<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

[ X ] AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
                               --------------
                                       or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_____________ to________________

                         Commission file number: 1-13654
                                               ---------

                        LIBERTY FINANCIAL COMPANIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                  Massachusetts
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   04-3260640
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                   600 Atlantic Avenue, Boston, Massachusetts
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                   02210-2214
--------------------------------------------------------------------------------
                                   (Zip Code)

                                 (617) 722-6000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     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. [ X ] Yes [ ] No

   There were 47,836,851 shares of the registrant's Common Stock, $.01 par
value, and 323,912 shares of the registrant's Series A Convertible Preferred
Stock, $.01 par value, outstanding as of April 30, 2000.


Exhibit Index - Page 23                                             Page 1 of 25


<PAGE>


                              EXPLANATORY STATEMENT
                              ---------------------



     This Form 10-Q/A restates the Company's Form 10-Q originally filed on May
12, 2000 to reflect the after-tax net change in unrealized and undistributed
gains in private equity limited partnerships. The net increase in net income and
net income per share was $9.7 million and $0.20 per share, respectively, and is
described in Note 6 of the Notes to Consolidated Financial Statements.



                                       2
<PAGE>


                        LIBERTY FINANCIAL COMPANIES, INC.
         QUARTERLY REPORT ON FORM 10-Q/A FOR PERIOD ENDED MARCH 31, 2000



<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------

                                                                                                           PAGE
<S>                                                                                                      <C>
PART I.            FINANCIAL INFORMATION


Item 1.            Financial Statements

                   Consolidated Balance Sheets as of March 31, 2000 and December 31,
                      1999                                                                                  4

                   Consolidated Income Statements for the Three Months Ended March 31, 2000
                      and 1999                                                                              5

                   Consolidated Statements of Cash Flows for the Three Months Ended
                      March 31, 2000 and 1999                                                               6

                   Consolidated Statement of Stockholders' Equity for the Three Months Ended
                      March 31, 2000                                                                        7

                   Notes to Consolidated Financial Statements                                               8

Item 2.            Management's Discussion and Analysis of Financial Condition and Results of
                      Operations                                                                           12

Item 3.            Quantitative and Qualitative Disclosures About Market Risk                              21

PART II.           OTHER INFORMATION

Item 6.            Exhibits and Reports on Form 8-K                                                        21

Signatures                                                                                                 22

Exhibit Index                                                                                              23
</TABLE>


                                       3
<PAGE>

                        LIBERTY FINANCIAL COMPANIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                  (IN MILLIONS)

<TABLE>
<CAPTION>

                                                                           MARCH 31              DECEMBER 31
                                                                            2000                    1999
                                                                     -----------------      -----------------
                                                                        UNAUDITED
                                                                        (RESTATED)
                                     ASSETS

<S>                                                                        <C>                    <C>
Assets:
   Investments                                                             $12,211.0              $12,195.1
   Cash and cash equivalents                                                 1,603.5                1,232.6
   Accrued investment income                                                   164.1                  162.0
   Deferred policy acquisition costs                                           681.4                  739.2
   Deferred distribution costs                                                 157.0                  153.7
   Intangible assets                                                           277.8                  282.0
   Other assets                                                                483.2                  244.8
   Separate account assets                                                   3,626.6                3,363.1
                                                                     -----------------      -----------------
                                                                           $19,204.6              $18,372.5
                                                                     =================      =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Policyholder balances                                                   $12,071.4              $12,109.6
   Notes payable                                                               562.0                  552.0
   Payable for investments purchased and loaned                              1,279.9                  754.9
   Other liabilities                                                           466.2                  453.1
   Separate account liabilities                                              3,588.5                3,301.0
                                                                     -----------------      -----------------
      Total liabilities                                                     17,968.0               17,170.6
                                                                     -----------------      -----------------

Series A redeemable convertible preferred stock, par value $.01;
   authorized, issued and outstanding 324,759 shares in 2000 and
   1999                                                                         16.2                   16.0
                                                                     -----------------      -----------------

Stockholders' Equity:
   Common stock, par value $.01; authorized 100,000,000 shares,
      issued and outstanding 47,824,052 shares in 2000 and
      47,462,995 shares in 1999                                                  0.5                    0.5
   Additional paid-in capital                                                  926.6                  923.0
   Retained earnings                                                           459.4                  425.2
   Accumulated other comprehensive loss                                       (162.6)                (158.1)
   Unearned compensation                                                        (3.5)                  (4.7)
                                                                     -----------------      -----------------
      Total stockholders' equity                                             1,220.4                1,185.9
                                                                     -----------------      -----------------
                                                                           $19,204.6              $18,372.5
                                                                     =================      =================
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                        LIBERTY FINANCIAL COMPANIES, INC.
                         CONSOLIDATED INCOME STATEMENTS
                      (IN MILLIONS, EXCEPT PER SHARE DATA)
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                     THREE MONTHS ENDED
                                                                          MARCH 31
                                                                 ---------------------------
                                                                    2000            1999
                                                                 ---------------------------
                                                                 (RESTATED)

