Bond Hartford Financial Group 4.4% ( US416515BD59 ) in USD

Issuer Hartford Financial Group
Market price refresh price now   83.304 %  ▼ 
Country  United States
ISIN code  US416515BD59 ( in USD )
Interest rate 4.4% per year ( payment 2 times a year)
Maturity 14/03/2048



Prospectus brochure of the bond Hartford Financial Services US416515BD59 en USD 4.4%, maturity 14/03/2048


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 416515BD5
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Next Coupon 15/09/2026 ( In 164 days )
Detailed description Hartford Financial Services Group, Inc. is a multinational insurance and investment management company offering a range of property and casualty, group benefits, and mutual funds.

The Bond issued by Hartford Financial Group ( United States ) , in USD, with the ISIN code US416515BD59, pays a coupon of 4.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2048

The Bond issued by Hartford Financial Group ( United States ) , in USD, with the ISIN code US416515BD59, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Hartford Financial Group ( United States ) , in USD, with the ISIN code US416515BD59, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-212778
CALCULATION OF REGISTRATION FEE


Proposed Maximum
Aggregate
Amount of
Title of each Class of
Amount to be
Offering
Registration
Securities to be Registered

Registered

Price

Fee(1)
4.400% Senior Notes due 2048

$500,000,000

$494,985,000

$61,625.63






(1)
The registration fee of $61,625.63 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement to Prospectus dated July 29, 2016.
$500,000,000


The Hartford Financial Services Group, Inc.
4.400% Senior Notes due 2048


We are offering $500,000,000 aggregate principal amount of our 4.400% senior notes due 2048 (the "senior notes"). We will pay interest on the
senior notes semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2018.
The senior notes may be redeemed at our option, at any time in whole or from time to time in part, as described in this prospectus supplement under
the caption "Description of the Senior Notes -- Optional Redemption."
The senior notes will be our unsecured senior obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness
from time to time outstanding.
Investing in the senior notes involves substantial risks. You should carefully consider the risks described under the
"Risk Factors" section of this prospectus supplement beginning on page S-5 and similar sections in our filings with the
Securities and Exchange Commission incorporated by reference herein before buying the senior notes offered hereby.


Neither the Securities and Exchange Commission nor any other securities commission or other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.



Per Senior


Note


Total

Public offering price(1)

98.997%
$494,985,000
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Underwriting discounts


0.875%
$
4,375,000
Proceeds, before expenses, to us

98.122%
$490,610,000

(1)
Plus accrued interest, if any, from March 15, 2018, if settlement occurs after that date.


The underwriters expect to deliver the senior notes only in book-entry form through the facilities of The Depository Trust Company ("DTC") for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A., on or about
March 15, 2018.


Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

J.P. Morgan

US Bancorp
Senior Co-Managers

Barclays

Credit Suisse

Goldman Sachs & Co. LLC
Wells Fargo Securities
Co-Managers

BB&T Capital
BNY Mellon Capital Markets,
Deutsche Bank Securities
Morgan Stanley
Markets

LLC




Prospectus Supplement dated March 13, 2018.
Table of Contents
TABLE OF CONTENTS



Page
Prospectus Supplement

About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-iii
Information Incorporated by Reference
S-iii
Forward-Looking Statements
S-iv
Summary
S-1
Risk Factors
S-5
Use of Proceeds
S-7
Capitalization
S-8
Ratio of Earnings to Fixed Charges
S-9
Description of the Senior Notes
S-10
United States Federal Income Tax Considerations
S-16
Certain ERISA Considerations
S-19
Underwriting
S-21
Validity of the Senior Notes
S-26
Experts
S-26
Prospectus

About This Prospectus

ii
Forward-Looking Statements and Certain Risk Factors

ii
The Hartford Financial Services Group, Inc.

