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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2002
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 No.)
200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06089
(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 November 14, 2002 there were outstanding 1,000 shares of Common Stock,
$0.01 par value per share, of the registrant, all of which were directly owned
by Hartford Holdings, Inc., a direct wholly owned subsidiary of The Hartford
Financial Services Group, Inc.
The registrant meets the conditions set forth in General Instruction H (1) (a)
and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
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1
INDEX
PAGE
----
Independent Accountants' Review Report 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income - Third Quarter and
Nine Months Ended September 30, 2002 and 2001 4
Consolidated Balance Sheets - September 30, 2002 and December 31, 2001 5
Consolidated Statements of Changes in Stockholder's Equity -
Nine Months Ended September 30, 2002 and 2001 6
Consolidated Statements of Cash Flows - Nine Months
Ended September 30, 2002 and 2001 7
Notes to Consolidated Financial Statements 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 26
ITEM 4. CONTROLS AND PROCEDURES 27
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 27
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 27
Signature 28
Certificates 29
2
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors and Stockholder
Hartford Life, Inc.
Hartford, Connecticut
We have reviewed the accompanying consolidated balance sheet of Hartford Life,
Inc and subsidiaries (the "Company") as of September 30, 2002, and the related
consolidated statements of income for the third quarter and nine months then
ended, and changes in stockholder's equity, and cash flows for the nine months
then ended. These consolidated financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial information as of December 31, 2001, and
for the third quarter and nine months ended September 30, 2001, were not audited
or reviewed by us and, accordingly, we do not express an opinion or any other
form of assurance on them.
Deloitte & Touche LLP
Hartford, Connecticut
November 12, 2002
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THIRD QUARTER NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
(In millions) (Unaudited) 2002 2001 2002 2001
- -----------------------------------------------------------------------------------------------------------------
REVENUES
Fee income $ 627 $ 654 $ 1,961 $ 1,942
Earned premiums and other 570 554 1,740 1,695
Net investment income 462 447 1,360 1,320
Net realized capital losses (118) (50) (253) (67)
- -----------------------------------------------------------------------------------------------------------------
TOTAL REVENUES 1,541 1,605 4,808 4,890
- -----------------------------------------------------------------------------------------------------------------
BENEFITS, CLAIMS AND EXPENSES
Benefits and claims 926 928 2,744 2,728
Insurance expenses and other 333 339 1,050 984
Amortization of deferred policy acquisition costs and present
value of future profits 163 154 486 472
Dividends to policyholders 8 13 30 28
Goodwill amortization -- 7 -- 16
Interest expense 28 28 84 76
- -----------------------------------------------------------------------------------------------------------------
TOTAL BENEFITS, CLAIMS AND EXPENSES 1,458 1,469 4,394 4,304
- -----------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAX (BENEFIT) EXPENSE AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 83 136 414 586
Income tax (benefit) expense (78) (114) (18) 10
- -----------------------------------------------------------------------------------------------------------------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 161 250 432 576
Cumulative effect of accounting change, net of tax -- -- -- (26)
- -----------------------------------------------------------------------------------------------------------------
NET INCOME $ 161 $ 250 $ 432 $ 550
- -----------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
(In millions, except for share data) 2002 2001
- -------------------------------------------------------------------------------------------------------------
(Unaudited)
ASSETS
Investments
Fixed maturities, available for sale, at fair value (amortized cost of
$27,322 and $23,010) $ 28,539 $ 23,301
Equity securities, at fair value (amortized cost of $404 and $448) 374 428
Policy loans, at outstanding balance 2,980 3,317
Other investments 1,359 1,331
- -------------------------------------------------------------------------------------------------------------
Total investments 33,252 28,377
Cash 194 167
Premiums receivable and agents' balances 198 229
Reinsurance recoverables 701 648
Deferred policy acquisition costs and present value of future profits 5,904 5,572
Deferred income taxes (361) (16)
Goodwill 796 796
Other assets 1,186 1,116
Separate account assets 101,533 114,720
- -------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 143,403 $ 151,609
=============================================================================================================
LIABILITIES
Future policy benefits $ 9,345 $ 8,842
Other policyholder funds 22,338 19,357
Long-term debt 1,050 1,050
Company obligated mandatorily redeemable preferred securities of subsidiary
trust holding solely parent junior subordinated debentures 450 450
Other liabilities 3,050 2,580
Separate account liabilities 101,533 114,720
- -------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 137,766 146,999
=============================================================================================================
STOCKHOLDER'S EQUITY
Common Stock - 1,000 shares authorized, issued and outstanding;
par value $0.01 -- --
Capital surplus 1,895 1,895
Accumulated other comprehensive income 841 196
Retained earnings 2,901 2,519
- -------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY 5,637 4,610
=============================================================================================================
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 143,403 $ 151,609
=============================================================================================================
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2002
ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)
----------------------------------------
NET GAIN ON
UNREALIZED CASH FLOW
GAIN ON HEDGING CUMULATIVE TOTAL
COMMON CAPITAL SECURITIES, INSTRUMENTS, TRANSLATION RETAINED STOCKHOLDER'S
(In millions) (Unaudited) STOCK SURPLUS NET OF TAX NET OF TAX ADJUSTMENTS EARNINGS EQUITY
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001 $ -- $ 1,895 $ 163 $ 62 $ (29) $ 2,519 $ 4,610
Comprehensive income
Net income 432 432
--------------
Other comprehensive income, net of tax (1)
Unrealized gain on securities (3) 570 570
Net gain on cash flow hedging instruments 80 80
Cumulative translation adjustments (5) (5)
--------------
Total other comprehensive income 645
--------------
Total comprehensive income 1,077
--------------
Dividends declared (50) (50)
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2002 $ -- $ 1,895 $ 733 $ 142 $ (34) $ 2,901 $ 5,637
====================================================================================================================================
NINE MONTHS ENDED SEPTEMBER 30, 2001
ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)
----------------------------------------
NET GAIN ON
UNREALIZED CASH FLOW
GAIN ON HEDGING CUMULATIVE TOTAL
COMMON CAPITAL SECURITIES, INSTRUMENTS, TRANSLATION RETAINED STOCKHOLDER'S
(In millions) (Unaudited) STOCK SURPLUS NET OF TAX NET OF TAX ADJUSTMENTS EARNINGS EQUITY
- ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000 $ -- $ 1,280 $ 40 $ -- $ (13) $ 1,900 $ 3,207
Comprehensive income
Net income 550 550
-------------
Other comprehensive income, net of tax (1)
Cumulative effect of accounting change (2) 3 20 23
Unrealized gain on securities (3) 284 284
Net gain on cash flow hedging instruments 70 70
Cumulative translation adjustments (10) (10)
-------------
Total other comprehensive income 367
-------------
Total comprehensive income 917
-------------
Dividends declared (50) (50)
Capital contribution from parent 615 615
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2001 $ -- $ 1,895 $ 327 $ 90 $ (23) $ 2,400 $ 4,689
====================================================================================================================================
(1) Unrealized gain on securities is reflected net of tax provision of $307
and $153 for the nine months ended September 30, 2002 and 2001,
respectively. Cumulative effect of accounting change is net of tax benefit
of $12 for the nine months ended September 30, 2001. Net gain on cash flow
hedging instruments is net of tax provision of $43 and $38 for the nine
months ended September 30, 2002 and 2001, respectively. There is no tax
effect on cumulative translation adjustments.
(2) Unrealized gain on securities, net of tax, includes cumulative effect of
accounting change of $(23) to net income and $20 to net gain on cash flow
hedging instruments for the nine months ended September 30, 2001.
(3) There were reclassification adjustments for after-tax losses realized in
net income of $(154) and $(43) for the nine months ended September 30,
2002 and 2001, respectively.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
6
HARTFORD LIFE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
(In millions) (Unaudited) 2002 2001
- ------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income $ 432 $ 550
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net realized capital losses 253 67
Cumulative effect of change in accounting, net of tax -- 26
Amortization of deferred policy acquisition costs and present value of future profits 486 472
Additions to deferred policy acquisition costs and present value of future profits (818) (797)
Depreciation and amortization 33 13
Decrease (increase) in premiums receivable and agents' balances 31 (15)
Decrease in other liabilities (131) (62)
Change in receivables, payables and accruals (48) (40)
Increase (decrease) in accrued tax 211 (10)
Increase (decrease) in deferred income tax (16) 32
Increase in future policy benefits 503 530
Decrease (increase) in reinsurance recoverables 6 (92)
Other, net (61) (140)
- ------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 881 534
- ------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchases of investments (10,963) (8,461)
Sales of investments 5,592 4,057
Maturities and principal paydowns of fixed maturity investments 1,725 1,858
Acquisition of Fortis Financial Group -- (1,105)
Capital expenditures and other (48) (44)
- ------------------------------------------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES (3,694) (3,695)
- ------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Capital contribution from parent -- 615
Proceeds from issuance of long-term debt -- 400
Proceeds from issuance of company obligated mandatorily redeemable preferred
securities of subsidiary trust holding solely parent junior subordinated debentures -- 200
Dividends paid (50) (47)
Net receipts from investment and universal life-type contracts 2,885 2,027
- ------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,835 3,195
- ------------------------------------------------------------------------------------------------------------------
Net increase in cash 22 34
Impact of foreign exchange 5 (1)
- ------------------------------------------------------------------------------------------------------------------
Cash - beginning of period 167 106
- ------------------------------------------------------------------------------------------------------------------
CASH - END OF PERIOD $ 194 $ 139
- ------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
NET CASH PAID DURING THE PERIOD FOR
Income taxes $ 22 $ 34
Interest $ 78 $ 57
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in millions, unless otherwise stated)
(Unaudited)
1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Hartford Life,
Inc. and its subsidiaries ("Hartford Life" or the "Company") have been prepared
on the basis of accounting principles generally accepted in the United States of
America, which differ materially from the accounting prescribed by various
insurance regulatory authorities. All material intercompany transactions and
balances between Hartford Life, its subsidiaries and affiliates have been
eliminated.
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
The most significant estimates include those used in determining deferred policy
acquisition costs, the liability for future policy benefits and other
policyholder funds, and investment values. Although some variability is inherent
in these estimates, management believes the amounts provided are adequate.
In the opinion of management these financial statements include all normal
recurring adjustments necessary to present fairly the financial position,
results of operations and cash flows for the periods presented.
Certain reclassifications have been made to prior year financial information to
conform to the current year classifications.