<S>                                                              <C>            <C>
Investment income, including distributions from
       private equity limited partnerships of $1.7 million
       for the three months ended March 31, 2000                 $   205.9      $   206.2
Interest credited to policyholders                                  (127.3)        (134.8)
                                                                 ----------     ----------
INVESTMENT SPREAD                                                     78.6           71.4
                                                                 ----------     ----------
NET REALIZED INVESTMENT LOSSES                                        (3.9)          (3.1)
                                                                 ----------     ----------
NET CHANGE IN UNREALIZED AND UNDISTRIBUTED GAINS IN
PRIVATE EQUITY LIMITED PARTNERSHIPS                                   15.0            -
Fee income:
       Investment advisory and administrative fees                    71.9           66.2
       Distribution and service fees                                  15.4           14.7
       Transfer agency fees                                           12.7           12.9
       Surrender charges and net commissions                          10.7            8.4
       Separate account fees                                          10.7            6.6
                                                                 ----------     ----------
TOTAL FEE INCOME                                                     121.4          108.8
                                                                 ----------     ----------
Expenses:
       Operating expenses                                           (102.3)         (88.7)
       Amortization of deferred policy acquisition costs             (27.1)         (24.2)
       Amortization of deferred distribution costs                   (10.2)          (9.5)
       Amortization of intangible assets                              (5.1)          (5.0)
       Interest expense, net                                          (4.0)          (5.7)
                                                                 ----------     ----------
TOTAL EXPENSES                                                      (148.7)        (133.1)
                                                                 ----------     ----------
PRE-TAX INCOME                                                        62.4           44.0
Income tax expense                                                   (23.0)         (16.6)
                                                                 ----------     ----------
NET INCOME                                                       $    39.4      $    27.4
                                                                 ==========     ==========
Net income per share - basic                                     $     0.83     $     0.59
                                                                 ==========     ==========
Net income per share - assuming dilution                         $     0.82     $     0.58
                                                                 ==========     ==========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                        LIBERTY FINANCIAL COMPANIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (IN MILLIONS)
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                                            THREE MONTHS ENDED
                                                                                                 MARCH 31
                                                                                     -------------------------------
                                                                                          2000              1999
                                                                                      -------------     -------------
                                                                                       (RESTATED)
<S>                                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                               $   39.4          $   27.4
Adjustments to reconcile net income to net cash provided by
operating activities:
   Depreciation and amortization                                                             20.3              20.4
   Interest credited to policyholders                                                       127.3             134.8
   Net realized investment losses                                                             3.9               3.1
   Net change in unrealized and undistributed gains in private equity limited
         partnerships                                                                       (15.0)                -
   Net amortization on investments                                                           22.6              21.3
   Change in deferred policy acquisition costs                                               (9.0)             (2.1)
   Net change in other assets and liabilities                                                13.2             (22.9)
                                                                                      -------------     -------------
        Net cash provided by operating activities                                           202.7             182.0
                                                                                      -------------     -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments purchased available for sale                                                (628.9)         (1,519.4)
   Investments sold available for sale                                                      663.6           1,190.8
   Investments matured available for sale                                                    36.5              80.8
   Change in policy loans, net                                                               (7.9)             (4.2)
   Change in mortgage loans, net                                                              0.7              40.9
   Other                                                                                     (2.9)             (5.8)
                                                                                      -------------     -------------
          Net cash provided by (used in) investing activities                                61.1            (216.9)
                                                                                      -------------     -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Withdrawals from policyholder accounts                                                  (516.4)           (456.3)
   Deposits to policyholder accounts                                                        310.9             154.9
   Securities lending                                                                       302.9             599.5
   Change in notes payable                                                                   10.0              20.5
   Exercise of stock options                                                                  1.3               1.5
   Dividends paid                                                                            (1.6)             (1.6)
                                                                                      -------------     -------------
           Net cash provided by financing activities                                        107.1             318.5
                                                                                      -------------     -------------
   Increase in cash and cash equivalents                                                    370.9             283.6
   Cash and cash equivalents at beginning of period                                       1,232.6             984.1
                                                                                      -------------     -------------
   Cash and cash equivalents at end of period                                           $ 1,603.5         $ 1,267.7
                                                                                      =============     =============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

                        LIBERTY FINANCIAL COMPANIES, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (IN MILLIONS)
                                    UNAUDITED

<TABLE>
<CAPTION>

                                                                            ACCUMULATED
                                              ADDITIONAL                       OTHER                                   TOTAL
                                               PAID-IN      RETAINED        COMPREHENSIVE         UNEARNED         STOCKHOLDERS'
                              COMMON STOCK     CAPITAL      EARNINGS           LOSS            COMPENSATION           EQUITY
                              ------------- ------------ --------------- ------------------- ----------------- -------------------
<S>                                  <C>        <C>             <C>               <C>                  <C>               <C>
BALANCE,
   DECEMBER 31, 1999                 $0.5       $923.0          $425.2            $(158.1)             $(4.7)            $1,185.9
Effect of stock-based
   compensation plans                              0.2                                                   1.2                  1.4
Accretion to face value
   of preferred stock                                             (0.2)                                                      (0.2)
Common stock
   dividends                                       3.4            (4.8)                                                      (1.4)
Preferred stock
   dividends                                                      (0.2)                                                      (0.2)
Net income (Restated)                                             39.4                                                       39.4
Other comprehensive
    loss, net of tax                                                                 (4.5)                                   (4.5)
                              ------------- ------------ --------------- ------------------- ----------------- -------------------
BALANCE,
   MARCH 31, 2000                    $0.5       $926.6          $459.4            $(162.6)             $(3.5)            $1,220.4
                              ============= ============ =============== =================== ================= ===================
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       7
<PAGE>

                        LIBERTY FINANCIAL COMPANIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    UNAUDITED

1.   GENERAL

          The accompanying unaudited consolidated financial statements include
     all adjustments, consisting of normal recurring accruals, that management
     considers necessary for a fair presentation of the Company's financial
     position and results of operations as of and for the interim periods
     presented. Certain footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to the rules and
     regulations of the Securities and Exchange Commission. Therefore, these
     consolidated financial statements should be read in conjunction with the
     audited consolidated financial statements contained in the Company's Form
     10-K for the year ended December 31, 1999. The results of operations for
     the three months ended March 31, 2000 are not necessarily indicative of the
     results to be expected for the full year. Certain previously reported
     amounts have been reclassified to conform with the current period
     presentation.

2.   SEGMENT INFORMATION

         The Company is an asset accumulation and management company with two
     reportable segments: retirement-oriented insurance (principally annuities)
     and asset management. The annuity insurance business is conducted at
     Keyport Life Insurance Company ("Keyport"). Keyport generates investment
     spread income from the investment portfolio which supports policyholder
     balances associated with its fixed and indexed annuity business and its
     closed block of single premium whole life insurance. The annuity insurance
     business also derives fee income from the administration of fixed, indexed
     and variable annuity contracts. The asset management business is conducted
     at Liberty Funds Group, an investment advisor (through its subsidiary
     Colonial Management Associates), distributor and transfer agent to mutual
     funds, Stein Roe & Farnham Incorporated, a diversified investment advisor,
     Newport Pacific Management, Inc., an investment advisor to mutual funds and
     institutional accounts specializing in Asian equity markets, Crabbe Huson
     Group, Inc., an investment advisor to mutual funds and institutional
     accounts, Progress Investment Management Company, an investment advisor to
     institutional accounts, and Liberty Asset Management Company, an investment
     advisor to mutual funds. The asset management business derives fee income
     from investment products and services.


