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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 September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission file number 1-12749
HARTFORD LIFE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1470915
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06089
(Address of principal executive offices)
(860) 843-7716
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No[ ]
As of October 31, 1997, there were outstanding 25,988,393 shares of Class A
Common Stock, $0.01 par value per share, and 114,000,000 shares of Class B
Common Stock, $0.01 par value per share, of the registrant.
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INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
Condensed Consolidated Statements of Income - Third Quarter and Nine Months
Ended September 30, 1997 and 1996 3
Condensed Consolidated Balance Sheets - September 30, 1997 and
December 31, 1996 4
Condensed Consolidated Statements of Cash Flows - Nine Months Ended
September 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15
Signature 16
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Third Quarter Ended Nine Months Ended
September 30, September 30,
-------------------- -------------------
(In millions, except for per share data) 1997 1996 1997 1996
--------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited)
REVENUES
Premiums and other considerations $ 697 $ 633 $ 2,058 $ 2,207
Net investment income 360 387 1,097 1,104
Net realized capital gains (losses) 1 (203) - (204)
--------------------------------------------------------------------------------------------------
TOTAL REVENUES 1,058 817 3,155 3,107
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BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim adjustment expenses 596 711 1,867 2,052
Amortization of deferred policy acquisition costs 83 69 260 202
Dividends to policyholders 48 64 120 411
Interest expense 13 15 45 39
Other insurance expenses 185 134 523 455
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TOTAL BENEFITS, CLAIMS AND EXPENSES 925 993 2,815 3,159
--------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) 133 (176) 340 (52)
Income tax expense (benefit) 50 (62) 121 (20)
--------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ 83 $ (114) $ 219 $ (32)
--------------------------------------------------------------------------------------------------
PRO FORMA EARNINGS (LOSS) PER SHARE (1) $ 0.59 $ (0.91) $ 1.66 $ (0.26)
CASH DIVIDENDS DECLARED PER SHARE $ 0.09 $ - $ 0.09 $ -
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (1) 140 125 132 125
--------------------------------------------------------------------------------------------------
(1) See Note 3 of Notes to Condensed Consolidated Financial Statements for
further explanation.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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HARTFORD LIFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
(In millions, except for share data) 1997 1996
- -------------------------------------------------------------------------- ----------- -----------
(Unaudited)
ASSETS
Investments
Fixed maturities, available for sale, at fair value (amortized cost
of $16,301 and $15,659) $ 16,563 $ 15,711
Equity securities, available for sale, at fair value 160 119
Policy loans, at outstanding balance 3,750 3,839
Other investments, at cost 177 161
- -------------------------------------------------------------------------- ----------- -----------
Total investments 20,650 19,830
Cash 57 72
Premiums and amounts receivable 159 170
Reinsurance recoverable 5,747 5,839
Deferred policy acquisition costs 3,200 2,800
Deferred income tax 482 543
Other assets 1,059 909
Separate account assets 64,279 49,770
- -------------------------------------------------------------------------- ----------- -----------
TOTAL ASSETS $ 95,633 $ 79,933
- -------------------------------------------------------------------------- ----------- -----------
LIABILITIES
Future policy benefits $ 4,594 $ 3,986
Other policyholder funds 21,267 22,253
Short-term debt 50 -
Long-term debt 650 -
Allocated advances from parent - 893
Other liabilities 2,784 1,757
Separate account liabilities 64,279 49,770
- -------------------------------------------------------------------------- ----------- -----------
TOTAL LIABILITIES 93,624 78,659
- -------------------------------------------------------------------------- ----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock - authorized 50,000,000; no shares issued and
outstanding, par value $0.01 - -
Common stock - authorized 1,000; issued and outstanding 100 shares,
par value $0.01 - -
Class A common stock at September 30, 1997 - authorized 600,000,000;
issued 26,061,530 shares, par value $0.01 - -
Class B common stock at September 30, 1997 - authorized 600,000,000;
issued and outstanding 114,000,000 shares, par value $0.01 1 -
Capital surplus 1,283 585
Treasury Stock at September 30, 1997 - 73,137 shares (3) -
Net unrealized gain on securities, net of tax 177 29
Retained earnings 551 660
- -------------------------------------------------------------------------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY 2,009 1,274
- -------------------------------------------------------------------------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 95,633 $ 79,933
- -------------------------------------------------------------------------- ----------- -----------
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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HARTFORD LIFE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
--------------------
(In millions) 1997 1996
- --------------------------------------------------------------------------------------------------
(Unaudited)
OPERATING ACTIVITIES
Net income (loss) $ 219 $ (32)
ADJUSTMENTS TO NET INCOME (LOSS):
Depreciation and amortization 17 5
Net realized capital losses -- 204
Decrease in premiums receivable 11 5
Increase in other liabilities 165 322
Change in receivables, payables, and accruals (47) 31
Increase (decrease) in accrued taxes 79 (64)
Increase in deferred income taxes (16) (186)
Increase in deferred policy acquisition costs (400) (404)
Increase in liability for future policy benefits 616 235
Increase in reinsurance recoverables and other related assets (128) (2)
- -------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 516 114
- -------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchases of fixed maturity investments (5,775) (4,853)
