policies and strategies.

CREDIT RISK

The Company  invests  primarily in  securities  rated  investment  grade and has
established exposure limits, diversification standards and review procedures for
all credit risks including borrower, issuer or counterparty. Creditworthiness of
specific  obligors is determined by an internal  credit  assessment  and ratings
assigned by nationally  recognized ratings agencies.  Obligor,  asset sector and
industry  concentrations  are subject to  established  limits and monitored on a
regular  interval.  The  Hartford  is  not  exposed  to any  significant  credit
concentration risk of a single issuer.

The following  tables  identify fixed  maturity  securities for the property and
casualty operations,  including international and other operations, and the life
operations, including international operations and guaranteed separate accounts,
by credit quality. The ratings referenced in the tables are based on the ratings
of a nationally  recognized rating organization or, if not rated, assigned based
on the Company's internal analysis of such securities.

Property and Casualty Operations

As of September 30, 1999, over 95% of the fixed maturity  portfolio was invested
in securities rated investment grade.

               Fixed Maturities by Credit Quality
- -----------------------------------------------------------------
                           September 30, 1999 December 31, 1998
- -----------------------------------------------------------------
 Credit Quality            Fair Value Percent  Fair Value Percent
- -----------------------------------------------------------------

 U.S. Gov't/Gov't agencies  $    761    4.7%  $    805     4.7%
 AAA                           6,258   38.9%     6,570    38.2%
 AA                            3,456   21.5%     3,209    18.7%
 A                             2,791   17.4%     3,409    19.8%
 BBB                           1,423    8.8%     1,508     8.8%
 BB & below                      674    4.2%       682     3.9%
 Short-term                      716    4.5%     1,016     5.9%
- -----------------------------------------------------------------
   Total fixed maturities   $ 16,079  100.0%  $ 17,199   100.0%
- -----------------------------------------------------------------

LIFE OPERATIONS

As of September 30, 1999, over 97% of the fixed maturity  portfolio was invested
in securities rated investment grade.

               Fixed Maturities by Credit Quality
- -----------------------------------------------------------------
                           September 30, 1999  December 31, 1998
- ------------------------------------------------------------------
 Credit Quality            Fair Value Percent  Fair Value Percent
- -----------------------------------------------------------------

 U.S. Gov't/Gov't agencies  $  2,595    9.9%  $  2,596     9.3%
 AAA                           3,943   15.0%     3,907    14.0%
 AA                            3,313   12.6%     2,716     9.7%
 A                             8,546   32.5%     8,878    31.8%
 BBB                           6,118   23.3%     7,019    25.2%
 BB & below                      579    2.2%       492     1.8%
 Short-term                    1,180    4.5%     2,298     8.2%
- -----------------------------------------------------------------
   Total fixed maturities   $ 26,274  100.0%  $ 27,906   100.0%
- -----------------------------------------------------------------

MARKET RISK

The Hartford has material exposure to both interest rate and equity market risk.
The  Company  analyzes   interest  rate  risk  using  various  models  including
multi-scenario  cash flow  projection  models  that  forecast  cash flows of the
liabilities and their supporting investments,  including derivative instruments.
There have been no material  changes in market risk  exposures from December 31,
1998.

DERIVATIVE INSTRUMENTS

The Hartford  utilizes a variety of  derivative  instruments,  including  swaps,
caps,  floors,  forwards and exchange traded futures and options,  in accordance
with  Company  policy  and in order to  achieve  one of three  Company  approved
objectives: to hedge risk arising from interest rate, price or currency exchange
rate  volatility;  to manage  liquidity;  or to control  transaction  costs. The
Company does not make a market or trade  derivatives  for the express purpose of
earning trading profits.

The  Company  uses  derivative  instruments  in its  management  of market  risk
consistent   with  four  risk   management   strategies:   hedging   anticipated
transactions, hedging liability instruments, hedging invested assets and hedging
portfolios of assets and/or liabilities.