                                       8
<PAGE>

         The Company's reportable segments offer different products and are each
     managed separately. Information by reportable segment is shown below (in
     millions):

<TABLE>
<CAPTION>

                                                                                                 THREE MONTHS ENDED
                                                                                                       MARCH 31
                                                                                           ----------------------------
                                                                                                2000           1999
                                                                                           -------------- -------------
                                                                                              (RESTATED)
     Statement of Operations Data
     REVENUES (EXCLUDING NET REALIZED INVESTMENT LOSSES AND NET CHANGE IN
     UNREALIZED AND UNDISTRIBUTED GAINS IN PRIVATE EQUITY LIMITED PARTNERSHIPS):
       Annuity:
         Unaffiliated                                                                            $226.3        $219.8
         Intersegment                                                                              (3.8)         (2.9)
                                                                                            -------------- -------------
         Total annuity                                                                            222.5         216.9
                                                                                            -------------- -------------
       Asset management:
         Unaffiliated                                                                             101.0          95.2
         Intersegment                                                                               3.8           2.9
                                                                                            -------------- -------------
         Total asset management                                                                   104.8          98.1
                                                                                            -------------- -------------
         Total revenues (excluding net realized investment losses and net
           change in unrealized and undistributed gains in private equity
           limited partnerships)                                                                 $327.3        $315.0
                                                                                            ============== =============

                                                                                                 THREE MONTHS ENDED
                                                                                                         MARCH 31
                                                                                            ----------------------------
                                                                                                  2000           1999
                                                                                            -------------- -------------
                                                                                               (RESTATED)
<S>                                                                                               <C>           <C>
     INCOME BEFORE INCOME TAXES:
       Annuity:
         Income before amortization of intangible assets                                          $50.2         $42.2
         Amortization of intangible assets                                                         (0.3)         (0.3)
                                                                                            -------------- -------------
           Subtotal annuity                                                                        49.9          41.9
                                                                                            -------------- -------------
       Asset management:
         Income before amortization of intangible assets                                           17.0          22.0
         Amortization of intangible assets                                                         (4.8)         (4.6)
                                                                                            -------------- -------------
           Subtotal asset management                                                               12.2          17.4
                                                                                            -------------- -------------
       Other:
         Loss before amortization of intangible assets                                            (10.8)        (12.1)
         Amortization of intangible assets                                                           -           (0.1)
                                                                                            -------------- -------------
          Subtotal other                                                                          (10.8)        (12.2)
                                                                                            -------------- -------------
       Income before net realized investment losses, net change in
           unrealized and undistributed gains in private equity limited
           partnerships, and income taxes                                                          51.3          47.1
       Net realized investment losses                                                              (3.9)         (3.1)
       Net change in unrealized and undistributed gains in private equity
           limited partnerships                                                                    15.0             -
                                                                                            -------------- -------------
          Total income before income taxes                                                        $62.4         $44.0
                                                                                            ============== =============
</TABLE>


                                       9
<PAGE>

3.   INVESTMENTS

         Investments were comprised of the following (in millions):

<TABLE>
<CAPTION>

                                                 MARCH 31            DECEMBER 31
                                                   2000                 1999
                                             ----------------     ----------------
                                               (RESTATED)

<S>                                              <C>                  <C>
Fixed maturities                                 $10,567.2            $10,516.1
Equity securities                                     35.5                 37.9
Policy loans                                         607.4                599.5
Other invested assets                              1,000.9              1,041.6
                                             ----------------     ----------------
    Total                                        $12,211.0            $12,195.1
                                             ================     ================
</TABLE>


         The Company's general investment policy is to hold fixed maturity
     securities for long-term investment and, accordingly, the Company does not
     have a trading portfolio. To provide for maximum portfolio flexibility and
     appropriate tax planning, the Company classifies its entire portfolio of
     fixed maturity securities as "available for sale" and accordingly carries
     such investments at fair value.

4.   NET INCOME PER SHARE

         The following table sets forth the computation of net income per
     share-basic and net income per share-assuming dilution:

<TABLE>
<CAPTION>

                                                                             THREE MONTHS ENDED
                                                                                  MARCH 31
                                                                       -------------------------------
                                                                            2000            1999
                                                                       --------------- ---------------
                                                                         (RESTATED)

<S>                                                                       <C>             <C>
    Numerator (in millions)
       Net income                                                              $39.4           $27.4
       Less: preferred stock dividends                                          (0.2)           (0.2)
                                                                       --------------- ---------------
       Numerator for net income per share - basic - income available
        to common stockholders                                                  39.2            27.2
       Plus: income impact of assumed conversions
        Preferred stock dividends                                                0.2             0.2
                                                                       --------------- ---------------
         Numerator for net income per share - assuming dilution -
           income available to common stockholders after assumed
           conversions                                                         $39.4           $27.4
    Denominator
         Denominator for net income per share - basic -
           weighted-average shares                                        47,363,267      46,335,719
    Effect of dilutive securities:
        Employee stock options                                               393,549         689,044
        Convertible preferred stock                                          514,370         514,370
                                                                       --------------- ---------------
    Dilutive potential common shares                                         907,919       1,203,414
                                                                       --------------- ---------------
         Denominator for net income per share - assuming dilution         48,271,186      47,539,133
                                                                       =============== ===============
    Net income per share - basic                                               $0.83           $0.59
                                                                       =============== ===============
    Net income per share - assuming dilution                                   $0.82           $0.58
                                                                       =============== ===============
</TABLE>


                                       10
<PAGE>

5.   COMPREHENSIVE INCOME

         Comprehensive income was comprised of the following (in millions):

<TABLE>
<CAPTION>

                                                                                 THREE MONTHS ENDED
                                                                                      MARCH 31
                                                                           -------------------------------
                                                                                2000            1999
                                                                           ---------------  --------------
                                                                             (RESTATED)

<S>                                                                                <C>             <C>
              Net income                                                           $39.4           $27.4
              Other comprehensive loss, net of tax:
                  Net unrealized investment losses                                  (4.5)           (8.5)
                                                                           ---------------  --------------
              Comprehensive income                                                 $34.9           $18.9
                                                                           ===============  ==============
</TABLE>


6.   NET CHANGE IN UNREALIZED AND UNDISTRIBUTED GAINS IN PRIVATE EQUITY LIMITED
     PARTNERSHIPS


         The Company is restating its results of operations and related
     financial statements by filing this Form 10-Q/A to reflect the net change
     in unrealized and undistributed gains in private equity limited
     partnerships.



         The net change in unrealized and undistributed gains in private equity
     limited partnerships is accounted for on the equity method and represents
     primarily increases in the fair value of the underlying investments of the
     private equity limited partnerships for which the Company has ownership
     interests in excess of 3%. This change in unrealized and undistributed
     gains is recorded net of the related amortization of deferred policy
     acquisition costs of $27.8 million for the three months ended March 31,
     2000, and net of amounts realized, which are recognized in investment
     income, of $1.7 million for the three months ended March 31, 2000. The
     financial information for these investments is obtained directly from the
     private equity limited partnerships on a periodic basis. The corresponding
     amounts in 1999 were insignificant.



         The net increase in net income and net income per share resulting from
     such change was $9.7 million and $0.20 per share, respectively, for the
     quarter ended March 31, 2000.