1
Use of Proceeds

2
Description of the Debt Securities

3
Description of Junior Subordinated Debt Securities

15
Description of Capital Stock of The Hartford Financial Services Group, Inc.

28
Description of Depositary Shares

34
Description of Warrants

37
Description of Stock Purchase Contracts and Stock Purchase Units

40
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Plan of Distribution

41
Legal Opinions

43
Experts

43
Where You Can Find More Information

43
Incorporation by Reference

44

S-i
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We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus with respect to this offering filed by us with the Securities and Exchange Commission, or the SEC. We
have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you.
You should assume that the information contained and incorporated by reference in this prospectus supplement, the accompanying prospectus
and any free writing prospectus with respect to this offering filed by us with the SEC is only accurate as of the respective dates of such documents.
Our business, financial condition, results of operations and prospects may have changed since those dates. We are offering to sell, and seeking
offers to buy, the senior notes only in jurisdictions where such offers and sales are permitted.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the senior notes and
also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information, some of which may not
apply to this offering of the senior notes.
If the description of this offering of the senior notes in the accompanying prospectus is different from the description in this prospectus supplement,
you should rely on the information contained in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplement
and the accompanying prospectus and the additional information described under "Where You Can Find More Information" and "Information Incorporated
by Reference" in this prospectus supplement before deciding whether to invest in the senior notes offered by this prospectus supplement.
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to
"The Hartford," "we," "us" and "our" or similar terms are to The Hartford Financial Services Group, Inc. and not to any of its subsidiaries, and references
in this prospectus supplement to "the Company" are to The Hartford Financial Services Group, Inc. and its subsidiaries, collectively.
You should not consider any information in this prospectus supplement, the accompanying prospectus or any free writing prospectus filed with
respect to this offering by us with the SEC to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for
legal, tax, business, financial and related advice regarding the purchase of the senior notes offered by this prospectus supplement.
Currency amounts in this prospectus supplement are stated in U.S. dollars.

S-ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement is part of our registration statement on Form S-3 (File No. 333-212778) that we filed with the SEC. The registration
statement, including the attached exhibits, contains additional relevant information about us. The rules of the SEC allow us to omit from this prospectus
supplement and the accompanying prospectus some of the information included in the registration statement. This information may be read and copied at
the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the operation of these public reference facilities. The SEC maintains an Internet site, http://www.sec.gov, which contains reports, proxy and information
statements and other information regarding issuers that are subject to the SEC's reporting requirements.
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We fulfill our
obligations with respect to such requirements by filing periodic reports and other information with the SEC. These reports and other information are
available as provided above and may also be inspected at the offices of The New York Stock Exchange at 20 Broad Street, New York, New York 10005.
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INFORMATION INCORPORATED BY REFERENCE
The rules of the SEC allow us to incorporate by reference information into this prospectus supplement. The information incorporated by reference is
considered to be a part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this
information. This prospectus supplement incorporates by reference the documents listed below:


· our Annual Report on Form 10-K for the year ended December 31, 2017 (the "2017 Form 10-K");

· our Definitive Proxy Statement filed on April 6, 2017 (other than information in the Definitive Proxy Statement that is not specifically

incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2016);


· our Current Report on Form 8-K filed on March 13, 2018; and

· all documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of this prospectus supplement

and prior to the termination of this offering (other than information in the documents that is deemed not to be filed and that is not specifically
incorporated by reference into this prospectus supplement).
Any statement made in this prospectus supplement, the accompanying prospectus or in a document incorporated by reference in this prospectus
supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in any other
subsequently filed document that is also incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
You can obtain any of the filings incorporated by reference in this prospectus supplement through us or from the SEC through the SEC's Internet site
or at the address listed above. We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus
supplement is delivered, upon written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be
incorporated by reference in this prospectus supplement. You should direct requests for those documents to The Hartford Financial Services Group, Inc.,
One Hartford Plaza, Hartford, Connecticut 06155, Attention: Investor Relations (telephone: (860) 547-8691).

S-iii
Table of Contents
FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein or incorporated by reference in this prospectus supplement and the accompanying prospectus are forward-
looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "projects" and similar references to future
periods.
Forward-looking statements are based on our current expectations and assumptions regarding economic, competitive, legislative and other
developments. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. They have been made based upon management's expectations and beliefs concerning future developments and their potential effect
upon us. Future developments may not be in line with management's expectations or have unanticipated effects. Actual results could differ materially from
expectations, depending on the evolution of various factors, including, but not limited to, those set forth in this prospectus supplement, those set forth in
Part I, Item 1A. Risk Factors of our 2017 Form 10-K and such other risk factors or similar information as included from time to time in our other filings
with the SEC. These important risks and uncertainties include:


· Risks Relating to Economic, Political and Global Market Conditions:

·
challenges related to the Company's current operating environment, including global political, economic and market conditions, and the

effect of financial market disruptions, economic downturns or other potentially adverse macroeconomic developments on the demand
for our products and returns in our investment portfolios;


·
financial risk related to the continued reinvestment of our investment portfolios;

·
market risks associated with our business, including changes in credit spreads, equity prices, interest rates, inflation rate, market

volatility and foreign exchange rates;


·
the impact on our investment portfolio if our investment portfolio is concentrated in any particular segment of the economy;


· Insurance Industry and Product-Related Risks:


·
the possibility of unfavorable loss development, including with respect to long-tailed exposures;


·
the possibility of a pandemic, earthquake, or other natural or man-made disaster that may adversely affect our businesses;
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·
weather and other natural physical events, including the severity and frequency of storms, hail, winter storms, hurricanes and tropical

storms, as well as climate change and its potential impact on weather patterns;

·
the possible occurrence of terrorist attacks and the Company's inability to contain its exposure as a result of, among other factors, the

inability to exclude coverage for terrorist attacks from workers' compensation policies and limitations on reinsurance coverage from
the federal government under applicable laws;

·
the Company's ability to effectively price its property and casualty policies, including its ability to obtain regulatory consents to

pricing actions or to non-renewal or withdrawal of certain product lines;


·
actions by competitors that may be larger or have greater financial resources than we do;

·
technological changes, such as usage-based methods of determining premiums, advancements in automotive safety features, the

development of autonomous vehicles, and platforms that facilitate ride sharing, which may alter demand for the Company's products,
impact the frequency or severity of losses, and/or impact the way the Company markets, distributes and underwrites its products;

S-iv
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·
the Company's ability to market, distribute and provide insurance products and investment advisory services through current and future

distribution channels and advisory firms;


·
the uncertain effects of emerging claim and coverage issues;


· Financial Strength, Credit and Counterparty Risks:

·
risks to our business, financial position, prospects and results associated with negative rating actions or downgrades in the Company's

financial strength and credit ratings or negative rating actions or downgrades relating to our investments;

·
the impact on our statutory capital of various factors, including many that are outside the Company's control, which can in turn affect

our credit and financial strength ratings, cost of capital, regulatory compliance and other aspects of our business and results;


·
losses due to nonperformance or defaults by others, including sourcing partners, derivative counterparties and other third parties;

·
the potential for losses due to our reinsurers' unwillingness or inability to meet their obligations under reinsurance contracts and the

availability, pricing and adequacy of reinsurance to protect the Company against losses;


·
regulatory limitations on the ability of the Company and certain of its subsidiaries to declare and pay dividends;


· Risks Relating to Estimates, Assumptions and Valuations:

·
risk associated with the use of analytical models in making decisions in key areas such as underwriting, capital management, hedging,

reserving, and catastrophe risk management;

·
the potential for differing interpretations of the methodologies, estimations and assumptions that underlie the Company's fair value

estimates for its investments and the evaluation of other-than-temporary impairments on available-for-sale securities;


·
the significant uncertainties that limit our ability to estimate the ultimate reserves necessary for asbestos and environmental claims;


· Strategic and Operational Risks:

·
the Company's ability to maintain the availability of its systems and safeguard the security of its data in the event of a disaster, cyber or

other information security incident or other unanticipated event;

·
the risks, challenges and uncertainties associated with capital management plans, expense reduction initiatives and other actions, which

may include acquisitions, divestitures or restructurings;


·
the potential for difficulties arising from outsourcing and similar third-party relationships;


·
the Company's ability to protect its intellectual property and defend against claims of infringement;


· Regulatory and Legal Risks:

·
the cost and other potential effects of increased regulatory and legislative developments, including those that could adversely impact the

demand for the Company's products, operating costs and required capital levels;


·
unfavorable judicial or legislative developments;


·
the impact of changes in federal or state tax laws;
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S-v
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·
regulatory requirements that could delay, deter or prevent a takeover attempt that shareholders might consider in their best interests;


·
the impact of potential changes in accounting principles and related financial reporting requirements;


· Risks Related to the Company's Life and Annuity Business in Discontinued Operations

·
the risks related to the Company's ability to close its previously announced sale of its life and annuity run-off book of business, which

is subject to several closing conditions, including many that are outside of the Company's control;


·
the risks related to political, economic and global economic conditions, including interest rate, equity and credit spread risks;