(B) SIGNIFICANT ACCOUNTING POLICIES
For a description of accounting policies, see Note 2 of Notes to Consolidated
Financial Statements included in Hartford Life's 2001 Form 10-K Annual Report.
(C) ADOPTION OF NEW ACCOUNTING STANDARDS
In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections". Under historical guidance, all gains and losses
resulting from the extinguishment of debt were required to be aggregated and, if
material, classified as an extraordinary item, net of related income tax effect.
SFAS No. 145 rescinds that guidance and requires that gains and losses from
extinguishment of debt be classified as extraordinary items only if they are
both unusual and infrequent in occurrence. SFAS No. 145 also amends SFAS No. 13,
"Accounting for Leases" for the required accounting treatment of certain lease
modifications that have economic effects similar to sale-leaseback transactions.
SFAS No. 145 requires that those lease modifications be accounted for in the
same manner as sale-leaseback transactions. The provisions of SFAS No. 145
related to the rescission of SFAS No. 4 are applicable in fiscal years beginning
after May 15, 2002 and will be effective for Hartford Life January 1, 2003.
Adoption of the provisions of SFAS No. 145 related to the rescission of SFAS No.
4 is not expected to have a material impact on the Company's consolidated
financial condition or results of operations. The provisions of SFAS No. 145
related to SFAS No. 13 are effective for transactions occurring after May 15,
2002. Adoption of the provisions of SFAS No. 145 related to SFAS No. 13 did not
have a material impact on the Company's consolidated financial condition or
results of operations.
Effective September 2001, the Company adopted EITF Issue 01-10 "Accounting for
the Impact of the Terrorist Attacks of September 11, 2001". Under the consensus,
costs related to the terrorist acts should be reported as part of income from
continuing operations and not as an extraordinary item. The Company has
recognized and classified all direct and indirect costs associated with the
attack of September 11 in accordance with the consensus. (For a discussion of
the impact of the September 11 terrorist attack, see Note 3.)
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 establishes an accounting model for
long-lived assets to be disposed of by sale that applies to all long-lived
assets, including discontinued operations. SFAS No. 144 requires that those
long-lived assets be measured at the lower of carrying amount or fair value less
cost to sell, whether reported in continuing operations or in discontinued
operations. The provisions of SFAS No. 144 are
8
effective for financial statements issued for fiscal years beginning after
December 15, 2001. Adoption of SFAS No. 144 did not have a material impact on
the Company's consolidated financial condition or results of operations.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations". SFAS No.
141 eliminates the pooling-of-interests method of accounting for business
combinations requiring all business combinations to be accounted for under the
purchase method. Accordingly, net assets acquired are recorded at fair value
with any excess of cost over net assets assigned to goodwill.
SFAS No. 141 also requires that certain intangible assets acquired in a business
combination be recognized apart from goodwill. The provisions of SFAS No. 141
apply to all business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method of accounting for those transactions is prohibited.
Adoption of SFAS No. 141 did not have a material impact on the Company's
consolidated financial condition or results of operations.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". Under SFAS No. 142, amortization of goodwill is precluded, however, its
recoverability must be periodically (at least annually) reviewed and tested for
impairment.
Goodwill must be tested at the reporting unit level for impairment in the year
of adoption, including an initial test performed within six months of adoption.
If the initial test indicates a potential impairment, then a more detailed
analysis to determine the extent of impairment must be completed within twelve
months of adoption.
During the second quarter of 2002, the Company completed the review and analysis
of its goodwill asset in accordance with the provisions of SFAS No. 142. The
result of the analysis indicated that each reporting unit's fair value exceeded
its carrying amount, including goodwill. As a result, goodwill for each
reporting unit was not considered impaired. Adoption of all other provisions of
SFAS No. 142 did not have a material impact on the Company's consolidated
financial condition or results of operations.
SFAS No. 142 also requires that useful lives for intangibles other than goodwill
be reassessed and remaining amortization periods be adjusted accordingly. (For
further discussion of the impact of SFAS No. 142, see Note 2).
(D) FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS
In July 2002, the FASB issued SFAS No. 146 "Accounting for Certain Costs
Associated with Exit or Disposal Activities", which nullifies Emerging Issues
Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS No. 146 establishes a change in the
requirements for recognition of a liability for a cost associated with an exit
or disposal activity. This statement now requires liabilities to be recognized
when a company actually incurs the liability. Previously, under EITF Issue No.
94-3, liabilities were recognized at the date an entity committed to an exit
plan. Provisions of SFAS No. 146 are effective for activities initiated after
December 31, 2002. Adoption of this statement is not expected to have a material
impact on the Company's consolidated financial condition or results of
operations.
(E) EXPENSING STOCK OPTIONS
Beginning in January 2003, the Company's parent, The Hartford Financial Services
Group, Inc. ("The Hartford"), will adopt the fair-value recognition provisions
of accounting for employee stock options under SFAS No. 123, "Accounting for
Stock-Based Compensation". The Company believes the use of the fair-value method
to record employee stock-based compensation expense is consistent with the
Company's accounting for all other forms of compensation. This method of
accounting for stock options will be used for all awards granted or modified
after January 1, 2003. The Hartford currently applies the intrinsic value-based
provisions set forth in Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees". SFAS No. 123 permits companies either to use the
fair-value method and recognize compensation expense upon the issuance of stock
options, thereby lowering earnings, or, alternatively, to disclose the pro-forma
impact of the issuance.
The FASB is conducting a fast-track project, which proposes three optional
transition methods for entities that decide to voluntarily adopt the fair value
recognition principles of SFAS No. 123 and modifies the disclosure requirements
of that Statement. Under the guidance contained in an exposure draft issued by
the FASB, entities would have the ability to select any one of the three
proposed transition methods. While The Hartford is committed to expensing the
fair value of its option grants, the ultimate transition method to be used by
The Hartford will be determined at the completion of the FASB project.
Upon adoption of the fair-value recognition provisions of accounting for
employee stock options under SFAS No. 123 by The Hartford, the Company will
expense its portion of the cost of stock options allocated by The Hartford.
2. GOODWILL
Effective January 1, 2002, the Company adopted SFAS No. 142 and accordingly
ceased all amortization of goodwill.
9
The following table shows net income for the third quarter and nine months ended
September 30, 2002 and 2001, with the 2001 periods adjusted for goodwill
amortization recorded during that specified period.
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------------------
NET INCOME 2002 2001 2002 2001
- ---------------------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting changes $ 161 $ 250 $ 432 $ 576
Goodwill amortization, net of tax -- 5 -- 10
- ---------------------------------------------------------------------------------------------------------------
Adjusted income before cumulative effect of accounting changes 161 255 432 586
Cumulative effect of accounting changes, net of tax -- -- -- (26)
- ---------------------------------------------------------------------------------------------------------------
Adjusted net income $ 161 $ 255 $ 432 $ 560
===============================================================================================================
The following table shows the Company's acquired intangible assets that continue
to be subject to amortization and aggregate amortization expense. Except for
goodwill, the Company has no intangible assets with indefinite useful lives.
AS OF SEPTEMBER 30, 2002
------------------------
GROSS ACCUMULATED
CARRYING NET
AMORTIZED INTANGIBLE ASSETS AMOUNT AMORTIZATION
- --------------------------------------------------------------------------------
Present value of future profits $ 536 $ 69
- --------------------------------------------------------------------------------
Total $ 536 $ 69
================================================================================
Net amortization expense for the quarter and nine months ended September 30,
2002 was $13 and $32, respectively.
Estimated future net amortization expense for the succeeding five years is as
follows:
For the year ending December 31,
- ----------------------------------------------
2002 $ 44
2003 $ 41
2004 $ 39
2005 $ 36
2006 $ 34
- ----------------------------------------------
The carrying amount of goodwill is $796 as of both September 30, 2002 and
December 31, 2001.
3. SEPTEMBER 11 TERRORIST ATTACK
As a result of the September 11 terrorist attack, the Company recorded an
estimated loss amounting to $20, net of taxes and reinsurance, in the third
quarter of 2001. The Company based the loss estimate upon a review of insured
exposures using a variety of assumptions and actuarial techniques, including
estimated amounts for unknown and unreported policyholder losses. Also included
was an estimate of amounts recoverable under the Company's ceded reinsurance
programs, including the cost of additional reinsurance premiums. In the first
quarter of 2002, the Company recognized an $8 after-tax benefit related to
favorable development of reserves related to the September 11 terrorist attack.
4. DERIVATIVES AND HEDGING ACTIVITIES
The Company utilizes a variety of derivative instruments in the ordinary course
of business, including swaps, caps, floors, forwards and exchange traded futures
and options, to manage risk through one of four Company approved risk management
strategies: to hedge risk arising from interest rate, price or currency exchange
rate volatility; to manage liquidity; or to control transaction costs; or to
enter into income enhancement and replication transactions. All of the Company's
derivative transactions are permitted uses of derivatives under the derivatives
use plan filed and/or approved, as applicable, by the State of Connecticut and
State of New York insurance departments.
For a detailed discussion of the Company's use of derivative instruments, see
Note 2(e) of Notes to Consolidated Financial Statements included in Hartford
Life's December 31, 2001 Form 10-K Annual Report.
As of September 30, 2002, the Company reported $291 of derivative assets in
other investments and $156 of derivative liabilities in other liabilities.
10
Cash-Flow Hedges
For the third quarter and nine months ended September 30, 2002, the Company's
gross gains and losses representing the total ineffectiveness of all cash-flow
hedges were immaterial, with the net impact reported as realized capital gains
or losses. All components of each derivative's gain or loss are included in the
assessment of hedge effectiveness.
Gains and losses on derivative contracts that are reclassified from other
comprehensive income to current period earnings are included in the line item in
the Consolidated Statement of Income in which the hedged item is recorded. As of
September 30, 2002, approximately $5 of after-tax deferred net gains on
derivative instruments accumulated in other comprehensive income are expected to
be reclassified to earnings during the next twelve months. This expectation is
based on the anticipated interest payments on hedged investments in fixed
maturity securities that will occur over the next twelve months, at which time
the Company will recognize the deferred net gains/losses as an adjustment to
interest income over the term of the investment cash flows. The maximum term
over which the Company is hedging its exposure to the variability of future cash
flows (for all forecasted transactions, excluding interest payments on
variable-rate debt) is twelve months. As of September 30, 2002, the Company held
approximately $2.9 billion in derivative notional value related to strategies
categorized as cash-flow hedges. There were no reclassifications to earnings for
the third quarter and nine months ended September 30, 2002 and 2001,
respectively.
