HARTFORD FINANCIAL SERVICES GROUP INC/DE
10-Q, 2000-08-11
INSURANCE AGENTS, BROKERS & SERVICE
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================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-Q


(Mark One)

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

For The Quarterly Period Ended June 30, 2000

                                       OR

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

For the transition period from ____________ to ______________


                         Commission file number 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 July 31, 2000, there were outstanding  224,306,990 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 - Second Quarter and Six Months
Ended June 30, 2000 and 1999                                                 3

Consolidated Balance Sheets - June 30, 2000 and December 31, 1999            4

Consolidated Statements of Changes in Stockholders' Equity - Six Months
Ended June 30, 2000 and 1999                                                 5

Consolidated Statements of Cash Flows - Six Months Ended June 30,
2000 and 1999                                                                6

Notes to Consolidated Financial Statements                                   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                                         12

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK         23


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

ITEM 1.  LEGAL PROCEEDINGS                                                  24

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                24

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                   24

Signature                                                                   25


                                     - 2 -
<PAGE>
                          PART I. FINANCIAL INFORMATION

     Item 1.   Financial Statements


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




                                                                          Second Quarter Ended         Six Months Ended
                                                                                June 30,                   June 30,
                                                                       --------------------------- --------------------------
   (In millions, except for per share data)                                2000          1999         2000          1999
   --------------------------------------------------------------------------------------------------------------------------
                                                                              (Unaudited)                 (Unaudited)
   REVENUES
<S>                                                                    <C>           <C>           <C>          <C>
     Earned premiums, fee income and other                             $   2,917     $   2,688     $   5,745    $   5,293
     Net investment income                                                   643           652         1,297        1,317
     Net realized capital gains (losses)                                     (46)            9           (29)          38
   --------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                   3,514         3,349         7,013        6,648
          ===================================================================================================================

   BENEFITS, CLAIMS AND EXPENSES
     Benefits, claims and claim adjustment expenses                        2,088         2,005         4,078        3,914
     Amortization of deferred policy acquisition costs and present
       value of future profits                                               540           490         1,084          948
     Other expenses                                                          628           547         1,249        1,135
   --------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                              3,256         3,042         6,411        5,997
          ===================================================================================================================

          OPERATING INCOME                                                   258           307           602          651
     Income tax expense                                                       19            71            97          157
   --------------------------------------------------------------------------------------------------------------------------

          INCOME BEFORE MINORITY INTEREST                                    239           236           505          494
   Minority interest in consolidated subsidiary                              (26)          (21)          (54)         (41)
   --------------------------------------------------------------------------------------------------------------------------

          NET INCOME                                                   $     213     $     215     $     451    $     453
          ===================================================================================================================

   Basic earnings per share                                            $    0.98     $    0.95     $    2.09    $    2.00
   Diluted earnings per share                                          $    0.97     $    0.93     $    2.07    $    1.97
   --------------------------------------------------------------------------------------------------------------------------
   Weighted average common shares outstanding                              216.5         226.8         216.2        226.9
   Weighted average common shares outstanding and dilutive potential
     common shares                                                         219.9         230.0         218.4        230.0
   --------------------------------------------------------------------------------------------------------------------------
   Cash dividends declared per share                                   $    0.24     $    0.23     $    0.48    $    0.45
   ==========================================================================================================================
</TABLE>

     See Notes to Consolidated Financial Statements.


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


                                                                                                June 30,        December 31,
(In millions, except for share data)                                                              2000              1999
-------------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                                        (Unaudited)
   Investments
   -----------
   Fixed maturities, available for sale, at fair value (amortized cost of $33,341 and
<S>                                                                                         <C>               <C>
    $33,653)                                                                                $      32,856     $      32,875
   Equity securities, available for sale, at fair value (cost of $997 and $937)                     1,264             1,286
   Policy loans, at outstanding balance                                                             3,581             4,222
   Other investments                                                                                1,316               758
-------------------------------------------------------------------------------------------------------------------------------
      Total investments                                                                            39,017            39,141
   Cash                                                                                               212               182
   Premiums receivable and agents' balances                                                         2,171             2,071
   Reinsurance recoverables                                                                         4,419             4,473
   Deferred policy acquisition costs and present value of future profits                            5,239             5,038
   Deferred income tax                                                                              1,314             1,404
   Other assets                                                                                     3,857             3,075
   Separate account assets                                                                        115,676           111,667
-------------------------------------------------------------------------------------------------------------------------------
        TOTAL ASSETS                                                                        $     171,905     $     167,051
        =======================================================================================================================

LIABILITIES
   Future policy benefits, unpaid claims and claim adjustment expenses
      Property and casualty                                                                 $      15,878     $      16,014
      Life                                                                                          6,833             6,564
   Other policy funds and benefits payable                                                         15,560            16,884
   Unearned premiums                                                                                2,973             2,777
   Short-term debt                                                                                    431                31
   Long-term debt                                                                                   2,061             1,548
   Company obligated mandatorily redeemable preferred securities of subsidiary trusts
    holding solely junior subordinated debentures                                                   1,243             1,250
   Other liabilities                                                                                4,962             4,421
   Separate account liabilities                                                                   115,676           111,667
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                  165,617           161,156

COMMITMENTS AND CONTINGENCIES, NOTE 6

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                                                           --               429

STOCKHOLDERS' EQUITY
   Common stock - authorized 400,000,000, issued 238,645,675 and 238,645,675
    shares, par value $0.01                                                                             2                 2
   Additional paid-in capital                                                                       1,686             1,551
   Retained earnings                                                                                5,475             5,127
   Treasury stock, at cost - 15,463,042 and 21,419,460 shares                                        (627)             (942)
   Accumulated other comprehensive loss                                                              (248)             (272)
-------------------------------------------------------------------------------------------------------------------------------
        TOTAL STOCKHOLDERS' EQUITY                                                                  6,288             5,466
        =======================================================================================================================
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     171,905     $     167,051
        =======================================================================================================================
</TABLE>



      See Notes to Consolidated Financial Statements.

                                     - 4 -
<PAGE>

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

SIX MONTHS ENDED JUNE 30, 2000
                                                                       Accumulated Other Comprehensive (Loss)
                                                                       ---------------------------------------
                                         Common                         Unrealized                  Minimum
                                         Stock/                         Gain (Loss)                 Pension              Outstanding
                                       Additional             Treasury      on       Cumulative    Liability               Shares
                                         Paid-in    Retained   Stock,   Securities,  Translation  Adjustment,                (In
(Dollars in millions) (Unaudited)        Capital    Earnings  at Cost   net of tax   Adjustments   net of tax    Total    thousands)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>      <C>          <C>          <C>         <C>        <C>        <C>
BALANCE, BEGINNING OF PERIOD             $1,553        $5,127   $(942)       $(198)       $(63)       $(11)      $5,466     217,226
Comprehensive income
   Net income                                             451                                                       451
   Other comprehensive income, net of
    tax [1]
     Unrealized gain on securities [2]                                          78                                   78
     Cumulative translation adjustments                                                    (54)                     (54)
                                                                                                               ----------
   Total other comprehensive income                                                                                  24
                                                                                                               ----------
     Total comprehensive income                                                                                     475
                                                                                                               ----------
Issuance of shares under incentive and
   stock purchase plans                      (8)                   73                                                65       1,467
Issuance of common stock from treasury       56                   342                                               398       7,250
Conversion of HLI employee options
   and restricted shares                     86                                                                      86          72
Tax benefit on employee stock options
   and awards                                 1                                                                       1
Treasury stock acquired                                          (100)                                             (100)     (2,832)
Dividends declared on common stock                       (103)                                                     (103)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD                   $1,688        $5,475   $(627)       $(120)      $(117)       $(11)      $6,288     223,183
====================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

SIX MONTHS ENDED JUNE 30, 1999
                                                                       Accumulated Other Comprehensive Income
                                                                       ---------------------------------------
                                                Common                            Unrealized
                                                Stock/                              Gain                                Outstanding
                                              Additional             Treasury        on          Cumulative                Shares
                                               Paid-in     Retained   Stock,      Securities,    Translation                (In
(Dollars in millions) (Unaudited)              Capital     Earnings   at Cost     net of tax     Adjustments    Total    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                                                    453                                              453
   Other comprehensive income (loss), net
    of tax [1]
      Unrealized gain (loss) on securities                                             (639)                     (639)
       [2]
      Cumulative translation adjustments                                                              (39)        (39)
                                                                                                             ----------
   Total other comprehensive income (loss)                                                                       (678)
                                                                                                             ----------
     Total comprehensive income (loss)                                                                           (225)
                                                                                                             ----------
Issuance of shares under incentive and
   stock purchase plans                            (47)                    85                                      38         1,667
Tax benefit on employee stock options
   and awards                                       15                                                             15
Treasury stock acquired                             (3)                  (148)                                   (151)       (2,675)
Dividends declared on common stock                              (103)                                            (103)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD                          $1,558        $4,824    $(518)         $172          $(39)     $5,997       226,387
====================================================================================================================================
<FN>
[1]  Unrealized gain (loss) on securities is net of tax expense (benefit) of $42
     and $(344) for the six months  ended June 30, 2000 and 1999,  respectively.
     There is no tax effect on cumulative translation adjustments.
[2]  Net of  reclassification  adjustment  for gains  (losses)  realized  in net
     income of $(14) and $24 for the six months  ended  June 30,  2000 and 1999,
     respectively.
</FN>
</TABLE>


See Notes to Consolidated Financial Statements.


