HARTFORD FINANCIAL SERVICES GROUP INC/DE
10-Q, 2000-05-15
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 March 31, 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 April 30, 2000, there were outstanding 214,899,119 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 - First Quarter Ended March 31,
2000 and 1999                                                                 3

Consolidated Balance Sheets - March 31, 2000 and December 31, 1999            4

Consolidated Statements of Changes in Stockholders' Equity - First Quarter
Ended March 31, 2000 and 1999                                                 5

Consolidated Statements of Cash Flows - First Quarter Ended March 31,
2000 and 1999                                                                 6

Notes to Consolidated Financial Statements                                    7

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                                          10

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK           19


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

ITEM 1. LEGAL PROCEEDINGS                                                    20

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                     20

Signature                                                                    21


                                     - 2 -
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME




                                                                                                      First Quarter Ended
                                                                                                           March 31,
                                                                                                   --------------------------
   (In millions, except for per share data)                                                           2000          1999
   ==========================================================================================================================
                                                                                                          (Unaudited)
<S>                                                                                                <C>          <C>
   REVENUES
     Earned premiums, fee income and other                                                         $   2,828    $   2,605
     Net investment income                                                                               654          665
     Net realized capital gains                                                                           17           29
   --------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                                               3,499        3,299
          ===================================================================================================================

   BENEFITS, CLAIMS AND EXPENSES
     Benefits, claims and claim adjustment expenses                                                    1,990        1,909
     Amortization of deferred policy acquisition costs                                                   544          458
     Other expenses                                                                                      621          588
   --------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                                                          3,155        2,955
          ===================================================================================================================

          OPERATING INCOME                                                                               344          344
   Income tax expense                                                                                     78           86
   --------------------------------------------------------------------------------------------------------------------------

          INCOME BEFORE MINORITY INTEREST                                                                266          258
   Minority interest in consolidated subsidiary                                                          (28)         (20)
   --------------------------------------------------------------------------------------------------------------------------

          NET INCOME                                                                               $     238    $     238
          ===================================================================================================================

   Basic earnings per share                                                                        $    1.10    $    1.05
   Diluted earnings per share                                                                      $    1.10    $    1.04
   --------------------------------------------------------------------------------------------------------------------------
   Weighted average common shares outstanding                                                          215.8        227.0
   Weighted average common shares outstanding and dilutive potential
     common shares                                                                                     217.3        229.9
   --------------------------------------------------------------------------------------------------------------------------
   Cash dividends declared per share                                                               $    0.24    $    0.22
   ==========================================================================================================================
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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


                                                                                               March 31,        December 31,
(In millions, except for share data)                                                              2000              1999
===============================================================================================================================
<S>                                                                                         <C>               <C>
ASSETS                                                                                        (UNAUDITED)
   Investments
   -----------
   Fixed maturities, available for sale, at fair value (amortized cost of $33,596 and
    $33,653)                                                                                $      32,983     $      32,875
   Equity securities, available for sale, at fair value (cost of $925 and $937)                     1,257             1,286
   Policy loans, at outstanding balance                                                             3,549             4,222
   Other investments                                                                                  952               758
- -------------------------------------------------------------------------------------------------------------------------------
      Total investments                                                                            38,741            39,141
   Cash                                                                                               216               182
   Premiums receivable and agents' balances                                                         2,119             2,071
   Reinsurance recoverables                                                                         4,537             4,473
   Deferred policy acquisition costs                                                                5,140             5,038
   Deferred income tax                                                                              1,257             1,404
   Other assets                                                                                     2,771             3,075
   Separate account assets                                                                        117,620           111,667
- -------------------------------------------------------------------------------------------------------------------------------
        TOTAL ASSETS                                                                        $     172,401     $     167,051
        =======================================================================================================================

LIABILITIES
   Future policy benefits, unpaid claims and claim adjustment expenses
      Property and casualty                                                                 $      15,933     $      16,014
      Life                                                                                          6,699             6,564
   Other policy claims and benefits payable                                                        15,678            16,884
   Unearned premiums                                                                                2,915             2,777
   Short-term debt                                                                                     31                31
   Long-term debt                                                                                   1,548             1,548
   Company obligated mandatorily redeemable preferred securities of subsidiary trusts
    holding solely junior subordinated debentures                                                   1,250             1,250
   Other liabilities                                                                                4,595             4,421
   Separate account liabilities                                                                   117,620           111,667
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                  166,269           161,156

COMMITMENTS AND CONTINGENCIES, NOTE 4

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                                                          457               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                                                                       1,556             1,551
   Retained earnings                                                                                5,313             5,127
   Treasury stock, at cost - 23,890,286 and 21,419,460 shares                                      (1,024)             (942)
   Accumulated other comprehensive income (loss)                                                     (172)             (272)
- -------------------------------------------------------------------------------------------------------------------------------
        TOTAL STOCKHOLDERS' EQUITY                                                                  5,675             5,466
        =======================================================================================================================
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     172,401     $     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

FIRST QUARTER ENDED MARCH 31, 2000
                                                                         Accumulated Other Comprehensive
                                                                                  Income (Loss)
                                                                      ---------------------------------------
                                        Common                         Unrealized                 Minimum
                                        Stock/                         Gain (Loss)                Pension
                                      Additional             Treasury      on       Cumulative   Liability              Outstanding
                                       Paid-in      Retained  Stock,   Securities,  Translation Adjustment,               Shares
(Dollars in millions) (Unaudited)      Capital      Earnings at Cost   net of tax   Adjustments  net of tax    Total  (In 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                                           238                                                        238
   Other comprehensive income, net of
    tax [1]
     Unrealized gain on securities [2]                                         93                                   93
     Cumulative translation
      adjustments                                                                           7                        7
                                                                                                              -----------
   Total other comprehensive income                                                                                100
                                                                                                              -----------
     Total comprehensive income                                                                                    338
                                                                                                              ===========
Issuance of shares under incentive
   and stock purchase plans                  4                   18                                                 22          362
Tax benefit on employee stock options
   and awards                                1                                                                       1
Treasury stock acquired                                        (100)                                              (100)      (2,833)
Dividends declared on common stock                      (52)                                                       (52)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD                  $1,558       $5,313 $(1,024)        $(105)       $(56)        $(11)     $5,675      214,755
====================================================================================================================================

FIRST QUARTER ENDED MARCH 31, 1999
                                                                                       Accumulated Other
                                                                                     Comprehensive Income
                                                                                ------------------------------
                                                                                  Unrealized
                                            Common Stock/             Treasury  Gain (Loss) on   Cumulative             Outstanding
                                             Additional    Retained    Stock,     Securities,    Translation              Shares
(Dollars in millions) (Unaudited)          Paid-in Capital  Earnings   at Cost     net of tax    Adjustments    Total (In thousands)
- ------------------------------------------------------------------------------------------------------------------------------------