Sales of fixed maturity investments 3,834 2,632
Maturities and principal paydowns of fixed maturity investments 1,804 2,286
Purchases of other investments (144) (397)
Sales of other investments 141 78
Net (purchases) sales of short-term investments (89) 477
- -------------------------------------------------------------------------------------------------
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES (229) 223
- -------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Increase in short-term debt 50 --
Increase in long-term debt 650 --
Decrease in allocated advances from parent (893) --
Dividends paid (328) --
Net disbursements for investment and universal life-type contracts
charged against policyholder accounts (477) (344)
Net proceeds from the sale of common stock 687 --
Capital contributions by Parent 12 --
Acquisition of treasury stock (3) --
- -------------------------------------------------------------------------------------------------
CASH USED FOR FINANCING ACTIVITIES (302) (344)
- -------------------------------------------------------------------------------------------------
Decrease in cash (15) (7)
Cash - beginning of period 72 70
- -------------------------------------------------------------------------------------------------
CASH - END OF PERIOD $ 57 $ 63
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
NET CASH PAID DURING THE PERIOD FOR:
Income taxes $ 63 $ 185
Interest $ 31 $ 39
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
Capital contribution $ 12 $ --
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR SHARE DATA UNLESS OTHERWISE STATED)
(UNAUDITED)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Hartford Life, Inc. (the "Company") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
note disclosures which are normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to those rules and regulations, although the Company believes
that the disclosures made are adequate to make the information presented not
misleading. In the opinion of management, these statements include all
adjustments which were normal recurring adjustments necessary to present fairly
the financial position, results of operations and cash flows for the periods
presented.
For a description of accounting policies, see Note 2 of Notes to Consolidated
Financial Statements in the Company's Registration Statement on Form S-1
(Amendment No. 3) filed on May 21, 1997.
Certain reclassifications have been made to prior year financial information to
conform to current year presentation.
(b) CHANGES IN ACCOUNTING PRINCIPLES
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". This
statement establishes standards for computing and presenting earnings per share
("EPS") and applies to entities with publicly held common stock or potential
common stock. This statement simplifies the standards for computing earnings per
share previously found in Accounting Principles Board Opinion No. 15, "Earnings
per Share", and makes them comparable to international EPS standards. It
replaces the presentation of primary EPS with the presentation of basic EPS. It
also requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. This statement is
effective for financial statements for both interim and annual periods ending
after December 15, 1997. Adoption of SFAS No. 128 is not expected to have a
material effect on the Company's earnings per share calculation.
NOTE 2. INITIAL PUBLIC OFFERING ("IPO")
On February 10, 1997, the Company filed a registration statement with the
Securities and Exchange Commission, as amended, relating to the IPO of the
Company's Class A Common Stock. Pursuant to the IPO on May 22, 1997, the Company
sold to the public 26 million shares at $28.25 per share and received proceeds,
net of offering expenses, of $687. Of the proceeds, $527 was used to retire debt
related to the Company's promissory notes outstanding and the line of credit
discussed in Note 4 and the remaining $160 was contributed to the Company's
insurance subsidiaries to be used for working capital and other general
corporate purposes.
The 26 million shares sold in the IPO represent approximately 18.6% of the
equity ownership in the Company and approximately 4.4% of the combined voting
power of the Company's Class A and Class B Common Stock. The Hartford Financial
Services Group, Inc. ("The Hartford"), an indirect parent of the Company, owns
all of the 114 million outstanding shares of Class B Common Stock of the
Company, representing approximately 81.4% of the equity ownership in the Company
and approximately 95.6% of the combined voting power of the Company's Class A
and Class B Common Stock. Holders of Class A Common Stock generally have
identical rights to the holders of Class B Common Stock except that the holders
of Class A Common Stock are entitled to one vote per share while holders of
Class B Common Stock are entitled to five votes per share.
NOTE 3. EARNINGS PER SHARE
Pro forma earnings per share is calculated based upon the weighted average
common shares deemed to be outstanding during the respective periods. For
periods prior to the closing of the Company's IPO (May 27, 1997), outstanding
shares are based upon 114 million shares of Class B Common Stock owned by The
Hartford plus an assumed issuance of 11 million shares of Class A Common Stock
(the number of shares that, based upon the IPO price and the underwriting
discounts and expenses payable by the Company, would result in net proceeds
equal to the excess of the amount of the February and April 1997 dividends over
the 1996 earnings and the allocated advances from parent). For the period
subsequent to the closing of the IPO, outstanding shares are based upon 114
million shares of Class B Common Stock owned by The Hartford plus approximately
26 million shares of Class A Common Stock owned by the public.
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Pro forma effect has also been given for all periods presented for the
conversion of 1,000 shares of common stock, par value $0.01 per share, into 114
million shares of Class B Common Stock, par value $0.01 per share, which
occurred on April 3, 1997.
If the weighted average common shares outstanding were 140 million (representing
the weighted average shares outstanding as of the third quarter and nine months
ended September 30, 1997) for all periods presented, then the earnings per share
would have been $0.59 and $1.56 for the third quarter and nine months ended
September 30, 1997, respectively, and a loss per share of $0.81 and $0.23 for
the third quarter and nine months ended September 30, 1996, respectively.