                                     - 5 -
<PAGE>

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

                                                                                                    Six Months Ended
                                                                                                        June 30,
                                                                                            ----------------------------------
(In millions)                                                                                       2000             1999
------------------------------------------------------------------------------------------------------------------------------
                                                                                                       (Unaudited)
OPERATING ACTIVITIES
<S>                                                                                         <C>               <C>
   Net income                                                                               $         451     $         453
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
   Change in receivables, payables and accruals                                                       (78)             (118)
   Decrease in reinsurance recoverables and other related assets                                       81               193
   Increase in deferred policy acquisition costs and present value of future profits                 (209)             (267)
   Change in accrued and deferred income taxes                                                        178               (12)
   Increase (decrease) in liabilities for future policy benefits, unpaid claims and claim
     adjustment expenses and unearned premiums                                                        307              (132)
   Minority interest in consolidated subsidiary                                                        54                41
   Net realized capital gains/losses                                                                   29               (38)
   Depreciation and amortization                                                                       27                36
   Other, net                                                                                          57               (50)
------------------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES                                                       897               106
------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
   Purchase of investments                                                                         (7,271)           (7,756)
   Sale of investments                                                                              6,667             9,212
   Maturity of investments                                                                            976             1,103
   Purchase of affiliate                                                                           (1,108)               --
   Additions to plant, property and equipment                                                         (56)              (46)
------------------------------------------------------------------------------------------------------------------------------
      NET CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES                                           (792)            2,513
------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
   Short-term debt, net                                                                               400                --
   Issuance of long-term debt                                                                         516                --
   Issuance of common stock from treasury                                                             398                --
   Net disbursements for investment and universal life-type contracts charged against
     policyholder accounts                                                                         (1,215)           (2,316)
   Dividends paid                                                                                    (105)             (104)
   Acquisition of treasury stock                                                                     (100)             (151)
   Proceeds from issuances under incentive and stock purchase plans                                    36                34
------------------------------------------------------------------------------------------------------------------------------
      NET CASH USED FOR FINANCING ACTIVITIES                                                          (70)           (2,537)
==============================================================================================================================
   Foreign exchange rate effect on cash                                                                (5)               (4)
------------------------------------------------------------------------------------------------------------------------------
   Net increase in cash                                                                                30                78
   Cash - beginning of period                                                                         182               123
------------------------------------------------------------------------------------------------------------------------------
      CASH - END OF PERIOD                                                                  $         212     $         201
==============================================================================================================================

   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   ------------------------------------------------
   NET CASH (RECEIVED) PAID DURING THE PERIOD FOR:
     Income taxes                                                                           $         (69)    $         110
     Interest                                                                               $         107     $         107

</TABLE>



See Notes to Consolidated Financial Statements.


                                     - 6 -
<PAGE>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   (Dollar amounts in millions except per share data unless otherwise stated)


NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES

(A)      BASIS OF PRESENTATION

The accompanying  unaudited  consolidated  financial  statements of The Hartford
Financial  Services Group, Inc. and its consolidated  subsidiaries (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 1999 Form 10-K Annual Report.

On June 27,  2000,  The  Hartford  acquired  all of the  outstanding  shares  of
Hartford Life, Inc. (HLI) that it did not already own (The HLI Repurchase).  The
accompanying  unaudited  consolidated  financial statements reflect the minority
interest  in HLI of  approximately  19%  prior to the  acquisition  date.  For a
further discussion on The HLI Repurchase, see Note 2.

Certain  reclassifications have been made to prior year financial information to
conform to the current year classification of transactions and accounts.

(B)      NEW ACCOUNTING STANDARDS

In June 2000, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  (SFAS) No.  138,  "Accounting  for Certain
Derivative  Instruments and Certain Hedging  Activities",  which amends SFAS No.
133,   "Accounting   for  Derivative   Instruments   and  Hedging   Activities".
Specifically,  it amends SFAS No. 133 so that in interest rate hedges, a company
may  designate  as the  hedged  risk,  the risk of changes  only in a  benchmark
interest rate. Also, credit risk is newly defined as the company-specific spread
over  the  benchmark  interest  rate  and may be  hedged  separately  from or in
combination  with the  benchmark  interest  rate.  For  companies  that have not
adopted  SFAS No.  133  before  June 15,  2000,  SFAS  No.  138 must be  adopted
concurrently with the company's adoption of SFAS No. 133. Initial application of
both SFAS No. 133 and SFAS No. 138 for The Hartford will begin January 1, 2001.

The  Company  has  reviewed  its  derivative  holdings  and is in the process of
quantifying  the impact of SFAS No. 133, as amended by SFAS No. 138. The Company
is also assessing what actions,  if any, need to be taken to minimize  potential
volatility, while at the same time maintaining the economic protection needed to
support the goals of its business.

Effective  January 1, 2000, The Hartford adopted Statement of Position (SOP) No.
98-7,  "Accounting for Insurance and Reinsurance  Contracts That Do Not Transfer
Insurance  Risk".  This SOP provides  guidance on the method of  accounting  for
insurance and reinsurance contracts that do not transfer insurance risk, defined
in the SOP as the deposit  method.  Adoption of this SOP did not have a material
impact on the Company's financial condition or results of operations.

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 both the second  quarter and six months
ended June 30,  1999  would have been $1 lower,  while net income for the second
quarter  and six months  ended June 30,  2000,  would have been $7 and $8 lower,
respectively,  and cumulatively  over the life of the instrument would have been
$14 higher,  had the Company  accounted for its structured note transaction as a
unit, based upon the consensus reached in EITF 98-15.

NOTE 2.  THE HLI REPURCHASE

On June 27, 2000,  The Hartford  acquired all of the  outstanding  shares of HLI
that it did not already own (The HLI  Repurchase).  The HLI  Repurchase has been
recorded  as a purchase  transaction.  Consideration  totaled  $1.4  billion and
resulted in recognition of goodwill  (excess of the purchase price over the fair
values  of the net  assets  acquired)  of $862,  which is being  amortized  on a
straight-line basis over a 25 year period. Of the total purchase price, $226 was
outstanding and payable as of June 30, 2000, related to non-tendered shares, the
majority of which was subsequently paid in July 2000.

Purchase  accounting  for this  transaction  resulted in adjustments to the cost
basis  of  certain  assets  and   liabilities   acquired  based  on  preliminary
assessments  of fair value,  including the  recognition  of the present value of
future  gross  profits to be earned  (PVP) and a reduction  of  deferred  policy
acquisition  costs.  Goodwill  amortization and other purchase price adjustments
did not have a material impact on second quarter results of operations.

Purchase consideration for the transaction was as follows:

Issuance of:
-----------
  Common stock from treasury (7.25 million shares
   @ $54.90 per share)                                      $398
  Long-term notes:
   $250  7.75% notes due June 15, 2005                       244
   $275  7.90% notes due June 15, 2010                       272
  Commercial paper                                           400
-----------------------------------------------------------------
     Consideration raised                                  1,314
Other including conversion of HLI employee options
   and restricted shares                                     102
-----------------------------------------------------------------
     Total consideration                                  $1,416
-----------------------------------------------------------------


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

NOTE 3.  DEBT

(A)      SHORT-TERM DEBT

On June 23, 2000, The Hartford borrowed $400 under its existing commercial paper
program, the proceeds of which were used to partially fund The HLI Repurchase.

(B)      LONG-TERM DEBT

On June 16,  2000,  The Hartford  issued and sold $525 of  unsecured  redeemable
long-term debt under its existing shelf  registration  (for a description of the
shelf  registration,  see Note 6 of Notes to Consolidated  Financial  Statements
included in The Hartford's 1999 Form 10-K Annual Report). The long-term debt was
issued in the form of $250 7.75%  five-year  notes due June 15,  2005,  and $275
7.90%  ten-year  notes  due June 15,  2010.  Interest  on the  notes is  payable
semi-annually  on June 15 and December 15,  commencing on December 15, 2000. The
Hartford used the net proceeds from the issuance of the notes to partially  fund
The HLI Repurchase.

After the long-term  debt  issuance and the issuance of common stock  (described
below in Note 4,  Stockholders  Equity),  The Hartford had $127 remaining on its
shelf registration at June 30, 2000.

NOTE 4.  STOCKHOLDERS' EQUITY

On June 8, 2000, The Hartford issued 7.25 million shares of common stock,  under
its existing shelf registration,  to Goldman,  Sachs & Co. for $398. The shares,
which were issued out of treasury,  were  re-offered by Goldman,  Sachs & Co. to
investors. The Hartford used the net proceeds from the issuance of the shares to
partially fund The HLI Repurchase.

NOTE 5.  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>


                                                              Second Quarter Ended                       Six Months Ended
                                                      -------------------------------------    ------------------------------------
                                                                                Per Share                               Per Share
June 30, 2000                                            Income      Shares       Amount          Income      Shares      Amount
-----------------------------------------------------------------------------------------------------------------------------------
BASIC EARNINGS PER SHARE
<S>                                                   <C>              <C>     <C>             <C>             <C>     <C>
 Income available to common shareholders              $    213         216.5   $   0.98        $    451        216.2   $   2.09
                                                                               ------------                            -------------
DILUTED EARNINGS PER SHARE
 Options and contingently issuable shares                   --           3.4                         --          2.2
                                                      -------------------------                ------------------------
 Income available to common shareholders plus assumed
  conversions                                         $    213         219.9   $   0.97        $    451        218.4   $   2.07
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                                               Second Quarter Ended                      Six Months Ended
                                                       -------------------------------------   -------------------------------------
                                                                                 Per Share                               Per Share
 June 30, 1999                                            Income      Shares      Amount          Income      Shares       Amount
 -----------------------------------------------------------------------------------------------------------------------------------
 BASIC EARNINGS PER SHARE
<S>                                                    <C>             <C>     <C>             <C>              <C>     <C>
  Income available to common shareholders              $    215        226.8   $   0.95        $    453         226.9   $   2.00
                                                                               -------------                            ------------
 DILUTED EARNINGS PER SHARE
  Options and contingently issuable shares                   --          3.2                         --           3.1
                                                       ------------------------                -------------------------
  Income available to common shareholders plus assumed
   conversions                                         $    215        230.0   $   0.93        $    453         230.0   $   1.97
 -----------------------------------------------------------------------------------------------------------------------------------
</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 6.  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,  final outcome of these
matters 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.

In May 2000, an agreement in principle was reached providing for a settlement of
the Delaware  Chancery Court (the Court) actions reported in the Company's March
31, 2000 Form 10-Q concerning The HLI Repurchase.  On May 17, 2000, a Memorandum
of


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


NOTE 6.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

(A)      LITIGATION (CONTINUED)

Understanding  was  executed by all parties  taking into account the final price
paid for the public shares and providing for a full release by all class members
and  named  plaintiffs  of all  claims  that  were or could  have  been  brought
concerning The HLI  Repurchase.  The settlement is subject to the execution of a
definitive  stipulation of settlement after confirmatory  discovery and approval
by the Court after notice to the members of the proposed  settlement  class. The
Memorandum  of  Understanding  also  provides  that upon final  approval  of the
settlement,  the Company will pay plaintiffs' attorneys' fees and costs of up to
$2.  As of July 31,  2000,  the  discovery  contemplated  by the  Memorandum  of
Understanding  was  completed,  but the  stipulation  of settlement had not been
finalized and executed.

(B)      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)  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.