Fair-Value Hedges
For the third quarter and nine months ended September 30, 2002, the Company's
gross gains and losses representing the total ineffectiveness of all fair-value
hedges were immaterial, with the net impact reported as realized capital gains
or losses. All components of each derivative's gain or loss are included in the
assessment of hedge effectiveness. As of September 30, 2002, the Company held
approximately $345 in derivative notional value related to strategies
categorized as fair-value hedges.
Other Risk Management Activities
The Company's other risk management activities primarily relate to strategies
used to reduce economic risk or enhance income and do not receive hedge
accounting treatment. Swap agreements, interest rate cap and floor agreements
and option contracts are used to reduce economic risk. Income enhancement and
replication transactions include the use of written covered call options which
offset embedded equity call options, total return swaps and synthetic
replication of cash market instruments. The changes in the value of all
derivatives held for other risk management purposes are reported in current
period earnings as realized capital gains or losses. As of September 30, 2002,
the Company held approximately $4.2 billion in derivative notional value related
to strategies categorized as Other Risk Management Activities.
5. FORTIS ACQUISITION
On April 2, 2001, The Hartford, through Hartford Life, acquired the U.S.
individual life insurance, annuity and mutual fund businesses of Fortis, Inc.
(operating as Fortis Financial Group, or "Fortis") for $1.12 billion in cash.
The Company affected the acquisition through several reinsurance agreements with
subsidiaries of Fortis and the purchase of 100% of the stock of Fortis Advisers,
Inc. and Fortis Investors, Inc., wholly-owned subsidiaries of Fortis. The
acquisition was recorded as a purchase transaction and as such, the revenues and
expenses generated by this business from April 2, 2001 forward are included in
the Company's Consolidated Statements of Income.
The Company financed the acquisition through (1) a capital contribution from The
Hartford of $615 from its February 16, 2001 offering of common stock, (2) net
proceeds from the March 1, 2001 issuance of $400 of senior debt securities under
the Company's shelf registration and (3) net proceeds from the March 6, 2001
issuance of $200 of trust preferred securities under the Company's shelf
registration.
6. SALE OF SUDAMERICANA HOLDING S.A.
On September 7, 2001, Hartford Life completed the sale of its ownership interest
in an Argentine subsidiary, Sudamericana Holding S.A. The company recognized an
after-tax net realized capital loss of $21 related to the sale.
7. DEBT
On March 1, 2001, Hartford Life sold $400 of senior debt securities under the
June 1998 shelf registration. The long-term debt was issued in the form of
7.375% thirty-year senior notes due March 1, 2031. Interest on the notes is
payable semi-annually on March 1 and September 1, commencing on September 1,
2001. As previously discussed in Note 5, Hartford Life used the net proceeds
from the issuance of the notes to partially fund the Fortis acquisition.
11
On May 15, 2001, the Company filed with the SEC a shelf registration statement
for the potential offering and sale of up to $1.0 billion in debt and preferred
securities. The registration statement was declared effective on May 29, 2001.
This registration statement included $150 of Hartford Life securities remaining
under the shelf registration filed by the Company with the SEC in June of 1998.
As of September 30, 2002, Hartford Life had $1.0 billion remaining on its shelf.
8. COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF SUBSIDIARY
TRUST HOLDING SOLELY PARENT JUNIOR SUBORDINATED DEBENTURES
On March 6, 2001, Hartford Life Capital II, a Delaware statutory business trust
formed by Hartford Life, issued 8,000,000, 7.625% Trust Preferred Securities,
Series B under the June 1998 shelf registration. The proceeds from the sale of
the Series B Preferred Securities were used to acquire $200 of 7.625% Series B
Junior Subordinated Debentures issued by Hartford Life. As previously discussed
in Note 5, the Company used the proceeds from the offering to partially fund the
Fortis acquisition.
The Series B Preferred Securities represent undivided beneficial interests in
Hartford Life Capital II's assets, which consist solely of the Series B Junior
Subordinated Debentures. Hartford Life owns all of the common securities of
Hartford Life Capital II. Holders of Series B Preferred Securities are entitled
to receive cumulative cash distributions accruing from March 6, 2001, the date
of issuance, and payable quarterly in arrears commencing April 15, 2001 at the
annual rate of 7.625% of the stated liquidation amount of $25.00 per Series B
Preferred Security. The Series B Preferred Securities are subject to mandatory
redemption upon repayment of the Series B Junior Subordinated Debentures at
maturity or upon earlier redemption. Hartford Life has the right to redeem the
Series B Junior Subordinated Debentures on or after March 6, 2006 or earlier
upon the occurrence of certain events. Holders of Series B Preferred Securities
generally have no voting rights.
The Series B Junior Subordinated Debentures mature on February 15, 2050 and bear
interest at the annual rate of 7.625% of the principal amount, payable quarterly
in arrears commencing April 15, 2001. The Series B Junior Subordinated
Debentures are unsecured and rank junior and subordinate in right of payment to
all present and future senior debt of Hartford Life and are effectively
subordinated to all existing and future obligations of the Company's
subsidiaries.
Hartford Life has the right at any time, and from time to time, to defer
payments of interest on the Series B Junior Subordinated Debentures for a period
not exceeding 20 consecutive quarters up to the debentures' maturity date.
During any such period, interest will continue to accrue and the Company may not
declare or pay any cash dividends or distributions on, or purchase, Hartford
Life's capital stock nor make any principal, interest or premium payments on or
repurchase any debt securities that rank equally with or junior to the Series B
Junior Subordinated Debentures. Hartford Life will have the right at any time to
dissolve the Trust and cause the Series B Junior Subordinated Debentures to be
distributed to the holders of the Series B Preferred Securities. The Company has
guaranteed, on a subordinated basis, all of the Hartford Life Capital II
obligations under the Series B Preferred Securities including payment of the
redemption price and any accumulated and unpaid distributions to the extent of
available funds and upon dissolution, winding up or liquidation but only to the
extent Hartford Life Capital II has funds available to make these payments.
9. COMMITMENTS AND CONTINGENCIES
(A) LITIGATION
Hartford Life is involved in various legal actions, in the normal course of its
business, in which claims for alleged economic and punitive damages have been or
may be asserted. Some of the pending litigation has been filed as purported
class actions and some actions have been filed in certain jurisdictions that
permit punitive damage awards that are disproportionate to the actual damages
incurred. Although there can be no assurances, at the present time, the Company
does not anticipate that the ultimate liability arising from potential, pending
or threatened legal actions, after consideration of provisions made for
estimated losses and costs of defense, will have a material adverse effect on
the financial condition, results of operations or cash flows of the Company.
On March 15, 2002, a jury in the U.S. District Court for the Eastern District of
Missouri issued a verdict in Bancorp Services, LLC ("Bancorp") v. Hartford Life
Insurance Company ("HLIC"), et al. in favor of Bancorp in the amount of $118.
The case involved claims of patent infringement, misappropriation of trade
secrets, and breach of contract against HLIC and its affiliate International
Corporate Marketing Group, Inc. ("ICMG"). The judge dismissed the patent
infringement claim on summary judgment. The jury's award was based on the last
two claims. On August 28, 2002, the Court entered an order awarding Bancorp
prejudgment interest on the breach of contract claim in the amount of $16.
HLIC and ICMG have moved the district court for, among other things, judgment as
a matter of law or a new trial, and intend to appeal the judgment if the
district court does not set it aside or substantially reduce it. In either
event, the Company's management, based on the opinion of its legal advisors,
believes that there is a substantial likelihood that the jury award will not
survive at its current amount. Based on the advice of legal counsel regarding
the potential outcome of this litigation, the Company recorded an $11 after-tax
12
charge in the first quarter of 2002 to increase litigation reserves associated
with this matter. Should HLIC and ICMG not succeed in eliminating or reducing
the judgment, a significant additional expense would be recorded in the future
related to this matter.
The Company is involved in arbitration with one of its primary reinsurers
relating to policies with death benefit guarantees written from 1994 to 1999.
The arbitration involves alleged breaches under the reinsurance treaties.
Although the Company believes that its position in this pending arbitration is
strong, an adverse outcome could result in a decrease to the Company's statutory
surplus and capital and potentially increase the death benefit costs incurred by
the Company in the future. The arbitration hearing began in October 2002.
(B) TAX MATTERS
The Company's Federal income tax returns are routinely audited by the Internal
Revenue Service ("IRS"). Throughout the audit of the 1996-1997 years, the
Company and the IRS have been engaged in an ongoing dispute regarding what
portion of the separate account dividends-received deduction ("DRD") is
deductible by the Company. During 2001, the Company continued its discussions
with the IRS. As part of the Company's due diligence with respect to this issue,
the Company closely monitored the activities of the IRS with respect to other
taxpayers on this issue and consulted with outside tax counsel and advisors on
the merits of the Company's separate account DRD. The due diligence was
completed during the third quarter of 2001 and the Company concluded that it was
probable that a greater portion of the separate account DRD claimed on its filed
returns would be realized. Based on the Company's assessment of the probable
outcome, the Company concluded an additional $130 tax benefit was appropriate to
record in the third quarter of 2001, relating to the tax years 1996-2000.
Additionally, the Company increased its estimate of the separate account DRD
recognized with respect to tax year 2001 from $44 to $60.
Throughout the audit in 2002, the Company and its IRS agent requested advice
from the National Office of the IRS with respect to certain aspects of the
computation of the separate account DRD that had been claimed by the Company for
the 1996-1997 audit period. During September 2002, the IRS National Office
issued a ruling that confirmed that the Company had properly computed the items
in question in the separate account DRD claimed on its 1996-1997 tax returns.
Additionally, during the third quarter, the Company reached agreement with the
IRS on all other issues with respect to the 1996-1997 tax years. The Company
recorded a benefit of $76 during the third quarter of 2002, primarily relating
to the tax treatment of such issues for the 1996-1997 tax years, as well as
appropriate carryover adjustments to the 1998-2002 years. The Company will
continue to monitor further developments surrounding the computation of the
separate account DRD, as well as other items, and will adjust its estimate of
the probable outcome of these issues as developments warrant. Management
believes that adequate provision has been made in the financial statements for
any potential assessments that may result from tax examinations and other
tax-related matters for all open tax years.