NOTE 4. DEBT
On February 7, 1997, the Company declared a dividend of $1,184 payable to its
direct parent, Hartford Accident and Indemnity Company ("HA&I"). The Company
borrowed $1,084 on February 18, 1997, pursuant to a $1,300 line of credit, with
interest payable at the two-month Eurodollar rate plus 15 basis points, which,
together with a promissory note in the amount of $100, was paid as a dividend to
HA&I on February 20, 1997. Of the $1,184 dividend, $893 constituted a repayment
of the portion of the Company's third party indebtedness internally allocated,
for financial reporting purposes, to the Company's life insurance subsidiaries
(the "Allocated Advances"). In addition, on April 4, 1997, the Company declared
and paid a dividend of $25 to its parent in the form of a promissory note.
Subsequently, $12 of this note was forgiven and treated as a capital
contribution from HA&I.
On February 14, 1997, the Company filed a shelf registration statement for the
issuance and sale of up to $1.0 billion in the aggregate of senior debt
securities, subordinated debt securities and preferred stock. On June 17, 1997,
the Company issued $650 of unsecured redeemable long-term debt in the form of
notes and debentures. Of this amount, $200 was in the form of 6.90% notes due
June 15, 2004, $200 of 7.10% notes due June 15, 2007, and $250 of 7.65%
debentures due June 15, 2027. Interest on each of the notes and debentures is
payable semi-annually on June 15 and December 15, of each year, commencing
December 15, 1997. The Company also issued $50 of short-term debt in the form of
commercial paper. Of the proceeds from this issuance, $670 was used to retire
the remaining balance on the $1,300 line of credit with the remainder being used
for working capital and other general corporate purposes. Subsequently, the
Company reduced the capacity of the line of credit from $1,300 to $250, which
will be primarily used to support the commercial paper program.
NOTE 5. CONTINGENCIES
(a) LITIGATION
The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary and punitive damages have
been asserted. Although there can be no assurances, management, at the present
time, does not anticipate that the ultimate liability arising from such pending
or threatened litigation will have a material effect on the financial condition
or operating results of the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR 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 Company as of
September 30, 1997, compared with December 31, 1996, and its results of
operations for the third quarter and nine months ended September 30, 1997
compared with the equivalent 1996 periods. This discussion should be read in
conjunction with the MD&A in the Company's Registration Statement on Form S-1
(Amendment No.3) filed on May 21, 1997.
Certain statements contained in this discussion, other than statements of
historical fact, are forward-looking statements. These statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements are made based upon
management's expectations and beliefs concerning future developments and their
potential effect on the Company. There can be no assurance that future
developments will be in accordance with management's expectations or that the
effect of these future developments on the Company will be those anticipated by
management. Actual results could differ materially from those expected by the
Company, depending on the outcome of certain factors, including those described
in the forward-looking statements.
Certain reclassifications have been made to prior year financial information to
conform to the current year presentation.
INDEX
Consolidated Results of Operations: Operating Summary 8
Annuity 9
Individual Life Insurance 10
Employee Benefits 10
Guaranteed Investment Contracts 11
Investments 11
Capital Resources and Liquidity 13
CONSOLIDATED RESULTS OF OPERATIONS: OPERATING SUMMARY
OPERATING SUMMARY THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ------------------
1997 1996 1997 1996
------- ------- ------- -------
REVENUES $ 1,058 $ 817 $ 3,155 $ 3,107
EXPENSES 975 931 2,936 3,139
------- ------- ------- -------
NET INCOME (LOSS) $ 83 $ (114) $ 219 $ (32)
======= ======= ======= =======
The Company's insurance business operates in three principal segments: Annuity,
Individual Life Insurance, and Employee Benefits as well as a Guaranteed
Investments Contracts segment, which is primarily comprised of business written
prior to 1995. The Company also maintains a Corporate operation through which it
reports items that are not directly allocable to any of its business segments.
The Annuity segment focuses on the savings and retirement needs of the growing
number of individuals who are preparing for retirement or have already retired.
This segment consists of two areas of operation: Individual Annuity and Group
Annuity. The variety of products sold within this segment reflects the diverse
nature of the market. These include, in the Individual Annuity area, individual
variable annuities, fixed market value adjusted ("MVA") annuities, and mutual
funds; and in the Group Annuity area, deferred compensation and retirement plan
services for municipal governments and corporations, structured settlement
contracts and other special purpose annuity contracts, and investment management
contracts. The Individual Life Insurance segment, which focuses on the high end
estate and business planning markets, sells a variety of life insurance
products, including variable life and universal life insurance. The Employee
Benefits segment consists of two areas of operation: Group Insurance and
Specialty Insurance. Through Group Insurance, the Company offers products such
as group life insurance, group short- and long-term disability and accidental
death and dismemberment. Specialty Insurance primarily consists of the Company's
corporate owned life insurance ("COLI") business, and its international
operations. The Guaranteed Investment Contracts segment consists of guaranteed
rate contract ("GRC") business that is supported by assets held in either the
Company's general account or a guaranteed separate account and includes a closed
block of guaranteed rate contracts ("Closed Book GRC"). The Company decided in
1995, after a thorough review of its GRC business, that it would significantly
de-emphasize general account GRC, choosing to focus its distribution efforts on
other products sold through other divisions. Management expects no material
income or loss from the Guaranteed Investment Contracts segment in the future.