During the second  quarter of 2000,  the Company  reached a settlement  with the
Internal  Revenue  Service with respect to certain tax matters for the 1993-1995
tax years.  The  settlement  resulted in a $24 tax benefit being recorded in the
Company's second quarter results of operations.

NOTE 7.  SEGMENT INFORMATION

During the second quarter of 2000, The Hartford's reportable segments changed in
connection with the  establishment  of two major operating  entities:  Worldwide
Life and  Worldwide  Property & Casualty.  Within these  entities,  The Hartford
conducts  business  principally in eight  operating  segments.  The Company also
includes in Corporate all activities related to The HLI Repurchase (see Note 2),
along with the minority interest for pre-acquisition periods.

Worldwide Life is organized into four reportable operating segments:  Investment
Products,  Individual  Life,  Group Benefits  (formerly  Employee  Benefits) and
Corporate Owned Life Insurance  (COLI).  Investment  Products offers  individual
fixed and variable annuities,  mutual funds,  retirement plan services and other
investment products. Individual Life sells a variety of life insurance products,
including variable life,  universal life, interest sensitive whole life and term
life insurance.  Group Benefits sells group insurance products,  including group
life and group  disability  insurance as well as other products,  including stop
loss and  supplementary  medical  coverage to employers  and employer  sponsored
plans,  accidental  death and  dismemberment,  travel  accident,  long-term care
insurance and other special risk coverages to employers and  associations.  COLI
primarily  offers  variable  products  used by employers  to fund  non-qualified
benefits or other postemployment  benefit obligations as well as leveraged COLI.
Worldwide Life also includes in "Other" its international  operations as well as
corporate  items  not  directly  allocable  to any of its  reportable  operating
segments, principally interest expense.

Worldwide  Property &  Casualty  is  organized  into four  reportable  operating
segments: the underwriting segments of Commercial, Personal and Reinsurance, and
an International  and Other Operations  segment.  Also reported within Worldwide
Property & Casualty is North American,  which includes the combined underwriting
results of Commercial,  Personal and  Reinsurance  along with income and expense
items not directly  allocable to these segments,  such as net investment income.
The Commercial  segment provides workers'  compensation,  property,  automobile,
liability,  marine,  agricultural  and bond  coverages  to  commercial  accounts
throughout  the United States and Canada.  Excess and surplus lines business not
normally  written by standard  lines  insurers is also  provided.  The  Personal
segment provides automobile,  homeowners, home-based business and fire coverages
to individuals  throughout the United States.  The  Reinsurance  segment assumes
reinsurance  worldwide through its thirteen HartRe offices located in the United
States, Canada, the United Kingdom, France, Italy, Germany, Spain, Hong Kong and
Taiwan.   HartRe  primarily  writes  treaty  reinsurance  through   professional
reinsurance  brokers covering various property,  casualty,  specialty and marine
classes of business.  International  consists of European  companies  offering a
variety  of  insurance  products  (primarily  property  and  casualty  products)
designed to meet the needs of local customers,  and Other Operations consists of
operations which have ceased writing new business.

While  the  measure  of  profit or loss  used by The  Hartford's  management  in
evaluating  performance is core earnings for its non-underwriting  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 1999 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  segments,  the Company  also  reports and  evaluates  core  earnings
results for Worldwide Life and Worldwide  Property & Casualty,  including  North
American.  Worldwide  Property  &  Casualty  includes  core  earnings  for North
American and the International and Other Operations segment.


                                     - 9 -
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 7.  SEGMENT INFORMATION (CONTINUED)

Certain  transactions  between  segments  occur  during the year that  primarily
relate to tax settlements, insurance coverage, expense reimbursements,  services
provided and capital  contributions.  Certain  reinsurance  stop loss agreements
exist between the segments which specify that one segment will reimburse another
for losses  incurred in excess of a predetermined  limit.  Also, one segment may
purchase  group annuity  contracts  from another to fund pension costs and claim
annuities to settle casualty claims.

The following  tables present revenues and core earnings.  Underwriting  results
are presented for the Commercial,  Personal and Reinsurance  segments while core
earnings are presented for the non-underwriting  segments,  along with Worldwide
Life and Worldwide Property & Casualty, including North American.

<TABLE>
<CAPTION>

REVENUES
                                                                              SECOND QUARTER ENDED           SIX MONTHS ENDED
                                                                                    JUNE 30,                     JUNE 30,
                                                                           ---------------------------------------------------------
                                                                               2000          1999           2000          1999
                                                                           ---------------------------------------------------------
Worldwide Life
<S>                                                                        <C>           <C>           <C>            <C>
  Investment Products                                                      $      587    $      499    $    1,172     $      982
  Individual Life                                                                 154           140           311            273
  Group Benefits                                                                  557           489         1,077            964
  COLI                                                                            170           215           335            439
  Other                                                                           (27)           14            (8)            34
------------------------------------------------------------------------------------------------------------------------------------
Total Worldwide Life                                                            1,441         1,357         2,887          2,692
------------------------------------------------------------------------------------------------------------------------------------
Worldwide Property & Casualty
  North American
     Earned premiums, service fees and other from underwriting segments
       Commercial                                                                 848           808         1,677          1,603
       Personal                                                                   674           617         1,325          1,226
       Reinsurance                                                                200           186           383            337
------------------------------------------------------------------------------------------------------------------------------------
  Total underwriting segments earned premiums, service fees and other           1,722         1,611         3,385          3,166
  Net investment income                                                           207           216           428            427
  Net realized capital gains (losses)                                              (8)            6            (1)            22
------------------------------------------------------------------------------------------------------------------------------------
  Total North American                                                          1,921         1,833         3,812          3,615
------------------------------------------------------------------------------------------------------------------------------------
  International and Other Operations                                              153           159           315            341
------------------------------------------------------------------------------------------------------------------------------------
Total Worldwide Property & Casualty                                             2,074         1,992         4,127          3,956
------------------------------------------------------------------------------------------------------------------------------------
Corporate                                                                          (1)           --            (1)            --
------------------------------------------------------------------------------------------------------------------------------------
      TOTAL REVENUES                                                       $    3,514    $    3,349    $    7,013     $    6,648
====================================================================================================================================
</TABLE>

                                     - 10 -
<PAGE>
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 7.  SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
CORE EARNINGS
                                                                              SECOND QUARTER ENDED           SIX MONTHS ENDED
                                                                                    JUNE 30,                     JUNE 30,
                                                                           ---------------------------------------------------------
                                                                               2000          1999           2000          1999
                                                                           ---------------------------------------------------------
Worldwide Life
<S>                                                                        <C>           <C>           <C>            <C>
  Investment Products                                                      $      110    $       81    $      212     $      159
  Individual Life                                                                  20            17            38             32
  Group Benefits                                                                   21            19            40             36
  COLI                                                                              8             8            16             14
  Other                                                                            15           (11)           18            (21)
------------------------------------------------------------------------------------------------------------------------------------
Total Worldwide Life                                                              174           114           324            220
------------------------------------------------------------------------------------------------------------------------------------
Worldwide Property & Casualty
  North American
     Underwriting results
       Commercial                                                                 (34)          (43)          (95)           (95)
       Personal                                                                   (19)            2           (15)            45
       Reinsurance                                                                (11)           (6)          (24)            (9)
------------------------------------------------------------------------------------------------------------------------------------
     Total underwriting results                                                   (64)          (47)         (134)           (59)
     Net service fee and other income [1]                                          --             5             2              7
     Net investment income                                                        207           216           428            427
     Other expenses                                                               (53)          (55)         (102)          (111)
     Income tax (expense) benefit                                                   2            (9)           (2)           (29)
------------------------------------------------------------------------------------------------------------------------------------
  Total North American                                                             92           110           192            235
  International and Other Operations                                                5             8             9             15
------------------------------------------------------------------------------------------------------------------------------------
Total Worldwide Property & Casualty                                                97           118           201            250
------------------------------------------------------------------------------------------------------------------------------------
Corporate                                                                         (32)          (21)          (60)           (41)
------------------------------------------------------------------------------------------------------------------------------------
     TOTAL CORE EARNINGS                                                          239           211           465            429
  Net realized capital gains (losses), after-tax                                  (26)            4           (14)            24
------------------------------------------------------------------------------------------------------------------------------------
     NET INCOME                                                            $      213    $      215    $      451     $      453
====================================================================================================================================
<FN>
[1]  Net of expenses related to service business.
</FN>
</TABLE>

NOTE 8.  STOCK COMPENSATION PLANS

On May 18, 2000,  the  shareholders  of The Hartford  approved The Hartford 2000
Incentive  Stock Plan (the 2000 Stock Plan) which  replaced  The  Hartford  1995
Incentive Stock Plan (the 1995 Stock Plan).  For further  discussion of the 1995
Stock Plan, see Note 10 of Notes to Consolidated  Financial  Statements included
in The Hartford's 1999 Form 10-K Annual Report. The terms of the 2000 Stock Plan
are  substantially  similar to the terms of the 1995 Stock Plan, except that the
maximum  limit  applicable  to all share awards for the ten year duration of the
2000 Stock Plan has been reduced to 8% of the outstanding  shares as of the date
the 2000 Stock  Plan was  approved  by  shareholders  (approximately  17 million
shares).  Also, under the 2000 Stock Plan, there is no applicable  annual limit,
while the 1995 Stock  Plan had an annual  limit of 1.65% of the prior year end's
outstanding shares.


                                     - 11 -
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

     (Dollar amounts in millions except 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  Financial
Services  Group,  Inc. and its  consolidated  subsidiaries  (The Hartford or the
Company) as of June 30, 2000,  compared with December 31, 1999,  and its results
of operations for the second quarter and six months ended June 30, 2000 compared
with the equivalent 1999 periods.  This discussion should be read in conjunction
with the MD&A included in The Hartford's 1999 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 the possibility of general economic
and business  conditions  that are less favorable than  anticipated,  changes in
interest  rates or the stock  markets,  stronger  than  anticipated  competitive
activity,  more frequent or severe natural  catastrophes  than  anticipated  and
those described in the forward-looking statements herein.