7.   RECENT ACCOUNTING PRONOUNCEMENT

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting
     for Derivative Instruments and Hedging Activities." This statement
     standardizes the accounting for derivative instruments and the derivative
     portion of certain other contracts that have similar characteristics by
     requiring that an entity recognize those instruments at fair value. This
     statement also requires a new method of accounting for hedging
     transactions, prescribes the type of items and transactions that may be
     hedged, and specifies detailed criteria to be met to qualify for hedge
     accounting. In June 1999, the FASB issued SFAS No. 137 "Accounting for
     Derivative Instruments and Hedging Activities - Deferral of the Effective
     Date of FASB Statement No. 133." SFAS No. 137 defers the effective date of
     SFAS No. 133 until fiscal years beginning after June 15, 2000. Earlier
     adoption is permitted. Upon adoption, the Company will be required to
     record a cumulative effect adjustment to reflect this accounting change. At
     this time, the Company has not completed its analysis and evaluation of the
     requirements and impact of this statement.


                                       11
<PAGE>

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


     The discussion below is based on the Company's restated results of
operations and related financial statements contained in this Form 10-Q/A which
reflect the after-tax net change in unrealized and undistributed gains in
private equity limited partnerships. See Note 6 of the Notes to Consolidated
Financial Statements.


RESULTS OF OPERATIONS


     NET INCOME was $39.4 million or $0.83 per share for the quarter ended March
31, 2000 compared to $27.4 million or $0.58 per share for the quarter ended
March 31, 1999. The increase resulted largely from the net change in unrealized
and undistributed gains in private equity limited partnerships, higher
investment spread and fee income. In addition, interest expense, net decreased.
Partially offsetting these items were higher operating expenses, amortization
expense and income tax expense.



     PRE-TAX INCOME was $62.4 million for the quarter ended March 31, 2000
compared to $44.0 million for the quarter ended March 31, 1999. The increase
resulted largely from the net change in unrealized and undistributed gains in
private equity limited partnerships, higher investment spread and fee income. In
addition, interest expense, net decreased. Partially offsetting these items were
higher operating expenses and amortization expense.



     INVESTMENT SPREAD is the amount by which investment income earned on the
Company's investments exceeds interest credited on policyholder balances.
Investment spread was $78.6 million for the quarter ended March 31, 2000
compared to $71.4 million for the quarter ended March 31, 1999. The amount by
which the average yield on investments exceeds the average interest credited
rate on policyholder balances is the investment spread percentage. The
investment spread percentage for the quarter ended March 31, 2000 was 2.26%
compared to 1.99% for the quarter ended March 31, 1999. The increase in the
investment spread percentage resulted from an increased yield on average
invested assets, largely relating to distributed realized gains in private
equity limited partnerships, including those accounted for under the cost
method, and from decreased crediting rates to policyholders.


     Investment income was $205.9 million for the quarter ended March 31, 2000
compared to $206.2 million for the quarter ended March 31, 1999. The decrease of
$0.3 million in 2000 compared to 1999 includes a $6.1 million decrease resulting
from a lower level of average invested assets and a $5.8 million increase as a
result of a higher average investment yield. The 2000 investment income was net
of $21.1 million of S&P 500 Index call option amortization expense related to
the Company's equity-indexed annuities compared to $19.4 million in 1999. The
average investment yield was 6.49% for the quarter ended March 31, 2000 compared
to 6.31% for the quarter ended March 31, 1999.

     Interest credited to policyholders totaled $127.3 million for the quarter
ended March 31, 2000 compared to $134.8 million for the quarter ended March 31,
1999. The decrease of $7.5 million in 2000 compared to 1999 primarily relates to
a $4.4 million decrease resulting from a lower level of average policyholder
balances, as well as a $3.1 million decrease as a result of a lower average
interest credited rate. Policyholder balances averaged $12.0 billion (including
$9.7 billion of fixed products, consisting of fixed annuities and a closed block
of single premium whole life insurance, and $2.3 billion of equity-indexed
annuities) for the quarter ended March 31, 2000 compared to $12.5 billion
(including $10.4 billion of fixed products and $2.1 billion of equity-indexed
annuities) for the quarter ended March 31, 1999. The average interest credited
rate was 4.23% (5.01% on fixed products and 0.85% on equity-indexed annuities)
for the quarter ended March 31, 2000 compared to 4.32% (5.02% on fixed products
and 0.85% on equity-indexed annuities) for the quarter ended March 31, 1999.
Keyport's equity-indexed annuities credit interest to the policyholder at a
"participation rate" equal to a portion (ranging for existing policies from 25%
to 100%) of the change in value of the S&P


                                       12
<PAGE>

500 Index. Keyport's equity-indexed annuities also provide a full guarantee of
principal if held to term, plus interest at 0.85% annually. For each of the
periods presented, the interest credited to equity-indexed policyholders related
to the participation rate was offset by investment income recognized on the S&P
500 Index call options resulting in a 0.85% net credited rate.

     Average investments in the Company's general account (computed without
giving effect to Statement of Financial Accounting Standards No. 115), including
a portion of the Company's cash and cash equivalents, were $12.7 billion for the
quarter ended March 31, 2000 compared to $13.1 billion for the quarter ended
March 31, 1999. This decrease was primarily due to net redemptions and transfers
to separate accounts, partially offset by the reinvestment of portfolio earnings
for the twelve months ended March 31, 2000.

     NET REALIZED INVESTMENT LOSSES were $3.9 million for the quarter ended
March 31, 2000 compared to $3.1 million for the quarter ended March 31, 1999.
The net realized investment losses in 2000 included losses of $3.3 million for
certain fixed maturity investments where the decline in value was determined to
be other than temporary. There were no such losses recorded during the quarter
ended March 31, 1999.


     NET CHANGE IN UNREALIZED AND UNDISTRIBUTED GAINS IN PRIVATE EQUITY LIMITED
PARTNERSHIPS is accounted for on the equity method and represents primarily
increases in the fair value of the underlying investments of the private equity
limited partnerships for which the Company has ownership interests in excess of
3%. This change in unrealized and undistributed gains is recorded net of the
related amortization of deferred policy acquisition costs of $27.8 million for
the three months ended March 31, 2000, and net of amounts realized, which are
recognized in investment income, of $1.7 million for the three months ended
March 31, 2000. The financial information for these investments is obtained
directly from the private equity limited partnerships on a periodic basis. The
increase for the three months ended March 31, 2000 was due primarily to the
increase in the valuation of the underlying investments of certain private
equity limited partnerships. The corresponding amounts in 1999 were
insignificant. There can be no assurance that any unrealized and undistributed
gains will ultimately be realized or that the Company will not incur losses in
the future on such investments.