Revenues for the third quarter and nine months ended September 30, 1997
increased $241, or 29%, and $48, or 2%, respectively, compared to the same
periods in 1996. Excluding COLI revenues and the September 1996 net realized
capital losses of $210 associated with Closed Book GRC, revenues for the third
quarter and nine months ended September 30, 1997 increased $104, or 13%, and
$341, or 15%, respectively, over the comparable periods in 1996. The increase
was primarily due to increased revenues in the Individual Annuity segment of $76
and $177 for the third quarter and nine months ended September 30, 1997,
respectively, compared to the same periods in 1996. The increase was due to
higher fee income on individual variable annuity account values where the
average account value grew
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approximately $13.8 billion as of the third quarter of 1997 over the prior
period and new sales which were approximately $7.2 billion for the nine
months ended September 30, 1997 as compared with $6.9 billion for the same
period in 1996. Additionally, revenues in the Group Insurance operation
of the Employee Benefits segment increased $40 and $156 for the third quarter
and nine months ended September 30, 1997, over the comparable period in 1996, as
a result of continued growth in the group life and disability business due to
higher sales and renewals. COLI revenues were $150 and $472 for the third
quarter and nine months ended September 30, 1997, and declined $73 and $503,
respectively, due to the impact of the Health Insurance Portability and
Accountability Act of 1996 ("HIPA Act of 1996") which phases out the
deductibility of interest on policy loans under leveraged COLI by the end of
1998 and virtually eliminates new sales of leveraged COLI. The Company continues
to write variable COLI.
Expenses for the third quarter and nine months ended September 30, 1997
increased $44, or 5%, and decreased $203, or 6%, respectively, over prior year.
Excluding COLI and other charges and related tax benefits taken in September
1996 related to Closed Book GRC, expenses for the third quarter and nine months
ended September 30, 1997 increased $76, or 10%, and $260, or 12%, respectively,
over the comparable period in 1996. This increase was primarily driven by higher
benefits and expenses related to the strong growth in the Annuity segment and
the Group Insurance operation of the Employee Benefits segment. COLI expenses
were $143 and $452 as of the third quarter and nine months ended September 30,
1997, and declined $73 and $504, respectively, due to decreases in COLI sales as
discussed above.
Net income for the third quarter and nine months ended September 30, 1997 was
$83 and $219 as compared to a loss of $114 and $32 for the same periods in 1996.
The losses for the third quarter and nine months ended September 30, 1996
include losses of $179 and $210, primarily related to Closed Book GRC. Excluding
these losses, operating income grew $18, or 28%, and $41, or 23%, for the third
quarter and nine months ended September 30, 1997, respectively, over the prior
periods. This increase was driven by growth in the Annuity, Individual Life
Insurance, and the Group Insurance operation of the Employee Benefits segments
of 39%, 36%, and 23%, respectively, for the third quarter and 36%, 27%, and 24%,
respectively, for the nine months ended September 30, 1997. Partially offsetting
the growth in net income of the business segments was an increase in interest
expense in the Corporate segment of $6 for the nine months ended September 30,
1997, as compared to the same period in 1996, resulting from increased
indebtedness in conjunction with the repayment of allocated advances from the
Company's parent prior to the IPO.
SEGMENT RESULTS
The Company's reporting segments, which reflect the management structure of the
Company, consist of Annuity, Individual Life Insurance, Employee Benefits,
Guaranteed Investment Contracts and a Corporate Operation.
Below is a summary of net income (loss) by segment.
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-----------------------------------
1997 1996 1997 1996
----- ----- ----- -----
ANNUITY $ 53 $ 38 $ 145 $ 107
INDIVIDUAL LIFE INSURANCE 15 11 38 30
EMPLOYEE BENEFITS 23 22 65 58
GUARANTEED INVESTMENT CONTRACTS -- (184) -- (214)
CORPORATE OPERATION (8) (1) (29) (13)
----- ----- ----- -----
NET INCOME (LOSS) $ 83 $(114) $ 219 $ (32)
===== ===== ===== =====
The sections that follow analyze each segment's results. Specific topics such as
investment results are discussed separately following the segment overviews.
ANNUITY
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------
1997 1996 1997 1996
---- ---- ---- ----
REVENUES $336 $244 $926 $713
EXPENSES 283 206 781 606
---- ---- ---- ----
NET INCOME $ 53 $ 38 $145 $107
==== ==== ==== ====
Revenues increased $92, or 38%, and $213, or 30%, for the third quarter and the
nine months ended September 30, 1997, respectively, over the comparable periods
in 1996. This increase was driven by higher fees earned on growth in account
values, primarily from the Company's individual annuity business, where revenues
increased $76, or 49%, and $177, or 40%, for the third quarter and nine months
ended September 30, 1997, respectively, compared to the same period in 1996. The
average account value for individual
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variable annuities grew $13.8 billion to $38.7 billion for the nine months ended
September 30, 1997 from $24.9 billion for the nine months ended September 30,
1996 due to strong sales and market appreciation in the separate account assets.