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


<PAGE>
--------------------------------------------------------------------------------
INDEX
--------------------------------------------------------------------------------


Consolidated Results of Operations: Operating Summary          12
Worldwide Life                                                 14
Investment Products                                            15
Individual Life                                                15
Group Benefits                                                 16
Corporate Owned Life Insurance (COLI)                          16
Worldwide Property & Casualty                                  17
Commercial                                                     17
Personal                                                       17
Reinsurance                                                    18
International and Other Operations                             18
Environmental and Asbestos Claims                              19
Investments                                                    20
Capital Markets Risk Management                                21
Capital Resources and Liquidity                                22
Regulatory Matters and Contingencies                           23
Accounting Standards                                           23

--------------------------------------------------------------------------------
CONSOLIDATED RESULTS OF OPERATIONS: OPERATING SUMMARY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                               SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                2000           1999           2000           1999
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
TOTAL REVENUES                                                              $    3,514    $    3,349     $    7,013     $    6,648
------------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                  $      213    $      215     $      451     $      453
Less:  Net realized capital gains (losses), after-tax                              (26)            4            (14)            24
------------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                               $      239    $      211     $      465     $      429
====================================================================================================================================
</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 1999 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 second  quarter and six months  ended June 30, 2000  increased
$165,  or 5%, and $365,  or 5%,  respectively,  over the  comparable  prior year
periods,  primarily as a result of  continued  growth in fee income in Worldwide
Life and growth in personal lines and small commercial within Worldwide Property
& Casualty operations.

Core earnings  increased $28, or 13%, and $36, or 8%, for the second quarter and
six months ended June 30, 2000,  respectively,  from the  comparable  prior year
periods as continued strong performance in Worldwide Life operations,  primarily
due to higher  fee  income,  was  partially  offset by a  decline  in  Worldwide
Property & Casualty  results,  primarily due to personal lines  automobile  loss
costs.

The  effective  tax rates for the second  quarter and six months  ended June 30,
2000 were 7% and 16%, respectively,  compared to 23% and 24%, respectively,  for
the comparable  periods in 1999.  During the second quarter of 2000, the Company
reached a settlement  with the Internal  Revenue Service with respect to


                                     - 12 -
<PAGE>
certain tax matters for the 1993-1995 tax years.  The  settlement  resulted in a
$24 tax  benefit  being  recorded in the  Company's  second  quarter  results of
operations.  This benefit,  along with  tax-exempt  interest  earned on invested
assets,  were the  principal  causes of the effective tax rates being lower than
the 35% U.S. statutory rate.

SEGMENT RESULTS

During the second quarter of 2000, The Hartford's reportable segments changed in
connection with the  establishment  of two major operating  entities:  Worldwide
Life and  Worldwide  Property & Casualty.  Within these  entities,  The Hartford
conducts  business  principally in eight  operating  segments.  The Company also
includes in Corporate all activities  related to The HLI Repurchase  (see Note 2
of Notes to  Consolidated  Financial  Statements  and the Capital  Resources and
Liquidity  section under The HLI Repurchase),  along with the minority  interest
for pre-acquisition periods.

Worldwide Life is organized into four reportable operating segments:  Investment
Products,  Individual  Life,  Group Benefits  (formerly  Employee  Benefits) and
Corporate Owned Life Insurance  (COLI).  Worldwide Life also includes in "Other"
its international  operations as well as corporate items not directly  allocable
to any of its reportable operating segments, principally interest expense.

Worldwide  Property &  Casualty  is  organized  into four  reportable  operating
segments: the underwriting segments of Commercial, Personal and Reinsurance, and
an International  and Other Operations  segment.  Also reported within Worldwide
Property & Casualty is North American,  which includes the combined underwriting
results of Commercial,  Personal and  Reinsurance  along with income and expense
items not directly allocable to these segments, such as net investment income.

While  the  measure  of  profit or loss  used by The  Hartford's  management  in
evaluating  performance is core earnings for its non-underwriting  segments, the
Commercial,  Personal and  Reinsurance  segments are evaluated by The Hartford's
management  primarily  based upon  underwriting  results.  While not  considered
segments,  the Company  also reports and  evaluates  core  earnings  results for
Worldwide  Life and Worldwide  Property & Casualty,  including  North  American.
Worldwide  Property & Casualty includes core earnings for North American and the
International and Other Operations segment.

Certain  transactions  between  segments  occur  during the year that  primarily
relate to tax settlements, insurance coverage, expense reimbursements,  services
provided and capital  contributions.  Certain  reinsurance  stop loss agreements
exist between the segments which specify that one segment will reimburse another
for losses  incurred in excess of a predetermined  limit.  Also, one segment may
purchase  group annuity  contracts  from another to fund pension costs and claim
annuities to settle casualty claims.

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


<TABLE>
<CAPTION>
UNDERWRITING RESULTS                                                            SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                           ---------------------------------------------------------
North American                                                                  2000           1999           2000           1999
                                                                           ---------------------------------------------------------
<S>                                                                         <C>           <C>            <C>            <C>
  Commercial                                                                $      (34)   $      (43)    $      (95)    $      (95)
  Personal                                                                         (19)            2            (15)            45
  Reinsurance                                                                      (11)           (6)           (24)            (9)
------------------------------------------------------------------------------------------------------------------------------------
TOTAL NORTH AMERICAN UNDERWRITING RESULTS                                   $      (64)   $      (47)    $     (134)    $      (59)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
CORE EARNINGS                                                                   SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                2000           1999           2000           1999
                                                                            -------------- -------------- -------------- -----------
Worldwide Life
<S>                                                                         <C>           <C>            <C>            <C>
  Investment Products                                                       $       110   $       81     $      212     $      159
  Individual Life                                                                    20           17             38             32
  Group Benefits                                                                     21           19             40             36
  COLI                                                                                8            8             16             14
  Other                                                                              15          (11)            18            (21)
------------------------------------------------------------------------------------------------------------------------------------
Total Worldwide Life                                                                174          114            324            220
Worldwide Property & Casualty
  North American                                                                     92          110            192            235
  International and Other Operations                                                  5            8              9             15
------------------------------------------------------------------------------------------------------------------------------------
Total Worldwide Property & Casualty                                                  97          118            201            250
Corporate                                                                           (32)         (21)           (60)           (41)
------------------------------------------------------------------------------------------------------------------------------------
   TOTAL CORE EARNINGS                                                      $       239   $      211     $      465     $      429
====================================================================================================================================
</TABLE>


                                     - 13 -
<PAGE>
<TABLE>
<CAPTION>
NET INCOME (LOSS)                                                               SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                2000           1999           2000           1999
                                                                            -------------- -------------- -------------- -----------
Worldwide Life
<S>                                                                         <C>           <C>            <C>            <C>
  Investment Products                                                       $       110   $       81     $      212     $      159
  Individual Life                                                                    20           17             38             32
  Group Benefits                                                                     21           19             40             36
  COLI                                                                                8            8             16             14
  Other                                                                             (13)         (11)           (10)           (21)
------------------------------------------------------------------------------------------------------------------------------------
Total Worldwide Life                                                                146          114            296            220
Worldwide Property & Casualty
  North American                                                                     86          113            191            249
  International and Other Operations                                                  9            9             20             25
------------------------------------------------------------------------------------------------------------------------------------
Total Worldwide Property & Casualty                                                  95          122            211            274
Corporate                                                                           (28)         (21)           (56)           (41)
------------------------------------------------------------------------------------------------------------------------------------
   TOTAL NET INCOME                                                         $       213   $      215     $      451     $      453
====================================================================================================================================
</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.

--------------------------------------------------------------------------------
WORLDWIDE LIFE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY [1]                                                           SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            -------------- -------------- -------------- -----------
                                                                                2000           1999           2000           1999
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
Revenues                                                                    $    1,441    $    1,357     $    2,887     $    2,692
Expenses                                                                         1,295         1,243          2,591          2,472
------------------------------------------------------------------------------------------------------------------------------------
  NET INCOME                                                                $      146    $      114     $      296     $      220
Less:  Net realized capital losses, after-tax                                      (28)           --            (28)            --
------------------------------------------------------------------------------------------------------------------------------------
  CORE EARNINGS                                                             $      174    $      114     $      324     $      220
====================================================================================================================================
<FN>
[1]  Worldwide Life results are presented before the effect of the approximately
     19% minority  interest in HLI prior to The HLI Repurchase on June 27, 2000,
     which is reflected in Corporate.
</FN>
</TABLE>

Revenues  increased  $84, or 6%, and $195, or 7%, for the second quarter and six
months ended June 30, 2000,  respectively,  as compared to the  equivalent  1999
periods.  Excluding  net realized  capital  losses and the COLI  segment,  where
revenues  decreased  primarily  due to the  declining  block of  leveraged  COLI
business,  revenues increased $172, or 15%, and $342, or 15%, for the respective
second quarter and six month periods.  The increase in revenues was attributable
to growth across each of Worldwide Life's other operating segments, particularly
the Investment  Products segment,  where related assets under management,  which
include  mutual funds,  grew 18% to $116.5  billion from a year ago. The revenue
growth in the Investment Products segment was primarily due to higher fee income
related to the individual annuity and mutual fund operations  resulting from the
aforementioned increase in assets under management.  In addition, Group Benefits
and Individual Life contributed to the increased  revenues as a result of strong
sales and favorable persistency.

Expenses  increased  $52, or 4%, and $119, or 5%, for the second quarter and six
months ended June 30, 2000,  respectively,  as compared to the  equivalent  1999
periods.  Excluding tax benefits  (described below) and the COLI segment,  where
expenses  decreased  primarily  due to the  declining  block of  leveraged  COLI
business,  expenses increased $121, or 12%, and $257, or 13%, for the respective
second  quarter and six month  periods.  The increase in expenses was lower than
the growth in revenues as Worldwide Life continues to create operating  leverage
by  expanding  its  distribution  platform  to  accelerate  sales  volume  while
utilizing technology and prudent expense management to increase productivity.

Core earnings  increased  $60, or 53%, and $104, or 47%, for the second  quarter
and six months ended June 30, 2000, respectively,  as compared to the equivalent
1999 periods.  This increase was led by the  Investment  Products  segment where
core earnings  increased $29, or 36%, and $53, or 33%, for the respective second
quarter and six month  periods.  Additionally,  the  remaining  three  operating
segments  each  reported a double digit  percentage  increase for the six months
ended June 30, 2000 as compared to the respective  prior year period.  Worldwide
Life also reported a benefit  related to the  settlement of a federal tax matter
of $24 for the second  quarter of 2000 (see Note 6 (c) of Notes to  Consolidated
Financial  Statements).  This benefit, along with an $8 benefit related to state
income taxes in the first  quarter of 2000,  resulted in $32 of tax benefits for
the six months ended June 30, 2000.  Excluding the tax items, core earnings were
up $36, or 32%, and $72, or 33%, for the respective second quarter and six month
periods.


