Obligation Hartford Financial Group 5.125% ( US416518AB42 ) en USD

Société émettrice Hartford Financial Group
Prix sur le marché 100 %  ▼ 
Pays  Etas-Unis
Code ISIN  US416518AB42 ( en USD )
Coupon 5.125% par an ( paiement semestriel )
Echéance 15/04/2022 - Obligation échue



Prospectus brochure de l'obligation Hartford Financial Services US416518AB42 en USD 5.125%, échue


Montant Minimal 2 000 USD
Montant de l'émission 800 000 000 USD
Cusip 416518AB4
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée 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 US416518AB42, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/04/2022







Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
424B2 1 d321576d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
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)
4.00% Senior Notes due 2017

$325,000,000 $325,000,000
$37,245
5.125% Senior Notes due 2022

$800,000,000 $800,000,000
$91,680
6.625% Senior Notes due 2042

$425,000,000 $425,000,000
$48,705



(1) The registration fee of $177,630 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
1 of 104
4/4/2012 11:23 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-168532

Prospectus Supplement to Prospectus dated August 4, 2010.
$1,550,000,000


4.000% Senior Notes due 2017
5.125% Senior Notes due 2022
6.625% Senior Notes due 2042


We are offering $325,000,000 aggregate principal amount of our 4.000% senior notes due 2017 (the "2017 Notes"), $800,000,000 aggregate principal amount of our 5.125%
senior notes due 2022 (the "2022 Notes") and $425,000,000 aggregate principal amount of our 6.625% senior notes due 2042 (the "2042 Notes," and col ectively with the 2017
Notes and the 2022 Notes, the "senior notes" or the "notes"). We will pay interest on these senior notes semi-annually in arrears on April 15 and October 15 of each year, beginning
on October 15, 2012.
The senior notes of each series 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.
Concurrently with this offering, we are offering, by means of a separate prospectus supplement, $600 million aggregate principal amount of our 7.875% fixed-to-floating rate
junior subordinated debentures due 2042. Neither this offering nor the concurrent offering of our junior subordinated debentures is conditioned upon the successful completion of the
other offering.
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 any
of 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.


Public
Proceeds, before
offering
Underwriting
expenses, to us


price(1)

discounts

(1)

Per 2017 Note

99.920%
$ 1,950,000
$ 322,790,000
Per 2022 Note

99.456%
$ 5,200,000
$ 790,448,000
Per 2042 Note

99.893%
$ 3,718,750
$ 420,826,500
Total

--
$10,868,750
$1,534,064,500
(1) Plus accrued interest, if any, from April 5, 2012, 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 for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and
Clearstream Banking, société anonyme, on or about April 5, 2012.


Joint Structuring Advisors and Joint Book-Running Managers

Joint Book-Running Managers

BofA Merrill Lynch

Barclays
Deutsche Bank Securities
J.P. Morgan
Senior Co-Managers
2 of 104
4/4/2012 11:23 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
Credit Suisse
UBS Investment Bank
US Bancorp


Wells Fargo Securities
Junior Co-Managers
BB&T Capital Markets
BNY Mellon Capital Markets, LLC
Lloyds Securities
PNC Capital Markets LLC
RBS


SMBC Nikko
The Williams Capital Group, L.P.


Prospectus Supplement dated April 2, 2012.
3 of 104
4/4/2012 11:23 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-iii
Information Incorporated by Reference
S-iv
Forward-Looking Statements
S-v

Prospectus Supplement Summary
S-1

Risk Factors
S-5

Warrant and Debenture Repurchase and Concurrent Transactions
S-23
Use of Proceeds
S-24
Capitalization
S-25
Ratio of Earnings to Fixed Charges
S-26
Description of the Senior Notes
S-27
Certain United States Federal Income Tax Considerations
S-32
Benefit Plan Investor Considerations
S-34
Underwriting
S-36
Validity of the Senior Notes
S-39
Experts
S-40
Prospectus

About This Prospectus
ii

Forward-Looking Statements and Certain Risk Factors
ii

The Hartford Financial Services Group, Inc.
1

Use of Proceeds
1

Description of the Debt Securities
1

Description of Junior Subordinated Debt Securities
16

Description of Capital Stock of The Hartford Financial Services Group, Inc.
30

Description of Depositary Shares
36

Description of Warrants
39

Description of Stock Purchase Contracts and Stock Purchase Units
41

Plan of Distribution
42

Legal Opinions
44

Experts
44

Where You Can Find More Information
45

Incorporation by Reference
45


S-i
4 of 104
4/4/2012 11:23 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
Table of Contents
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the
accompanying prospectus and in 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 or the accompanying prospectus 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 any of the senior notes offered by this prospectus supplement.
Currency amounts in this prospectus supplement are stated in U.S. dollars.


This prospectus supplement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom
or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The senior notes are
only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such senior notes will be
engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its
contents.
No action has been or will be taken by us that would permit a public offering of the senior notes, or possession or distribution of
this prospectus supplement or the accompanying prospectus or any other offering or publicity material relating to the senior notes, in
any country or jurisdiction outside the United States where, or in any circumstances in which, action for that purpose is required.
Accordingly, the senior notes may not be offered or sold, directly or indirectly, and this prospectus supplement, the accompanying
prospectus and any other offering or publicity material relating to the senior notes may not be distributed or published, in or from any
country or jurisdiction outside the United States except under circumstances that will result in compliance with applicable laws and
regulations.

S-ii
5 of 104
4/4/2012 11:23 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement is part of a registration statement 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.

S-iii
6 of 104
4/4/2012 11:23 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
Table of Contents
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:


Y our Annual Report on Form 10-K for the year ended December 31, 2011;

Y our Definitive Proxy Statement filed on April 7, 2011 (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, 2010);

Y our Current Reports on Form 8-K filed on January 6, 2012, March 21, 2012 (other than information in the March 21, 2012
Current Report on Form 8-K that is deemed not to be filed), March 23, 2012 (with respect to Compensatory Arrangements of

Certain Officers) and April 2, 2012 (other than information in the April 2, 2012 Current Report on Form 8-K that is deemed
not to be filed); and

Y 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) 547-5000).

S-iv
7 of 104
4/4/2012 11:23 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
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 Annual Report on Form 10-K for the year ended December 31, 2011 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:

Y challenges related to our current operating environment, including continuing uncertainty about the strength and speed of the
recovery in the United States and other key economies and the impact of governmental stimulus and austerity initiatives,
sovereign credit concerns, including the potential consequences associated with recent and further potential downgrades to

the credit ratings of debt issued by the United States government, European sovereigns and other adverse developments on
financial, commodity and credit markets and consumer spending and investment, including in respect of Europe, and the effect
of these events on our returns in our life and property and casualty investment portfolios and our hedging costs associated
with our variable annuities business;

Y the risks, challenges and uncertainties associated with our March 21, 2012 announcement that we will focus on our Property
and Casualty, Group Benefits and Mutual Fund businesses, place our Individual Annuity business into runoff and pursue sales

or other strategic alternatives for the Individual Life, Woodbury Financial Services and Retirement Plans businesses and
related implementation plans and goals and objectives, as set forth in our Current Report on Form 8-K dated March 21, 2012;

Y the risk that we may not realize the benefits from the proposed repurchase of the 10% fixed-to-floating rate junior

subordinated debentures due 2068 and the related proposed financing transactions as announced on April 2, 2012;

Y the success of our initiatives relating to the realignment of our businesses, including the continuing realignment of our hedge
program for our variable annuity business, and plans to improve the profitability and long-term growth prospects of our key

divisions, including through opportunistic acquisitions or divestitures or other actions or initiatives, and the impact of
regulatory or other constraints on our ability to complete these initiatives and deploy capital among our businesses as and
when planned;

Y market risks associated with our business, including changes in interest rates, credit spreads, equity prices, market volatility

and foreign exchange rates, and implied volatility levels, as well as continuing uncertainty in key sectors such as the global
real estate market;


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

Y volatility in our earnings and potential material changes to our results resulting from our adjustment of our risk management

program to emphasize protection of statutory surplus and cash flows;

Y the impact on our statutory capital of various factors, including many that are outside our 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;

Y risks to our business, financial position, prospects and results associated with negative rating actions or downgrades in our

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

S-v
8 of 104
4/4/2012 11:23 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
Table of Contents
Y the potential for differing interpretations of the methodologies, estimations and assumptions that underlie the valuation of our

financial instruments that could result in changes to investment valuations;

Y the subjective determinations that underlie our evaluation of other-than-temporary impairments on available-for-sale

securities;


Y losses due to nonperformance or defaults by others;


Y the potential for further acceleration of deferred policy acquisition cost amortization;

Y the potential for further impairments of our goodwill or the potential for changes in valuation allowances against deferred tax

assets;

Y the possible occurrence of terrorist attacks and our ability to contain our exposure, including the effect of the absence or

insufficiency of applicable terrorism legislation on coverage;


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


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

Y the possibility of a pandemic, earthquake, or other natural or man-made disaster that may adversely affect our businesses and

cost and availability of reinsurance;

Y 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;

Y the response of reinsurance companies under reinsurance contracts and the availability, pricing and adequacy of reinsurance

to protect us against losses;


Y actions by our competitors, many of which are larger or have greater financial resources than we do;


Y the Company's ability to distribute its products through distribution channels, both current and future;

Y the cost and other effects of increased regulation as a result of the enactment of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 (the "Dodd-Frank Act"), which, among other effects, has resulted in the establishment of a

newly created Financial Services Oversight Council with the power to designate "systemically important" institutions, will
require central clearing of, and/or impose new margin and capital requirements on, derivatives transactions, and created a
new "Federal Insurance Office" within the U.S. Department of the Treasury ("Treasury");


Y unfavorable judicial or legislative developments;


Y the uncertain effects of emerging claim and coverage issues;

Y the potential effect of other domestic and foreign regulatory developments, including those that could adversely impact the
demand for our products, operating costs and required capital levels, including changes to statutory reserves and/or

risk-based capital requirements related to secondary guarantees under universal life and variable annuity products or changes
in U.S. federal or other tax laws that affect the relative attractiveness of our investment products;


Y regulatory limitations on our ability and certain of our subsidiaries' ability to declare and pay dividends;

Y our ability to effectively price our property and casualty policies, including our ability to obtain regulatory consents to

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

Y our ability to maintain the availability of our systems and safeguard the security of our data in the event of a disaster, cyber or

other information security incident or other unanticipated event;


Y the risk that our framework for managing business risks may not be effective in mitigating material risk and loss;


Y the potential for difficulties arising from outsourcing relationships;

Y the impact of potential changes in federal or state tax laws, including changes affecting the availability of the separate

account dividend received deduction;

S-vi
9 of 104
4/4/2012 11:23 AM


Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/874766/000119312512148647/...
Table of Contents

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


Y our ability to protect our intellectual property and defend against claims of infringement; and


Y other factors described in such forward-looking statements.
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-vii
10 of 104
4/4/2012 11:23 AM