     The net increase in net income and net income per share resulting from such
change was $9.7 million and $0.20 per share, respectively, for the quarter ended
March 31, 2000.


     INVESTMENT ADVISORY AND ADMINISTRATIVE FEES are based on the market value
of assets managed for mutual funds, private capital management and institutional
investors. Investment advisory and administrative fees were $71.9 million for
the quarter ended March 31, 2000 compared to $66.2 million for the quarter ended
March 31, 1999. The increase during 2000 compared to 1999 primarily reflects a
higher level of average fee-based assets under management.

     Average fee-based assets under management were $51.7 billion for the
quarter ended March 31, 2000 compared to $47.4 billion for the quarter ended
March 31, 1999. The increase during 2000 compared to 1999 resulted from market
appreciation and net sales for the twelve months ended March 31, 2000.
Investment advisory and administrative fees were 0.56% of average fee-based
assets under management for the quarters ended March 31, 2000 and 1999.


                                       13
<PAGE>


     The amount of fee-based assets under management is affected by product
sales and redemptions and changes in the market values of such assets under
management. Fee-based assets under management and changes in such assets are set
forth in the tables below (in billions).

FEE-BASED ASSETS UNDER MANAGEMENT
<TABLE>
<CAPTION>
                                                                                   AS OF MARCH 31
                                                                            ------------------------------
                                                                                2000             1999
                                                                            -------------    -------------
<S>                                                                               <C>              <C>
  Mutual Funds:
        Intermediary-distributed                                                  $18.0            $17.7
        Direct-marketed                                                             6.9              6.6
        Closed-end                                                                  2.9              2.4
        Variable annuity                                                            2.1              1.6
                                                                            -------------    -------------
                                                                                   29.9             28.3
  Private Capital Management                                                        9.6              8.1
  Institutional                                                                    13.6             11.0
                                                                            -------------    -------------
        Total Fee-Based Assets Under Management*                                  $53.1            $47.4
                                                                            =============    =============
</TABLE>
--------------
*    As of March 31, 2000 and 1999, Keyport's insurance assets of $14.0 billion
     and $13.4 billion, respectively, bring total assets under management to
     $67.1 billion and $60.8 billion, respectively.

CHANGES IN FEE-BASED ASSETS UNDER MANAGEMENT
<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED
                                                                                      MARCH 31
                                                                           -------------------------------
                                                                               2000              1999
                                                                           --------------    -------------
<S>                                                                             <C>               <C>
  Fee-based assets under management - beginning                                 $51.4             $47.9
  Sales and reinvestments:
       Mutual funds                                                               1.6               1.8
       Private Capital Management                                                 0.4               0.2
       Institutional                                                              0.9               0.6
                                                                           --------------    -------------
                                                                                  2.9               2.6
  Redemptions and withdrawals:
       Mutual funds                                                              (2.2)             (1.9)
       Private Capital Management                                                (0.2)             (0.1)
       Institutional                                                             (0.4)             (0.9)
                                                                           --------------    -------------
                                                                                 (2.8)             (2.9)
  Market appreciation (depreciation)                                              1.6              (0.2)
                                                                           --------------    -------------
  Fee-based assets under management - ending                                    $53.1             $47.4
                                                                           ==============    =============
</TABLE>

     DISTRIBUTION AND SERVICE FEES are based on the market value of the
Company's intermediary-distributed mutual funds. Distribution fees of 0.75% are
generally earned on the average assets attributable to such funds sold with
12b-1 distribution fees and contingent deferred sales charges and service fees
of 0.25% (net of amounts passed on to selling brokers) are generally earned on
the total of such average mutual fund assets. These fees totaled $15.4 million
for the quarter ended March 31, 2000 compared to $14.7 million for the quarter
ended March 31, 1999. As a percentage of intermediary-distributed average mutual
fund assets, distribution and service fees were approximately 0.35% and 0.34%
for the quarters ended March 31, 2000 and 1999, respectively.

      TRANSFER AGENCY FEES are based on the market value of assets managed in
the Company's intermediary-distributed, direct-marketed and variable annuity
mutual funds. Such fees were $12.7 million on average assets of $26.8 billion
for the quarter ended March 31, 2000 and $12.9 million on average assets of
$26.0 billion for the quarter ended March 31, 1999. As a percentage of total
average assets under management,


                                       14
<PAGE>

transfer agency fees were approximately 0.19% and 0.20% for the quarters ended
March 31, 2000 and 1999, respectively.

     SURRENDER CHARGES AND NET COMMISSIONS are revenues earned on: a) the early
withdrawal of annuity policyholder balances and redemptions of the
intermediary-distributed mutual funds which were sold with 12b-1 distribution
fees and contingent deferred sales charges; b) the distribution of the Company's
intermediary-distributed mutual funds (net of the substantial portion of such
commissions that is passed on to the selling brokers); and c) the sales of
non-proprietary products in the Company's bank marketing businesses (net of
commissions that are paid to the Company's client banks and brokers). Total
surrender charges and net commissions were $10.7 million for the quarter ended
March 31, 2000 compared to $8.4 million for the quarter ended March 31, 1999.

     Surrender charges on fixed and variable annuity withdrawals generally are
assessed at declining rates applied to policyholder withdrawals during the first
five to seven years of the contract; contingent deferred sales charges on mutual
fund redemptions are assessed at declining rates on amounts redeemed generally
during the first six years. Such charges totaled $7.4 million for the quarter
ended March 31, 2000 and $5.5 million for the quarter ended March 31, 1999.
Total annuity withdrawals represented 14.9% and 12.8% of the total average
annuity policyholder and separate account balances for the quarters ended March
31, 2000 and 1999, respectively. Net commissions were $3.3 million for the
quarter ended March 31, 2000 and $2.9 million for the quarter ended March 31,
1999.

     SEPARATE ACCOUNT FEES are primarily mortality and expense charges earned on
variable annuity and variable life policyholder balances. In addition, for
certain separate institutional accounts, the difference between investment
income and interest credited on these institutional accounts is included in
separate account fees. These fees, which are primarily based on the market
values of the assets in separate accounts supporting the contracts, were $10.7
million for the quarter ended March 31, 2000 compared to $6.6 million for the
quarter ended March 31, 1999. Such fees represented 1.27% and 1.28% of average
variable annuity, variable life and institutional separate account balances for
the quarters ended March 31, 2000 and 1999, respectively.

     OPERATING EXPENSES primarily represent compensation, marketing, and other
general and administrative expenses. These expenses were $102.3 million for the
quarter ended March 31, 2000 compared to $88.7 million for the quarter ended
March 31, 1999. The increase during 2000 compared to 1999 was primarily related
to the expansion of investment management capabilities, mutual fund product
lines, distribution and electronic commerce activities. Operating expenses
expressed as a percent of average total assets under management were 0.63% for
the quarter ended March 31, 2000 compared to 0.59% for the quarter ended March
31, 1999.