Derivative  activities are monitored by an internal  compliance  unit,  reviewed
frequently by senior management and reported to the Company's Finance Committee.
The notional amounts of derivative  contracts represent the basis upon which pay
or  receive  amounts  are  calculated  and are not  reflective  of credit  risk.
Notional  amounts  pertaining  to  derivative  instruments  for both general and
guaranteed  separate  accounts  totaled  $10.0  billion  and  $11.3  billion  at
September 30, 1999 and December 31, 1998, respectively.

For  a  further  discussion  of  market  risk  exposure,   including  derivative
instruments, please refer to The Hartford's 1998 Form 10-K Annual Report.

                                     - 18 -
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY

Capital resources and liquidity  represent the overall financial strength of The
Hartford and its ability to generate strong cash flows from each of the business
segments  and borrow funds at  competitive  rates to meet  operating  and growth
needs. The capital structure of The Hartford consists of debt, minority interest
and equity, summarized as follows:

<TABLE>
<CAPTION>

                                                                                           September 30, 1999     December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                    <C>
Short-term debt                                                                          $             31       $             31
Long-term debt                                                                                      1,548                  1,548
Company obligated mandatorily redeemable preferred securities of subsidiary trusts
  holding solely junior subordinated debentures (QUIPS and TruPS)                                   1,250                  1,250
- ------------------------------------------------------------------------------------------------------------------------------------
       TOTAL DEBT                                                                        $          2,829       $          2,829
       -----------------------------------------------------------------------------------------------------------------------------
       MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY  [1]                                 $            470       $            414
       -----------------------------------------------------------------------------------------------------------------------------
Equity excluding unrealized gain (loss) on securities, net of tax                        $          5,824       $          5,612
Unrealized gain (loss) on securities, net of tax                                                      (51)                   811
- ------------------------------------------------------------------------------------------------------------------------------------
       TOTAL STOCKHOLDERS' EQUITY                                                        $          5,773       $          6,423
       -----------------------------------------------------------------------------------------------------------------------------
       TOTAL CAPITALIZATION  [2]                                                         $          9,123       $          8,855
       -----------------------------------------------------------------------------------------------------------------------------
Debt to equity  [2] [3]                                                                                49%                    50%
Debt to capitalization  [2] [3]                                                                        31%                    32%
====================================================================================================================================
<FN>
[1]   Excludes  unrealized  gain (loss) on securities,  net of tax, of $(37) and
      $51 for September 30, 1999 and December 31, 1998, respectively.
[2]   Excludes unrealized gain (loss) on securities, net of tax.
[3]   Excluding  QUIPS and TruPS,  the debt to equity ratios were 27% and 28% as
      of September 30, 1999 and December 31, 1998, respectively, and the debt to
      capitalization ratios were 17% and 18%, respectively.
</FN>
</TABLE>

CAPITALIZATION

The  Hartford's  total  capitalization,  excluding  unrealized  gain  (loss)  on
securities,  net of tax,  increased by $268 as of September 30, 1999 compared to
December 31, 1998. This change  primarily was the result of earnings,  partially
offset by dividends  declared on The Hartford's  common stock and the net effect
of treasury stock acquired.

STOCKHOLDERS' EQUITY

Dividends - On May 20, 1999,  The  Hartford's  Board of Directors  approved a 5%
increase in the quarterly  dividend to $0.23 per share,  payable on July 1, 1999
to  shareholders  of record as of June 1, 1999.  On July 15, 1999,  The Hartford
declared a dividend on its common stock of $0.23 per share,  payable  October 1,
1999 to  shareholders  of record as of  September  1,  1999.  An  additional  4%
increase in the  quarterly  dividend  to $0.24 per share,  payable on January 3,
2000 to  shareholders  of record as of  December  1, 1999,  was  approved by The
Hartford's Board of Directors on October 21, 1999.

