8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2017

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13958	13-3317783
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	The Hartford Financial Services Group, Inc. One Hartford Plaza Hartford, Connecticut	06155
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 547-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[ ] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01. Entry into a Material Definitive Agreement.

On June 23, 2017, The Hartford Financial Services Group, Inc. (the “Company”) entered into a commitment agreement (the “Agreement”) by and among the Company, The Prudential Insurance Company of America (“Prudential”), and State Street Global Advisors Trust Company ("State Street"), an independent fiduciary to The Hartford Retirement for U.S. Employees (the “Plan”). Pursuant to the Agreement, the Plan will purchase a group annuity contract from Prudential and transfer to Prudential the future pension benefit obligations and annuity administration for certain retirees and former employees with vested pension benefits (or their beneficiaries) (“Transferred Participants”).

Upon issuance of the group annuity contract, the pension benefit obligations for approximately 16,000 Transferred Participants will be transferred to Prudential, which will guarantee the pension benefits of the Transferred Participants. By transferring the obligations to Prudential, the Company will reduce its approximate $5.6 billion in U.S. qualified pension plan liabilities by approximately $1.6 billion, or 29%. The purchase of the group annuity contract will be funded directly by the Plan's assets.

The transactions are subject to customary closing conditions for these types of commitment agreements. Assuming all of the closing conditions are met, the Company expects the transactions contemplated under the Agreement to be completed by June 30, 2017. All Transferred Participants will continue to receive their benefits from the Plan until November 1, 2017, at which time Prudential will assume responsibility for administrative and customer service support, including distribution of payments to the Transferred Participants.

The foregoing description does not purport to be complete and is qualified in its entirety by the provisions of the Agreement, which will be filed with the Company's quarterly report for the quarter ended June 30, 2017.

Item 7.01 Regulation FD Disclosure

On June 26, 2017, the Company issued a press release announcing that it entered into the Agreement described in Item 1.01 above. The press release is furnished as Exhibit 99.1 to this Form 8-K. The information furnished in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01Other Events

As a result of the transactions described under Item 1.01 above, the Company expects to recognize in second quarter 2017 a pension settlement charge to net income of approximately $485 million, after-tax, and a reduction to stockholder’s equity of approximately $140 million, or $0.37 per diluted share based on March 31, 2017 shares outstanding.

In order to maintain the Plan’s pre-transaction funded status, the Company intends to make a contribution of approximately $300 million to the Plan by year-end 2017.

Cautionary Statement Regarding Forward-Looking Information

Some of the statements in this release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.These forward-looking statements include statements relating to the financial impact of the purchase of the group annuity contract, including, without

limitation, the reduction to the pension benefit liability, the funding status of and future contribution to the Plan, the settlement charge to net income, and the impact to stockholder’s equity, and are based on current expectations and assumptions. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Investors should consider the important risks and uncertainties that may cause actual results to differ. These important risks and uncertainties include those discussed in our 2016 Annual Report on Form 10-K, subsequent Quarterly Reports on Forms 10-Q, and the other filings we make with the Securities and Exchange Commission. We assume no obligation to update this release, which speaks as of the date issued.

Item 9.01. Financial Statements and Exhibits.

	EXHIBITS
Exhibits	Description
99.1	Press Release dated June 26, 2017

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 hereunto duly authorized.

	The Hartford Financial Services Group, Inc.
June 26, 2017	By:	/s/ Beth A. Bombara
		Name: Beth A. Bombara
		Title: Executive Vice President and Chief Financial Officer

EX-99.1

NEWS RELEASE

The Hartford Reduces Pension Liabilities By $1.6 Billion

Company to purchase group annuity contract from Prudential to transfer responsibility for pension benefits for approximately 16,000 former employees

HARTFORD, Conn., June 26, 2017 - The Hartford has entered into an agreement with Prudential Financial, Inc. (NYSE: PRU) for the company’s pension plan to purchase a group annuity contract and transfer $1.6 billion, or 29 percent of The Hartford’s $5.6 billion in U.S. qualified pension plan liabilities.

The agreement will transfer responsibility for current and future pension benefits for about 16,000 former employees, or about 38 percent of The Hartford’s U.S. pension plan participants, to Prudential effective with the settlement of the transaction, which is expected to occur on June 30, 2017. There will be no change to the pension benefits for any plan participants as a result of this transaction.

“We are pleased that this transaction preserves these pension benefits while reducing the company’s long-term pension obligations,” said The Hartford’s Chief Human Resources Officer Marty Gervasi. “We are grateful for the contributions The Hartford’s former employees have made to the company, and the provider selected is a highly-rated, experienced retirement benefits provider in the industry.”

As a result of the transaction, the company expects to recognize, in second quarter 2017, a pension settlement charge to net income of approximately $485 million, after-tax, and a reduction to stockholder’s equity of approximately $140 million, or $0.37 per diluted share based on March 31, 2017 shares outstanding. In order to maintain the plan’s pre-transaction-funded status, The Hartford intends to make a contribution of approximately $300 million by year-end 2017.

Those participants who are being transferred to Prudential will receive initial notice from The Hartford by the end of July and will receive detailed information from Prudential in mid-October. No action is required on their part at this time. All transferred plan participants will continue to receive their benefits from The Hartford’s pension plan until November 1, 2017, at which time

payment and administration will transition to Prudential. All other plan participants will remain in The Hartford’s plan.

About The Hartford

The Hartford is a leader in property and casualty insurance, group benefits and mutual funds. With more than 200 years of expertise, The Hartford is widely recognized for its service excellence, sustainability practices, trust and integrity. More information on the company and its financial performance is available at https://www.thehartford.com. Follow us on Twitter at www.twitter.com/TheHartford_PR.

The Hartford Financial Services Group, Inc., (NYSE: HIG) operates through its subsidiaries under the brand name, The Hartford, and is headquartered in Hartford, Conn. For additional details, please read The Hartford’s legal notice.

About Prudential Financial

Prudential Financial, Inc. (NYSE: PRU), a financial services leader with more than $1 trillion of assets under management as of March 31, 2017, has operations in the United States, Asia, Europe, and Latin America. Prudential’s diverse and talented employees are committed to helping individual and institutional customers grow and protect their wealth through a variety of products and services, including life insurance, annuities, retirement-related services, mutual funds and investment management. In the U.S., Prudential’s iconic Rock symbol has stood for strength, stability, expertise and innovation for more than a century. For more information, please visit news.prudential.com.

Prudential Retirement delivers retirement plan solutions for public, private, and nonprofit organizations. Services include defined contribution, defined benefit and non-qualified deferred compensation recordkeeping, administrative services, investment management, comprehensive employee education and communications, and trustee services, as well as a variety of products and strategies, including institutional investment and income products, pension risk transfer solutions and structured settlement services. With more than 85 years of retirement experience, Prudential Retirement helps meet the needs of 4.2 million participants and annuitants. Prudential Retirement has $395.5 billion in retirement account values as of March 31, 2017. Retirement products and services are provided by Prudential Retirement Insurance and Annuity Company (PRIAC), Hartford, Conn., or its affiliates.

HIG-F

Some of the statements in this release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to the financial impact of the purchase of the group annuity contract, including, without limitation, the reduction to the pension benefit liability, the funding status of and future contribution to the Plan, the settlement charge to net income, and the impact to stockholder’s equity, and are based on current expectations and assumptions. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Investors should consider the important risks and uncertainties that may cause actual results to differ. These important risks and uncertainties include those discussed in our 2016 Annual Report on Form 10-K, subsequent Quarterly Reports on Forms 10-Q, and the other filings we make with the Securities and Exchange Commission. We assume no obligation to update this release, which speaks as of the date issued.

From time to time, The Hartford may use its website to disseminate material company information. Financial and other important information regarding The Hartford is routinely accessible through and posted on our website at https://ir.thehartford.com. In addition, you may automatically receive email alerts and other information about The Hartford when you enroll your email address by visiting the “Email Alerts” section at https://ir.thehartford.com.

The Hartford Media Contact:

Michelle Loxton

860-547-7413

michelle.loxton@thehartford.com

The Hartford Investor Contact:

Sabra Purtill, CFA

860-547-8691

sabra.purtill@thehartford.com

Prudential Media Contact:

Gregory Roth

Direct: 973-802-6585 

Mobile: 973-477-0570

gregory.roth@prudential.com