     AMORTIZATION OF DEFERRED POLICY ACQUISITION COSTS relates to the costs of
acquiring new business, which vary with, and are primarily related to, the
production of new annuity business. Such costs include commissions, costs of
policy issuance and underwriting and selling expenses. Amortization was $27.1
million for the quarter ended March 31, 2000 compared to $24.2 million for the
quarter ended March 31, 1999. The increase during 2000 compared to 1999 was
primarily related to the increase in investment spread from the growth of
business in force associated with fixed and indexed products and from increased
sales of variable annuity products for the twelve months ended March 31, 2000.
Amortization expense represented 30.3% and 31.0% of investment spread and
separate account fees for the quarters ended March 31, 2000 and 1999,
respectively.

     AMORTIZATION OF DEFERRED DISTRIBUTION COSTS relates to the distribution of
mutual fund shares sold with 12b-1 distribution fees and contingent deferred
sales charges. Amortization was $10.2 million for the quarter ended March 31,
2000 compared to $9.5 million for the quarter ended March 31, 1999.

     AMORTIZATION OF INTANGIBLE ASSETS relates to goodwill and certain
identifiable intangible assets arising from business combinations accounted for
as purchases. Amortization was $5.1 million for the quarter ended


                                       15
<PAGE>

March 31, 2000 compared to $5.0 million for the quarter ended March 31, 1999.
The Company has experienced higher than anticipated redemptions of assets under
management at an acquired company, which at March 31, 2000 had goodwill and
other intangible assets of $83.3 million. Although the Company has determined
that there is no impairment of goodwill and other intangible assets at this
time, if the higher level of redemptions were to continue and sales were not to
increase, the Company's estimate of related future cash flows may change,
resulting in the need to record an impairment loss.

     INTEREST EXPENSE, NET was $4.0 million for the quarter ended March 31, 2000
compared to $5.7 million for the quarter ended March 31, 1999. Interest expense
primarily consists of interest on notes payable and interest on the Liberty
Funds Group revolving credit facility which is utilized to finance deferred
sales commissions paid in connection with the distribution of mutual fund shares
sold with 12b-1 distribution fees and contingent deferred sales charges.
Interest expense was net of interest income of $5.8 million and $3.1 million for
the quarters ended March 31, 2000 and 1999, respectively.


     INCOME TAX EXPENSE was $23.0 million or 36.9% of pre-tax income for the
quarter ended March 31, 2000 compared to $16.6 million, or 37.7% of pre-tax
income for the quarter ended March 31, 1999.


FINANCIAL CONDITION


     STOCKHOLDERS' EQUITY was $1.22 billion as of March 31, 2000 compared to
$1.19 billion as of December 31, 1999. Net income for the first three months of
2000 was $39.4 million and cash dividends on the Company's preferred and common
stock totaled $1.6 million. Common stock totaling $1.3 million was issued in
connection with the exercise of stock options. An increase in accumulated other
comprehensive loss which consists of net unrealized investment losses, net of
adjustments to deferred policy acquisition costs and income taxes, during the
period decreased stockholders' equity by $4.5 million.



     BOOK VALUE PER SHARE amounted to $25.52 at March 31, 2000 compared to
$24.99 at December 31, 1999. Excluding net unrealized losses on investments,
book value per share amounted to $28.92 at March 31, 2000 and $28.32 at December
31, 1999. As of March 31, 2000, there were 47.8 million common shares
outstanding compared to 47.5 million shares as of December 31, 1999.


     INVESTMENTS not including cash and cash equivalents, totaled $12.2 billion
at March 31, 2000 and December 31, 1999.

     The Company manages the majority of its invested assets internally. The
Company's general investment policy is to hold fixed maturity securities for
long-term investment and, accordingly, the Company does not have a trading
portfolio. To provide for maximum portfolio flexibility and appropriate tax
planning, the Company classifies its entire portfolio of fixed maturity
securities as "available for sale" and accordingly carries such investments at
fair value. The Company's total investments at March 31, 2000 and December 31,
1999 reflected net unrealized losses of $288.1 million and $318.6 million,
respectively.

     Approximately $11.3 billion, or 81.0%, of the Company's general account
investments at March 31, 2000, were rated by Standard & Poor's Corporation,
Moody's Investors Service or under comparable statutory rating guidelines
established by the National Association of Insurance Commissioners ("NAIC"). At
March 31, 2000, the carrying value of investments in below investment grade
securities represented $1.3 billion or 9.1% of general account investments,
including cash and cash equivalents in the Company's annuity operations, and
certain separate account investments of $14.0 billion. Below investment grade
securities generally provide higher yields and involve greater risks than
investment grade securities because their issuers typically are more highly
leveraged and more vulnerable to adverse economic conditions than investment
grade issuers. In addition, the trading market for these securities may be more
limited than for investment grade securities.


                                       16
<PAGE>

     The Company routinely reviews its portfolio of investment securities. The
Company identifies monthly any investments that require additional monitoring,
and carefully reviews the carrying value of such investments at least quarterly
to determine whether specific investments should be placed on a nonaccrual basis
and to determine declines in value that may be other than temporary. In making
these reviews, the Company principally considers the adequacy of collateral (if
any), compliance with contractual covenants, the borrower's recent financial
performance, news reports, and other externally generated information concerning
the borrower's affairs. In the case of publicly traded fixed maturity
securities, management also considers market value quotations if available. As
of March 31, 2000 and December 31, 1999, the carrying value of fixed maturity
securities that were non-income producing was $29.6 million and $22.6 million,
respectively, which constituted 0.2% of investments in each period.

DERIVATIVES

     As a component of its investment strategy and to reduce its exposure to
interest rate risk, the Company utilizes interest rate and total return swap
agreements and interest rate cap agreements to match assets more closely to
liabilities. Interest rate swap agreements are agreements to exchange with a
counterparty interest rate payments of differing character (e.g., fixed-rate
payments exchanged for variable-rate payments) based on an underlying principal
balance (notional principal) to hedge against interest rate changes. The Company
currently utilizes interest rate swap agreements to reduce asset duration and to
better match interest earned on longer-term fixed-rate assets with interest
credited to policyholders. A total return swap agreement is an agreement to
exchange payments based upon an underlying notional balance and changes in
variable rate and total return indices. The Company utilizes total return swap
agreements to hedge its obligations related to certain separate account
liabilities. The Company had 67 outstanding swap agreements with an aggregate
notional principal amount of $3.6 billion and $3.4 billion as of March 31, 2000
and December 31, 1999, respectively.