10. SEGMENT INFORMATION
Hartford Life is organized into four reportable operating segments: Investment
Products, Individual Life, Group Benefits and Corporate Owned Life Insurance
(COLI). Investment Products offers individual fixed and variable annuities,
mutual funds, retirement plan services and other investment products. Individual
Life sells a variety of life insurance products, including variable life,
universal life and term life insurance. Group Benefits sells group insurance
products, including group life and group disability insurance as well as other
products, including stop loss and supplementary medical coverage to employers
and employer sponsored plans, accidental death and dismemberment, travel
accident and other special risk coverages to employers and associations. COLI
primarily offers variable products used by employers to fund non-qualified
benefits or other postemployment benefit obligations as well as leveraged COLI.
The Company includes in an "Other" category corporate items not directly
allocable to any of its reportable operating segments, principally interest
expense, as well as its international operations, which are primarily located in
Japan and Latin America.
The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2 of
Notes to Consolidated Financial Statements in Hartford Life's 2001 Form 10-K
Annual Report. Hartford Life evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the allocation of net realized capital gains and
losses through net investment income utilizing the duration of the segment's
investment portfolios. The following tables present summarized financial
information concerning the Company's segments.
13
Investment Individual Group
SEPTEMBER 30, 2002 Products Life Benefits COLI Other Total
- ------------------------------------------------------------------------------------------------------
THIRD QUARTER ENDED
Total revenues $ 637 $ 239 $ 645 $ 145 $ (125) $ 1,541
Net income (loss) 100 33 34 10 (16) 161
NINE MONTHS ENDED
Total revenues $ 1,946 $ 720 $ 1,943 $ 451 $ (252) $ 4,808
Net income (loss) 335 99 92 20 (114) 432
- ------------------------------------------------------------------------------------------------------
Investment Individual Group
SEPTEMBER 30, 2001 Products Life Benefits COLI Other Total
- ------------------------------------------------------------------------------------------------------
THIRD QUARTER ENDED
Total revenues $ 622 $ 236 $ 617 $ 171 $ (41) $ 1,605
Net income 116 30 26 8 70 250
NINE MONTHS ENDED
Total revenues $ 1,869 $ 639 $ 1,871 $ 536 $ (25) $ 4,890
Net income 344 86 76 27 17 550
- ------------------------------------------------------------------------------------------------------
14
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 Hartford Life, Inc. and
its subsidiaries ("Hartford Life" or the "Company") as of September 30, 2002,
compared with December 31, 2001, and its results of operations for the third
quarter and nine months ended September 30, 2002 compared with the equivalent
periods in 2001. This discussion should be read in conjunction with the MD&A
included in the Company's 2001 Form 10-K Annual Report.
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 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 Hartford
Life's control and have been 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 future
developments on Hartford Life will be those anticipated by management. Actual
results could differ materially from those expected by the Company, depending on
the outcome of certain factors. These factors include: the response of
reinsurance companies under reinsurance contracts, the impact of increasing
reinsurance rates, and the availability and adequacy of reinsurance to protect
the Company against losses; the possibility of more unfavorable loss experience
than anticipated; the possibility of general economic and business conditions
that are less favorable than anticipated; the effect of changes in interest
rates, the stock markets or other financial markets; stronger than anticipated
competitive activity; unfavorable legislative, regulatory or judicial
developments; the Company's ability to distribute its products through
distribution channels, both current and future; the uncertain effects of
emerging claim and coverage issues; the effect of assessments and other
surcharges for guaranty funds; a downgrade in the Company's claims-paying,
financial strength or credit ratings; the ability of the Company's subsidiaries
to pay dividends to the Company; and other factors described in such
forward-looking statements.
- --------------------------------------------------------------------------------
INDEX
- --------------------------------------------------------------------------------
Critical Accounting Policies 15
Consolidated Results of Operations - Operating Summary 17
Investment Products 19
Individual Life 19
Group Benefits 20
Corporate Owned Life Insurance (COLI) 21
Investments 21
Capital Markets Risk Management 22
Capital Resources and Liquidity 24
Regulatory Initiatives and Contingencies 26
Accounting Standards 26
- --------------------------------------------------------------------------------
CRITICAL ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The Company has identified the following policies as critical accounting
policies because they involve a higher degree of judgment. In applying these
policies, management makes subjective and complex judgments that frequently
require estimates about matters that are inherently uncertain. Although
variability is inherent in these estimates, management believes the amounts
provided are appropriate based upon the facts available at the time.
DEFERRED ACQUISITION COSTS
Policy acquisition costs, which include commissions and certain other expenses
that vary with and are primarily associated with acquiring business, are
deferred and amortized over the estimated lives of the contracts, usually 20
years.
Deferred policy acquisition costs ("DAC") related to investment contracts and
universal life-type contracts are deferred and amortized using the retrospective
deposit method. Under the retrospective deposit method, acquisition costs are
amortized in proportion to the present value of expected gross profits from
investment, mortality and expense margins and surrender charges. Actual gross
profits vary from management's estimates, resulting in increases or decreases in
the rate of amortization. Management periodically reviews these estimates and
evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
re-estimated and adjusted
15
by a cumulative charge or credit to income. The average long-term rate of
assumed investment yield used in estimating expected gross profits related to
variable annuity and variable life business was 9.0% at December 31, 2001, and
for all other products including fixed annuities and other universal life type
contracts, the average assumed investment yield ranged from 5.0% - 8.5%.
Deferred policy acquisition costs related to traditional policies are amortized
over the premium-paying period of the related policies in proportion to the
ratio of the present value of annual expected premium income to the present
value of total expected premium income. Adjustments are made each year to
recognize actual experience as compared to assumed experience for the current
period.
To date, our experience has generally been comparable to the assumptions used in
determining DAC amortization. However, if the Company was to experience a
material adverse deviation in certain critical assumptions, including surrender
rates, mortality experience, or investment performance, there could be a
negative effect on the Company's consolidated results of operations or financial
condition.
RESERVES
In accordance with applicable insurance regulations under which Hartford Life
operates, the Company's life insurance subsidiaries establish and carry as
liabilities actuarially determined reserves which are calculated to meet the
Company's future obligations. Reserves for life insurance and disability
contracts are based on actuarially recognized methods using prescribed morbidity
and mortality tables in general use in the United States, which are modified to
reflect the Company's actual experience when appropriate. These reserves are
computed at amounts that, with additions from estimated premiums to be received
and with interest on such reserves compounded annually at certain assumed rates,
are expected to be sufficient to meet the Company's policy obligations at their
maturities or in the event of an insured's death. Reserves also include unearned
premiums, premium deposits, claims incurred but not reported ("IBNR") and claims
reported but not yet paid. Reserves for assumed reinsurance are computed in a
manner that is comparable to direct insurance reserves.
The liability for policy benefits for universal life-type contracts and
interest-sensitive whole life policies is equal to the balance that accrues to
the benefit of policyholders, including credited interest, amounts that have
been assessed to compensate the Company for services to be performed over future
periods, and any amounts previously assessed against policyholders that are
refundable on termination of the contract. Certain contracts include provisions
whereby a guaranteed death benefit is provided in the event that the
contractholder's account value at death is below the guaranteed value. Although
the Company reinsures the majority of the death benefit guarantees associated
with its in-force block of business, declines in the equity market may increase
the Company's net exposure to death benefits under these contracts. The Company
records the death benefit costs, net of reinsurance, as they are incurred. For
investment contracts, policyholder liabilities are equal to the accumulated
policy account values, which consist of an accumulation of deposit payments plus
credited interest, less withdrawals and amounts assessed through the end of the
period. For the Company's group disability policies, the level of reserves is
based on a variety of factors including particular diagnoses, termination rates
and benefit levels.
The persistency of the Company's annuity and other interest-sensitive life
insurance reserves is enhanced by policy restrictions on the withdrawal of
funds. Withdrawals in excess of allowable penalty-free amounts are assessed a
surrender charge during a penalty period, which is usually at least seven years.
This surrender charge is initially a percentage of either the accumulation value
or considerations received, which varies by product, and generally decreases
gradually during the penalty period. Surrender charges are set at levels to
protect the Company from loss on early terminations and to reduce the likelihood
of policyholders terminating their policies during periods of increasing
interest rates, thereby lengthening the effective duration of policy liabilities
and improving the Company's ability to maintain profitability on such policies.
INVESTMENTS
The Company's investments in both fixed maturities, which include bonds,
redeemable preferred stock and commercial paper, and equity securities, which
include common and non-redeemable preferred stocks, are classified as "available
for sale" in accordance with Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity
Securities". Accordingly, these securities are carried at fair value with the
after-tax difference from amortized cost reflected in stockholders' equity as a
component of accumulated other comprehensive income. Policy loans are carried at
outstanding balance, which approximates fair value. Other invested assets
consist primarily of limited partnership investments that are accounted for by
the equity method, except in instances in which the Company's interest is so
minor that it exercises virtually no influence over operating and financial
policies. In such instances, the Company applies the cost method of accounting.
The Company's net income from partnerships is included in net investment income.
Other investments also include mortgage loans at amortized cost and derivatives
at fair value.
The Company's accounting policy for impairment recognition requires other than
temporary impairments charges to be recorded when it is determined that the
Company is unable to recover its cost basis in the investment. Impairment
charges on investments are included in net realized capital gains and losses.
Factors considered in evaluating whether a decline in value is other than
temporary include: (a) the length of time and the extent to which the fair value
has been less than cost, (b) the financial condition and near-term prospects of
the issuer, and (c) the intent and ability of the Company to retain the
investment for a period of time sufficient to allow for any anticipated
16
recovery. In addition, for certain asset-backed and other securities, the
Company evaluates the future cash flows expected from the securitized assets in
determining whether a decline in fair value is other than temporary.
Furthermore, for securities expected to be sold, an other than temporary
impairment charge is recognized if the Company does not expect the fair value of
a security to recover to cost or amortized cost prior to the expected date of
sale. Once an impairment charge has been recorded, the Company then continues to
review the other than temporarily impaired securities for appropriate valuation
on an ongoing basis.
The Company utilizes a variety of derivative instruments, including swaps, caps,
floors, forwards and exchange traded futures and options, in order to achieve
one of four Company approved objectives: to hedge risk arising from interest
rate, price or currency exchange rate volatility; to manage liquidity; to
control transaction costs; or to enter into income enhancement and replication
transactions. When derivatives meet specific criteria, they may be designated as
hedges and accounted for as fair value or cash-flow hedges.