Treasury  Stock - During the nine months ended  September 30, 1999, The Hartford
repurchased 5.7 million shares of its common stock in the open market at a total
cost of $300 under the Company's $1.0 billion  repurchase  program authorized in
December 1997. Since the inception of the repurchase  program,  The Hartford has
repurchased  16.5  million  shares  at a total  cost  of  $847.  Some  of  these
repurchased  shares have been reissued pursuant to certain  stock-based  benefit
plans.  In October  1999,  The  Hartford's  Board of  Directors  authorized  the
repurchase of up to $1 billion of the Company's  outstanding  common stock. This
repurchase   authorization   will  be  initiated   when  the  prior   repurchase
authorization granted in December 1997 is complete,  and will cover a three-year
period.

Unrealized  Gain  (Loss) -  Unrealized  gain (loss) on  securities,  net of tax,
decreased by $862 as of September  30, 1999  compared to December 31, 1998.  The
change  resulted  primarily  from the impact of increased  interest rates on the
fixed maturity portfolio.

RATINGS

On February 8, 1999,  A.M. Best assigned  first time ratings of a+ ("strong") to
The Hartford  Financial Services Group,  Inc.'s senior debt,  Hartford Capital I
and II  quarterly  income  preferred  securities,  HLI's  senior  debt and HLI's
Capital I trust preferred securities.

CASH FLOWS
                                            Nine Months Ended
                                              September 30,
                                        --------------------------
                                            1999         1998
- ------------------------------------------------------------------
Cash provided by operating activities   $       435  $       758
Cash provided by (used for)
   investing activities                 $     2,623  $      (394)
Cash used for financing activities      $    (3,042) $      (371)
Cash - end of period                    $       135  $       135
- ------------------------------------------------------------------

The decrease in cash provided by operating  activities  was primarily the result
of higher claim payments,  partially  offset by a decrease in income taxes paid.
The change in both investing and financing cash flow was primarily the result of
an  increase in  disbursements  for  investment  type  contracts  related to the
leveraged COLI block of business. Operating cash flows in both periods have been
more than adequate to meet liquidity requirements.

                                     - 19 -
<PAGE>
REGULATORY INITIATIVES AND CONTINGENCIES

NAIC Proposals

The NAIC  developed  several  model  laws  and  regulations,  including  a Model
Investment Law and amendments to the Model Holding Company System Regulatory Act
(the  "Holding  Act   Amendments").   The  Model   Investment  Law  defines  the
investments,  which are  permissible for property and casualty and life insurers
to hold, and the Holding Act Amendments address the types of activities in which
subsidiaries  and affiliates  may engage.  The NAIC adopted these models in 1997
and 1996, but the laws have not been enacted for insurance  companies  domiciled
in the State of Connecticut,  such as Hartford Fire Insurance  Company.  Even if
enacted in Connecticut or other states in which The Hartford's  subsidiaries are
domiciled,  it is expected that these laws will neither significantly change The
Hartford's  investment  strategies  nor have any material  adverse effect on The
Hartford's liquidity or financial position.

The  NAIC  adopted  the   Codification   of  Statutory   Accounting   Principles
("Codification")  in  September  1998.  The  proposed  effective  date  for  the
statutory  accounting  guidance is January 1, 2001.  It is expected that each of
The Hartford's  domiciliary  states will adopt Codification and the Company will
make the necessary changes required for implementation.  The Company has not yet
determined  the impact that  Codification  will have on the statutory  financial
statements of The Hartford.

DEPENDENCE ON CERTAIN THIRD PARTY RELATIONSHIPS

The Company  distributes  its  annuity,  life and certain  property and casualty
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.  During the first quarter of 1999, the Company  modified its existing,
exclusive  contract  with  one such  third  party,  Putnam  Mutual  Funds  Corp.
("Putnam") to eliminate the exclusivity  provision which will allow both parties
to pursue new market opportunities. Putnam is contractually obligated to support
and  service  the  related  annuity in force  block of  business  and to market,
support and service new business.  However,  there can be no assurance that this
contract  modification will not adversely impact the Company's ability to market
Putnam related products.