                                     - 14 -
<PAGE>
--------------------------------------------------------------------------------
INVESTMENT PRODUCTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            ----------------------------- --------------------------
                                                                                2000           1999           2000           1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>            <C>            <C>
Revenues                                                                    $      587     $      499     $    1,172     $      982
Expenses                                                                           477            418            960            823
------------------------------------------------------------------------------------------------------------------------------------
  CORE EARNINGS                                                             $      110     $       81     $      212     $      159
------------------------------------------------------------------------------------------------------------------------------------

Individual variable annuity account values                                                                $   82,264     $   70,741
Other individual annuity account values                                                                        8,624          8,371
Other investment products account values                                                                      16,862         15,206
------------------------------------------------------------------------------------------------------------------------------------
  TOTAL ACCOUNT VALUES                                                                                       107,750         94,318
Retail mutual fund assets under management                                                                     8,729          4,119
------------------------------------------------------------------------------------------------------------------------------------
  TOTAL INVESTMENT PRODUCTS ASSETS UNDER MANAGEMENT                                                       $  116,479     $   98,437
====================================================================================================================================
</TABLE>

Revenues in the Investment  Products segment increased $88, or 18%, and $190, or
19%, for the second quarter and six months ended June 30, 2000, respectively, as
compared to the equivalent  1999 periods,  primarily due to higher fee income in
the individual  annuity and retail mutual fund operations.  Fee income generated
by  individual  annuities  increased  $60,  or 22%,  and $136,  or 26%,  for the
respective second quarter and six month periods,  as related account values grew
$11.8  billion,  or 15%, from June 30, 1999.  The growth in  individual  annuity
account values was mostly due to strong individual annuity sales (including $5.8
billion  for the first six months of 2000) and equity  market  appreciation.  In
addition,  fee income from other investment  products increased $25, or 60%, and
$49, or 57%, for the  respective  second  quarter and six month periods of 2000,
primarily  driven by the Company's  retail mutual fund  operation,  where assets
under  management  increased  $4.6 billion,  or 112%,  from June 30, 1999.  This
substantial  growth was mostly due to strong sales  (including  $2.6 billion for
the first six months of 2000) and equity market appreciation.

Due to the continued growth in this segment, particularly the individual annuity
and mutual fund  operations,  expenses  increased $59, or 14%, and $137, or 17%,
for the second  quarter and six months  ended June 30,  2000,  respectively,  as
compared to the equivalent 1999 periods.  These increases were primarily  driven
by amortization of deferred policy  acquisition  costs,  which grew $17, or 16%,
and $44, or 21%, for the  respective  second  quarter and six month  periods and
other expenses which increased $41, or 41%, and $66, or 33%, over the respective
prior year levels.  The segment's  operating expenses as a percentage of average
assets under  management were  relatively  consistent for the second quarter and
six month periods versus the equivalent prior year periods.

Core earnings increased $29, or 36%, and $53, or 33%, for the second quarter and
six months ended June 30, 2000, respectively, as compared to the comparable 1999
periods, primarily due to the growth in revenues associated with the increase in
assets under management across the entire segment.  Additionally, the Investment
Products segment continued to maintain its profit margins related to its primary
businesses thus contributing to the segment's earnings growth.


--------------------------------------------------------------------------------
INDIVIDUAL LIFE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            ----------------------------- --------------------------
                                                                                2000           1999           2000           1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>            <C>            <C>
Revenues                                                                    $      154     $      140     $      311     $      273
Expenses                                                                           134            123            273            241
------------------------------------------------------------------------------------------------------------------------------------
  CORE EARNINGS                                                             $       20     $       17     $       38     $       32
------------------------------------------------------------------------------------------------------------------------------------

Variable life account values                                                                              $    2,848     $    2,021
Total account values                                                                                      $    5,695     $    4,834
------------------------------------------------------------------------------------------------------------------------------------
Variable life insurance in force                                                                          $   28,503     $   19,410
Total life insurance in force                                                                             $   70,613     $   63,297
====================================================================================================================================
</TABLE>

Revenues in the Individual Life segment  increased $14, or 10%, and $38, or 14%,
for the second  quarter and six months  ended June 30,  2000,  respectively,  as
compared to the  equivalent  1999 periods,  resulting  primarily from higher fee
income associated with the growing block of variable life insurance.  Fee income
increased  $14, or 15%, and $41, or 23%, for the  respective  second quarter and
six month periods,  as variable life account values  increased $827, or 41%, and
variable life insurance in force  increased $9.1 billion,  or 47%, from June 30,
1999.

Expenses  increased  $11, or 9%, and $32, or 13%, for the second quarter and six
months ended June 30, 2000,  respectively,  as compared to the  equivalent  1999
periods.  The increase in expenses for the second quarter was principally due to
an $8 increase in benefits,  claims and claim adjustment expenses related


                                     - 15 -
<PAGE>
to the growing  block of  business.  The  increase in expenses for the six month
period was primarily due to a $21, or 40%,  increase in amortization of deferred
policy  acquisition  costs  which was also  associated  with the  growth in this
segment's variable business.

Core earnings  increased $3, or 18%, and $6, or 19%, primarily due to the higher
fee income described above, and favorable mortality experience as death benefits
through  six months  remained  level with 1999,  while life  insurance  in force
increased 12%.


--------------------------------------------------------------------------------
GROUP BENEFITS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            ----------------------------- --------------------------
                                                                                2000           1999           2000           1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>            <C>            <C>
Revenues                                                                    $      557     $      489     $    1,077     $      964
Expenses                                                                           536            470          1,037            928
------------------------------------------------------------------------------------------------------------------------------------
  CORE EARNINGS                                                             $       21     $       19     $       40     $       36
====================================================================================================================================
</TABLE>

Revenues in the Group Benefits segment  increased $68, or 14%, and $113, or 12%,
for the second  quarter and six months  ended June 30,  2000,  respectively,  as
compared to the equivalent prior year periods. The increase was primarily driven
by growth in fully insured premiums,  excluding buyouts, which increased $54, or
13%, and $104, or 12%, for the respective  second quarter and six month periods,
due primarily to favorable persistency of the in force block of business.

Expenses increased $66, or 14%, and $109, or 12%, for the second quarter and six
months ended June 30, 2000,  respectively,  as compared to the equivalent  prior
year  periods.  The increase was primarily  due to higher  benefits,  claims and
claim adjustment expenses which,  excluding buyouts,  increased $45, or 13%, and
$91, or 13% for the respective  second  quarter and six month periods.  However,
the loss ratio (defined as benefits,  claims and claim adjustment  expenses as a
percentage of premiums and other considerations  excluding buyouts) of 82.4% for
the second  quarter and 83.2% for the six months ended June 30,  2000,  remained
relatively consistent with the comparable prior year periods.

The revenue  growth  described  above,  coupled with the  segment's  stable loss
ratio, resulted in an increase in core earnings of $2, or 11% and $4, or 11% for
the respective second quarter and six month periods.

--------------------------------------------------------------------------------
CORPORATE OWNED LIFE INSURANCE (COLI)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            ----------------------------- --------------------------
                                                                                2000           1999           2000           1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>            <C>            <C>
Revenues                                                                    $      170     $      215     $      335     $      439
Expenses                                                                           162            207            319            425
------------------------------------------------------------------------------------------------------------------------------------
  CORE EARNINGS                                                             $        8     $        8     $       16     $       14
------------------------------------------------------------------------------------------------------------------------------------

Variable COLI account values                                                                              $   12,925     $   11,833
Leveraged COLI account values                                                                                  4,975          6,197
------------------------------------------------------------------------------------------------------------------------------------
  TOTAL ACCOUNT VALUES                                                                                    $   17,900     $   18,030
====================================================================================================================================
</TABLE>

COLI revenues  decreased  $45, or 21%, and $104, or 24%, for the second  quarter
and six months ended June 30, 2000, respectively,  as compared to the equivalent
prior year periods.  Net  investment  income  decreased $19, or 18%, and $53, or
23%, for the respective  second  quarter and six month periods  primarily due to
the leveraged COLI block of business,  as related account values  decreased $1.2
billion,  or 20%, as a result of the downsizing  caused by the Health  Insurance
Portability and Accountability Act of 1996. Revenues also decreased due to lower
sales in 2000 as compared to 1999.

Expenses decreased $45, or 22%, and $106, or 25%, for the second quarter and six
months ended June 30, 2000,  respectively,  as compared to the equivalent  prior
year periods due to the factors described above.

Core earnings was  consistent  for the second  quarters  ended June 30, 2000 and
1999, however,  core earnings for the six months ended June 30, 2000 as compared
to the equivalent  period of 1999 increased $2, or 14%. The increase for the six
month period was  primarily  attributable  to the variable COLI business  where
account  values  increased  $1.1 billion,  or 9%, as well as increased  earnings
associated with a block of leveraged COLI business recaptured in 1998.


                                     - 16 -
<PAGE>
--------------------------------------------------------------------------------
WORLDWIDE PROPERTY & CASUALTY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                              SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            ----------------------------- --------------------------
                                                                                2000           1999           2000           1999
                                                                            -------------- -------------- -------------- -----------
<S>                                                                         <C>           <C>            <C>            <C>
TOTAL REVENUES                                                              $    2,074    $    1,992     $    4,127     $    3,956
------------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                  $       95    $      122     $      211     $      274
Less:  Net realized capital gains (losses), after-tax                               (2)            4             10             24
------------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                               $       97    $      118     $      201     $      250
====================================================================================================================================
</TABLE>

Revenues for Worldwide  Property & Casualty increased $82, or 4%, for the second
quarter  and  increased  $171,  or 4%, for the six months  ended June 30,  2000,
compared with the same prior year periods.  The increase for the second  quarter
was due to a $105  increase in earned  premiums  primarily  in  Personal,  small
commercial  and  Reinsurance,  partially  offset  by  decreases  of  $12  in net
investment  income and $11 in pre-tax net realized  capital  gains.  For the six
month period,  the increase in earned premiums of $198 was partially offset by a
decrease of $4 in net investment  income and $23 in pre-tax net realized capital
gains.

Core earnings decreased $21, or 18%, for the second quarter and $49, or 20%, for
the six months ended June 30, 2000  compared to the same periods in 1999.  These
decreases for the quarter were primarily due to increases in Personal automobile
loss costs partially offset by favorable impacts of Commercial pricing increases
and lower other  underwriting  expense (OUE) ratios. In addition,  International
and Other Operations  decreased as a result of adverse loss reserve  development
in International's  automobile business. For the six month period, the decreases
were due to an increase in Personal  automobile loss costs,  higher  catastrophe
losses and  expenses  related to the  Commercial  field  office  reorganization.
International and Other Operations'  decrease was due to continued adverse prior
year reserve development on International's automobile business.