- --------------------------------------------------------------------------------
CONSOLIDATED RESULTS OF OPERATIONS: OPERATING SUMMARY
- --------------------------------------------------------------------------------
OPERATING SUMMARY THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-----------------------------------------------
2002 2001 2002 2001
- -----------------------------------------------------------------------------------------------------------------------
Revenues $ 1,541 $ 1,605 $ 4,808 $ 4,890
Expenses 1,380 1,355 4,376 4,314
Cumulative effect of accounting changes, net of tax [1] -- -- -- (26)
- -----------------------------------------------------------------------------------------------------------------------
NET INCOME [2], [3] 161 250 432 550
Less: Cumulative effect of accounting changes, net of tax [1] -- -- -- (26)
Net realized capital losses, after-tax (71) (32) (154) (43)
- -----------------------------------------------------------------------------------------------------------------------
OPERATING INCOME [2], [3] $ 232 $ 282 $ 586 $ 619
=======================================================================================================================
[1] For the nine months ended September 30, 2001 represents the cumulative
impact of the Company's adoption of Emerging Issues Task Force ("EITF")
Issue No. 99-20, "Recognition of Interest Income and Impairment on
Purchased and Retained Beneficial Interests in Securitized Financial
Assets" and SFAS No. 133, as amended, "Accounting for Derivative
Instruments and Hedging Activities".
[2] Includes $76 and $130 for the third quarter and nine months ended
September 30, 2002 and 2001, respectively, related to favorable tax items.
[3] Includes $20 of after-tax losses for the third quarter and nine months
ended September 30, 2001 related to September 11 and an $8 after-tax
benefit for the nine months ended September 30, 2002 due to favorable
development related to September 11. Additionally, for the nine months
ended September 30, 2002, includes $11 after-tax expense related to the
Bancorp litigation.
"Operating income" is defined as after-tax operational results excluding, as
applicable, net realized capital gains or losses, the cumulative effect of
accounting changes and certain other items. 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, operating income
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.
Hartford Life has the following reportable operating segments: Investment
Products, Individual Life, Group Benefits and COLI. In addition, the Company
includes in an "Other" category corporate items not directly allocable to any of
its reportable operating segments, principally interest expense, as well as its
international operations, which are primarily located in Japan and Latin
America.
On April 2, 2001, The Hartford Financial Services Group, Inc. ("The Hartford"),
through Hartford Life, acquired the U.S. individual life insurance, annuity and
mutual fund businesses of Fortis, Inc. (operating as Fortis Financial Group or
"Fortis"). (For further discussion, see "Fortis Acquisition" in the Capital
Resources and Liquidity section.)
Revenues decreased $64, or 4%, and $82, or 2%, for the third quarter and nine
months ended September 30, 2002, respectively, as compared to the equivalent
periods in 2001. The decreases were primarily driven by realized capital losses
of $118 and $253 for the third quarter and nine months ended September 30, 2002,
respectively, as compared to $50 and $67 for the equivalent periods in 2001.
(See the Investments section of the MD&A for further discussion of investment
results and related net realized capital losses.) In addition, COLI experienced
a decline in revenues as a result of the decrease in leveraged COLI account
values as compared to a year ago. However, the Company experienced revenue
growth across its other operating segments. Revenues related to the Investment
Products segment increased as a result of continued growth related to its
institutional investment product business, which more than offset the decline in
revenues within the Individual Annuity operation. The Individual Annuity
operation was impacted by lower assets under management due to the decline in
the equity markets. The Group Benefits segment continued to experience an
increase in revenues as a result of strong sales to new customers and solid
persistency within the in-force block of business. Additionally, Individual Life
revenues were higher as the result of the Fortis acquisition and increased life
insurance in-force for the nine months ended September 30, 2002.
17
Expenses increased $25, or 2%, for the third quarter ended September 30, 2002,
primarily due to a lower benefit recorded related to favorable resolution of
dividends-received deduction ("DRD")-related tax items as compared to the same
period in 2001. Expenses for the nine months ended September 30, 2002 increased
$62, or 1% as compared to the equivalent prior year period, which is primarily
driven by the Fortis acquisition and the Investment Products segment,
principally related to the growth in the institutional investment product
business and an increase in death benefits related to the individual annuity
operation, as a result of the lower equity markets. In addition, expenses for
the nine months ended September 30, 2002 include $11, after-tax, of accrued
expenses recorded within the COLI segment related to the Bancorp litigation.
(For a discussion of the Bancorp litigation, see "Item 1. Legal Proceedings".)
Also included in expenses for the nine months ended September 30, 2002 was an
after-tax benefit of $8, recorded within "Other," associated with favorable
development related to the Company's estimated September 11 exposure.
Operating income decreased $50, or 18%, and $33, or 5%, for the third quarter
and nine months ended September 30, 2002, respectively. Excluding the impact of
September 11 in the third quarter of 2001, operating income decreased $70, or
23%, for the third quarter ended September 30, 2002. For the nine months ended
September 30, 2002, the Company recognized an $8 after-tax benefit due to
favorable development related to September 11. Excluding the impact of September
11, operating income for the nine months ended September 30, 2002 decreased $61,
or 10%. For the third quarter and nine months ended September 30, 2002, Group
Benefits earnings increased $8, or 31%, and $16, or 21%, respectively. Excluding
the impact of September 11, Group Benefits earnings increased $6, or 21%, and
$14, or 18%, for the third quarter and nine months ended September 30, 2002,
respectively. The increases were principally driven by ongoing premium growth
and stable loss and expense ratios. Individual Life earnings increased $3, or
10%, and $13, or 15%, for the third quarter and nine months ended September 30,
2002 respectively. Excluding the impact of September 11, Individual Life's
earnings remained consistent and increased $10, or 11%, for the third quarter
and nine months ended September 30, 2002, respectively as the result of higher
fee income as the result of the Fortis acquisition. COLI earnings increased $2,
or 25%, for the third quarter due to lower death benefits, interest credited
expenses, and other insurance expenses, which more than offset the decline in
revenues discussed above. Excluding the impact of September 11, COLI's earnings
remained consistent for the third quarter ended September 30, 2002. For the nine
months ended September 30, 2002, COLI operating income decreased $7, or 26%.
Excluding the impact of September 11, COLI's earnings decreased $9, or 31%,
primarily the result of the charge associated with the Bancorp litigation.
Operating income for the Investment Products segment was down $16, or 14%, and
$9 or 3%, for the third quarter and nine months ended September 30, 2002,
respectively, as growth in the other investment products businesses,
particularly institutional investment products was more than offset by the
decline in revenues in the individual annuity operation, which was negatively
impacted by the lower equity markets.
Beginning in January 2003, The Hartford will adopt the fair-value recognition
provisions of accounting for employee stock options under SFAS No. 123,
"Accounting for Stock-Based Compensation". The Company believes the use of the
fair-value method to record employee stock-based compensation expense is
consistent with the Company's accounting for all other forms of compensation.
This method of accounting for stock options will be used for all awards granted
or modified after January 1, 2003. The Hartford currently applies the intrinsic
value-based provisions set forth in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees". SFAS No. 123 permits companies
either to use the fair-value method and recognize compensation expense upon the
issuance of stock options, thereby lowering earnings, or, alternatively, to
disclose the pro-forma impact of the issuance.
The FASB is conducting a fast-track project, which proposes three optional
transition methods for entities that decide to voluntarily adopt the fair value
recognition principles of SFAS No. 123 and modifies the disclosure requirements
of that Statement. Under the guidance contained in an exposure draft issued by
the FASB, entities would have the ability to select any one of the three
proposed transition methods. While The Hartford is committed to expensing the
fair value of its option grants, the ultimate transition method to be used by
The Hartford will be determined at the completion of the FASB project.
Upon adoption of the fair-value recognition provisions of accounting for
employee stock options under SFAS No. 123 by The Hartford, the Company will
expense its portion of the cost of stock options allocated by The Hartford.
SEGMENT RESULTS
Below is a summary of net income by segment.
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------------
2002 2001 2002 2001
- ----------------------------------------------------------------------------------
Investment Products $ 100 $ 116 $ 335 $ 344
Individual Life 33 30 99 86
Group Benefits 34 26 92 76
Corporate Owned Life Insurance (COLI) 10 8 20 27
Other (1), (2), (3), (4) (16) 70 (114) 17
- ----------------------------------------------------------------------------------
NET INCOME $ 161 $ 250 $ 432 $ 550
==================================================================================
(1) For the quarter ended September 30, 2001, represents the cumulative impact
of the Company's adoption of EITF Issue No. 99-20. For the nine months
ended September 30, 2001 represents the cumulative impact of the Company's
adoption of EITF Issue No. 99-20 and SFAS No. 133.
(2) For the third quarter and nine months ended September 30, 2002 include net
realized capital losses, after-tax, of $71 and $154, respectively. For the
third quarter and nine months ended September 30, 2001 include net
realized capital losses, after-tax of $32 and $43, respectively.
(3) Includes $76 and $130 for the third quarter and nine months ended
September 30, 2002 and 2001, respectively, related to favorable tax items.
(4) Includes $20 of after-tax losses for the third quarter and nine months
ended September 30, 2001 related to the September 11 Terrorist Attack, and
an $8 after-tax benefit for the nine months ended September 30, 2002 due
to favorable development related to the September 11, 2001 Terrorist
Attack. Additionally, for the nine months ended September 30, 2002,
includes $11 after-tax expense related to Bancorp Services, LLC
litigation.
18
The sections that follow analyze each segment's results. Investment results are
discussed separately following the segment overviews.
- -------------------------------------------------------------------------------
INVESTMENT PRODUCTS
- -------------------------------------------------------------------------------
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-----------------------------------------
2002 2001 2002 2001
- ----------------------------------------------------------------------------------------------------
Revenues $ 637 $ 622 $ 1,946 $ 1,869
Expenses 537 506 1,611 1,525
- ----------------------------------------------------------------------------------------------------
NET INCOME $ 100 $ 116 $ 335 $ 344
====================================================================================================
Individual variable annuity account values $ 59,618 $ 68,545
Other individual annuity account values 10,513 9,421
Other investment products account values 19,368 17,638
- ----------------------------------------------------------------------------------------------------
TOTAL ACCOUNT VALUES 89,499 95,604
Mutual fund assets under management 14,092 14,380
- ----------------------------------------------------------------------------------------------------
TOTAL INVESTMENT PRODUCTS ASSETS UNDER MANAGEMENT $103,591 $109,984
====================================================================================================
Revenues in the Investment Products segment increased $15, or 2%, and $77, or
4%, for the third quarter and nine months ended September 30, 2002,
respectively, primarily driven by growth in the institutional investment product
business, where related assets under management increased $1.2 billion, or 14%,
to $9.7 billion as of September 30, 2002 as compared to the equivalent period in
2001. The revenue increase described above was partially offset by lower fee
income related to the individual annuity operation as average account values
decreased from prior year levels, primarily due to the lower equity markets.