YEAR 2000

In General

The Year 2000 issue  relates to the ability or inability  of computer  hardware,
software and other  information  technology  ("IT")  systems,  as well as non-IT
systems,   such  as   equipment   and   machinery   with   imbedded   chips  and
microprocessors,  to properly process information and data containing or related
to dates  beginning  with the year 2000 and beyond.  The Year 2000 issue  exists
because,  historically,  many IT and non-IT  systems  that are in use today were
developed  years ago when a year was  identified  using a  two-digit  date field
rather than a four-digit  date field.  As  information  and data  containing  or
related to the century date are  introduced  to date  sensitive  systems,  these
systems may recognize the year 2000 as "1900",  or not at all,  which may result
in systems processing information incorrectly.  This, in turn, may significantly
and adversely  affect the integrity and reliability of information  databases of
IT systems,  may cause the  malfunctioning  of certain non-IT  systems,  and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does  business,
such as suppliers, computer vendors, distributors and others, may also adversely
affect any given company.

The  integrity and  reliability  of The  Hartford's  IT systems,  as well as the
reliability  of its non-IT  systems,  are  integral  aspects  of The  Hartford's
business.  The Hartford issues insurance policies,  annuities,  mutual funds and
other  financial  products to individual and business  customers,  nearly all of
which contain date sensitive data, such as policy expiration dates,  birth dates
and  premium   payment   dates.   In  addition,   various  IT  systems   support
communications  and other systems that integrate The Hartford's various business
segments and field offices,  including The Hartford's  foreign  operations.  The
Hartford also has business relationships with numerous third parties that affect
virtually all aspects of The Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
third  party  administrators,   securities  broker-dealers,   banks,  and  other
distributors  and  servicers of financial  products,  many of which provide date
sensitive  data to The  Hartford,  and whose  operations  are  important  to The
Hartford's business.

Internal Year 2000 Efforts and Timetable

Beginning in 1990, The Hartford began working on making its IT systems Year 2000
ready,  either  through  installing  new  programs or replacing  systems.  Since
January  1998,  The  Hartford's  Year 2000 efforts have focused on the remaining
Year 2000  issues  related  to IT and non-IT  systems  in all of The  Hartford's
business  segments.  These Year 2000  efforts  include the  following  five main
initiatives:  (1) identifying and assessing Year 2000 issues; (2) taking actions
to remediate IT and non-IT systems so that they are Year 2000 ready; (3) testing
IT and non-IT systems for Year 2000 readiness; (4) deploying such remediated and
tested  systems  back into their  respective  production  environments;  and (5)
conducting  internal  and external  integrated  testing of such  systems.  As of
December 31, 1998, The Hartford substantially  completed initiatives (1) through
(4) of its internal  Year 2000  efforts.  The Hartford  has  completed  internal
integrated  testing  related  to  initiative  (5)  and  will  continue  external
integrated testing into the fourth quarter of 1999.

Third Party Year 2000 Efforts and Timetable

The Hartford's Year 2000 efforts include  assessing the potential  impact on The
Hartford of third parties' Year 2000 readiness.  The

                                     - 20 -
<PAGE>
Hartford's  third  party Year 2000  efforts  include  the  following  three main
initiatives:  (1)  identifying  third  parties which have  significant  business
relationships  with The  Hartford,  including,  without  limitation,  suppliers,
computer  hardware and software  vendors,  insurance  agents and brokers,  third
party administrators,  securities broker-dealers,  banks, and other distributors
and  servicers  of  financial  products,  and  inquiring  of such third  parties
regarding  their  Year  2000  readiness;  (2)  evaluating  such  third  parties'
responses to The Hartford's inquiries;  and (3) based on the evaluation of third
party responses (or a third party's failure to respond) and the  significance of
the business  relationship,  conducting  additional  activities  with respect to
third parties as determined to be necessary in each case.  These  activities may
include conducting additional inquiries,  more in-depth evaluations of Year 2000
readiness  and plans,  and  integrated  IT systems  testing.  The  Hartford  has
substantially  completed  third party  initiatives  (1) and (2). The Hartford is
currently  conducting the additional  activities described in initiative (3) and
management currently  anticipates that it will continue to do so through the end
of 1999.  However,  notwithstanding  these  third party Year 2000  efforts,  The
Hartford  does not have control over these third  parties and, as a result,  The
Hartford cannot currently  determine to what extent future operating results may
be  adversely  affected  by the  failure of these  third  parties to  adequately
address their Year 2000 issues.