--------------------------------------------------------------------------------
COMMERCIAL
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                              SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            ----------------------------- --------------------------
                                                                                2000           1999           2000           1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>           <C>            <C>            <C>
Written premiums                                                            $      858    $      794     $    1,688     $    1,561
Underwriting results                                                        $      (34)   $      (43)    $      (95)    $      (95)
Combined ratio                                                                   101.9         105.1          103.9          106.0
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Commercial  written  premiums  increased  $64, or 8%, for the second quarter and
$127,  or 8%, for the six  months  ended June 30,  2000  compared  with the same
periods in 1999. Continued solid growth in the small commercial businesses, with
Select Customer up 18% and 20%,  respectively,  and the small commercial portion
of Affinity up 26% and 30%, respectively,  for the second quarter and six months
ended  June  30,  2000,  respectively,  was  slightly  offset  by  decreases  in
mid-market  standard  commercial   business,   Key  Accounts,   of  5%  and  9%,
respectively.  Enhanced product offerings,  targeted  geographic  strategies and
partnerships  with other  entities  continued  to be the primary  drivers of the
growth businesses.  The decline in mid-market  continues to be attributable to a
highly competitive,  but firming,  marketplace,  aggressive underwriting actions
and reaction to price increases by The Hartford.

Underwriting  results improved $9, or 3.2 combined ratio points,  for the second
quarter,  but were flat for the six months ended June 30, 2000 compared with the
same prior year periods.  The combined  ratio improved by 2.1 points for the six
month period. The improvement for the second quarter was primarily the result of
improvements  in the loss  ratio due to the  continued  effective  execution  of
pricing actions and a decrease in the OUE ratio.  For the six month period,  the
improvement   noted  in  the  second   quarter  was  offset  by  first   quarter
reorganization costs and catastrophe results adverse to the prior year.

--------------------------------------------------------------------------------
PERSONAL
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                              SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            ----------------------------- --------------------------
                                                                                2000           1999           2000           1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>            <C>            <C>
Written premiums                                                           $       692    $      635     $    1,305     $    1,195
Underwriting results                                                       $       (19)   $        2     $      (15)    $       45
Combined ratio                                                                   102.5         101.8          101.1           98.6
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Personal written premiums increased $57, or 9%, for the second quarter and $110,
or 9%, for the six months  ended June 30,  2000 over the  comparable  prior year
periods.  Written  premiums  increased  $24, or 6%, in the AARP  program for the
quarter,  and $43,  or 6%, for the six month  period.  Standard  agency  written
premiums  increased  $20, or 12% for the  quarter  and $43, or 14%,  for the six
months ended June 30, 2000. Affinity growth of $14, or 53%, for the quarter, and
$35, or 71%, for the six month


                                     - 17 -
<PAGE>
period  included the Ford Motor Company and Ford Motor Credit Company account as
well as financial  institutions.  In June 2000,  the company  announced  another
affinity  marketing  arrangement  with  Sears  that  will  begin  July 1,  2000.
Non-standard  automobile written premiums through Omni were essentially flat for
the quarter  compared to prior year,  but declined $12, or 9%, for the six month
period  compared  to prior year due to  decreased  business  as a result of rate
increases not matched by competitors.

Underwriting  results  decreased $21 for the second  quarter and $60 for the six
months  ended  June 30,  2000 with a  corresponding  0.7 point  increase  in the
combined ratio for the quarter and a 2.5 point increase for the six month period
compared with 1999. The decrease in underwriting results and related increase in
the combined ratio were driven principally by loss and loss adjustment  expense,
up 1.5 points for the quarter  and 3.6 points for the six months  ended June 30,
2000  compared to 1999.  The  frequency  and severity of  automobile  losses are
running at  increased  levels  from 1999.  The 2000 OUE ratio was below 1999 for
both the quarter and six months, reflecting the continuing trend of productivity
gains from prior investments,  and fixed cost growth lower than written premiums
growth.

--------------------------------------------------------------------------------
REINSURANCE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                              SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            ----------------------------- --------------------------
                                                                                2000           1999           2000           1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>           <C>            <C>            <C>
Written premiums                                                            $      188    $      174     $      455     $      392
Underwriting results                                                        $      (11)   $       (6)    $      (24)    $       (9)
Combined ratio                                                                   108.1         102.7          104.9          102.4
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Reinsurance  written  premiums  increased $14, or 8%, for the second quarter and
$63, or 16%,  for the six months  ended June 30,  2000,  compared  with the same
prior year periods. These increases were primarily due to continued execution of
new business development strategies in the Alternative Risk Transfer line and in
Europe, along with successful pricing increases in North America.

Underwriting  results  decreased  $5 for the second  quarter and $15 for the six
months ended June 30, 2000 with  corresponding 5.4 point and 2.5 point increases
in the combined ratio for the second quarter and six month periods compared with
1999. The decrease in  underwriting  results and increase in combined ratios for
both periods was primarily due to continued adverse prior underwriting year loss
development  concentrated  in a few  classes of  business  along with  increased
commissions.  In addition,  2.2 of the 5.4 point  increase in the second quarter
combined  ratio was due to the commuting of a significant  treaty written in the
first quarter.

--------------------------------------------------------------------------------
INTERNATIONAL AND OTHER OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                               SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                                      JUNE 30,                      JUNE 30,
                                                                            ----------------------------- --------------------------
                                                                                2000           1999           2000           1999
                                                                            ----------------------------- --------------------------
<S>                                                                         <C>           <C>            <C>            <C>
TOTAL REVENUES                                                              $      153    $      159     $      315     $      341
------------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                  $        9    $        9     $       20     $       25
Less:  Net realized capital gains, after-tax                                         4             1             11             10
------------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                               $        5    $        8     $        9     $       15
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

International

International  revenues  decreased $8, or 7%, for the second quarter and $26, or
10%, for the six months ended June 30, 2000 over the comparable periods in 1999.
The decreases were mainly due to a continued negative foreign exchange impact as
the Euro deteriorated  against the U.S. dollar during the second quarter and for
the six months ended June 30, 2000.  Excluding  the effect of foreign  exchange,
total  revenues  increased $10 for the second  quarter and $9 for the six months
ended June 30, 2000 primarily due to an increase in automobile earned premiums.

Core earnings for the second quarter ended June 30, 2000,  decreased $3, or 50%,
compared to the same period in 1999,  primarily due to adverse  automobile  loss
reserve development and unfavorable foreign exchange impacts.  For the six month
period,  core earnings decreased $6, or 50%, over the comparable 1999 period due
mainly  to a  higher  calendar  year  loss  ratio  in  automobile  business  and
unfavorable  foreign  exchange  impacts.  Overall,  there was a negative foreign
exchange  impact of $1 for the second  quarter  and $2 for the six months  ended
June 30, 2000.

Other Operations

Other Operations  revenues  increased $2, or 6%, for the second quarter and were
flat for the six months  ended  June 30,  2000  compared  to the same prior year
periods. Core earnings were flat for the second quarter and the six months ended
June 30, 2000, compared to prior year.


                                     - 18 -
<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  Worldwide  Property  &  Casualty.   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 in the mid-1990's,  progress
was  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  initiated in April 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 1999 Form
10-K Annual Report.

Reserve  activity for both reported and  unreported  environmental  and asbestos
claims,  including  reserves for legal defense  costs,  for the six months ended
June 30,  2000 and the year ended  December  31,  1999,  was as follows  (net of
reinsurance):

<TABLE>
<CAPTION>
                                                     ENVIRONMENTAL AND ASBESTOS
                                                CLAIMS AND CLAIM ADJUSTMENT EXPENSES

                                                               SIX MONTHS ENDED                            YEAR ENDED
                                                                 JUNE 30, 2000                          DECEMBER 31, 1999
                                                    --------------------------------------------------------------------------------
                                                     Environmental    Asbestos     Total      Environmental    Asbestos     Total
                                                    --------------------------------------------------------------------------------
<S>                                                 <C>              <C>        <C>            <C>              <C>        <C>
 Beginning liability                                $       995      $   607    $   1,602      $     1,144      $    648   $  1,792
 Claims and claim adjustment expenses incurred                4            3            7                7             4         11
 Claims and claim adjustment expenses paid                  (47)         (24)         (71)            (156)          (45)      (201)
 -----------------------------------------------------------------------------------------------------------------------------------
 ENDING LIABILITY [1]                               $       952      $   586    $   1,538      $       995      $    607   $  1,602
 ===================================================================================================================================
<FN>
[1]  The ending  liabilities  are net of  reinsurance on reported and unreported
     claims of $1,399  and  $1,506  for June 30,  2000 and  December  31,  1999,
     respectively.  Gross of  reinsurance  as of June 30, 2000 and  December 31,
     1999,  reserves for  environmental  and asbestos were $1,555 and $1,382 and
     $1,609 and $1,499, respectively.
</FN>
</TABLE>

The Hartford  believes that the  environmental and asbestos reserves recorded at
June 30, 2000 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.


                                     - 19 -
<PAGE>
--------------------------------------------------------------------------------
INVESTMENTS
--------------------------------------------------------------------------------

An  important  element of the  financial  results of The  Hartford  is return on
invested  assets.  The  Hartford's  investment  portfolios  are divided  between
Worldwide Life and Worldwide Property & Casualty.  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 1999 Form 10-K Annual Report for a description of
the Company's investment objectives and policies.

WORLDWIDE LIFE

Invested assets, excluding separate accounts,  totaled $21.5 billion at June 30,
2000 and were  comprised of $17.0 billion of fixed  maturities,  $3.6 billion of
policy loans, and other investments of $877. Invested assets, excluding separate
accounts, totaled $21.8 billion at December 31, 1999 and were comprised of $17.0
billion of fixed maturities, $4.2 billion of policy loans, and other investments
of $529.  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.

                    FIXED MATURITIES BY TYPE
------------------------------------------------------------------
                              JUNE 30, 2000   DECEMBER 31, 1999
-----------------------------------------------------------------
TYPE                       FAIR VALUE PERCENT FAIR VALUE PERCENT
-----------------------------------------------------------------

Corporate                   $  7,333   43.1%  $  7,737    45.4%
ABS                            2,818   16.6%     2,508    14.7%
Commercial MBS                 2,393   14.1%     2,112    12.4%
Municipal - tax-exempt         1,320    7.8%     1,108     6.5%
MBS - agency                     909    5.3%       853     5.0%
CMO                              676    4.0%       592     3.5%
Gov't/Gov't agencies - For.      314    1.8%       339     2.0%
Gov't/Gov't agencies - U.S.      122    0.7%       229     1.3%
Municipal - taxable               69    0.4%       165     1.0%
Short-term                       967    5.7%     1,346     7.9%
Redeemable preferred stock        78    0.5%        46     0.3%
-----------------------------------------------------------------
   TOTAL FIXED MATURITIES   $ 16,999  100.0%  $ 17,035   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 Worldwide Life's results.

                            SECOND QUARTER      SIX MONTHS ENDED
                            ENDED JUNE 30,          JUNE 30,
                          ----------------------------------------
(before-tax)                2000      1999       2000      1999
------------------------- --------- ---------- --------- ---------
Net investment income -
  excluding policy loans $   312   $   284    $   620   $   574
Policy loan income            72        97        146       208
                           ---------------------------------------
Net invest. income -
  total                  $   384   $   381    $   766   $   782
Yield on average
  invested assets [1]        7.0%      6.9%       6.9%      6.7%
Net realized capital
  losses                 $   (43)  $    --    $   (43)  $    --
------------------------------------------------------------------
[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,  excluding  policy loans, for the second quarter and six
months ended June 30, 2000  increased  approximately  10% and 8% compared to the
respective  prior  periods.  The increases  were  primarily due to higher yields
earned on new investments.  Policy loan income decreased  approximately  26% and
30% over the same periods due to the decrease in leveraged COLI business.

Net realized capital losses for the second quarter and six months ended June 30,
2000 increased by $43 compared to the respective  prior year periods,  primarily
as a result of portfolio rebalancing.

WORLDWIDE PROPERTY & CASUALTY

Total invested  assets were $17.6 billion at June 30, 2000 and were comprised of
fixed  maturities  of $15.9  billion  and  other  investments  of $1.7  billion,
primarily equity securities and limited partnerships. Total invested assets were
$17.4  billion at December 31, 1999 and were  comprised of fixed  maturities  of
$15.8 billion and other investments of $1.6 billion, primarily equity securities
and limited partnerships.

                   FIXED MATURITIES BY TYPE
----------------------------------------------------------------
                              JUNE 30, 2000   DECEMBER 31, 1999
-----------------------------------------------------------------
TYPE                       FAIR VALUE PERCENT FAIR VALUE PERCENT
-----------------------------------------------------------------

Municipal - tax-exempt      $  8,379   52.8%  $  8,160    51.5%
Corporate                      3,121   19.7%     3,104    19.6%
Gov't/Gov't agencies - For.    1,050    6.6%     1,140     7.2%
Commercial MBS                   987    6.2%       881     5.6%
ABS                              631    4.0%       596     3.8%
MBS - agency                     405    2.6%       445     2.8%
CMO                              181    1.1%       240     1.5%
Gov't/Gov't agencies - U.S.       67    0.4%       101     0.6%
Municipal - taxable               43    0.3%        54     0.4%
Short-term                       826    5.2%     1,003     6.3%
Redeemable preferred stock       167    1.1%       116     0.7%
----------------------------------------------------------------
   TOTAL FIXED MATURITIES   $ 15,857  100.0%  $ 15,840   100.0%
================================================================

INVESTMENT RESULTS

The table below summarizes Worldwide Property & Casualty's results.

                            SECOND QUARTER      SIX MONTHS ENDED
                            ENDED JUNE 30,          JUNE 30,
                          ----------------------------------------
                            2000      1999       2000      1999
------------------------------------------------------------------
Net investment income,
  before-tax             $   259   $   271    $  531    $   535
Net investment income,
  after-tax [1]          $   204   $   209    $  414    $   415
Yield on average
  invested assets,           6.0%      6.1%      6.1%       6.0%
  before-tax [2]
Yield on average
  invested assets,           4.7%      4.7%      4.8%       4.7%
  after-tax [1] [2]
Net realized capital
  gains and losses,      $    (2)  $     9    $   15    $    38
  before-tax
==================================================================
[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 second quarter ended June 30, 2000, before- and after-tax net investment
income decreased by 4% and 2%, respectively. The decreases were primarily due to
a decrease in partnership  income.  For the six months ended June 30, 2000, both
before- and after-tax  net  investment  income  decreased  slightly.  The slight
decreases were primarily due to a decline in invested assets which was


                                     - 20 -
<PAGE>
partially offset by increases in both dividend and partnership income.

Net realized  capital gains for the second quarter and six months ended June 30,
2000 decreased from the respective  prior year periods as increased equity gains
were more than offset by increased fixed maturity losses.

--------------------------------------------------------------------------------
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 1999 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 are 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 Worldwide  Life,
including  guaranteed separate accounts,  and Worldwide Property & Casualty,  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.

WORLDWIDE LIFE

As of June 30,  2000 and  December  31,  1999,  over 97% of the  fixed  maturity
portfolio was invested in securities rated investment grade.


               FIXED MATURITIES BY CREDIT QUALITY
-----------------------------------------------------------------
                              JUNE 30, 2000    DECEMBER 31, 1999
------------------------------------------------------------------
 CREDIT QUALITY            FAIR VALUE PERCENT FAIR VALUE PERCENT
-----------------------------------------------------------------

 U.S. Gov't/Gov't agencies  $  2,164     8.2% $  2,404     9.3%
 AAA                           4,278    16.3%    3,535    13.6%
 AA                            3,412    13.0%    3,199    12.3%
 A                             8,614    32.8%    8,731    33.6%
 BBB                           5,642    21.5%    5,816    22.4%
 BB & below                      650     2.5%      559     2.2%
 Short-term                    1,499     5.7%    1,728     6.6%
-----------------------------------------------------------------
   TOTAL FIXED MATURITIES   $ 26,259   100.0% $ 25,972   100.0%
=================================================================

WORLDWIDE PROPERTY AND CASUALTY

As of June 30,  2000 and  December  31,  1999  over  95% of the  fixed  maturity
portfolio was invested in securities rated investment grade.

               Fixed Maturities by Credit Quality
-----------------------------------------------------------------
                              JUNE 30, 2000    DECEMBER 31, 1999
------------------------------------------------------------------
 CREDIT QUALITY            FAIR VALUE PERCENT FAIR VALUE PERCENT
-----------------------------------------------------------------

 U.S. Gov't/Gov't agencies  $    545     3.4% $    650     4.1%
 AAA                           6,651    42.0%    6,378    40.3%
 AA                            3,329    21.0%    3,298    20.8%
 A                             2,514    15.9%    2,613    16.5%
 BBB                           1,352     8.5%    1,240     7.8%
 BB & below                      640     4.0%      658     4.2%
 Short-term                      826     5.2%    1,003     6.3%
-----------------------------------------------------------------
   TOTAL FIXED MATURITIES   $ 15,857   100.0% $ 15,840   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,
1999.

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


                                     - 21 -
<PAGE>
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 $9.7 billion and $9.8
billion at June 30, 2000 and December 31, 1999, respectively.

For  a  further  discussion  of  market  risk  exposure,   including  derivative
instruments, please refer to The Hartford's 1999 Form 10-K Annual Report.

--------------------------------------------------------------------------------
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. As of June 30, 2000, the capital  structure of The Hartford  consisted of
debt and  equity,  and as of  December  31,  1999  also  consisted  of  minority
interest, summarized as follows:

<TABLE>
<CAPTION>

                                                                                             JUNE 30, 2000        DECEMBER 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                    <C>
Short-term debt                                                                          $            431       $           31
Long-term debt                                                                                      2,061                1,548
Company obligated mandatorily redeemable preferred securities of subsidiary trusts
  holding solely junior subordinated debentures (QUIPS and TruPS)                                   1,243                1,250
------------------------------------------------------------------------------------------------------------------------------------
       TOTAL DEBT                                                                        $          3,735       $        2,829
       -----------------------------------------------------------------------------------------------------------------------------
       MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY  [1]                                 $             --       $          491
       -----------------------------------------------------------------------------------------------------------------------------
Equity excluding unrealized loss on securities, net of tax                               $          6,408       $        5,664
Unrealized loss on securities, net of tax                                                            (120)                (198)
------------------------------------------------------------------------------------------------------------------------------------
       TOTAL STOCKHOLDERS' EQUITY                                                        $          6,288       $        5,466
       -----------------------------------------------------------------------------------------------------------------------------
       TOTAL CAPITALIZATION  [2]                                                         $         10,143       $        8,984
       -----------------------------------------------------------------------------------------------------------------------------
Debt to equity  [2] [3]                                                                               58%                  50%
Debt to capitalization  [2] [3]                                                                       37%                  31%
====================================================================================================================================
<FN>
[1]     Excludes  unrealized  loss on  securities,  net of tax,  of  $(62) as of
        December 31, 1999.
[2]     Excludes unrealized loss on securities, net of tax.
[3]     Excluding QUIPS and TruPS,  the debt to equity ratio was 39% and 28% and
        the debt to capitalization ratio was 25% and 18% as of June 30, 2000 and
        December 31, 1999, respectively.
</FN>
</TABLE>


THE HLI REPURCHASE

On June 27, 2000,  The Hartford  acquired all of the  outstanding  shares of HLI
that it did not already own (The HLI  Repurchase).  The HLI  Repurchase has been
recorded  as a purchase  transaction.  Consideration  totaled  $1.4  billion and
resulted in recognition of goodwill  (excess of the purchase price over the fair
values  of  the  net  assets   acquired)  of  $862,   which  will  be  amortized
straight-line  over a 25 year  period.  Of the total  purchase  price,  $226 was
outstanding and payable as of June 30, 2000, related to non-tendered shares, the
majority of which was subsequently paid in July 2000.

Purchase  accounting  for the  transaction  resulted in  adjustments to the cost
basis  of  certain  assets  and   liabilities   acquired  based  on  preliminary
assessments  of fair value,  including the  recognition  of the present value of
future  gross  profits to be earned  (PVP) and a reduction  of  deferred  policy
acquisition  costs.  Goodwill  amortization and other purchase price adjustments
did not have a material impact on second quarter results of operations.



Purchase consideration for the transaction was as follows:

Issuance of:
-----------
  Common stock from treasury (7.25 million shares
   @ $54.90 per share)                                      $398
  Long-term notes:
   $250  7.75% notes due June 15, 2005                       244
   $275  7.90% notes due June 15, 2010                       272
  Commercial paper                                           400
------------------------------------------------------------------
     Consideration raised                                  1,314
Other including conversion of HLI employee options
   and restricted shares                                     102
------------------------------------------------------------------
     Total consideration                                  $1,416
------------------------------------------------------------------

CAPITALIZATION

The Hartford's total  capitalization,  excluding  unrealized loss on securities,
net of tax,  increased by $1.2 billion as of June 30, 2000  compared to December
31,  1999.  This  change was  primarily  the result of  earnings  and  financing
activities  related  to  The  HLI  Repurchase,  partially  offset  by  dividends
declared.

DEBT

On June 16,  2000,  The Hartford  issued and sold $525 of  unsecured  redeemable
long-term debt. On June 23, 2000, The Hartford issued $400 of commercial  paper.
Proceeds on the debt issuances  were used to partially fund The HLI  Repurchase.
For a  further  discussion  of the  debt,  see Note 3 of  Notes to  Consolidated
Financial Statements.


                                     - 22 -
<PAGE>
STOCKHOLDERS' EQUITY

Issuance of common stock from  treasury - On June 8, 2000,  The Hartford  issued
7.25 million  shares of common stock under its existing  shelf  registration  to
Goldman,  Sachs & Co. for $398.  The shares,  which were issued out of treasury,
were re-offered by Goldman, Sachs & Co. to investors.  The Hartford used the net
proceeds from the issuance of the shares to partially fund The HLI Repurchase.

Dividends  - On May 18,  2000,  The  Hartford  declared a dividend on its common
stock of $0.24 per share payable on July 3, 2000 to shareholders of record as of
June 1, 2000.

Treasury  stock - During  the six  months  ended  June 30,  2000,  The  Hartford
repurchased 2.8 million shares of its common stock in the open market at a total
cost of $100 under the Company's $1.0 billion  repurchase  program authorized in
October 1999.  Since the inception of the repurchase  program,  The Hartford has
repurchased  5.9  million  shares  at a total  cost of  $243.  Certain  of these
repurchased  shares have been reissued pursuant to certain  stock-based  benefit
plans and in the issuance of common stock  described  above.  As a result of The
HLI Repurchase, management has elected to temporarily discontinue all repurchase
activity indefinitely.

CASH FLOWS                                  SIX MONTHS ENDED
                                                June 30,
                                        --------------------------
                                               2000         1999
------------------------------------------------------------------
Cash provided by operating activities   $       897  $       106
Cash (used for) provided by investing
   activities                           $      (792) $     2,513
Cash used for financing activities      $       (70) $    (2,537)
Cash - end of period                    $       212  $       201
==================================================================

The increase in operating  cash flow was  primarily  the result of a decrease in
income taxes paid along with growth in Worldwide Life business.  The decrease in
cash used for financing  activities  was  attributable  to financing for The HLI
Repurchase  as  well as a lower  level  of  disbursements  for  investment  type
contracts  related  to the  leveraged  block  of COLI  business.  The  financing
activities,  along with the increase in cash  provided by operating  activities,
accounted for the change in cash from investing activities.


--------------------------------------------------------------------------------
REGULATORY MATTERS AND CONTINGENCIES
--------------------------------------------------------------------------------

NAIC CODIFICATION

The NAIC adopted the  Codification of Statutory  Accounting  Principles (SAP) in
March 1998. The effective date for the statutory  accounting guidance is January
1, 2001.  It is expected  that each of The  Hartford's  domiciliary  states will
adopt the SAP and the  Company  will make the  necessary  changes  required  for
implementation. The Company is in the process of determining the impact, if any,
that the SAP will have on the statutory  financial  statements of The Hartford's
insurance subsidiaries.

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 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  third  parties.  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.

YEAR 2000

Status and Contingency Plans

As of June 30,  2000,  The Hartford had not  experienced  any Year  2000-related
business  interruptions  arising  either  from its own systems or those of third
parties.  Nonetheless,  The Hartford has developed certain  contingency plans in
order to avoid or minimize any Year  2000-related  problems should they occur in
the future.  Each business segment has identified  certain  business  disruption
scenarios that, if they were to occur, could create significant  problems in its
respective  critical  functions.  Each  segment has  developed  a  corresponding
contingency  plan to respond to such  problems.  The Hartford  will  continue to
assess Year 2000 issues,  if any, on its business  functions and will review and
revise its contingency plans related thereto as circumstances warrant.

Year 2000 Costs

The  Hartford  did not  incur any  significant  costs  related  to its Year 2000
efforts during the six months ended June 30, 2000.

Insurance Claims

As an insurer,  The Hartford  has  received  and expects to receive  claims from
insureds who have  incurred or may incur losses as a result of Year 2000 issues.
Insurance coverage,  if any, will depend upon the provisions of the policies and
the facts and  circumstances  of each claim.  The  Hartford  does not  currently
believe that the claim and claim adjustment expenses related to such claims will
have a material  impact upon The  Hartford's  financial  condition or results of
operations.

For further  information on Year 2000,  please refer to The Hartford's 1999 Form
10-K Annual Report.

--------------------------------------------------------------------------------
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.


                                     - 23 -
<PAGE>
                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Hartford is involved in various legal actions,  some of which involve claims
for substantial  amounts.  In the opinion of management,  final outcome of these
matters 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.

In May 2000, an agreement in principle was reached providing for a settlement of
the Delaware  Chancery Court (the Court) actions reported in the Company's March
31, 2000, Form 10-Q concerning The HLI Repurchase. On May 17, 2000, a Memorandum
of Understanding was executed by all parties taking into account the final price
paid for the public shares and providing for a full release by all class members
and  named  plaintiffs  of all  claims  that  were or could  have  been  brought
concerning The HLI  Repurchase.  The settlement is subject to the execution of a
definitive  stipulation of settlement after confirmatory  discovery and approval
by the Court after notice to the members of the proposed  settlement  class. The
Memorandum  of  Understanding  also  provides  that upon final  approval  of the
settlement,  the Company will pay plaintiffs' attorneys' fees and costs of up to
$2.  As of July 31,  2000,  the  discovery  contemplated  by the  Memorandum  of
Understanding  was  completed,  but the  stipulation  of settlement had not been
finalized and executed.

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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 18,  2000,  The Hartford  held its annual  meeting of  shareholders.  The
following  matters were considered and voted upon: (1) the election of directors
to serve for a one year term, (2) the  ratification of the appointment of Arthur
Andersen LLP as  independent  auditors of the Company for the fiscal year ending
December 31, 2000, (3) the approval of certain  material terms of The Hartford's
annual  executive  bonus  program,  (4)  the  approval  of The  Hartford's  2000
Incentive  Stock Plan and (5) a shareholder  proposal  regarding The  Hartford's
investment in tobacco equities.

Set forth below is the vote  tabulation  relating to the five items presented to
the shareholders at the annual meeting:

(1) The  shareholders  elected  each  of  the  eleven  nominees to  the Board of
    Directors for a one-year term:

  NAME OF DIRECTOR
  NOMINEES                   SHARES FOR       SHARES WITHHELD
  --------------------------------------------------------------
  Bette B. Anderson         174,488,242          2,542,455
  Rand V. Araskog           173,561,180          3,469,517
  Ramani Ayer               174,507,268          2,523,429
  Dina Dublon               174,572,181          2,458,516
  Donald R. Frahm           173,225,780          3,804,917
  Paul G. Kirk, Jr.         174,558,662          2,472,035
  Robert W. Selander        174,646,496          2,384,201
  Lowndes A. Smith          174,650,103          2,380,594
  H. Patrick Swygert        174,531,320          2,499,377
  Gordon I. Ulmer           174,520,300          2,510,397
  David K. Zwiener          174,256,605          2,414,924
  ==============================================================

(2)  The  shareholders  ratified  the  appointment  of  Arthur  Andersen  LLP as
     independent auditors of The Hartford:

         Shares For                   176,132,656
         Shares Against                   986,060
         Shares Abstained                 911,981


(3)  The shareholders  approved certain material terms of The Hartford's  annual
     executive bonus program:

         For                          163,798,196
         Against                       10,776,350
         Abstain                        2,456,151

(4) The shareholders  approved the adoption of The Hartford 2000 Incentive Stock
Plan:

         For                          131,402,185
         Against                       25,366,352
         Abstain                        1,842,948
         Broker Non-Vote               18,419,212


(5)  The shareholders  defeated a shareholder  proposal regarding The Hartford's
     investment in tobacco equities:

         For                           10,642,297
         Against                      140,924,427
         Abstain                        7,044,761
         Broker Non-Vote               18,419,212

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits - See Exhibits Index.

(b)      Reports on Form 8-K

The Company  filed a Form 8-K Current  Report  dated May 18, 2000 to report that
Hartford  Fire  Insurance  Company,  a wholly owned  subsidiary  of the Company,
intended  to make a cash  tender


                                     - 24 -
<PAGE>
offer for all of the  publicly-held  shares of  Hartford  Life,  Inc.'s  Class A
Common  Stock.  Any shares of Hartford  Life,  Inc.'s  Class A Common  Stock not
purchased  in the tender  offer would be acquired by the Company in a subsequent
merger  transaction.  No financial  statements were required to be or were filed
with this Form 8-K.

The Company filed a Form 8-K Current  Report on June 23, 2000 to  incorporate by
reference into Registration Statement No. 333-12617 on Form S-3 the Underwriting
Agreement  dated June 5, 2000 between the Company and Goldman,  Sachs & Co., and
the  Underwriting  Agreement  dated June 13,  2000 among the  Company and Credit
Suisse First Boston  Corporation and Goldman,  Sachs & Co. as Representatives of
the  Several  Underwriters  named  in  Schedule  1  to  the  Applicable  Pricing
Agreement.  No financial  statements were required to be or were filed with this
Form 8-K.

The  Company  filed a Form 8-K on June 27, 2000 to report that the merger of HLI
Acquisition,  Inc., a wholly  owned  subsidiary  of the  Company,  with and into
Hartford Life, Inc. had been completed. No financial statements were required to
be or were filed with this Form 8-K.



                                    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





August 11, 2000



                                     - 25 -
<PAGE>


                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                    FORM 10-Q
                                  EXHBITS INDEX





         Exhibit #
         ---------


          10.1          The Hartford 2000 Incentive Stock Plan dated as of May
                        18, 2000 is filed herewith.

          27            Financial Data Schedule is filed herewith.




                                     - 26 -
<PAGE>


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