BALANCE, BEGINNING OF PERIOD                     $1,593       $4,474    $(455)         $811            $--      $6,423      227,395
Comprehensive income
   Net income                                                    238                                               238
   Other comprehensive income, net of tax
    [1]
      Unrealized gain (loss) on securities                                             (187)                      (187)
       [2]
      Cumulative translation adjustments                                                              (41)         (41)
                                                                                                              -----------
   Total other comprehensive income (loss)                                                                        (228)
                                                                                                              -----------
     Total comprehensive income                                                                                     10
                                                                                                              ===========
Issuance of shares under incentive and
   stock purchase plans                             (27)                   45                                       18          899
Tax benefit on employee stock options and
   awards                                             6                                                              6
Treasury stock acquired                              (3)                  (73)                                     (76)      (1,448)
Dividends declared on common stock                               (51)                                              (51)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD                           $1,569       $4,661    $(483)         $624          $(41)      $6,330      226,846
====================================================================================================================================
<FN>
[1]  Unrealized  gain (loss) on  securities  is net of tax of $50 and $(101) for
     the first quarter ended March 31, 2000 and 1999, respectively.  There is no
     tax effect on cumulative translation adjustments.
[2]  Net of reclassification  adjustment for gains realized in net income of $12
     and $20 for the first quarter ended March 31, 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



                                                                                                   First Quarter Ended
                                                                                                        March 31,
                                                                                            ----------------------------------
(In millions)                                                                                       2000             1999
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                       (Unaudited)
<S>                                                                                         <C>               <C>
OPERATING ACTIVITIES
   Net income                                                                               $         238     $         238
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED FOR) OPERATING
  ACTIVITIES
   Change in receivables, payables and accruals                                                       (92)             (151)
   (Increase) decrease in reinsurance recoverables                                                    (35)               77
   Increase in deferred policy acquisition costs                                                     (108)             (146)
   Change in accrued and deferred income taxes                                                        135                 5
   Increase (decrease) in liabilities for future policy benefits, unpaid claims and claim
     adjustment expenses and unearned premiums                                                        116                (3)
   Minority interest in consolidated subsidiary                                                        28                20
   Net realized capital gains                                                                         (17)              (29)
   Depreciation and amortization                                                                       20                15
   Other, net                                                                                          34              (144)
- ------------------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES                                            319              (118)
==============================================================================================================================
INVESTING ACTIVITIES
   Purchase of investments                                                                         (3,643)           (3,283)
   Sale of investments                                                                              4,232             5,170
   Maturity of investments                                                                            408               597
   Additions to plant, property and equipment                                                         (35)              (14)
- ------------------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY INVESTING ACTIVITIES                                                       962             2,470
==============================================================================================================================
FINANCING ACTIVITIES
   Net disbursements for investment and universal life-type contracts charged against
     policyholder accounts                                                                         (1,107)           (2,250)
   Dividends paid                                                                                     (53)              (53)
   Acquisition of treasury stock                                                                     (100)              (76)
   Proceeds from issuances under incentive and stock purchase plans                                    16                15
- ------------------------------------------------------------------------------------------------------------------------------
      NET CASH USED FOR FINANCING ACTIVITIES                                                       (1,244)           (2,364)
==============================================================================================================================
   Foreign exchange rate effect on cash                                                                (3)               (3)
- ------------------------------------------------------------------------------------------------------------------------------
   Net increase (decrease) in cash                                                                     34               (15)
   Cash - beginning of period                                                                         182               123
- ------------------------------------------------------------------------------------------------------------------------------
      CASH - END OF PERIOD                                                                  $         216     $         108
==============================================================================================================================

      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      -------------------------------------------------
      NET CASH PAID (RECEIVED) DURING THE PERIOD FOR:
      Income taxes                                                                          $         (79)    $          88
      Interest                                                                              $          38     $          38

</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 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. (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.

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

(B)      ADOPTION OF NEW ACCOUNTING STANDARDS

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 the quarter ended March 31, 2000 would
have  been  approximately  $1  lower  and  cumulatively  over  the  life  of the
instrument  would  have  been  $22  higher  had the  Company  accounted  for its
structured note transaction as a unit, based upon the consensus  reached in EITF
98-15.

NOTE 2.  PROPOSED ACQUISITION OF MINORITY INTEREST OF HARTFORD LIFE, INC.

On March 27, 2000, The Hartford  offered to acquire all of the  approximately 26
million outstanding common shares of Hartford Life, Inc. (HLI) not already owned
by The Hartford at a price of $44 per share in cash.  As of March 31, 2000,  The
Hartford  owned  approximately  81.5  percent of the  outstanding  shares of HLI
common stock.

A special committee consisting of HLI directors not affiliated with The Hartford
has been  appointed by the HLI board of  directors to consider the offer.  As of
May 12, 2000, the committee was considering the offer.

NOTE 3.  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>


MARCH 31, 2000                                                                       Income         Shares        Per Share Amount
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                    <C>       <C>
BASIC EARNINGS PER SHARE
  Income available to common shareholders                                     $         238          215.8     $        1.10
                                                                                                                 -------------------
DILUTED EARNINGS PER SHARE
  Options and contingently issuable shares                                               --            1.5
                                                                                -----------------------------
  Income available to common shareholders plus assumed conversions            $         238          217.3     $        1.10
- ------------------------------------------------------------------------------------------------------------------------------------

MARCH 31, 1999                                                                       Income         Shares        Per Share Amount
- ------------------------------------------------------------------------------------------------------------------------------------
BASIC EARNINGS PER SHARE
  Income available to common shareholders                                     $         238          227.0     $        1.05
                                                                                                                 -------------------
DILUTED EARNINGS PER SHARE
  Options and contingently issuable shares                                               --            2.9
                                                                                -----------------------------
  Income available to common shareholders plus assumed conversions            $         238          229.9     $        1.04
====================================================================================================================================
</TABLE>

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

NOTE 3.  EARNINGS PER SHARE (CONTINUED)

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 4.  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.

Subsequent to the  announcement of the Company's  proposal to acquire all of the
outstanding  common  shares of HLI which the Company  does not already  own, the
Company and certain  members of its Board of Directors,  and HLI and the members
of its board of directors were named as defendants in six similar  actions filed
in the Chancery Court of Delaware.  The plaintiffs in these actions  assert,  on
behalf of themselves and a purported class of other public  shareholders of HLI,
that the Company and the individual  director defendants are breaching fiduciary
obligations to the public  shareholders of HLI, and that the Company is engaging
in unfair  dealing by seeking to acquire the  publicly  held shares of HLI at an
inadequate  price.  The plaintiffs seek to enjoin the defendants from proceeding
with or  implementing  the proposed  transaction  or, if it is  consummated,  to
rescind  it, as well as  compensatory  damages and other  relief.  No motion for
preliminary  relief has been made by the plaintiffs and the cases are still in a
preliminary stage.