     Interest rate cap agreements are agreements with a counterparty which
require the payment of a premium for the right to receive payments for the
difference between the cap interest rate and a market interest rate on specified
future dates based on an underlying principal balance (notional principal) to
hedge against rising interest rates. There were no outstanding interest rate cap
agreements as of March 31, 2000. The Company had interest rate cap agreements
with an aggregate notional amount of $50.0 million as December 31, 1999.

     With respect to the Company's equity-indexed annuities and certain separate
account liabilities, the Company buys call options, futures and certain total
return swap agreements on the S&P 500 Index to hedge its obligations to provide
returns based upon this index. The Company had call options with a carrying
value of $587.3 million and $701.1 million as of March 31, 2000 and December 31,
1999, respectively. The Company had total return swap agreements with a carrying
value of $49.7 million and $37.8 million as of March 31, 2000 and December 31,
1999, respectively.

     There are risks associated with some of the techniques the Company uses to
match its assets and liabilities. The primary risk associated with swap, cap and
call option agreements is counterparty non-performance. The Company believes
that the counterparties to its swap, cap and call option agreements are
financially responsible and that the counterparty risk associated with these
transactions is minimal. Futures contracts trade on organized exchanges and
therefore have minimal credit risk. In addition, swap and cap agreements have
interest rate risk and call options, futures and certain total return swap
agreements have stock market risk. These swap and cap agreements hedge
fixed-rate assets and the Company expects that any interest rate movements that
adversely affect the market value of swap and cap agreements would be offset by
changes in the market values of such fixed rate assets. However, there can be no
assurance that these hedges will be effective in offsetting the potential
adverse effects of changes in interest rates. Similarly, the call options,
futures and certain total return swap agreements hedge the Company's obligations
to provide returns on equity-indexed annuities and certain separate liabilities
based upon the S&P 500 Index, and the Company believes that any stock market
movements that adversely affect the market value of S&P 500 Index call options,
futures and certain total return swap agreements would be substantially offset
by a reduction in


                                       17
<PAGE>

policyholder and certain separate account liabilities. However, there can be no
assurance that these hedges will be effective in offsetting the potentially
adverse effects of changes in S&P 500 Index levels. The Company's profitability
could be adversely affected if the value of its swap and cap agreements increase
less than (or decrease more than) the change in the market value of its fixed
rate assets and/or if the value of its S&P 500 Index call options, futures and
certain total return swap agreements increase less than (or decrease more than)
the value of the guarantees made to equity-indexed and certain separate account
policyholders.

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for
Derivative Instruments and Hedging Activities." This statement standardizes the
accounting for derivative instruments and the derivative portion of certain
other contracts that have similar characteristics by requiring that an entity
recognize those instruments at fair value. This statement also requires a new
method of accounting for hedging transactions, prescribes the type of items and
transactions that may be hedged, and specifies detailed criteria to be met to
qualify for hedge accounting. In June 1999, the FASB issued SFAS No. 137
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133." SFAS No. 137 defers the effective
date of SFAS No. 133 until fiscal years beginning after June 15, 2000. Earlier
adoption is permitted. Upon adoption, the Company will be required to record a
cumulative effect adjustment to reflect this accounting change. At this time,
the Company has not completed its analysis and evaluation of the requirements
and the impact of this statement.

LIQUIDITY

     The Company is a holding company whose liquidity needs include the
following: (i) operating expenses; (ii) debt service; (iii) dividends on
preferred stock and common stock; (iv) acquisitions; and (v) working capital
where needed by its operating subsidiaries. The Company's principal sources of
cash are dividends from its operating subsidiaries, and, in the case of funding
for acquisitions and certain long-term capital needs of its subsidiaries,
long-term borrowings and offerings of preferred and common stock.

     The Company has a $150.0 million revolving credit facility (the
"Facility"), established in April 1999 which is utilized to finance sales
commissions paid in connection with the distribution of mutual fund shares sold
with 12b-1 distribution fees and contingent deferred sales charges. This five
year Facility is secured by such 12b-1 distribution fees and contingent deferred
sales charges. Interest accrues on the outstanding borrowings under the Facility
at a rate determined by sales of highly rated commercial paper backed in part by
the security interest in such fees and charges. At March 31, 2000, the interest
paid on borrowings under the Facility was at the rate of 6.03% per annum.

     Current Rhode Island insurance law applicable to Keyport permits the
payment of dividends or distributions, which, together with dividends and
distributions paid during the preceding 12 months, do not exceed the lesser of
(i) 10% of Keyport's statutory surplus as of the preceding December 31 or (ii)
Keyport's statutory net gain from operations for the preceding fiscal year. Any
proposed dividend in excess of this amount is called an "extraordinary dividend"
and may not be paid until it is approved by the Commissioner of Insurance of the
State of Rhode Island. As of March 31, 2000, the amount of dividends that
Keyport could pay without such approval was $57.8 million. Future regulatory
changes and credit agreements may create additional limitations on the ability
of the Company's subsidiaries to pay dividends.

     Based upon the historical cash flow of the Company, the Company's current
financial condition and the Company's expectation that there will not be a
material adverse change in the results of operations of the Company and its
subsidiaries during the next twelve months, the Company believes that cash flow
provided by operating activities over this period will provide sufficient
liquidity for the Company to meet its working capital, capital investment and
other operational cash needs, its debt service obligations, its obligations to
pay dividends on the preferred stock and its intentions to pay dividends on the
common stock. The Company may require external sources of liquidity in order to
finance material acquisitions where the purchase price is not paid in equity.


                                       18
<PAGE>

     Each of the Company's business segments has its own liquidity needs and
financial resources. In the Company's annuity insurance operations, liquidity
needs and financial resources pertain to the management of the general account
assets and policyholder balances. In the Company's asset management business,
liquidity needs and financial resources pertain to the investment management and
distribution of mutual funds, private capital management and institutional
accounts. The Company expects that, based upon their historical cash flow and
current prospects, these operating subsidiaries will be able to meet their
liquidity needs from internal sources and, in the case of Liberty Funds Group,
from its credit facility used to finance sales of mutual fund shares sold with
12b-1 distribution fees and contingent deferred sales charges.

     Keyport uses cash for the payment of annuity and life insurance benefits,
operating expenses and policy acquisition costs, and the purchase of
investments. Keyport generates cash from annuity premiums and deposits, net
investment income, and from the sales and maturities of fixed investments.
Annuity premiums, maturing investments and net investment income have
historically been sufficient to meet Keyport's cash requirements. Keyport
monitors cash and cash equivalents in an effort to maintain sufficient liquidity
and has strategies in place to maintain sufficient liquidity in changing
interest rate environments. Consistent with the nature of its obligations,
Keyport has invested a substantial amount of its general account assets in
readily marketable securities. As of March 31, 2000, $10.7 billion, or 76.8%, of
Keyport's general account investments are considered readily marketable.