New individual annuity sales were approximately $2.6 billion and $7.6 billion
for the third quarter and nine months ended September 30, 1997, respectively, as
compared to sales of $2.4 billion and $7.4 billion, respectively, for the same
periods of 1996. Also, group annuity revenues increased $16 and $36 for the
third quarter and nine months ended September 30, 1997, respectively, as
compared to the prior periods. The average account value for group annuities
grew $1.5 billion to $9.8 billion as of September 30, 1997 from $8.3 billion as
of September 30, 1996. Additionally, new group annuity sales were $165 and $520
for the third quarter and nine months ended September 30, 1997, respectively.
Total annuity expenses increased $77, or 37%, and $175, or 29% for the third
quarter and nine months ended September 30, 1997, respectively, as compared to
the same periods in 1996. This increase is a result of increased interest
credited, amortization of deferred acquisition costs, taxes and other expenses
related to increased sales and higher account values on this growing block of
business. Net income grew $15, or 39%, and $38, or 36%, in the third quarter of
1997 and for the nine months ended September 30, 1997, respectively, over the
same periods in 1996.
INDIVIDUAL LIFE INSURANCE
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------------
1997 1996 1997 1996
---- ---- ---- ----
REVENUES $129 $115 $376 $347
EXPENSES 114 104 338 317
---- ---- ---- ----
NET INCOME $ 15 $ 11 $ 38 $ 30
==== ==== ==== ====
Revenues in this segment increased $14, or 12%, and $29, or 8%, for the third
quarter and nine months ended September 30, 1997, respectively, over the same
periods in 1996. In the first quarter of 1996, a block of business was assumed
from Investors Equity Life Insurance Company which increased 1996 revenues by
$9. Excluding this transaction, revenues for the nine months ended September 30,
1997 increased $38, or 11%, over the prior year. This growth was driven by
increased cost of insurance charges and other fee income earned on this growing
block of business. Life insurance in-force grew $3.1 billion to $53.8 billion as
of September 30, 1997 from $50.7 billion for the same period in 1996, primarily
due to sales of variable life products. In addition, new sales were $34 and $90
for the third quarter and nine months ended September 30, 1997, respectively.
Total expenses grew $10, or 10%, and $21, or 7%, for the third quarter and nine
months ended September 30, 1997, respectively, over the same periods in 1996, as
a direct result of the segment's premium growth. Net income for the segment
increased $4, or 36%, and $8, or 27% for the third quarter and nine months ended
September 30, 1997, respectively, as compared to the same period in 1996.
EMPLOYEE BENEFITS
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------------------
1997 1996 1997 1996
------------------------------------------------
REVENUES $ 522 $ 582 $1,641 $2,016
EXPENSES 499 560 1,576 1,958
------ ------ ------ ------
NET INCOME $ 23 $ 22 $ 65 $ 58
====== ====== ====== ======
Revenues decreased $60, or 10%, and $375, or 19%, for the third quarter and nine
months ended September 30, 1997, respectively, over the same periods last year.
This decrease was primarily attributable to the COLI business for which
associated revenues decreased $73 and $503 for the third quarter and nine months
ended September 30, 1997, respectively, as compared to the same periods in 1996.
The decrease in COLI revenues is primarily a result of the HIPA Act of 1996
(which phases out the deductibility of interest on policy loans under leveraged
COLI by 1998). Partially offsetting this decrease was an increase in Group
Insurance revenues of $40 and $156 for the third quarter and nine months ended
September 30, 1997, respectively, over the same periods in 1996. The increase in
revenues is mainly attributable to premium growth in all lines within Group
Insurance, as a result of strong new business sales and renewals. Group
Insurance sales were $93 and $316 for the third quarter and nine months ended
September 30, 1997, respectively, an increase of $14, or 18% and $49, or 18%,
over the same periods in 1996.
Expenses decreased $61, or 11%, and $382, or 20%, as of the third quarter and
nine months ended September 30, 1997, respectively, over the same periods in
1996. COLI expenses decreased $73, or 34%, and $504, or 53%, for the quarter and
nine months ended September 30, 1997, respectively, over the same periods last
year. Offsetting the decrease in COLI expenses was an increase in Group
Insurance expenses of $37, or 11%, and $148, or 15%, for the three and nine
months ended September 30, 1997, respectively, over the same periods last year.
This increase is a result of higher benefits, claims and other insurance
expenses due to the growth in the Group Insurance block of business.
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Net income increased $1, or 5%, and $7, or 12%, for the third quarter and nine
months ended September 30, 1997, respectively, over the same periods in 1996.