Year 2000 Costs

The after-tax costs of The Hartford's Year 2000 efforts that were incurred prior
to the year  ended  December  31,  1998,  were not  material  to The  Hartford's
financial  condition  or results  of  operations.  For the year  ended  December
31,1998,  the  after-tax  costs were  approximately  $23.  Management  currently
estimates that  after-tax  costs related to the Year 2000 program to be incurred
in 1999  will be  approximately  $18 to $20,  of  which  approximately  $13 were
incurred for the nine months  ended  September  30, 1999.  These costs are being
expensed as incurred.

Risks and Contingency Plans

If significant Year 2000 problems arise,  including  problems arising with third
parties,  failures of IT and non-IT  systems  could  occur,  which in turn could
result in substantial interruptions in The Hartford's business. In addition, The
Hartford's  investing activities are an important aspect of its business and The
Hartford may be exposed to the risk that issuers of investments  held by it will
be adversely  impacted by Year 2000 issues.  Given the uncertain  nature of Year
2000 problems that may arise, especially those related to the readiness of third
parties  discussed above,  management  cannot determine at this time whether the
consequences of Year 2000 related problems that could arise will have a material
impact on The Hartford's financial condition or results of operations.

The Hartford has substantially  completed the development of certain contingency
plans so that if, despite its Year 2000 efforts,  Year 2000 problems  ultimately
arise, the impact of such problems may be avoided or minimized.  The contingency
planning  process involved  identifying  reasonably  likely business  disruption
scenarios that, if they were to occur, could create significant  problems in the
critical functions of each business segment. Each business segment has developed
plans to  respond to such  problems  so that  critical  business  functions  may
continue to operate with minimal disruption.  Contingency planning also included
assessing  the  dependency  of The  Hartford's  critical  business  functions on
critical third parties and their Year 2000 readiness.  These plans were reviewed
and simulated on an integrated basis, where appropriate, and will continue to be
evaluated for the remainder of the year.  Furthermore,  in many  contexts,  Year
2000  issues  are  dynamic,  and  ongoing  assessments  of  business  functions,
vulnerabilities  and risks must be made. As such, new  contingency  plans may be
needed  in  the  future  and/or  existing  plans  may  need  to be  modified  as
circumstances warrant.

Rollover and Event Management

A  Corporate  Event   Management  Team  has  been  established  to  monitor  the
corporate-wide  rollover from 1999 to 2000. In addition,  each business unit has
developed  detailed  rollover plans that will be managed and  coordinated by its
individual Business Unit Event Management Centers.

Insurance Claims

As an  insurer,  The  Hartford  expects  to incur  claim  and  claim  adjustment
expenses,  including  attorneys' fees and other legal  expenses,  resulting from
claims from  insureds  who may incur  losses as a result of Year 2000  problems.
Insurance coverage,  if any, will depend upon the provisions of the policies and
the facts and  circumstances  of each claim.  It is not possible to determine in
advance whether and to what extent insureds will incur losses, the amount of the
losses,  or  whether  any such  losses  would be  covered  under The  Hartford's
insurance  policies.  Because of this  uncertainty,  it is also not  possible to
determine in advance whether such claim and claim adjustment  expenses will have
a  material  impact  upon The  Hartford's  financial  condition  or  results  of
operations.

ACCOUNTING STANDARDS

For a discussion of accounting  standards,  see Note 1 of Notes to  Consolidated
Financial Statements.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  information  contained in the Capital  Markets Risk  Management  section of
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations is incorporated herein by reference.