·
the impact on our investment portfolio if our investment portfolio is concentrated in any particular segment of the economy;

·
risks related to negative rating actions or downgrades in the financial strength and credit ratings of Hartford Life Insurance Company or

Hartford Life and Annuity Insurance Company or negative rating actions or downgrades relating to our investments;

·
the volatility in our statutory and United States ("U.S.") Generally Accepted Accounting Principles ("GAAP") earnings and potential

material changes to our results resulting from our risk management program to emphasize protection of economic value;


·
the potential for losses due to our reinsurers' unwillingness or inability to meet their obligations under reinsurance contracts;

·
the potential for differing interpretations of the methodologies, estimations and assumptions that underlie the fair value estimates for

investments and the evaluation of other-than-temporary impairments on available for sale securities;

·
the potential for further acceleration of deferred policy acquisition cost amortization and an increase in reserves for certain guaranteed

benefits in our variable annuities;


·
changes in federal or state tax laws that would impact the tax-favored status of life and annuity contracts; and

·
changes in accounting and financial reporting of the liability for future policy benefits, including how the life and annuity businesses

account for deferred acquisition costs and market risk benefits on variable annuity contracts and the discounting of life contingent fixed
annuities.
Any forward-looking statement made by us in this prospectus supplement, the accompanying prospectus, any document incorporated by
reference herein or therein or any free writing prospectus filed by us with the SEC speaks only as of the date on which it is made. Factors or
events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake
no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

S-vi
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SUMMARY
The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference into this
prospectus supplement or the accompanying prospectus. Because this is a summary, it may not contain all of the information that is important to you.
Before making an investment decision, you should read the entire prospectus supplement, the accompanying prospectus and the documents
incorporated by reference, including the section entitled "Risk Factors" in this prospectus supplement and Part I, Item 1A, of our 2017 Form 10-K.
The Hartford Financial Services Group, Inc.
The Hartford Financial Services Group, Inc. is a holding company for a group of subsidiaries that provide property and casualty insurance,
group benefits and mutual funds to individual and business customers in the United States and continues to administer life insurance products
previously sold. The Hartford is headquartered in Connecticut and its oldest subsidiary, Hartford Fire Insurance Company, dates to 1810.
Our principal executive offices are located at One Hartford Plaza, Hartford, Connecticut 06155, and our telephone number is (860) 547-5000.
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Sale of Our Life and Annuity Run-off Business
On December 3, 2017, Hartford Holdings, Inc., a Delaware corporation ("Seller") and a direct wholly-owned subsidiary of The Hartford,
entered into a Stock and Asset Purchase Agreement with Hopmeadow Acquisition, Inc. ("Buyer"), Hopmeadow Holdings, LP ("Buyer Parent") and
Hopmeadow Holdings GP LLC ("Buyer Parent GP") to sell all of the issued and outstanding equity of Hartford Life, Inc. ("HLI"), which, together
with HLI's run-off life and annuity insurance subsidiaries, will comprise the Talcott Resolution business ("Talcott Resolution") at closing. Buyer,
Buyer Parent and Buyer Parent GP are funded by a group of investors (the "Investor Group") led by Cornell Capital LLC, Atlas Merchant Capital
LLC, TRB Advisors LP, Global Atlantic Financial Group, Pine Brook and J. Safra Group. Seller will be a member of the Investor Group.
Total consideration for the sale is $2.05 billion, comprised of $1.443 billion in cash to be paid by Buyer at closing; $300 million in pre-closing
cash dividends paid from Talcott Resolution to Seller; $143 million of HLI long-term debt that will be included as part of the sale; and equity interests
representing 9.7% of the outstanding equity interests of each of Buyer Parent and Buyer Parent GP valued at $164 million.
The estimated GAAP net loss on sale and the results of operations of Talcott Resolution of $3.1 billion are reported as discontinued operations
beginning in the fourth quarter of 2017, and continuing through closing. As discontinued operations, the results of operations of Talcott Resolution are
excluded from income from continuing operations and from core earnings, a non-GAAP financial measure, for all periods presented in the
Company's financial statements. The estimated loss on discontinued operations is subject to a final determination of the tax basis of the operations
sold. The transaction is anticipated to close by June 30, 2018, subject to regulatory approval and other closing conditions. See Note 20 ­ Business
Dispositions and Discontinued Operations of Notes to Consolidated Financial Statements of our 2017 Form 10-K.
Recent Developments
The Company expects to enter into an amendment to its existing credit agreement with certain financial institutions (the "Credit Agreement")
on or about the end of March 2018 (the "Proposed Amendment").