Specialty Insurance had net earnings of $7 and $23 for the third quarter and
nine months ended September 30, 1997, as compared to earnings of $9 and $24 for
the same period in 1996. The 1997 results were impacted by a third quarter
operating loss of approximately $3 related to the Company's International
operations which was offset by an approximate gain of $4 related to the sale of
the Company's conventional block of reinsurance business. The International
results were primarily driven by a $4 operating loss related to the Company's
start-up operations in Argentina. Net income for the Group Insurance operation
increased $3, or 23%, and $8, or 24%, for the third quarter and nine months
ended September 30, 1997, respectively, as compared to the same period in 1996.
GUARANTEED INVESTMENT CONTRACTS
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------------------------
1997 1996 1997 1996
----- ----- ----- -----
REVENUES $ 62 $(163) $ 196 $ (23)
EXPENSES 62 21 196 191
===== ===== ===== =====
NET LOSS $ -- $(184) $ -- $(214)
===== ===== ===== =====
This segment reported no net income for the third quarter and nine months ended
September 30, 1997, respectively, as compared with a $184 loss and a $214 loss
for the same periods last year. Exclusive of net realized capital losses and
other charges taken in the third quarter of 1996 related to Closed Book GRC (See
the discussions related to Closed Book GRC in the Company's Registration
Statement on Form S-1 (Amendment No. 3) filed on May 21, 1997), this segment had
an operating loss of $15 and $45 for the quarter and nine months ended September
30, 1996, respectively. These 1997 results are consistent with management's
expectations that net income (loss) from Closed Book GRC in the years subsequent
to 1996 will be immaterial based on the Company's current projections for the
performance of the assets and liabilities associated with Closed Book GRC due to
actions taken in the third quarter of 1996. However, no assurance can be given
that, under certain unanticipated economic circumstances which result in the
Company's assumptions being proven inaccurate, further losses in respect of
Closed Book GRC will not occur in the future.
INVESTMENTS
An important element of the financial results of the Company is return on
invested assets. The investment portfolios of the Company are managed based on
the underlying characteristics and nature of their respective liabilities.
The ratings referenced in the fixed maturities by credit quality tables are
based on the ratings of a nationally recognized rating organization or, if not
rated, based on the Company's internal analysis of such securities.
Invested assets, excluding separate accounts, totaled $20.7 billion at September
30, 1997 and were comprised of $16.6 billion of fixed maturities, $3.8 billion
of policy loans, and other investments of $.3 billion. Policy loans, which are
secured by the cash value of the policy, carried a weighted-average interest
rate of 9.47% and 12.03% as of September 30, 1997 and 1996, respectively. These
loans do not mature in a conventional sense, but expire in conjunction with the
related policy liabilities.
FIXED MATURITIES BY TYPE
- ---------------------------------------------------------------------
SEPTEMBER 30, 1997 DECEMBER 31,1996
- ---------------------------------------------------------------------
FAIR FAIR
TYPE VALUE PERCENT VALUE PERCENT
- ---------------------------------------------------------------------
Corporate $7,850 47.4% $7,587 48.3%
ABS 3,471 20.9% 2,693 17.1%
Commercial MBS 1,537 9.3% 1,098 7.0%
CMO 1,073 6.5% 2,150 13.7%
Short-term 1,204 7.3% 765 4.9%
MBS - agency 545 3.3% 402 2.6%
Gov't/Gov't agencies - For. 442 2.7% 395 2.5%
Municipal - taxable 253 1.5% 266 1.7%
Gov't/Gov't agencies - U.S. 187 1.1% 355 2.2%
Municipal - tax-exempt 1 -- -- --
- ---------------------------------------------------------------------
TOTAL FIXED MATURITIES $16,563 100.0% $15,711 100.0%
- ---------------------------------------------------------------------
During the first nine months of 1997, the Company reduced its CMO exposure by
approximately 50% with the proceeds re-deployed primarily into the asset backed
sector. This is consistent with the Company's objective of managing exposure to
securities that "underperform" in a falling interest rate environment.
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The Company continued to maintain a high quality fixed maturities portfolio. As
of September 30, 1997, approximately 99% of the fixed maturities portfolio was
invested in investment-grade securities.
FIXED MATURITIES BY CREDIT QUALITY
- ------------------------------------------------------------------------------
SEPTEMBER 30, 1997 DECEMBER 31, 1996
- ------------------------------------------------------------------------------
FAIR FAIR
CREDIT QUALITY VALUE PERCENT VALUE PERCENT
- ------------------------------------------------------------------------------
AAA $3,010 18.2% $4,695 29.9%
AA 1,886 11.4% 1,902 12.1%
A 5,756 34.7% 5,366 34.2%
BBB 3,053 18.4% 2,581 16.4%
BB & below 71 0.4% 49 0.3%
U.S. Gov't/Gov't agencies 1,583 9.6% 353 2.2%
Short-term 1,204 7.3% 765 4.9%
- ------------------------------------------------------------------------------
TOTAL FIXED MATURITIES $16,563 100.0% $15,711 100.0%
- ------------------------------------------------------------------------------
INVESTMENT RESULTS
The table below summarizes the Company's results.