(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.

NOTE 5.  SEGMENT INFORMATION

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

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

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


NOTE 5.  SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
REVENUES
                                                                                                            FIRST QUARTER ENDED
                                                                                                                 MARCH 31,
                                                                                                       -----------------------------
                                                                                                             2000           1999
                                                                                                       -----------------------------
<S>                                                                                                    <C>            <C>
Earned premiums, service fees and other
  Commercial                                                                                           $      829     $      795
  Personal                                                                                                    651            609
  Reinsurance                                                                                                 183            151
- ------------------------------------------------------------------------------------------------------------------------------------
   North American Property & Casualty earned premiums, service fees and
     other                                                                                                  1,663          1,555
   Net investment income                                                                                      221            211
   Net realized capital gains                                                                                   7             16
- ------------------------------------------------------------------------------------------------------------------------------------
North American Property & Casualty                                                                          1,891          1,782
Life                                                                                                        1,446          1,335
International                                                                                                 127            145
Other Operations                                                                                               35             37
- ------------------------------------------------------------------------------------------------------------------------------------
   TOTAL REVENUES                                                                                      $    3,499     $    3,299
====================================================================================================================================


CORE EARNINGS AND NET INCOME
                                                                                                            FIRST QUARTER ENDED
                                                                                                                 MARCH 31,
                                                                                                       -----------------------------
                                                                                                             2000           1999
                                                                                                       -----------------------------
Underwriting results
  Commercial                                                                                           $      (61)    $      (52)
  Personal                                                                                                      4             43
  Reinsurance                                                                                                 (13)            (3)
- ------------------------------------------------------------------------------------------------------------------------------------
     North American Property & Casualty underwriting results                                                  (70)           (12)
     Net service fee and other income [1]                                                                       2              2
     Net investment income                                                                                    221            211
     Other non-underwriting expenses                                                                          (49)           (56)
     Income taxes                                                                                              (4)           (20)
- ------------------------------------------------------------------------------------------------------------------------------------
  North American Property & Casualty                                                                          100            125
  Life                                                                                                        150            106
  International                                                                                                 3              6
  Other Operations                                                                                            (27)           (19)
- ------------------------------------------------------------------------------------------------------------------------------------
      TOTAL CORE EARNINGS                                                                                     226            218
     Net realized capital gains, after-tax                                                                     12             20
- ------------------------------------------------------------------------------------------------------------------------------------
      NET INCOME                                                                                       $      238     $      238
====================================================================================================================================
<FN>
[1]  Net of expenses related to service business.
</FN>
</TABLE>

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

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

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  (MD&A) addresses the financial  condition of The Hartford  Financial
Services  Group,  Inc.  (The  Hartford  or the  Company)  as of March 31,  2000,
compared  with December 31, 1999,  and its results of  operations  for the first
quarter  ended March 31, 2000  compared with the  equivalent  1999 period.  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.

INDEX

Consolidated Results of Operations: Operating Summary          10
North American Property & Casualty                             11
Commercial                                                     12
Personal                                                       12
Reinsurance                                                    12
Life                                                           13
International                                                  13
Other Operations                                               13
Environmental and Asbestos Claims                              14
Investments                                                    15
Capital Markets Risk Management                                17
Capital Resources and Liquidity                                18
Regulatory Matters and Contingencies                           19
Accounting Standards                                           19

CONSOLIDATED RESULTS OF OPERATIONS:  OPERATING SUMMARY

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                                                           FIRST QUARTER ENDED
                                                                                                                 MARCH 31,
                                                                                                        ----------------------------
                                                                                                             2000           1999
                                                                                                        -------------- -------------
<S>                                                                                                    <C>            <C>
TOTAL REVENUES                                                                                         $    3,499     $    3,299
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $      238     $      238
Less:  Net realized capital gains, after-tax                                                                   12             20
- ------------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $      226     $      218
====================================================================================================================================
</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 first quarter ended March 31, 2000  increased  $200, or 6% from
the first quarter of 1999, primarily as a result of growth in all North American
property and casualty segments and continued growth in Life.

Core  earnings  increased  $8, or 4%, for the first quarter ended March 31, 2000
from the comparable prior year period, as strong  performance in Life Operations
was partially offset by a decline in North American Property & Casualty results.

The  effective  tax rate for the first  quarter  ended  March  31,  2000 was 23%
compared to 25% for the comparable period in 1999. Tax-exempt interest earned on
invested  assets was the  principal  cause of effective tax rates lower than the
35% U.S. statutory rate.

                                     - 10 -
<PAGE>
SEGMENT RESULTS

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

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  underwriting  results by segment  within  North
American Property & Casualty.  Underwriting  results  represent  premiums earned
less incurred claims, claim adjustment expenses and underwriting expenses.



UNDERWRITING RESULTS
                                              FIRST QUARTER ENDED
                                                   MARCH 31,
                                           ------------------------
                                              2000         1999
                                           ------------------------
Commercial                                 $   (61)    $    (52)
Personal                                         4           43
Reinsurance                                    (13)          (3)
- -------------------------------------------------------------------
   TOTAL                                   $   (70)    $    (12)
===================================================================

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

CORE EARNINGS
                                              FIRST QUARTER ENDED
                                                   MARCH 31,
                                           ------------------------
                                              2000         1999
                                           ------------------------
N. A. Property & Casualty                  $   100     $    125
Life                                           150          106
International                                    3            6
Other Operations                               (27)         (19)
- -------------------------------------------------------------------
   CORE EARNINGS                           $   226     $    218
===================================================================

NET INCOME
                                              FIRST QUARTER ENDED
                                                   MARCH 31,
                                           ------------------------
                                              2000         1999
                                           ------------------------
N. A. Property & Casualty                  $   105     $    136
Life                                           150          106
International                                   10           15
Other Operations                               (27)         (19)
- -------------------------------------------------------------------
   NET INCOME                              $   238     $    238
===================================================================

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

<TABLE>
<CAPTION>
NORTH AMERICAN PROPERTY & CASUALTY

OPERATING SUMMARY
                                                                                                           FIRST QUARTER ENDED
                                                                                                                 MARCH 31,
                                                                                                       ----------------------------
                                                                                                             2000          1999
                                                                                                       ----------------------------
<S>                                                                                                    <C>           <C>
TOTAL REVENUES                                                                                         $    1,891    $    1,782
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $      105    $      136
Less:  Net realized capital gains, after-tax                                                                    5            11
- -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $      100    $      125
===================================================================================================================================
</TABLE>

Revenues for North American  Property & Casualty  increased $109, or 6%, for the
first quarter ended March 31, 2000 compared with the first quarter of 1999. This
increase was primarily due to increases in earned  premiums in small  commercial
businesses, Personal and Reinsurance.