Expenses increased $31, or 6%, and $86, or 6%, for the third quarter and nine
months ended September 30, 2002, respectively, primarily driven by increases in
benefits and claim expenses and operating expenses as a result of the growth in
the institutional investment products business and an increase in the death
benefit costs incurred by the individual annuity operation, as a direct result
of the lower equity markets. Partially offsetting these increases were decreases
in amortization of policy acquisition costs related to the individual annuity
business, which declined as a result of lower estimated gross profits, driven by
the decrease in fee income and the increase in death benefit costs.
Net income decreased $16, or 14%, and $9, or 3%, for the third quarter and nine
months ended September 30, 2002, respectively. The growth in revenues was
related to other investment products, particularly the institutional investment
product business. This growth was almost completely offset by the decline in
revenues in the individual annuity operation, which was negatively impacted by
the lower equity markets. Additionally, increases in the death benefit costs
incurred by the individual annuity operation as the result of the lower equity
markets contributed to the decreased earnings as compared to the equivalent
period in 2001. For discussion of the potential future financial statement
impact of continued declines in the equity market on the Investment Products
segment, see the Capital Markets Risk Management section under "Market Risk").
- -------------------------------------------------------------------------------
INDIVIDUAL LIFE
- -------------------------------------------------------------------------------
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-----------------------------------------
2002 2001 2002 2001
- ----------------------------------------------------------------------------------------------------
Revenues $ 239 $ 236 $ 720 $ 639
Expenses 206 206 621 553
- ----------------------------------------------------------------------------------------------------
NET INCOME $ 33 $ 30 $ 99 $ 86
====================================================================================================
Variable life account values $ 3,458 $ 3,460
Total account values $ 7,360 $ 7,322
- ----------------------------------------------------------------------------------------------------
Variable life insurance in force $ 65,797 $ 59,466
Total life insurance in force $125,138 $118,510
====================================================================================================
Revenues in the Individual Life segment increased $3, or 1%, and $81, or 13%,
for the third quarter and nine months ended September 30, 2002, respectively.
For the third quarter, the revenue growth was primarily driven by an increase in
fee income as the result of an increase in life insurance in-force of $6.6
billion, or 6%, as of September 30, 2002 as compared to the equivalent period in
the prior year. The revenue growth related to the nine months ended September
30, 2002 was attributed to higher fee income and investment income related to
the Fortis transaction.
19
Expenses for the nine months ended September 30, 2002 increased $68, or 12%,
compared with the nine months ended September 30, 2001, principally driven by
the growth in the business resulting from the Fortis acquisition. In addition,
mortality experience (expressed as death claims as a percentage of net amount at
risk) for the nine months ended September 30, 2002 was higher than the
comparable prior year period primarily due to a higher than expected occurrence
of large claims during the first quarter of 2002.
Net income increased $3, or 10%, and $13, or 15%, for the third quarter and nine
months ended September 30, 2002, respectively. Individual Life incurred an
after-tax charge of $3 related to the September 11 Terrorist Attack in the third
quarter of 2001. Excluding this charge, Individual Life's earnings remained
consistent for the third quarter of 2002 and increased $10, or 11%, for the nine
months ended September 30, 2002. The increase for the nine months ended
September 30, 2002 was due to the contribution to earnings from the Fortis
transaction, which more than offset the unfavorable mortality experience.
- --------------------------------------------------------------------------------
GROUP BENEFITS
- --------------------------------------------------------------------------------
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-----------------------------------------
2002 2001 2002 2001
- --------------------------------------------------------------------------------
Revenues $ 645 $ 617 $ 1,943 $ 1,871
Expenses 611 591 1,851 1,795
- --------------------------------------------------------------------------------
NET INCOME $ 34 $ 26 $ 92 $ 76
================================================================================
Revenues in the Group Benefits segment increased $28, or 5%, and $72, or 4%, and
excluding buyouts, increased $22, or 4%, and $126, or 7%, for the third quarter
and nine months ended September 30, 2002, respectively. These increases were
driven by growth in fully insured ongoing premiums, which increased $63, or 12%,
and $248, or 17%, for the third quarter and nine months ended September 30,
2002, respectively. The growth in premium revenues was due to steady persistency
and pricing actions on the in-force block of business and strong sales to new
customers. Offsetting these increases were decreases in military Medicare
supplement premiums of $43 and $127 for the third quarter and nine months ended
September 30, 2002, respectively, resulting from federal legislation effective
in the fourth quarter of 2001. This legislation provides retired military
officers age 65 and older with full medical insurance paid for by the
government, eliminating the need for Medicare supplement insurance.
Additionally, premium revenues for the nine months ended September 30, 2002 were
offset by a $54 decrease in total buyouts. Fully insured ongoing sales for the
nine months ended September 30, 2002 were $532, an increase of $108, or 25%, as
compared to the equivalent prior year period.
Expenses increased $20, or 3%, and $56, or 3%, and excluding buyouts, increased
$14, or 2%, and $110, or 6%, for the third quarter and nine months ended
September 30, 2002, respectively. The increase in expenses is consistent with
the growth in revenues described above. Benefits and claims expenses, excluding
buyouts, increased $10, or 2%, and $80, or 6%, for the third quarter and nine
months ended September 30, 2002, respectively. The segment's loss ratio (defined
as benefits and claims as a percentage of premiums and other considerations
excluding buyouts) was approximately 81% and 82% for third quarter and nine
months ended September 30, 2002, respectively, down slightly from 82% and 83%
for the third quarter and nine months ended September 30, 2001, respectively.
Other insurance expenses increased $2, or 2%, and $27, or 7%, for the third
quarter and nine months ended September 30, 2002, respectively due to the
revenue growth previously described and continued investments in the business.
The segment's expense ratio (defined as insurance expenses as a percentage of
premiums and other considerations excluding buyouts) was approximately 23% for
both the third quarter and nine months ended September 30, 2002, respectively,
and essentially consistent with the prior year periods.
Net income increased $8, or 31%, and $16, or 21%, for the third quarter and nine
months ended September 30, 2002, respectively. Group Benefits incurred an
after-tax charge of $2 related to the September 11 Terrorist Attack in the third
quarter of 2001. Excluding this charge, Group Benefit's earnings increased $6,
or 21%, and $14, or 18%, for the third quarter and nine months ended September
30, 2002, respectively, due to the increase in premium revenue and the continued
focus on maintaining loss costs and other expenses as described above.
20
- --------------------------------------------------------------------------------
CORPORATE OWNED LIFE INSURANCE (COLI)
- --------------------------------------------------------------------------------
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------------
2002 2001 2002 2001
- --------------------------------------------------------------------------------
Revenues $ 145 $ 171 $ 451 $ 536
Expenses 135 163 431 509
- --------------------------------------------------------------------------------
NET INCOME $ 10 $ 8 $ 20 $ 27
================================================================================
Variable COLI account values $ 19,298 $ 16,915
Leveraged COLI account values 3,601 4,835
- --------------------------------------------------------------------------------
TOTAL ACCOUNT VALUES $ 22,899 $ 21,750
================================================================================
COLI revenues decreased $26, or 15%, and $85, or 16%, for the third quarter and
nine months ended September 30, 2002, respectively, primarily related to lower
net investment and fee income related to the declining block of leveraged COLI,
where related account values declined by $1.2 billion, or 26%. Net investment
income decreased $21, or 24%, and $59, or 22%, for the third quarter and nine
months ended September 30, 2002, respectively, while fee income decreased $5, or
6%, and $25, or 10%, over the comparable prior year periods.
Expenses decreased $28, or 17%, and $78, or 15%, for the third quarter and nine
months ended September 30, 2002, respectively, consistent with the decrease in
revenues described above. However, the decrease for the nine months ended
September 30, 2002 was partially offset by $11, after-tax, in accrued litigation
expenses related to the Bancorp dispute. (For a discussion of the Bancorp
litigation, see "Item 1. Legal Proceedings".)
Net income in the third quarter increased $2, or 25%, compared to prior year.
COLI incurred an after-tax charge of $2 related to the September 11 Terrorist
Attack in the third quarter of 2001. Excluding this charge, COLI's earnings
remained consistent for the third quarter ended September 30, 2002, as the
decrease in benefits and claims expenses and other insurance expenses offset the
decrease in revenues discussed above. Net income decreased $7, or 26%, for the
nine months ended September 30, 2002. Excluding the impact of the September 11
Terrorist Attack, COLI's earnings decreased $9, or 31%, principally due to the
$11, after-tax expense accrued in connection with the Bancorp litigation.
- --------------------------------------------------------------------------------
INVESTMENTS
- --------------------------------------------------------------------------------
Invested assets, excluding separate account assets, totaled $33.3 billion as of
September 30, 2002 and were comprised of $28.5 billion of fixed maturities, $3.0
billion of policy loans, equity securities of $374 and other investments of $1.4
billion. As of December 31, 2001, general account invested assets totaled $28.4
billion and were comprised of $23.3 billion of fixed maturities, $3.3 billion of
policy loans, equity securities of $428 and other investments of $1.3 billion.
Policy loans are secured by the cash value of the underlying life insurance
policy and do not mature in a conventional sense, but expire in conjunction with
the related policy liabilities.
Invested assets increased by $4.9 billion. The increase was primarily due to an
increase in fixed maturities as a result of increased institutional and retail
operating cash flows, transfers into general account Fixed Accumulation Feature
of the variable annuity accounts, and an increase in fair value due to lower
interest rate environment.
21
The following table identifies fixed maturities by type held in the Company's
general account as of September 30, 2002 and December 31, 2001.