S-1
Table of Contents
The Proposed Amendment would reset the level of the Company's minimum consolidated net worth financial covenant to $9 billion, from its
current $13.5 billion, and will make certain other updates to the Credit Agreement. The Proposed Amendment will also provide for the automatic
replacement of the Credit Agreement with an amended and restated credit agreement upon and subject to the occurrence of the closing of the Talcott
sale, which is expected to (i) decrease the aggregate principal amount of the facility from $1 billion to $750 million, (ii) change the maturity date to
the date that is five years from the date of the Proposed Amendment, (iii) modify the liens covenant and certain other covenants therein and (iv) make
other amendments and modifications to be agreed.

S-2
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The Offering

Issuer
The Hartford Financial Services Group, Inc.

Securities Offered
$500,000,000 aggregate principal amount of 4.400% senior notes due 2048.

Denominations
The senior notes will be issued in minimum denominations of $2,000 principal amount and
multiples of $1,000 in excess thereof.

Maturity Date
March 15, 2048.

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Interest
Interest on the senior notes will accrue from the issue date until maturity at a rate of 4.400%
per year.

We will pay interest on the senior notes semi-annually in arrears on March 15 and

September 15 of each year, beginning on September 15, 2018. Interest will be computed on
the basis of a 360-day year consisting of twelve 30-day months.

Further Issuances
There is no limit on the aggregate principal amount of senior notes that we may issue.
Subject to certain tax limitations, we reserve the right, from time to time and without the
consent of any holders, to re-open the series of which the senior notes are a part and issue
additional senior notes on terms identical in all respects to the outstanding senior notes
(except the date of issuance, the date interest begins to accrue and, in certain circumstances,
the first interest payment date), so that such additional senior notes shall be consolidated
with, form a single series with and increase the aggregate principal amount of the outstanding
senior notes.

Use of Proceeds
We estimate that the net proceeds from this offering of our senior notes will be
approximately $489,510,000, after deducting underwriting discounts and the estimated
expenses of the offering that we will pay.

We intend to use a portion of the net proceeds from this offering for the full repayment at
maturity of our $320 million principal amount of our 6.300% senior notes due 2018 ("Senior

Notes due 2018") on March 15, 2018. The balance of the proceeds will be used for general
corporate purposes.

Risk Factors
See "Risk Factors" beginning on page S-5 of this prospectus supplement and similar sections
in our filings with the SEC incorporated by reference herein before buying the senior notes
offered hereby.

Indenture
We will issue the senior notes under an indenture between us and The Bank of New York
Mellon Trust Company, N.A., as trustee.

Ranking
The senior notes will be our unsecured senior indebtedness and will rank equally with all of
our other unsecured and unsubordinated indebtedness from time to time outstanding.

S-3
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Optional Redemption
Prior to September 15, 2047 (6 months prior to maturity), we may redeem the senior notes at
our option, at any time in whole, or from time to time in part, at a redemption price equal to
the greater of:


· 100% of the principal amount of the senior notes being redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and
interest on the senior notes to be redeemed (assuming the senior notes matured on
September 15, 2047) (exclusive of interest accrued to the date of redemption)

discounted to the date of redemption of the senior notes on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Rate (as defined in this prospectus supplement) plus 25 basis points.

In each case, we will pay the accrued and unpaid interest on the principal amount being

redeemed to the date of redemption. See "Description of the senior notes -- Optional
Redemption."

On or after September 15, 2047, we may redeem the senior notes at our option, in whole or
in part, at any time at a redemption price equal to 100% of the principal amount of the senior
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notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date,
as described under "Description of the senior notes -- Optional Redemption."

No Listing
The senior notes constitute a new issue of securities with no established trading market. We
do not intend to have the senior notes listed on a national securities exchange or to arrange
for quotation on any automated dealer quotation systems. We cannot assure you that an
active after-market for the senior notes will develop or be sustained, that holders of the
senior notes will be able to sell their senior notes or that holders of the senior notes will be
able to sell their senior notes at favorable prices.