     To the extent that unanticipated surrenders cause Keyport to sell for
liquidity purposes a material amount of securities prior to their maturity, such
surrenders could have a material adverse effect on the Company. Although no
assurances can be given, Keyport believes that liquidity to fund anticipated
withdrawals would be available through incoming cash flow and the sale of
short-term or floating-rate investments, thereby precluding the sale of fixed
maturity investments in a potentially unfavorable market. In addition, the
Company's fixed-rate products incorporate surrender charges to encourage
persistency and to make the cost of its policyholder balances more predictable.
Approximately 75.0% of the Company's fixed annuity policyholder balances were
subject to surrender charges or restrictions as of March 31, 2000.

YEAR 2000

     The Year 2000 issue relates to computer programs that use two digits to
identify a year in the date field and therefore may not be able to correctly
process dates after December 31, 1999. As the Company relies significantly on
computer systems and applications in its operations, it completed a remediation
plan that included repairing or replacing programs that were identified as not
being Year 2000 compliant. As a result, the Company did not experience any
significant Year 2000 problems with respect to computer systems, application
programs, and non-information technology systems. In addition, the Company did
not experience any significant disruptions related to interactions with third
parties. The Company is continuing to closely monitor critical systems and
applications to ensure that no unexpected Year 2000 issues develop. There can be
no assurance that there will be no such issues. In the opinion of management,
any additional costs of addressing the Year 2000 issue are not expected to have
a material adverse effect on the Company's financial condition or its results of
operations.

EFFECTS OF INFLATION

     Inflation has not had a material effect on the Company's consolidated
results of operations to date. The Company manages its investment portfolio in
part to reduce its exposure to interest rate fluctuations. In general, the
market value of the Company's fixed maturity portfolio increases or decreases in
inverse relationship with fluctuations in interest rates, and the Company's net
investment income increases or decreases in direct relationship with interest
rate changes. For example, if interest rates decline, the Company's fixed
maturity investments generally will increase in market value, while net
investment income will decrease as fixed maturity investments mature or are sold
and the proceeds are reinvested at reduced rates. Inflation


                                       19
<PAGE>

may result in increased operating expenses that may not be readily recoverable
in the prices of the services charged by the Company.

FORWARD-LOOKING STATEMENTS


     The Company desires to take advantage of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 (the "Reform Act").
Investors are cautioned that all statements not based on historical fact, trend
analyses and other information contained in this report or in any of the
Company's filings under Section 13 or 15 (d) of the Securities Exchange Act of
1934 (the "Exchange Act"), relative to the markets for the Company's products
and trends in the Company's operations or financial results, as well as other
statements including words such as "anticipate", "believe", "plan", "estimate",
"expect", "intend" and other similar expressions, constitute forward-looking
statements under the Reform Act. These forward-looking statements are made based
on current expectations and assumptions and are subject to known and unknown
risks, uncertainties and other factors, many of which are beyond the Company's
control, that may cause actual results to be materially different from those
expressed or implied by the forward-looking statements. Such factors include,
among other things: (1) general economic conditions and market factors, such as
prevailing interest rate levels, stock market performance and fluctuations in
the market for retirement-oriented savings products and investment management
products, which may adversely affect the ability of the Company to sell its
products and services and the market value of the Company's investments and
assets under management and, therefore, the portion of its revenues that are
based on a percentage of assets under management; (2) the Company's ability to
manage effectively its investment spread (i.e. the amount by which investment
income exceeds interest credited to annuity and life insurance policyholders) as
a result of changes in interest rates and crediting rates to policyholders,
market conditions and other factors (the Company's results of operations and
financial condition are significantly dependent on the Company's ability to
manage effectively its investment spread); (3) that the net change in unrealized
and undistributed gains in private equity limited partnerships will not be
realized or that future losses on such investments will not occur; (4) levels of
surrenders, withdrawals and net redemptions of the Company's retirement-oriented
insurance products and investment management products; (5) relationships with
investment management clients, including levels of assets under management; (6)
the ability of the Company to manage effectively certain risks with respect to
its investment portfolio, including risks relating to holding below investment
grade securities and the ability to dispose of illiquid and/or restricted
securities at desired times and prices, and the ability to manage and hedge
against interest rate changes through asset/liability management techniques; (7)
competition in the sale of the Company's products and services, including the
Company's ability to establish and maintain relationships with distributors of
its products; (8) changes in financial ratings of Keyport or those of its
competitors; (9) the Company's ability to attract and retain key employees,
including senior officers, portfolio managers and sales executives; (10) the
impact of and compliance by the Company with existing and future regulation,
including restrictions on the ability of certain subsidiaries to pay dividends
and any obligations of the Company under any guaranty fund assessment laws; (11)
changes in applicable tax laws which may affect the relative tax advantages and
attractiveness of some of the Company's products; (12) the result of any
litigation or legal proceedings involving the Company; (13) changes in generally
accepted accounting principles and the impact of accounting principles and
pronouncements on the Company's financial condition and results of operations;
(14) changes in the Company's senior debt ratings; (15) changes in operating
expense levels; (16) acquisition risks; and (17) the other risk factors or
uncertainties contained from time to time in any document incorporated by
reference in this report or otherwise filed by the Company under the Exchange
Act. Given these uncertainties, prospective investors are cautioned not to place
undue reliance on such forward-looking statements and no assurances can be given
that the estimates and expectations reflected in such statements will be
achieved.


                                       20
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes during the first three months of 2000
in the Company's market risks or in the methods which the Company uses to manage
such risks, which are described in the Company's Form 10-K for the year ended
December 31, 1999.

                                     PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

     12  Statement re Computation of Ratios
     27  Financial Data Schedule

(b)      REPORTS ON FORM 8-K

     There were no reports on Form 8-K filed during the quarter ended March 31,
2000.


                                       21
<PAGE>

                                   SIGNATURES

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.

               LIBERTY FINANCIAL COMPANIES, INC.

                       /s/ J. Andy Hilbert
               ----------------------------------------
                           J. Andy Hilbert
                    (Duly Authorized Officer and
                       Chief Financial Officer)


Date:   November 14, 2000


                                       22
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NO.         DESCRIPTION                                                                          PAGE

<S>                <C>                                                                                    <C>
       12          Statement re Computation of Ratios                                                     24
       27          Financial Data Schedule                                                                25
</TABLE>


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