SEPTEMBER 30, 2002 DECEMBER 31, 2001
-------------------------------------------
FIXED MATURITIES BY TYPE FAIR VALUE PERCENT FAIR VALUE PERCENT
- ----------------------------------------------------------------------------------------------
Corporate $ 13,713 48.1% $ 11,419 49.0%
Commercial mortgage-backed securities (CMBS) 4,073 14.3% 3,029 13.0%
Asset-backed securities (ABS) 3,873 13.6% 3,427 14.7%
Municipal - tax-exempt 2,021 7.1% 1,565 6.7%
Mortgage-backed securities (MBS) - agency 1,713 6.0% 981 4.2%
Collateralized mortgage obligations (CMO) 816 2.8% 767 3.3%
Government/Government agencies - Foreign 524 1.8% 390 1.7%
Government/Government agencies - United States 262 0.9% 374 1.6%
Municipal - taxable 31 0.1% 47 0.2%
Short-term 1,479 5.2% 1,245 5.3%
Redeemable preferred stock 34 0.1% 57 0.3%
- ----------------------------------------------------------------------------------------------
TOTAL FIXED MATURITIES $ 28,539 100.0% $ 23,301 100.0%
- ----------------------------------------------------------------------------------------------
INVESTMENT RESULTS
The table below summarizes Hartford Life's investment results.
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------------------
(Before-tax) 2002 2001 2002 2001
- ---------------------------------------------------------------------------------------------------------
Net investment income - excluding policy loan income $ 401 $ 368 $ 1,164 $ 1,085
Policy loan income 61 79 196 235
- ---------------------------------------------------------------------------------------------------------
Net investment income - total $ 462 $ 447 $ 1,360 $ 1,320
- ---------------------------------------------------------------------------------------------------------
Yield on average invested assets (1) 6.0% 6.7% 6.1% 7.0%
- ---------------------------------------------------------------------------------------------------------
Net realized capital losses $ (118) $ (50) $ (253) $ (67)
- ---------------------------------------------------------------------------------------------------------
(1) Represents annualized net investment income (excluding net realized capital
gains or losses) divided by average invested assets at cost (fixed
maturities at amortized cost).
For the third quarter and nine months ended September 30, 2002, net investment
income, excluding policy loans, increased $33, or 9%, and $79, or 7%,
respectively, compared to the respective prior year periods. The increase was
primarily due to income earned on a higher invested asset base partially offset
by lower investment yields. Invested assets increased 19% from September 30,
2001 primarily due to operating cash flows. Yields on average invested assets
decreased as a result of lower rates on new investment purchases and decreased
policy loan income.
Net realized capital losses for the third quarter and nine months ended
September 30, 2002 increased $68 and $186, compared to the respective prior year
periods. Included in the third quarter and nine months ended September 30, 2002
were write-downs for other than temporary impairments on fixed maturities of
$118 and $277, respectively. Also included in the third quarter ended September
30, 2002 were write-downs for other than temporary impairments on equity
securities of $14.
- --------------------------------------------------------------------------------
CAPITAL MARKETS RISK MANAGEMENT
- --------------------------------------------------------------------------------
The Company 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 Hartford Life's
operations. Derivative instruments are utilized in compliance with established
Company policy and regulatory requirements and are monitored internally and
reviewed by senior management.
Hartford Life 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.
22
Please refer to the Capital Markets Risk Management section of the MD&A in
Hartford Life's 2001 Form 10-K Annual Report for further discussion, including a
description of the Company's objectives, policies and strategies.
CREDIT RISK
The Company invests primarily in securities which are 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 at regular intervals. The Company is not exposed to any
credit concentration risk of a single issuer greater than 10% of the Company's
stockholders' equity.
As of September 30, 2002 and December 31, 2001, over 95% and 96%, respectively,
of the fixed maturity portfolio was invested in securities rated investment
grade. While the overall credit quality of the fixed maturity portfolio has
remained essentially unchanged, the percentages of BB & below holdings have
increased due to downgraded credit ratings primarily in public corporate bonds.
MARKET RISK
Hartford Life 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.
Equity Markets
Hartford Life's operations are significantly influenced by changes in the equity
markets. The Company's profitability depends largely on the amount of assets
under management, which is primarily driven by the level of sales, equity market
appreciation and depreciation, and the persistency of the in-force block of
business. A prolonged and precipitous decline in the equity markets, as has been
experienced of late, can have a significant impact on the Company's operations,
as sales of variable products may decline and surrender activity may increase as
customer sentiment towards the equity market turns negative. The lower assets
under management will have a negative impact on the Company's financial results,
primarily due to lower fee income related to the Investment Products and
Individual Life segments, where a heavy concentration of equity linked products
are administered and sold. Furthermore, the Company may experience a reduction
in profit margins if a significant portion of the assets held in the variable
annuity separate accounts move to the general account and the Company is unable
to earn an acceptable investment spread, particularly in light of the low
interest rate environment and the presence of contractually guaranteed minimum
interest credited rates, which for the most part are at a 3% rate. For further
discussion of the Company's exposure to interest rate risk, please refer to the
Capital Markets Risk Management section of the MD&A in Hartford Life's 2001 Form
10-K Annual Report.
In addition, prolonged declines in the equity market may also decrease the
Company's expectations of future gross profits, which are utilized to determine
the amount of DAC to be amortized in a given financial statement period. A
significant decrease in the Company's expected gross profits would require the
Company to accelerate the amount of DAC amortization in a given period,
potentially causing a material adverse deviation in that period's net income.
Although an acceleration of DAC amortization would have a negative impact on the
Company's earnings, it would not affect the Company's cash flow or liquidity
position.
Additionally, the Investment Products segment sells variable annuity contracts
that offer various guaranteed death benefits. For certain guaranteed death
benefits, the Company pays the greater of (1) the account value at death; (2)
the sum of all premium payments less prior withdrawals; or (3) the maximum
anniversary value of the contract, plus any premium payments since the contract
anniversary, minus any withdrawals following the contract anniversary. Hartford
Life currently reinsures a significant portion of these death benefit guarantees
associated with its in-force block of business. The Company currently records
the death benefit costs, net of reinsurance, as they are incurred. Declines in
the equity market may increase the Company's net exposure to death benefits
under these contracts.
The Company's total gross exposure (i.e. before reinsurance) to these guaranteed
death benefits as of September 30, 2002 is $25.9 billion. Due to the fact that
81% of this amount is reinsured, the Company's net exposure is $4.9 billion.
This amount is often referred to as the net amount at risk. However, the Company
will only incur these guaranteed death benefit payments in the future if the
policyholder has an in-the-money guaranteed death benefit at their time of
death. In order to analyze the total costs that the Company may incur in the
future related to these guaranteed death benefits, the Company performed an
actuarial present value analysis. This analysis included developing a model
utilizing 250 stochastically generated investment performance scenarios and best
estimate assumptions related to mortality and lapse rates. A range of projected
costs was developed and discounted back to the statement date utilizing the
Company's cost of capital, which for this purpose was assumed to be 9.25%. Based
on this analysis, the Company estimated that the present value of the retained
death benefit costs to be incurred in the future fell within a range of $91 to
$378. This range was calculated utilizing a 95% confidence interval. The median
of the 250 stochastically generated scenarios was $184.
23
Furthermore, the Company is involved in arbitration with one of its primary
reinsurers relating to policies with such death benefit guarantees written from
1994 to 1999. The arbitration involves alleged breaches under the reinsurance
treaties. Although the Company believes that its position in this pending
arbitration is strong, an adverse outcome could result in a decrease to the
Company's statutory surplus and capital and potentially increase the death
benefit costs incurred by the Company in the future. The arbitration hearing
began in October 2002.
Derivative Instruments
The Company utilizes a variety of derivative instruments, including swaps, caps,
floors, forwards and exchange traded futures and options, in compliance with
Company policy and regulatory requirements in order to achieve one of four
Company-approved risk management strategies: to hedge risk arising from interest
rate, price or currency exchange rate volatility; to manage liquidity; to
control transaction costs; or to enter into income enhancement and replication
transactions. The Company does not make a market or trade derivatives for the
express purpose of earning trading profits. (For further discussion on The
Company's use of derivative instruments, refer to Note 4 of Notes to
Consolidated Financial Statements.)
- --------------------------------------------------------------------------------
CAPITAL RESOURCES AND LIQUIDITY
- --------------------------------------------------------------------------------
Capital resources and liquidity represent the overall financial strength of
Hartford Life and its ability to generate 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 $1.7
billion and $1.4 billion as of September 30, 2002 and December 31, 2001,
respectively.
The capital structure of the Company consists of debt and equity, and is
summarized as follows:
SEPTEMBER 30, 2002 DECEMBER 31, 2001
- ----------------------------------------------------------------------------------------------------------------------
Long-term debt $ 1,050 $ 1,050
Company obligated mandatorily redeemable preferred securities of subsidiary
trust holding solely parent junior subordinated debentures (TruPS) 450 450
- ----------------------------------------------------------------------------------------------------------------------
TOTAL DEBT $ 1,500 $ 1,500
- ----------------------------------------------------------------------------------------------------------------------
Equity excluding unrealized gain on securities and other, net of tax (1) $ 4,762 $ 4,385
Unrealized gain on securities and other, net of tax (1) 875 225
- ----------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY $ 5,637 $ 4,610
- ----------------------------------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION (2) $ 7,137 $ 5,885
- ----------------------------------------------------------------------------------------------------------------------
Debt to equity (2) (3) 31% 34%
Debt to capitalization (2) (3) 21% 25%
- ----------------------------------------------------------------------------------------------------------------------
(1) Other represents the net gain on cash-flow hedging instruments as a result
of the Company's adoption of SFAS No. 133.
(2) Excludes unrealized gain on securities and other, net of tax.
(3) Excluding TruPS, the debt to equity ratios were 22% and 24% as of September
30, 2002 and December 31, 2001, respectively, and the debt to
capitalization ratios were 15% and 18% as of September 30, 2002 and
December 31, 2001.
CAPITALIZATION
The Company's total capitalization, excluding unrealized gain on securities and
other, net of tax, increased $1.3 billion, or 21%, as of September 30, 2002, as
compared to December 31, 2001. This increase was primarily the result of
earnings and change in unrealized gain on securities, partially offset by
dividends declared.
DEBT
On March 1, 2001, the Company issued and sold $400 of senior debt securities
from its existing shelf registration to partially fund the Fortis acquisition.
(For a further discussion of the debt, see Note 5 of Notes to Consolidated
Financial Statements.)
COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF SUBSIDIARY
TRUST HOLDING SOLELY PARENT JUNIOR SUBORDINATED DEBENTURES
On March 6, 2001, the Company issued and sold $200 of trust preferred securities
from its existing shelf registration to partially fund the Fortis acquisition.
(For a further discussion of the company obligated mandatorily redeemable
preferred securities of subsidiary trusts holding solely junior subordinated
debentures, see Note 8 of Notes to Consolidated Financial Statements.)
24
DIVIDENDS
The Company declared $50 in dividends for the nine months ended September 30,
2002 to Hartford Fire Insurance Company. Future dividend decisions will be based
on, and affected by, a number of factors, including the operating results and
financial requirements of the Company on a stand-alone basis and the impact of
regulatory restrictions.
The Company's direct regulated life insurance subsidiary, Hartford Life and
Accident Insurance Company, declared dividends of $98 for the nine months ended
September 30, 2002.
RATINGS
The following table summarizes Hartford Life's significant United States member
companies' financial ratings from the major independent rating organizations as
of November 4, 2002:
STANDARD &
A.M. BEST FITCH (1) MOODY'S POOR'S
- -------------------------------------------------------------------------------------------
INSURANCE RATINGS
Hartford Life Insurance Company A+ AA Aa3 AA
Hartford Life and Accident A+ AA Aa3 AA
Hartford Life and Annuity A+ AA Aa3 AA
- -------------------------------------------------------------------------------------------
OTHER RATINGS
Hartford Life, Inc.
Senior debt a+ A A2 A
Commercial paper -- F1 P-1 A-1
Hartford Life Capital I (2)
Trust preferred securities a- A- A3 BBB+
- -------------------------------------------------------------------------------------------
(1) Formerly Duff & Phelps
(2) A.M. Best ratings were adjusted to reflect the integration of A.M. Best's
debt and preferred stock scales.
Ratings are an important factor in establishing the competitive position in the
insurance and financial services marketplace. There can be no assurance that the
Company's ratings will continue for any given period of time or that they will
not be changed. In the event that the Company's ratings are downgraded, the
level of sales or the persistency of the Company's block of in-force business
may be adversely impacted.
On September 19, 2002, Fitch Ratings lowered the ratings of the Hartford Life
Group as part of a comprehensive industry review of all North American life
insurance company ratings. For the Hartford Life Group, Fitch stated the rating
action was driven primarily by Fitch's opinion that most of the very strong,
publicly owned insurance organizations are more appropriately rated in the `AA'
rating category. Fitch also changed its view on the variable annuity business
and stated that it believes that the associated risks, mainly variable earnings,
are greater than previously considered.
On October 16, 2002, Standard & Poor's placed its ratings on The Hartford
Financial Services Group, Inc. and related entities on credit watch with
negative implications, reflecting concerns over the recent downturn in the
equity markets and the increasingly competitive environment for spread-based and
equity-linked retirement and savings products. In terms of possible outcomes,
Standard & Poor's stated it does not expect any downgrade to exceed one notch.
The recent decline in the equity markets (see the Capital Markets Risk
Management section under "Equity Markets" for further discussion) and the
difficult investment credit cycle (see the Capital Markets Risk Management
section under "Credit Risk" for further discussion) have put significant
pressure on the Company's statutory capital and surplus, which was $2.7 billion
as of September 30, 2002, a $325 or 11% decrease from December 31, 2001.
Given the decline in capital and surplus, the Company may require additional
capital in order to maintain its current insurance ratings. The Company's parent
increased its capitalization by $649 in the third quarter of 2002, through the
issuance of $330 in common stock and $319 in equity units. The Hartford
contributed $350 of the proceeds to its property and casualty insurance
subsidiaries, while the balance has been held for general corporate purposes,
which may include additional capital contributions to its insurance
subsidiaries.
25
CASH FLOWS
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
2002 2001
- --------------------------------------------------------------------------------
Cash provided by operating activities $ 881 $ 534
Cash used for investing activities (3,694) (3,695)
Cash provided by financing activities 2,835 3,195
Cash - end of period 194 139
- --------------------------------------------------------------------------------
The increase in cash provided by operating activities was primarily the result
of the timing of the settlement of receivables and payables, primarily accrued
taxes in the first nine months of 2002. The decrease in cash provided by
financing activities primarily relates to proceeds received by the Company to
finance the Fortis acquisition in the first quarter of 2001. Operating cash
flows in both periods have been more than adequate to meet liquidity
requirements.
EQUITY MARKETS
For a discussion of the equity markets impact to capital and liquidity, see the
Capital Markets Risk Management under "Market Risk".
FORTIS ACQUISITION
On April 2, 2001, The Hartford acquired the U.S. individual life insurance,
annuity and mutual fund businesses of Fortis for $1.12 billion in cash. The
Company affected the acquisition through several reinsurance agreements with
subsidiaries of Fortis and the purchase of 100% of the stock of Fortis Advisers,
Inc. and Fortis Investors, Inc., wholly-owned subsidiaries of Fortis. The
acquisition was recorded as a purchase transaction.
The Company financed the acquisition through (1) a capital contribution from The
Hartford of $615 from its February 16, 2001 offering of common stock, (2) net
proceeds from the March 1, 2001 issuance of $400 of senior debt securities under
the Company's shelf registration and (3) net proceeds from the March 6, 2001
issuance of $200 of trust preferred securities under the Company's shelf
registration.
- --------------------------------------------------------------------------------
REGULATORY INITIATIVES AND CONTINGENCIES
- --------------------------------------------------------------------------------
NAIC CODIFICATION
The NAIC adopted the Codification of Statutory Accounting Principles
(Codification) in March 1998. The effective date for the statutory accounting
guidance was January 1, 2001. Each of Hartford Life's domiciliary states has
adopted Codification, and the Company has made the necessary changes in its
statutory accounting and reporting required for implementation. The overall
impact of applying the new guidance resulted in a one-time statutory cumulative
transition benefit of $74 in statutory surplus for the Company.
DEPENDENCE ON CERTAIN THIRD PARTY RELATIONSHIPS
Hartford Life distributes its annuity and life insurance products through a
variety of distribution channels, including broker-dealers, banks, wholesalers,
its own internal sales force and other third party marketing organizations. The
Company periodically negotiates provisions and renewals of these relationships
and there can be no assurance that such terms will remain acceptable to the
Company or such 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.
- --------------------------------------------------------------------------------
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.
26
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
The Company's principal executive officer and its principal financial officer,
based on their evaluation of the Company's disclosure controls and procedures
(as defined in Exchange Act Rule 13a-14(c)) as of a date within 90 days prior to
the filing of this Quarterly Report on Form 10-Q, have concluded that the
Company's disclosure controls and procedures are adequate and effective for the
purposes set forth in the definition thereof in Exchange Act Rule 13a-14(c).
Changes in internal controls.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect the Company's internal controls
subsequent to the date of their evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Hartford Life is involved in various legal actions, in the normal course of its
business, in which claims for alleged economic and punitive damages have been or
may be asserted. Some of the pending litigation has been filed as purported
class actions and some actions have been filed in certain jurisdictions that
permit punitive damage awards that are disproportionate to the actual damages
incurred. Although there can be no assurances, at the present time, the Company
does not anticipate that the ultimate liability arising from potential, pending
or threatened legal actions, after consideration of provisions made for
estimated losses and costs of defense, will have a material adverse effect on
the financial condition, results of operations or cash flows of the Company.
On March 15, 2002, a jury in the U.S. District Court for the Eastern District of
Missouri issued a verdict in Bancorp Services, LLC ("Bancorp") v. Hartford Life
Insurance Company ("HLIC"), et al. in favor of Bancorp in the amount of $118.
The case involved claims of patent infringement, misappropriation of trade
secrets, and breach of contract against HLIC and its affiliate International
Corporate Marketing Group, Inc. ("ICMG"). The judge dismissed the patent
infringement claim on summary judgment. The jury's award was based on the last
two claims. On August 28, 2002, the Court entered an order awarding Bancorp
prejudgment interest on the breach of contract claim in the amount of $16.
HLIC and ICMG have moved the district court for, among other things, judgment as
a matter of law or a new trial, and intend to appeal the judgment if the
district court does not set it aside or substantially reduce it. In either
event, the Company's management, based on the opinion of its legal advisors,
believes that there is a substantial likelihood that the jury award will not
survive at its current amount. Based on the advice of legal counsel regarding
the potential outcome of this litigation, the Company recorded an $11 after-tax
charge in the first quarter of 2002 to increase litigation reserves associated
with this matter. Should HLIC and ICMG not succeed in eliminating or reducing
the judgment, a significant additional expense would be recorded in the future
related to this matter.
The Company is involved in arbitration with one of its primary reinsurers
relating to policies with death benefit guarantees written from 1994 to 1999.
The arbitration involves alleged breaches under the reinsurance treaties.
Although the Company believes that its position in this pending arbitration is
strong, an adverse outcome could result in a decrease to the Company's statutory
surplus and capital and potentially increase the death benefit costs incurred by
the Company in the future. The arbitration hearing began in October 2002.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - None.
(b) Reports on Form 8-K:
The Company filed a Form 8-K Current Report on August 13, 2002, Item 7,
Financial Statements, Pro Forma Financial Information and Exhibits, and Item 9,
Regulation FD Disclosure, to report the filing of the certification of Thomas M.
Marra, President and Chief Operating Officer of the Company, which accompanied
the Company's Form 10-Q for the quarterly period ended June 30, 2002, pursuant
to 18 United States Code section 1350, as enacted by section 906 of the
Sarbanes-Oxley Act of 2002; and to report the filing of the certification of
David T. Foy, Senior Vice President and Chief Financial Officer of the Company,
which accompanied the Company's Form 10-Q for the quarterly period ended June
30, 2002, pursuant to 18 United States Code Section 1350, as enacted by Section
906 of the Sarbanes-Oxley Act of 2002.
27
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.
/s/ Mary Jane B. Fortin
--------------------------------------------------
Mary Jane B. Fortin
Senior Vice President and Chief Accounting Officer
NOVEMBER 14, 2002
28
CERTIFICATIONS
I, Thomas M. Marra, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hartford Life, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 14, 2002
By: /s/ Thomas M. Marra
-------------------------------------
Thomas M. Marra
President and Chief Operating Officer
(Signature and Title)
29
I, David T. Foy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hartford Life, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 14, 2002
By: David T. Foy
--------------------------------------
David T. Foy
Senior Vice President and Chief Financial Officer
(Signature and Title)
30