Form
The senior notes will be represented by one or more global notes that will be deposited with
and registered in the name of The Depository Trust Company, or DTC, or its nominee for the
accounts of its participants, including Euroclear Bank S.A./N.V., or Euroclear, as operator of
the Euroclear System, and Clearstream Banking, S.A., or Clearstream. Transfers of
ownership interests in the global notes will be effected only through entries made on the
books of DTC participants acting on behalf of beneficial owners.

Trustee and Principal Paying Agent
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The State of New York.

S-4
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RISK FACTORS
An investment in the senior notes offered hereby is subject to certain risks. The trading price of the senior notes could decline due to any of these
risks, and you may lose all or part of your investment. Before you decide to invest in the senior notes you should consider the risk factors below relating to
our business and this offering, as well as other trends, risks and uncertainties identified in our 2017 Form 10-K and in the other documents incorporated
by reference into this prospectus supplement and the accompanying prospectus. The following risk factors are not necessarily listed in order of
importance.
Risks Related to the Senior Notes
The secondary market for the senior notes may be illiquid.
The senior notes are a new issue of securities with no established trading market. We do not intend to apply to list the senior notes on any securities
exchange or to arrange for quotation of the senior notes on any automated dealer quotation system. We cannot give any assurance as to the liquidity of any
trading market for the senior notes. The lack of a trading market could adversely affect your ability to sell your senior notes and the price at which you may
be able to sell your senior notes.
Changes in our credit ratings, the debt markets or other factors could adversely affect the market price of the senior notes.
The market price for the senior notes depends on many factors, including, among other things:


· our credit ratings with major credit rating agencies, including with respect to the senior notes;


· the prevailing interest rates being paid by other companies similar to us;


· our operating results, financial condition, financial performance and future prospects; and

· economic, financial, geopolitical, regulatory and judicial events that affect us, the industries and markets in which we are doing business and

the financial markets generally, including continuing uncertainty in the global economy, the impact of governmental stimulus or austerity
initiatives, and sovereign credit concerns in Europe and other key economies.
We may redeem the senior notes prior to their maturity date and you may not be able to reinvest the proceeds in a comparable security.
We may, at our option, redeem, in whole or in part, the senior notes at any time and from time to time at the applicable redemption price described
herein under "Description of the Senior Notes--Optional Redemption." In the event we choose to redeem your senior notes, you may not be able to
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reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the senior notes.
The closing of the sale of our life and annuity run-off business is subject to risks and uncertainties.
On December 4, 2017, the Company announced the sale of its life and annuity runoff business to Buyer whereby a subsidiary of the Company will
sell all of the issued and outstanding equity of HLI to Buyer. The sale is expected to close by June 30, 2018.
The closing of the sale is subject to regulatory approval and other closing conditions, many of which are beyond the Company's control. The
Company cannot predict with certainty whether all of the required closing conditions will be satisfied or waived or if other uncertainties may arise. In
addition, regulators could impose additional requirements or obligations as conditions for their approvals, which may be burdensome. As a result,

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the sale may not be completed or may be delayed and the Company may lose some or all of the intended benefits of the sale.
The closing of this offering is not conditioned on the closing of the sale. Accordingly, if the sale does not close, investors in this offering will own
debt in the Company without giving effect to the intended sale and will have no rights with regard thereto.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering of our senior notes will be approximately $489,510,000, after deducting underwriting discounts and
the estimated expenses of the offering that we will pay. We intend to use a portion of the net proceeds from this offering for the full repayment at maturity
of our $320 million principal amount of our Senior Notes due 2018 on March 15, 2018. The balance of the proceeds will be used for general corporate
purposes.

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CAPITALIZATION
The following table sets forth our capitalization (on a carrying value basis) as of December 31, 2017:


· on an actual basis;


· on an as adjusted basis to give effect to the refinancing of debt; and


· on an as further adjusted pro forma basis to give effect to the sale of Talcott Resolution.
You should read the data set forth in the table below in conjunction with our audited consolidated financial statements, including the related notes,
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" from our 2017 Form 10-K, incorporated by reference
herein.



As of December 31, 2017

As further
adjusted on a
pro forma basis
As adjusted for
for the sale of
the refinancing
Talcott


Actual
of debt(1)


Resolution

(Unaudited, $ in millions, except per


share data)

Total Short-Term Debt(1)

$
320
$
--

$
--
Long-Term Debt:



Notes offered hereby


--

500


500
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