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
- ----------------------------------------------------------------------
1997 1996 1997 1996
- ----------------------------------------------------------------------
Net investment income, $360 $ 387 $1,097 $1,104
before-tax
Yield on average
invested assets, 7.1% 7.9% 7.3% 7.4%
before-tax [1]
Net realized
capital losses, $ 1 $(203) $ - $ (204)
before-tax
- ----------------------------------------------------------------------
[1] Represents annualized nine months net investment income (excluding net
realized capital gains (losses)) divided by average invested assets at cost
(fixed maturities at amortized cost).
For the third quarter ended September 30, 1997, net investment income totaled
$360 compared to $387 in 1996, a decrease of 7%. For the nine months ended
September 30, 1997, net investment income was $1,097 compared to $1,104 in 1996,
a decrease of less than one percent. For the third quarter ended September 30,
1997, before-tax yields decreased to 7.1% from 7.9% in 1996; and, for the nine
months ended September 30, 1997 before-tax yields decreased to 7.3% from 7.4% in
1996. The decrease in net investment income and yields was primarily
attributable to a decrease in policy loan yields with respect to the COLI block
of business and declining market interest rates.
Net realized capital gains for the third quarter ended September 30, 1997 were
$1 as compared to net realized capital losses of $203 for the same period in
1996. There were no net realized capital gains for the nine months ended
September 30, 1997, as compared to realized losses of $204 for the same period
in 1996. The 1996 capital losses were attributable to the writedown and sale of
certain securities within the GRC portfolio.
ASSET AND LIABILITY MANAGEMENT STRATEGIES
The Company employs several risk management tools to quantify and manage
interest rate risk arising from its investments and fixed rate liabilities.
Management monitors the changes in present value between assets and liabilities
resulting from various interest rate scenarios using integrated asset/liability
measurement systems and a proprietary system that simulates the impacts of
parallel and non-parallel yield curve shifts. Based on this current and
prospective information, management implements risk reducing techniques to
improve the match between assets and liabilities.
Derivatives play an important role in facilitating the management of interest
rate risk, creating opportunities to fund obligations to policyholders and
contractholders, hedging against risks that affect the value of certain
liabilities and adjust broad investment risk characteristics as a result of any
significant changes in market risks. As an end user of derivatives, the Company
employs a variety of derivative financial instruments, including swaps, caps,
floors, forwards, options, and exchange-traded financial futures in order to
hedge exposure to price, foreign currency and/or interest rate risk on
anticipated investment purchases or existing assets and liabilities. The
notional amounts of derivative contracts represent the basis upon which pay and
receive amounts are calculated and are not reflective of credit risk for
derivative contracts. Credit risk for derivative contracts is limited to the
amounts calculated to be due to the Company on such contracts. The Company
believes it maintains prudent policies regarding the financial stability and
credit standing of its major counterparties and typically requires credit
enhancement provisions to further limit its credit risk. Many of these
derivative contracts are bilateral agreements that are not assignable without
the consent of the relevant counterparty. Notional amounts pertaining to
derivative financial instruments totaled $9.3 billion at September 30, 1997
($7.0 billion related to insurance investments and $2.3 billion related to
insurance liabilities) and $10.9 billion at December 31, 1996 ($8.3 billion
related to insurance investments and $2.6 billion related to insurance
liabilities). The decrease in notional amounts pertaining to derivative
financial instruments was primarily
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due to continued liquidation of the Closed Book GRC asset portfolio. Management
believes that the use of derivatives allows the Company to sell more innovative
products, capitalize on market opportunities and execute a more flexible
investment strategy for its general account portfolio.
CAPITAL RESOURCES AND LIQUIDITY
Capital resources and liquidity represent the overall financial strength of the
Company 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 Company maintained cash and short-term investments totaling $1.3
billion and $837 as of September 30, 1997 and December 31, 1996, respectively,
and believes that its investment policies combined with the terms of its life
insurance and annuity contracts are adequate to support its liquidity needs. The
capital structure of the Company consists of debt and equity, summarized as
follows:
SEPTEMBER 30, 1997 DECEMBER 31, 1996
- --------------------------------------------------------------------------------------------------------------------------------
Short-term debt $ 50 $ -
Long-term debt 650 -
Allocated advances from parent - 893
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL DEBT $ 700 $ 893
- --------------------------------------------------------------------------------------------------------------------------------
Equity excluding net unrealized gain on securities, net of tax $ 1,832 $ 1,245
Unrealized gain on securities, net of tax 177 29
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY $ 2,009 $ 1,274
-------------------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION EXCLUDING NET UNREALIZED GAIN ON SECURITIES, NET OF TAX $ 2,532 $ 2,138
- --------------------------------------------------------------------------------------------------------------------------------
Debt to equity excluding net unrealized gain on securities, net of tax 38% 72%
Debt to capitalization excluding net unrealized gain on securities, net of tax 28% 42%
- --------------------------------------------------------------------------------------------------------------------------------
CAPITALIZATION
The Company's total capitalization, excluding net unrealized gain on securities,
net of tax, increased by $394, or 18%, as of September 30, 1997, as compared to
December 31, 1996. This change was impacted by $219 of net income, net proceeds
from the IPO of $687, and a $12 capital contribution in the form of debt
forgiveness. These increases in capitalization were partially offset by a net
reduction in debt of $193 and dividends of $328. As a result of the IPO and debt
restructuring, both the debt to equity and debt to capitalization ratios
decreased to 38% and 28% as of September 30, 1997, respectively, from 72% and
42% as of December 31, 1996, respectively. The Company's commercial paper and
senior debt are rated by independent rating agencies and the Company continues
to maintain debt to capital ratios consistent with these ratings. In addition,
during the third quarter of 1997, to make shares available to employees pursuant
to certain stock-based benefit plans, the Company repurchased 100,000 shares of
its common stock in the open market at a total cost of $4. The Company currently
intends to purchase shares of its common stock to make shares available for its
various employee stock-based benefit plans.
HLI INITIAL PUBLIC OFFERING
On February 10, 1997, the Company filed a registration statement with the
Securities and Exchange Commission, as amended, relating to an IPO of the
Company's Class A Common Stock. Pursuant to the IPO on May 22, 1997, the Company
sold to the public 26 million shares at $28.25 per share and received net
proceeds of $687. Of the proceeds, $527 was used to retire debt related to the
Company's promissory notes outstanding and the line of credit with the remaining
$160 contributed to the Company's insurance subsidiaries to be used for working
capital and other general corporate purposes.
DEBT
On February 7, 1997, the Company declared a dividend of $1,184 payable to its
direct parent, HA&I. As a result, the Company borrowed $1,084 on February 18,
1997, pursuant to a $1,300 line of credit, with interest payable at the
two-month Eurodollar rate plus 15 basis points, which, together with a
promissory note in the amount of $100, was paid as a dividend to HA&I on
February 20, 1997. Of the $1,184 dividend, $893 constituted a repayment of the
portion of the Company's third party indebtedness internally allocated, for
financial reporting purposes, to the Company's life insurance subsidiaries (the
"Allocated Advances"). In addition, on April 4, 1997 the Company declared and
paid a dividend of $25 to its parent in the form of a promissory note.
Subsequently, $12 of this note was forgiven in the form of a capital
contribution from HA&I.
On February 14, 1997, the Company filed a shelf registration statement for the
issuance and sale of up to $1.0 billion in the aggregate of senior debt
securities, subordinated debt securities and preferred stock. On June 17, 1997,
the Company issued $650 of unsecured redeemable long-term debt in the form of
notes and debentures. Of this amount, $200 was in the form 6.90% notes due June
15, 2004, $200 of 7.10% notes due June 15, 2007, and $250 of 7.65% debentures
due June 15, 2027. Interest on each of the notes and debentures is payable
semi-annually on June 15 and December 15, of each year, commencing December 15,
1997. The Company also issued $50 of short-term debt in the form of commercial
paper. Of the proceeds from this issuance, $670 was used to retire the remaining
balance
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on the $1,300 line of credit with the remainder being used for working
capital and other general corporate purposes. Subsequently, the Company reduced
the capacity of the line of credit from $1,300 to $250, which will be primarily
used to support the commercial paper program.
DIVIDENDS FROM INSURANCE SUBSIDIARIES
The Company received dividends from its regulated life insurance subsidiaries of
$45 through September 30, 1997.
CASH FLOWS
NINE MONTHS ENDED
SEPTEMBER 30,
1997 1996
- --------------------------------------------------------------------
Cash provided by operating activities $ 516 $ 114
Cash (used for) provided by investing
activities (229) 223
Cash used for financing activities (302) (344)
Cash - beginning of period 72 70
- --------------------------------------------------------------------
Cash - end of period $ 57 $ 63
- --------------------------------------------------------------------
During the first nine months of 1997, cash provided by operating activities
increased $402 from the prior period. The change in cash used for or provided by
investing activities primarily reflects the investment of cash from operating
activities. The change in cash used for financing activities between periods was
primarily due to proceeds from the IPO partially offset by declines in
investment-type contracts and changes in debt and dividends paid to the
Company's parent. Operating cash flows in both periods have been more than
adequate to meet liquidity requirements.
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PART II. OTHER INFORMATION
(DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR PER SHARE UNLESS OTHERWISE STATED)
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary and punitive damages have
been asserted. Although there can be no assurances, management, at the present
time, does not anticipate that the ultimate liability arising from such pending
or threatened litigation will have a material effect on the financial condition
or operating results of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See Exhibits Index
(b) Reports on Form 8-K - None
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hartford Life, Inc.
(Registrant)
/s/ Gregory A. Boyko
----------------------------------------------
Gregory A. Boyko
Senior Vice President, Chief Financial Officer
and Treasurer
NOVEMBER 13, 1997
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HARTFORD LIFE, INC. AND SUBSIDIARIES
FORM 10-Q
EXHIBITS INDEX
EXHIBIT # DESCRIPTION
--------- -----------
10.1 Employment Agreement dated July 1, 1997 between Hartford Life, Inc. and The
Hartford Financial Services Group, Inc. ("The Hartford") and Lowndes A. Smith
was filed as exhibit 10.02 to the Hartford's Form 10-Q filed for the quarter
ended September 30, 1997, and is incorporated herein by reference
11 Computation of Earnings Per Share is filed herewith.
27 Financial Data Schedule is filed herewith.
17