Core earnings  decreased  $25, or 20%, for the first quarter of 2000 compared to
the same  period in 1999.  This  decrease  was  primarily  due to an increase in
Personal  automobile loss costs,  higher catastrophe losses and expenses related
to the Commercial field office reorganization.

                                     - 11 -
<PAGE>

<TABLE>
<CAPTION>
COMMERCIAL

OPERATING SUMMARY
                                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                         --------------------------
                                                                                                             2000          1999
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>           <C>
Written premiums                                                                                       $      830    $      767
Underwriting results                                                                                   $      (61)   $      (52)
Combined ratio                                                                                              106.0         106.9
===================================================================================================================================
</TABLE>

Commercial written premiums increased $63, or 8%, from the comparable prior year
period.  The increase for the first quarter was primarily due to continued solid
growth in Select  Customer  of 21% and  Commercial  Affinity  of 17%,  partially
offset  by a  decrease  in Key  Accounts  of 13%.  Enhanced  product  offerings,
targeted geographic strategies and partnerships with other entities continued to
be the primary  drivers of the growth  businesses.  The  further  decline in Key
Accounts  was  a  result  of  continued  disciplined  underwriting  and  pricing
strategies.

Underwriting  results decreased $9, or 17%, while the combined ratio improved by
0.9 points,  for the first  quarter as compared with the same prior year period.
The decrease in underwriting results was primarily due to increased catastrophes
of $12,  before-tax,  and  costs  related  to the field  office  reorganization,
partially  offset by increases in earned premiums and improvements in mid-market
loss costs.  The improvement in the combined ratio was primarily due to benefits
of continued disciplined underwriting in middle market commercial.

<TABLE>
<CAPTION>
PERSONAL

OPERATING SUMMARY
                                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                         --------------------------
                                                                                                             2000          1999
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>           <C>
Written premiums                                                                                       $      613    $      560
Underwriting results                                                                                   $        4    $       43
Combined ratio                                                                                               99.6          95.3
===================================================================================================================================
</TABLE>

Personal written premiums increased $53, or 9%, in the first quarter ended March
31, 2000 over the comparable prior year period.  Written premiums  increased $19
in the AARP program, $21 in affinity programs and financial institutions and $23
in standard  personal lines from  independent  agents.  Non-standard  automobile
premiums written by Omni Insurance Group,  Inc. declined $10 as a result of rate
increases, taken to offset loss cost increases, not matched by competitors.

Underwriting  results  decreased by $39, or 91%, with a corresponding  4.3 point
increase  in the  combined  ratio,  for the first  quarter  compared  with first
quarter  1999.  The  decrease in  underwriting  results and increase in combined
ratio resulted primarily from increased loss and loss adjustment expenses.  Loss
experience in the automobile  line was higher due to increased  catastrophes  of
$5, before-tax,  and increased  collision  frequency.  Loss adjustment  expenses
increased due to investments in claim  initiatives for automobile bodily injury,
physical   damage  and  property  to  reduce  loss  costs  in  future   periods.
Underwriting expenses improved in the period, partially offsetting loss and loss
adjustment expenses,  as prior investments began to yield productivity gains and
a reduction in fixed costs.


<TABLE>
<CAPTION>
REINSURANCE

OPERATING SUMMARY
                                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                         --------------------------
                                                                                                             2000          1999
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>           <C>
Written premiums                                                                                       $      267    $      218
Underwriting results                                                                                   $      (13)   $       (3)
Combined ratio                                                                                              103.1         102.2
===================================================================================================================================
</TABLE>

Reinsurance  written  premiums  increased $49, or 22%, in the first quarter over
the comparable prior year period.  This increase was primarily due to successful
pricing increases and new business from the Alternative Risk Transfer line.

Underwriting  results  decreased  $10 for the  quarter  compared  to 1999 with a
corresponding  0.9  point  increase  in the  combined  ratio.  The  decrease  in
underwriting  results and increase in combined  ratio were  primarily  due to an
increase in catastrophes and underwriting  losses  concentrated in a few classes
of businesses.

                                     - 12 -
<PAGE>


<TABLE>
<CAPTION>
LIFE

OPERATING SUMMARY [1]                                                                                       FIRST QUARTER ENDED
                                                                                                                 MARCH 31,
                                                                                                         --------------------------
                                                                                                             2000          1999
                                                                                                         --------------------------
<S>                                                                                                    <C>           <C>
TOTAL REVENUES                                                                                         $    1,446    $    1,335
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $      150    $      106
Less:  Net realized capital gains, after-tax                                                                   --            --
- -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $      150    $      106
===================================================================================================================================
<FN>
[1]     Life  results  are  presented  before the effect of an  approximate  19%
        minority interest in HLI, which is reflected in Other Operations.
</FN>
</TABLE>

Revenues in the Life segment  increased $111, or 8%, for the first quarter ended
March 31, 2000, as compared to the first quarter of 1999, and $170, or 15%, when
excluding the Corporate  Owned Life Insurance  (COLI)  business,  where revenues
decreased  primarily due to the declining block of leveraged COLI business.  The
revenue  increase was  attributable  to growth across each of the Life segment's
other lines of business,  particularly the Investment Products operation,  where
revenues  increased  $102, or 21%,  over the first  quarter of 1999.  The strong
growth  in  Investment  Products'  revenues  was,  for the most  part,  due to a
substantial  increase in aggregate  fees earned as a result of increased  assets
under management. Investment Products' assets under management, including mutual
fund assets,  increased $26.1 billion, or 28%, to $118.3 billion as of March 31,
2000 from $92.2  billion as of March 31, 1999 due to strong sales of  individual
annuities and mutual  funds,  and equity  market  appreciation.  Revenues in the
Employee Benefits operation,  excluding buyouts, increased $59, or 13%, over the
first  quarter of 1999,  due to higher  premium  revenue  generated by favorable
persistency  of the in  force  block  of  business  and  increased  sales to new
customers.  Revenues for the Individual  Life  operation  increased $24, or 18%,
primarily due to higher fee income associated with the growing block of variable
life insurance.