                                     - 21 -
<PAGE>
                           Part II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Hartford is a defendant in various lawsuits arising out of its business.  In
the opinion of management,  final outcome of these matters,  after consideration
of  provisions  made  for  potential  losses  and  costs  of  defense,  will not
materially affect the consolidated financial condition, results of operations or
cash flows of The Hartford.

The Hartford is involved in claims litigation  arising in the ordinary course of
business and  accounts for such  activity  through the  establishment  of policy
reserves.  As further discussed in the MD&A under the Environmental and Asbestos
Claims section,  The Hartford  continues to receive  environmental  and asbestos
claims which involve significant  uncertainty  regarding policy coverage issues.
Regarding  these claims,  The Hartford  continually  reviews its overall reserve
levels, reserving methodologies and reinsurance coverages.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits - See Exhibits Index.

(b)   Reports on Form 8-K - None.

                                     - 22 -
<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.



                                            The Hartford Financial
                                            Services Group, Inc.
                                            (Registrant)



                                            /s/ John N. Giamalis
                                            ------------------------------------
                                            John N. Giamalis
                                            Senior Vice President and Controller





November 12, 1999

                                     - 23 -
<PAGE>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                    FORM 10-Q
                                  EXHBITS INDEX



         Exhibit #
         ---------


          27            Financial Data Schedule is filed herewith.


                                     - 24 -
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                7
<MULTIPLIER>             1,000,000

<S>                                                        <C>
<PERIOD-TYPE>                                                    9-MOS
<FISCAL-YEAR-END>                                          DEC-31-1999
<PERIOD-END>                                               SEP-30-1999
<DEBT-HELD-FOR-SALE>                                            33,282
<DEBT-CARRYING-VALUE>                                                0
<DEBT-MARKET-VALUE>                                                  0
<EQUITIES>                                                       1,156
<MORTGAGE>                                                         207
<REAL-ESTATE>                                                        9
<TOTAL-INVEST>                                                  39,417
<CASH>                                                             135
<RECOVER-REINSURE>                                               4,359
<DEFERRED-ACQUISITION>                                           4,922
<TOTAL-ASSETS>                                                 153,553
<POLICY-LOSSES>                                                 22,338
<UNEARNED-PREMIUMS>                                              2,715
<POLICY-OTHER>                                                  16,685
<POLICY-HOLDER-FUNDS>                                           98,340
<NOTES-PAYABLE>                                                  1,579
<COMMON>                                                             2
                                            1,250 <F1>
                                                          0
<OTHER-SE>                                                       5,771
<TOTAL-LIABILITY-AND-EQUITY>                                   153,553
                                                       8,105
<INVESTMENT-INCOME>                                              1,957
<INVESTMENT-GAINS>                                                  30
<OTHER-INCOME>                                                       0
<BENEFITS>                                                       5,939
<UNDERWRITING-AMORTIZATION>                                      1,464
<UNDERWRITING-OTHER>                                             1,785
<INCOME-PRETAX>                                                    904
<INCOME-TAX>                                                       202
<INCOME-CONTINUING>                                                639
<DISCONTINUED>                                                       0
<EXTRAORDINARY>                                                      0
<CHANGES>                                                            0
<NET-INCOME>                                                       639
<EPS-BASIC>                                                     2.82
<EPS-DILUTED>                                                     2.79
<RESERVE-OPEN>                                                       0
<PROVISION-CURRENT>                                                  0
<PROVISION-PRIOR>                                                    0
<PAYMENTS-CURRENT>                                                   0
<PAYMENTS-PRIOR>                                                     0
<RESERVE-CLOSE>                                                      0
<CUMULATIVE-DEFICIENCY>                                              0
<FN>
<F1>  REPRESENTS COMPANY OBLIGATED  MANDATORILY  REDEEMABLE PREFERRED SECURITIES
      OF SUBSIDIARY TRUSTS HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES.
</FN>


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission