Obligation Hartford Financial Group 6.1% ( US416515AP98 ) en USD

Hartford Financial Group

100 % ▲

Etas-Unis

US416515AP98 ( en USD )

6.1% par an ( paiement semestriel )

01/10/2041

Prospectus brochure de l'obligation Hartford Financial Services US416515AP98 en USD 6.1%, échéance 01/10/2041

1 000 USD

408 774 000 USD

416515AP9

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/10/2026 ( Dans 180 jours )

Hartford Financial Services Group, Inc. est une société américaine de services financiers offrant une gamme de produits d'assurance et de gestion d'actifs, axée principalement sur l'assurance dommages, l'assurance vie et la gestion des risques pour les particuliers et les entreprises.

L'Obligation émise par Hartford Financial Group ( Etas-Unis ) , en USD, avec le code ISIN US416515AP98, paye un coupon de 6.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2041

L'Obligation émise par Hartford Financial Group ( Etas-Unis ) , en USD, avec le code ISIN US416515AP98, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Hartford Financial Group ( Etas-Unis ) , en USD, avec le code ISIN US416515AP98, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

AMENDMENT #3 TO FORM S-4
S-4/A 1 y22829a3sv4za.htm AMENDMENT #3 TO FORM S-4
file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (1 of 134)10/24/2006 7:40:41 AM

AMENDMENT #3 TO FORM S-4
Table of Contents
As filed with the Securities and Exchange Commission on September 5, 2006
Registration No. 333-135608
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The Hartford Financial Services Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware

6411

13-3317783
(State or other jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer

incorporation or organization)
Classification Code Number)
Identification Number)
Hartford Plaza
Hartford, Connecticut 06115
(860) 547-5000
(Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices)
Neal S. Wolin, Esq.
Executive Vice President and General Counsel
The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, Connecticut 06115
(860) 547-5000
(Name, address, including ZIP Code, and telephone number, including area code, of agent for service)
With a copy to:

Alan H. Paley, Esq.
Richard J. Sandler
Debevoise & Plimpton LLP
Ethan T. James
919 Third Avenue
Davis Polk & Wardwell

New York, New York 10022
450 Lexington Avenue
(212) 909-6000
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration
Statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company
file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (2 of 134)10/24/2006 7:40:41 AM

AMENDMENT #3 TO FORM S-4
and there is compliance with General Instruction G, check the following box. o
If this Form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. o
CALCULATION OF REGISTRATION FEE

Proposed maximum Proposed maximum
Title of each class of

Amount to be
offering price

aggregate

Amount of
securities to be registered

registered

per unit(1)

offering price

Registration Fee(2)

Senior Notes due 2041
$650,000,000
100%

$650,000,000
$69,550

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of
1933, as amended.
(2) A filing fee of $69,550 was previously paid in connection with the original Form S-4 associated with this amendment and therefore no
additional fee is required.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this
registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (3 of 134)10/24/2006 7:40:41 AM

AMENDMENT #3 TO FORM S-4
Table of Contents
PROSPECTUS AND CONSENT SOLICITATION STATEMENT
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Offers to Exchange Notes Issued by Hartford Life, Inc.
and
Solicitation of Consents to Amend the Related Indenture

Outstanding Principal Amount

Description of HLI Notes

CUSIP No.

$ 250,000,000

7.65% Hartford Life, Inc. Debentures due 2027

416592AC7
$ 400,000,000

7.375% Hartford Life, Inc. Senior Notes due 2031

416592AE3
__________________
The exchange offers will expire at 12:00 midnight, New York City time, on October 3, 2006, unless extended by us (such date and time, as
they may be extended, the "expiration date"). In order to be eligible to receive the early consent payment, holders of the HLI notes must
tender their HLI notes on or prior to 5:00 p.m., New York City time, on September 19, 2006, unless extended by us with respect to one or
both of the exchange offers (such date and time, as they may be extended with respect to one or both of the exchange offers, the "early
consent date").
The Exchange Offers
We are offering to holders of Hartford Life, Inc.'s ("HLI") outstanding 7.65% Debentures due 2027 and 7.375% Senior Notes due 2031, which we refer
to together as the "HLI notes," an opportunity to exchange, for each $1,000 principal amount of HLI notes, $1,000 principal amount of our new Senior
Notes due 2041, or the "HFSG notes", and cash that, together with the "equivalent issue price" (as defined in this prospectus and consent solicitation
statement) of the HFSG notes, equals the "total exchange price" (as defined in this prospectus and consent solicitation statement) for the series of HLI notes
tendered. The total exchange price for each series of HLI notes is based on a fixed spread pricing formula described in this prospectus and consent
solicitation statement. The total exchange price for each series of HLI notes includes an early consent payment of $30, which will be paid only to holders
who validly tender their HLI notes on or prior to the applicable early consent date and do not validly withdraw their tenders. Holders who validly tender
their HLI notes after the applicable early consent date will receive, for each $1,000 principal amount of HLI notes tendered, the total exchange price for that
series of HLI notes, which does not include the early consent payment.
The exchange offers are subject to certain conditions, including the condition that at least a majority in aggregate principal amount of the HLI notes of
each series are validly tendered and not withdrawn and the concurrent completion of the other exchange offer. See "Exchange Offers -- Conditions to the
Exchange Offers and Consent Solicitations." Accordingly, upon consummation of the exchange offers, there will be a minimum of $325,000,000 in
aggregate principal amount of the HFSG notes outstanding.
Determination of the Total Exchange Price
The total exchange price for each series of the HLI notes will equal (a) the discounted value (excluding accrued interest), determined in accordance with
the formula set forth in Annex A to this prospectus and consent solicitation statement, of the remaining payments of principal and interest per $1,000
principal amount of such series of HLI notes through their maturity date, using a discount rate equal to the sum of (i) the bid-side yield to maturity on the
4.50% U.S. Treasury Security due February 15, 2036 (determined as of the "price determination time," as defined in this prospectus and consent solicitation
statement), which we refer to as the "treasury yield", plus (ii) the fixed spread listed below minus (b) in the case of HLI notes tendered after the applicable
early consent date, $30. The total exchange price for each series of HLI notes will be rounded to the nearest cent per $1,000 principal amount of such HLI
notes.

Reference

Outstanding

U.S. Treasury

Fixed Spread
Security

Principal Amount
Maturity Date

Bloomberg Page
Security

(in basis points)

7.65% HLI

Debentures due 2027
$ 250,000,000
June 15, 2027
BBT8
4.50% due February 15, 2036
+102
7.375% HLI Senior

Notes due 2031
$ 400,000,000
March 1, 2031
BBT8
4.50% due February 15, 2036
+105
In addition, holders whose HLI notes are accepted for exchange will receive a cash payment representing accrued and unpaid interest to, but not
including, the settlement date.
file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (4 of 134)10/24/2006 7:40:41 AM

AMENDMENT #3 TO FORM S-4
Determination of the Interest Rate on the HFSG Notes
The interest rate on the HFSG notes will equal (a) the treasury yield plus (b) 1.35% (135 basis points) or, if the rate so determined is not an integral
increment of 0.05% or 0.125%, the interest rate on the HFSG notes will be rounded down to the nearest increment of 0.05% or 0.125%, as the case may be.
Determination of the Equivalent Issue Price of the HFSG Notes
The equivalent issue price of the HFSG notes will equal the discounted value of the payments of principal and interest on $1,000 principal amount of the
HFSG notes through their maturity date, using a discount rate equal to the sum of (a) the treasury yield, plus (b) 1.35% (135 basis points). The equivalent
issue price of the HFSG notes will be rounded to the nearest cent per $1,000 principal amount of HFSG notes.
Amount of Cash Payment
The cash payment for each $1,000 principal amount of each series of HLI notes will be equal to (a) the total exchange price for such HLI notes minus
(b) the equivalent issue price of the HFSG notes to be issued in exchange for such HLI notes.
HLI notes tendered before the applicable early consent date may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on the applicable
early consent date but not thereafter. HLI notes tendered after the applicable early consent date may not be withdrawn.
As a holder of HLI notes, you may give your consent to the proposed amendment to the HLI indenture only by tendering your notes in the exchange
offers. By so tendering, you will be deemed to consent to the amendment of the HLI indenture. We will not be required to complete the exchange offers if
we do not receive valid consents sufficient to effect the amendment of the HLI indenture with respect to each series of HLI notes, but we retain the
discretion to waive this and any other conditions to the exchange offers.
If you would like to tender your HLI notes in the exchange offers, you may do so through DTC's Automated Tender Offer Program (ATOP) or by
following the instructions that appear later in this prospectus and consent solicitation statement and in the related Letter of Transmittal and Consent. If you
tender through ATOP, you do not need to complete the Letter of Transmittal and Consent. If you hold your HLI notes through a broker or other nominee,
only that broker or nominee can tender your HLI notes. In that case, you must instruct your broker or nominee if you want to tender your HLI notes.
We will apply to list the HFSG notes to be issued in these exchange offers on the New York Stock Exchange.
As you review this prospectus and consent solicitation statement, you should carefully consider the matters
described in "Risk Factors" beginning on page 16.
Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved these securities, or determined if this
prospectus and consent solicitation statement is truthful or complete. Any representation to the contrary is a criminal offense.
None of The Hartford Financial Services Group, Inc., Hartford Life, Inc., the exchange and information agent, the trustee under The Hartford Financial
Services Group, Inc. indenture, the trustee under the Hartford Life, Inc. indenture or the dealer managers makes any recommendation as to whether or not
holders of Hartford Life, Inc. notes should exchange their securities in the exchange offers or consent to the proposed amendment to the Hartford Life, Inc.
indenture.
The Dealer Managers for the Exchange Offers and Consent Solicitation are:
Coordinator
Credit Suisse
Citigroup
Deutsche Bank
Securities
The date of this prospectus and consent solicitation statement is September 5, 2006.
file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (5 of 134)10/24/2006 7:40:41 AM

AMENDMENT #3 TO FORM S-4

Table of Contents

Page

About This Prospectus and Consent Solicitation Statement

1
Forward-Looking Statements

2
Prospectus and Consent Solicitation Summary

4
Summary Selected Consolidated Financial Information

13
Risk Factors

16
Ratio of Earnings to Fixed Charges

18
The Exchange Offers

19
The Consent Solicitation

29
Use of Proceeds

31
Capitalization

32
Description of the HFSG Notes

33
Description of Differences Between the HLI Notes and HFSG Notes

44
Certain Material United States Federal Income Tax Consequences

46
Certain Benefit Plan Investor Considerations

51
Legal Matters

53
Experts

53
Where You Can Find Additional Information

53
Incorporation By Reference

53
Annex A

55
Annex B

56
EX-15.01: DELOITTE & TOUCHE LLP LETTER OF AWARENESS
EX-23.01: CONSENT OF DELOITTE & TOUCHE LLP
This prospectus and consent solicitation statement incorporates important business and financial
information about us that is not included in or delivered with this prospectus and consent solicitation
statement. This information is available without charge to you upon written or oral request. If you would like
a copy of any of this information, please submit your request to The Hartford Financial Services Group, Inc.,
Hartford Plaza, Hartford, Connecticut 06115, Attention: Richard G. Costello, Vice President and Corporate
Secretary (Telephone: 860-547-5000).
In order to obtain timely delivery of such materials, you must request documents from us no later than five
business days prior to the applicable early consent date.
i
file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (6 of 134)10/24/2006 7:40:41 AM

AMENDMENT #3 TO FORM S-4
Table of Contents
ABOUT THIS PROSPECTUS AND CONSENT SOLICITATION STATEMENT
This prospectus and consent solicitation statement is part of a registration statement on Form S-4 that we have
filed with the SEC pursuant to the Securities Act of 1933, as amended (the "Securities Act"). We are submitting this
prospectus and consent solicitation statement to holders of HLI notes so they can consider exchanging their HLI
notes for HFSG notes. We may add, update or change information contained in this prospectus and consent
solicitation statement through one or more supplements to this prospectus and consent solicitation statement. Any
statement that we make in this prospectus and consent solicitation statement will be modified or superseded by any
inconsistent statement we make in a prospectus supplement. The rules of the SEC allow us to incorporate by
reference information into this prospectus and consent solicitation statement. This information incorporated by
reference is considered to be a part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. See "Incorporation by Reference." You should read both this
prospectus and consent solicitation statement and any prospectus supplement together with the additional information
described under the heading "Where You Can Find Additional Information."
No person has been authorized to give any information or to make any representations other than those contained
or incorporated by reference in this prospectus and consent solicitation statement and, if given or made, such
information or representations must not be relied upon as having been authorized by The Hartford Financial Services
Group, Inc. or any dealer manager or any of their agents. Neither the delivery of this prospectus and consent
solicitation statement nor any sale made hereunder shall under any circumstances create any implication that there
has been no change in the affairs of The Hartford Financial Services Group, Inc. since the date hereof or that the
information contained or incorporated by reference herein is correct as of any time subsequent to the date of such
information. We are not making the exchange offers to, and we will not accept surrenders for exchange from, holders
of HLI notes in any jurisdiction in which the exchange offers or the acceptance of the exchange offers would violate
the securities or other laws of that jurisdiction.
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus and consent
solicitation statement to "The Hartford," "HFSG," "we," "us" and "our" or similar terms are to The Hartford
Financial Services Group, Inc. and its subsidiaries and references in this prospectus and consent solicitation
statement to "HLI" are to Hartford Life, Inc., our wholly-owned subsidiary.
1
file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (7 of 134)10/24/2006 7:40:41 AM

AMENDMENT #3 TO FORM S-4
Table of Contents
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus and consent solicitation statement and the documents
incorporated by reference herein are forward-looking statements. These forward-looking statements include estimates
and assumptions related to economic, competitive and legislative developments. These forward-looking statements
are subject to change and uncertainty which are, in many instances, beyond our control and have been made based
upon management's expectations and beliefs concerning future developments and their potential effect upon us.
There can be no assurance that future developments will be in accordance with management's expectations or that
the effect of future developments on us will be those anticipated by management. Actual results could differ
materially from those we expect, depending on the outcome of various factors, including, but not limited to, those set
forth in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 (as
updated from time to time). These factors include:

· the difficulty in predicting our potential exposure for asbestos and environmental claims;

· the possible occurrence of terrorist attacks;

· the response of reinsurance companies under reinsurance contracts and the availability, pricing and adequacy of
reinsurance to protect us against losses;

· changes in the stock markets, interest rates or other financial markets, including the potential effect on our
statutory capital levels;

· the inability to effectively mitigate the impact of equity market volatility on our financial position and results of
operations arising from obligations under annuity product guarantees;

· our potential exposure arising out of regulatory proceedings or private claims relating to incentive compensation
or payments made to brokers or other producers and alleged anti-competitive conduct;

· the uncertain effect on us of regulatory and market-driven changes in practices relating to the payment of
incentive compensation to brokers and other producers, including changes that have been announced and those
which may occur in the future;

· the possibility of more unfavorable loss development;

· the incidence and severity of catastrophes, both natural and man-made;

· stronger than anticipated competitive activity;

· unfavorable judicial or legislative developments;

· the potential effect of domestic and foreign regulatory developments, including those which could increase our
business costs and required capital levels;

· the possibility of general economic and business conditions that are less favorable than anticipated;

· our ability to distribute products through distribution channels, both current and future;

· the uncertain effects of emerging claim and coverage issues;

· a downgrade in our financial strength or credit ratings;

file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (8 of 134)10/24/2006 7:40:41 AM

AMENDMENT #3 TO FORM S-4

· the ability of our subsidiaries to pay dividends to us;
2
file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (9 of 134)10/24/2006 7:40:41 AM

AMENDMENT #3 TO FORM S-4
Table of Contents

· our ability to adequately price our property and casualty policies;

· our ability to recover our systems and information in the event of a disaster or other unanticipated event; and

· other factors described in such forward-looking statements.
We undertake no obligation to update our forward-looking statements for any reason, whether as a result of new
information, future events or otherwise.
You should review carefully the sections captioned "Risk Factors" in this prospectus and consent solicitation
statement and in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 (as updated from
time to time) for a more complete discussion of the risks and uncertainties of an investment in the HFSG notes.
3
file:///U|/Tamara/exch%20Hartford%20Finl%20Svcs%20Group%20Inc,%206.10%%20Sr%20Nt%20due%202041.htm (10 of 134)10/24/2006 7:40:41 AM

Document Outline

Local Disk
- #1">AMENDMENT #3 TO FORM S-4