Core earnings  increased $44, or 42%, for the first quarter ended March 31, 2000
compared  to the  equivalent  prior  year  period,  primarily  due to  growth in
Investment  Products.  Investment Products' core earnings increased $24, or 31%,
compared to the prior year, as a result of higher fee income as described above.
The Life segment also  experienced  continued  earnings  growth across its other
lines of business and recorded a one-time benefit of $8, after-tax,  relating to
state income taxes.

<TABLE>
<CAPTION>
INTERNATIONAL

OPERATING SUMMARY                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                        ---------------------------
                                                                                                             2000          1999
                                                                                                        ---------------------------
<S>                                                                                                    <C>           <C>
TOTAL REVENUES                                                                                         $      127    $      145
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $       10    $       15
Less:  Net realized capital gains, after-tax                                                                    7             9
- -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $        3    $        6
===================================================================================================================================
</TABLE>

International revenues for the first quarter ended March 31, 2000 decreased $18,
or 12%, over the comparable  period in 1999. The decrease was principally due to
a  negative   foreign   exchange   impact  as  the  Euro  currency   depreciated
significantly  relative  to the U.S.  dollar.  Excluding  the  effect of foreign
exchange,  total revenues were  comparable to the quarter ended March 1999. (For
an analysis of net realized capital gains, see the Investments section.)

Core earnings in the International segment for the first quarter ended March 31,
2000  decreased $3, or 50%,  compared to the same period in 1999.  This decrease
was due  primarily  to a  negative  foreign  exchange  impact of $1 and a higher
calendar year loss ratio in automobile business.


<TABLE>
<CAPTION>
OTHER OPERATIONS

OPERATING SUMMARY                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                        ---------------------------
                                                                                                            2000          1999
                                                                                                        ---------------------------
<S>                                                                                                    <C>           <C>
TOTAL REVENUES                                                                                         $      35     $      37
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                                                                      $     (27)    $     (19)
Less:  Net realized capital gains, after-tax                                                                  --            --
- -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $     (27)    $     (19)
===================================================================================================================================
</TABLE>

Other  Operations  consist of property and casualty  operations  of The Hartford
which  have  discontinued  writing  new  business  as well as the  effect  of an
approximate  19% minority  interest in HLI's  operating  results.  For the first
quarter of 2000 and 1999,  core  earnings  included  minority  interest in HLI's
operating results of $(28) and $(20), respectively.

                                     - 13 -
<PAGE>
ENVIRONMENTAL AND ASBESTOS CLAIMS


The Hartford  continues to receive claims asserting  damages from  environmental
exposures and for injuries from asbestos and asbestos-related  products, both of
which  affect  North  American  Property  &  Casualty  and the Other  Operations
segment. 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's  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 first quarter ended
March 31, 2000 and the year ended  December  31,  1999,  was as follows  (net of
reinsurance):

<TABLE>
<CAPTION>

                                                      ENVIRONMENTAL AND ASBESTOS
                                                 CLAIMS AND CLAIM ADJUSTMENT EXPENSES

                                                             FIRST QUARTER ENDED                            YEAR ENDED
                                                               MARCH 31, 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               --            1            1                7             4         11
 Claims and claim adjustment expenses paid                  (21)         (10)         (31)            (156)          (45)      (201)
 -----------------------------------------------------------------------------------------------------------------------------------
 ENDING LIABILITY [1]                               $       974      $   598    $   1,572      $       995      $    607   $  1,602
 ===================================================================================================================================
<FN>
[1]     The ending liabilities are net of reinsurance on reported and unreported
        claims of $1,448 and $1,506 for March 31, 2000 and  December  31,  1999,
        respectively.  Gross of  reinsurance,  as of March 31, 2000 and December
        31, 1999, reserves for environmental and asbestos were $1,581 and $1,439
        and $1,609 and $1,499, respectively.
</FN>
</TABLE>

The Hartford  believes that the  environmental and asbestos reserves recorded at
March 31, 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 that such  changes  would have a
material effect on its liquidity or financial condition.

                                     - 14 -
<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 North
American Property & Casualty,  Life,  International  and Other  Operations.  The
investment  portfolios are managed based on the underlying  characteristics  and
nature of each operation's respective liabilities and managed within established
risk  parameters.  (For a  further  discussion  on The  Hartford's  approach  to
managing risks, see the Capital Markets Risk Management section.)

Please refer to The Hartford's 1999 Form 10-K Annual Report for a description of
the Company's investment objectives and policies.

NORTH AMERICAN PROPERTY & CASUALTY

Total invested assets were $14.4 billion at March 31, 2000 and were comprised of
fixed  maturities  of $13.1  billion  and  other  investments  of $1.3  billion,
primarily  equity  securities  and limited  partnerships.  At December 31, 1999,
total invested assets were $14.2 billion and were comprised of fixed  maturities
of $13.0  billion  and  other  investments  of $1.2  billion,  primarily  equity
securities and limited partnerships.

                    FIXED MATURITIES BY TYPE
- ------------------------------------------------------------------
                             MARCH 31, 2000    DECEMBER 31, 1999
- -----------------------------------------------------------------
TYPE                     FAIR VALUE  PERCENT  FAIR VALUE  PERCENT
- -----------------------------------------------------------------
Municipal - tax-exempt     $  8,402    64.2%    $  8,160    62.5%
Corporate                     1,640    12.5%       1,668    12.8%
Commercial MBS                  684     5.2%         696     5.3%
Gov't/Gov't agencies - For.     575     4.4%         606     4.7%
ABS                             417     3.2%         419     3.2%
MBS - agency                    382     2.9%         413     3.2%
CMO                             200     1.5%         228     1.8%
Gov't/Gov't agencies - U.S.      26     0.2%          34     0.3%
Municipal - taxable              11     0.1%          17     0.1%
Short-term                      630     4.8%         697     5.3%
Redeemable preferred stock      122     1.0%         109     0.8%
- -----------------------------------------------------------------
   TOTAL FIXED MATURITIES  $ 13,089   100.0%    $ 13,047   100.0%
- -----------------------------------------------------------------

During the first quarter of 2000, North American  Property & Casualty  continued
its  strategy  of  increasing  its  ownership  of  municipal  bonds and  limited
partnership investments by reducing holdings in short-term,  corporate and MBS -
agency securities.

INVESTMENT RESULTS

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


                                                  FIRST QUARTER
                                                 ENDED MARCH 31,
                                                -------------------
                                                  2000      1999
===================================================================
 Net investment income,
  before-tax                                      $221      $211
 Net investment income,
  after-tax [1]                                   $177      $170
 Yield on average invested
  assets, before-tax [2]                           6.3%      5.9%
 Yield on average
  invested assets,
  after-tax [1] [2]                                5.0%      4.7%
 Net realized capital
  gains, before-tax                                 $7       $16
==================================================================
[1]     Due to the significant holdings in tax-exempt investments, after-tax net
        investment income and after-tax yield are included.
[2]     Represents  annualized three months net investment income (excluding net
        realized  capital  gains)  divided  by average  invested  assets at cost
        (fixed maturities at amortized cost).

For the first quarter ended March 31, 2000, before- and after-tax net investment
income increased 5% and 4%,  respectively,  compared to the same period in 1999.
These  increases  were  primarily  due to an  increase  in income  from  limited
partnership  investments,  which positively  impacted both before- and after-tax
yields. An increase in tax-exempt  securities also positively impacted after-tax
yields.

Net  realized  capital  gains for the quarter  ended March 31, 2000 were down $9
compared  to the same  period in 1999.  Realized  capital  gains for both  years
primarily relate to equity securities.

LIFE

Invested assets, excluding separate accounts, totaled $21.2 billion at March 31,
2000 and were  comprised of $17.1 billion of fixed  maturities,  $3.5 billion of
policy loans,  and other  investments  of $558.  At December 31, 1999,  invested
assets  totaled  $21.8  billion  and were  comprised  of $17.0  billion in fixed
maturities,  $4.2 billion of policy loans,  and other  investments  of $529. The
decrease in invested  assets was primarily due to the decline in leveraged  COLI
business  (as  discussed in the Life  section).  Policy loans are secured by the
cash value of the life  policy and do not mature in a  conventional  sense,  but
expire  in  conjunction  with  the  related  policy  liabilities.  Policy  loans
decreased by $673 from December 31, 1999, as a result of the declining  block of
leveraged COLI business.

                    FIXED MATURITIES BY TYPE
- ------------------------------------------------------------------
                             MARCH 31, 2000    DECEMBER 31, 1999
- -----------------------------------------------------------------
TYPE                     FAIR VALUE  PERCENT  FAIR VALUE  PERCENT
- -----------------------------------------------------------------
Corporate                  $  7,808    45.6%    $  7,737    45.4%
ABS                           2,772    16.2%       2,508    14.7%
Commercial MBS                2,307    13.5%       2,112    12.4%
Municipal - tax-exempt        1,264     7.4%       1,108     6.5%
MBS - agency                    919     5.4%         853     5.0%
CMO                             619     3.6%         592     3.5%
Gov't/Gov't agencies - For.     322     1.9%         339     2.0%
Gov't/Gov't agencies - U.S.     126     0.7%         229     1.3%
Municipal - taxable             112     0.6%         165     1.0%
Short-term                      819     4.8%       1,346     7.9%
Redeemable preferred stock       61     0.3%          46     0.3%
- -----------------------------------------------------------------
   TOTAL FIXED MATURITIES  $ 17,129   100.0%    $ 17,035   100.0%
=================================================================

                                     - 15 -
<PAGE>
During the first  quarter of 2000,  the Life segment  continued  its  investment
strategies of increasing its allocation to municipal tax-exempt  securities with
the objective of increasing  after-tax  yields and  increasing its allocation to
ABS and Commercial MBS while reducing its position in short-term investments.

INVESTMENT RESULTS

The table below summarizes the Life segment's results.

                                                 FIRST QUARTER
                                                ENDED MARCH 31,
                                               -------------------
(before-tax)                                     2000      1999
==================================================================
Net investment income - ex. policy loans         $308      $290
Policy loan income                                 74       111
                                               --------- ---------
Net investment income - total                    $382      $401
Yield on average invested assets [1]              6.9%      6.9%
Net realized capital gains                         --        --
- ------------------------------------------------------------------
[1]  Represents  annualized  three months net investment  income  (excluding net
     realized  capital gains) divided by average  invested assets at cost (fixed
     maturities at amortized cost).

For the first  quarter ended March 31, 2000,  total  before-tax  net  investment
income  decreased  5%  compared  to the same period in 1999.  The  decrease  was
primarily due to a 33% decline in policy loan income resulting from the decrease
in the  leveraged  COLI  business and a decline in policy loan  weighted-average
interest rates. Yield on average invested assets remained constant.

There were no net realized  capital gains for the quarters  ended March 31, 2000
and 1999.

INTERNATIONAL

Invested assets,  excluding  separate  accounts,  were $1.1 billion at March 31,
2000 and were  comprised of fixed  maturities of $727 and other  investments  of
$338,  primarily equity securities.  At December 31, 1999,  invested assets were
$1.1  billion  and  were  comprised  of  fixed  maturities  of  $734  and  other
investments of $361, primarily equity securities.

                    FIXED MATURITIES BY TYPE
- ------------------------------------------------------------------
                             MARCH 31, 2000    DECEMBER 31, 1999
- -----------------------------------------------------------------
TYPE                     FAIR VALUE  PERCENT  FAIR VALUE  PERCENT
- -----------------------------------------------------------------
Gov't/Gov't agencies - For. $   519    71.4%     $   475    64.7%
Corporate                       106    14.6%         130    17.7%
ABS                              10     1.3%          16     2.2%
Short-term                       92    12.7%         113    15.4%
- -----------------------------------------------------------------
   TOTAL FIXED MATURITIES   $   727   100.0%     $   734   100.0%
=================================================================

INVESTMENT RESULTS

The table below summarizes the International segment's results.


                                                  FIRST QUARTER
                                                 ENDED MARCH 31,
                                                -------------------
(before-tax)                                      2000      1999
- -------------------------------------------------------------------
Net investment income                              $16       $16
Yield on average invested
  assets [1]                                       6.1%      5.9%
Net realized capital gains                         $10       $13
==================================================================
[1]  Represents  annualized  three months net investment  income  (excluding net
     realized  capital gains) divided by average  invested assets at cost (fixed
     maturities at amortized cost).

For the first quarter ended March 31, 2000, before-tax net investment income was
comparable  to the same  period  in 1999.  Yields  on  average  invested  assets
increased slightly to 6.1% as of March 31, 2000 from 5.9% in 1999.

Net realized capital gains decreased  slightly compared to 1999 primarily due to
the negative impact of foreign exchange rates.

OTHER OPERATIONS

Invested  assets  were $2.0  billion  and $2.1  billion  at March  31,  2000 and
December  31,  1999,  respectively,  and were  substantially  comprised of fixed
maturities.

                    FIXED MATURITIES BY TYPE
- -----------------------------------------------------------------
                             MARCH 31, 2000    DECEMBER 31, 1999
- -----------------------------------------------------------------
TYPE                     FAIR VALUE  PERCENT  FAIR VALUE  PERCENT
- -----------------------------------------------------------------
Corporate                  $  1,286    63.1%    $  1,306    63.4%
Commercial MBS                  182     8.9%         185     9.0%
ABS                             157     7.7%         161     7.8%
Gov't/Gov't agencies - U.S.      68     3.3%          67     3.2%
Gov't/Gov't agencies - For.      56     2.8%          59     2.9%
Municipal - taxable              33     1.6%          37     1.8%
MBS - agency                     31     1.5%          32     1.6%
CMO                              12     0.6%          12     0.6%
Short-term                      206    10.1%         193     9.4%
Redeemable preferred stock        7     0.4%           7     0.3%
- -----------------------------------------------------------------
   TOTAL FIXED MATURITIES   $ 2,038   100.0%    $  2,059   100.0%
=================================================================

INVESTMENT RESULTS

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

                                                  FIRST QUARTER
                                                 ENDED MARCH 31,
                                                -------------------
(before-tax)                                      2000      1999
- -------------------------------------------------------------------
Net investment income                              $35       $37
Yield on average invested
  assets [1]                                       6.5%      6.4%
Net realized capital gains                          --        --
- ------------------------------------------------------------------
[1]  Represents  annualized  three months net investment  income  (excluding net
     realized  capital gains) divided by average  invested assets at cost (fixed
     maturities at amortized cost).

For the first quarter ended March 31, 2000,  before-tax  net  investment  income
decreased 5% primarily  due to the  reduction in invested  assets as a result of
the funding of runoff liabilities.

                                     - 16 -
<PAGE>
CAPITAL MARKETS RISK MANAGEMENT

The Hartford has a disciplined  approach to managing risks  associated  with its
capital markets and asset/liability management activities.  Investment portfolio
management  is organized to focus  investment  management  expertise on specific
classes of investments,  while asset/liability  management is the responsibility
of separate and  distinct  risk  management  units  supporting  the property and
casualty operations and life operations.  Derivative instruments are utilized in
accordance with established  Company policy and regulatory  requirements 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 the property and
casualty operations,  including international and other operations, and the life
operations, including international operations and guaranteed separate accounts,
by credit quality. The ratings referenced in the tables are based on the ratings
of a nationally  recognized rating organization or, if not rated, assigned based
on the Company's internal analysis of such securities.

PROPERTY AND CASUALTY OPERATIONS

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

               FIXED MATURITIES BY CREDIT QUALITY
- -----------------------------------------------------------------
                             MARCH 31, 2000    DECEMBER 31, 1999
- -----------------------------------------------------------------
 CREDIT QUALITY            FAIR VALUE PERCENT FAIR VALUE  PERCENT
- -----------------------------------------------------------------
 U.S. Gov't/Gov't agencies  $    568     3.7% $    650       4.2%
 AAA                           6,245    40.4%    6,045      39.2%
 AA                            3,283    21.2%    3,278      21.2%
 A                             2,552    16.5%    2,613      16.9%
 BBB                           1,284     8.3%    1,240       8.0%
 BB & below                      646     4.2%      658       4.3%
 Short-term                      884     5.7%      958       6.2%
- -----------------------------------------------------------------
   TOTAL FIXED MATURITIES   $ 15,462   100.0% $ 15,442     100.0%
=================================================================

LIFE OPERATIONS

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

               FIXED MATURITIES BY CREDIT QUALITY
- ----------------------------------------------------------------
                             MARCH 31, 2000    DECEMBER 31, 1999
- ----------------------------------------------------------------
 CREDIT QUALITY            FAIR VALUE PERCENT FAIR VALUE PERCENT
- ----------------------------------------------------------------
 U.S. Gov't/Gov't agencies  $  2,201     8.4% $  2,404      9.1%
 AAA                           4,225    16.1%    3,868     14.7%
 AA                            3,371    12.8%    3,219     12.2%
 A                             8,912    33.9%    8,731     33.1%
 BBB                           6,004    22.8%    5,816     22.1%
 BB & below                      664     2.5%      559      2.1%
 Short-term                      928     3.5%    1,772      6.7%
- -----------------------------------------------------------------
   TOTAL FIXED MATURITIES   $ 26,305   100.0% $ 26,369    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 regulatory requirements in order to achieve one of three
Company approved objectives:  to hedge risk arising from interest rate, price or
currency  exchange  rate  volatility;   to  manage  liquidity;   or  to  control
transaction  costs. The Company does not make a market or trade  derivatives for
the express purpose of earning trading profits.

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

Derivative  activities are monitored by an internal  compliance  unit,  reviewed
frequently by senior management and reported to the Company's Finance Committee.
The notional amounts of derivative  contracts represent the basis upon which pay
or  receive  amounts  are  calculated  and are not  reflective  of credit  risk.
Notional  amounts  pertaining  to  derivative  instruments  for both general and
guaranteed  separate accounts totaled $9.6 billion and $9.8 billion at March 31,
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.

                                     - 17 -
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY

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

<TABLE>
<CAPTION>


                                                                                             MARCH 31, 2000       DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                   <C>
Short-term debt                                                                          $            31       $           31
Long-term debt                                                                                     1,548                1,548
Company obligated mandatorily redeemable preferred securities of subsidiary trusts
  holding solely junior subordinated debentures (QUIPS and TruPS)                                  1,250                1,250
- ------------------------------------------------------------------------------------------------------------------------------------
       TOTAL DEBT                                                                        $         2,829       $        2,829
       -----------------------------------------------------------------------------------------------------------------------------
       MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY  [1]                                 $           516       $          491
       -----------------------------------------------------------------------------------------------------------------------------
Equity excluding unrealized loss on securities, net of tax                               $         5,780       $        5,664
Unrealized loss on securities, net of tax                                                           (105)                (198)
- ------------------------------------------------------------------------------------------------------------------------------------
       TOTAL STOCKHOLDERS' EQUITY                                                        $         5,675       $        5,466
       -----------------------------------------------------------------------------------------------------------------------------
       TOTAL CAPITALIZATION  [2]                                                         $         9,125       $        8,984
       -----------------------------------------------------------------------------------------------------------------------------
Debt to equity  [2] [3]                                                                               49%                  50%
Debt to capitalization  [2] [3]                                                                       31%                  31%
====================================================================================================================================
<FN>
[1]     Excludes  unrealized loss on securities,  net of tax, of $(59) and $(62)
        as of March 31, 2000 and December 31, 1999, respectively.
[2]     Excludes unrealized loss on securities, net of tax.
[3]     Excluding QUIPS and TruPS,  the debt to equity ratio was 27% and 28% and
        the debt to  capitalization  ratio was 17% and 18% as of March 31,  2000
        and December 31, 1999, respectively.
</FN>
</TABLE>

CAPITALIZATION

The Hartford's total  capitalization,  excluding  unrealized loss on securities,
net of tax,  increased  by $141 as of March 31, 2000  compared  to December  31,
1999.  This change was  primarily  the result of earnings,  partially  offset by
dividends  declared on The  Hartford's  common  stock and the effect of treasury
stock acquired net of reissuances for incentive and stock purchase plans.

STOCKHOLDERS' EQUITY

Dividends - On February 16, 2000, The Hartford declared a dividend on its common
stock of $0.24 per share payable on April 3, 2000 to  shareholders  of record as
of March 1, 2000.

Treasury  Stock - During the first  quarter of 2000,  The  Hartford  repurchased
2,832,525  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 this repurchase program, The Hartford has repurchased 5.9
million  shares at a total cost of $243.  Some of the  repurchased  shares  were
reissued pursuant to certain stock-based benefit plans.


CASH FLOWS
                                            FIRST QUARTER ENDED
                                                 MARCH 31,
                                        --------------------------
                                              2000         1999
- ------------------------------------------------------------------
Cash provided by (used for) operating
   activities                           $       319  $      (118)
Cash provided by investing activities   $       962  $     2,470
Cash used for financing activities      $    (1,244) $    (2,364)
Cash - end of period                    $       216  $       108
==================================================================

The increase in operating  cash flow was  primarily  the result of a decrease in
income  taxes paid and the timing in the  settlement  of other  receivables  and
payables in the Life segment. The decrease in cash used for financing activities
was the result of a lower level of  disbursements  for investment type contracts
related to the leveraged  block of COLI  business.  This also  accounted for the
decrease  in cash  provided by  investing  activities,  partially  offset by the
investment of cash provided from operations.

PROPOSED ACQUISITION OF MINORITY INTEREST OF HLI

On March 27, 2000, The Hartford  offered to acquire all of the  approximately 26
million  outstanding common shares of HLI not already owned by The Hartford at a
price of $44 per  share in  cash.  As of March  31,  2000,  The  Hartford  owned
approximately 81.5 percent of the outstanding shares of HLI common stock.

A special committee consisting of HLI directors not affiliated with The Hartford
has been  appointed by the HLI board of  directors to consider the offer.  As of
May 12, 2000, the committee was considering the offer.

                                     - 18 -
<PAGE>
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  Codification and the Company will make the necessary changes required for
implementation. The Company is in the process of determining the impact, if any,
that  Codification  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 March 31, 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 quarter ended March 31, 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.

                                     - 19 -
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Hartford is involved in various legal  actions  arising out of its business.
In  the  opinion  of  management,   final  outcome  of  these   matters,   after
consideration of provisions made for potential  losses and costs of defense,  is
not expected to be material to the consolidated financial condition,  results of
operations or cash flows of The Hartford.

Subsequent to the  announcement of the Company's  proposal to acquire all of the
outstanding  common  shares of HLI which the Company  does not already  own, the
Company and certain  members of its Board of Directors,  and HLI and the members
of its board of directors were named as defendants in six similar  actions filed
in the Chancery Court of Delaware.  The plaintiffs in these actions  assert,  on
behalf of themselves and a purported class of other public  shareholders of HLI,
that the Company and the individual  director defendants are breaching fiduciary
obligations to the public  shareholders of HLI, and that the Company is engaging
in unfair  dealing by seeking to acquire the  publicly  held shares of HLI at an
inadequate  price.  The plaintiffs seek to enjoin the defendants from proceeding
with or  implementing  the proposed  transaction  or, if it is  consummated,  to
rescind  it, as well as  compensatory  damages and other  relief.  No motion for
preliminary  relief has been made by the plaintiffs and the cases are still in a
preliminary stage.

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - See Exhibits Index.

(b)  Reports on Form 8-K - A Form 8-K  Current  Report  dated March 31, 2000 was
filed to report that the Board of  Directors  of the Company  had  presented  an
offer to the board of  directors  of HLI to acquire all of the common  shares of
HLI not already owned by the Company.  No financial  statements were required to
be or were filed with this Form 8-K.

                                     - 20 -
<PAGE>
                                    SIGNATURE






Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                        The Hartford Financial
                                        Services Group, Inc.
                                        (Registrant)



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





May 15, 2000


                                     - 21 -
<PAGE>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                    FORM 10-Q
                                  EXHBITS INDEX





         EXHIBIT #
         ---------


          27            Financial Data Schedule is filed herewith.


                                     - 22 -
<PAGE>

<TABLE> <S> <C>

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

<S>                                                         <C>
<PERIOD-TYPE>                                                     3-MOS
<FISCAL-YEAR-END>                                           DEC-31-2000
<PERIOD-END>                                                MAR-31-2000
<DEBT-HELD-FOR-SALE>                                             32,983
<DEBT-CARRYING-VALUE>                                                 0
<DEBT-MARKET-VALUE>                                                   0
<EQUITIES>                                                        1,257
<MORTGAGE>                                                          228
<REAL-ESTATE>                                                         7
<TOTAL-INVEST>                                                   38,741
<CASH>                                                              216
<RECOVER-REINSURE>                                                4,537
<DEFERRED-ACQUISITION>                                            5,140
<TOTAL-ASSETS>                                                  172,401
<POLICY-LOSSES>                                                  22,632
<UNEARNED-PREMIUMS>                                               2,915
<POLICY-OTHER>                                                   15,678
<POLICY-HOLDER-FUNDS>                                           117,620
<NOTES-PAYABLE>                                                   1,579
<COMMON>                                                              2
                                             1,250 <F1>
                                                           0
<OTHER-SE>                                                        5,673
<TOTAL-LIABILITY-AND-EQUITY>                                    172,401
                                                        2,828
<INVESTMENT-INCOME>                                                 654
<INVESTMENT-GAINS>                                                   17
<OTHER-INCOME>                                                        0
<BENEFITS>                                                        1,990
<UNDERWRITING-AMORTIZATION>                                         544
<UNDERWRITING-OTHER>                                                621
<INCOME-PRETAX>                                                     344
<INCOME-TAX>                                                         78
<INCOME-CONTINUING>                                                 238
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                        238
<EPS-BASIC>                                                        1.10
<EPS-DILUTED>                                                      1.10
<RESERVE-OPEN>                                                        0
<PROVISION-CURRENT>                                                   0
<PROVISION-PRIOR>                                                     0
<PAYMENTS-CURRENT>                                                    0
<PAYMENTS-PRIOR>                                                      0
<RESERVE-CLOSE>                                                       0
<CUMULATIVE-DEFICIENCY>                                               0
<FN>
<F1>    REPRESENTS COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES
        OF SUBSIDIARY TRUSTS HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES.
</FN>


</TABLE>


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