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): February 7, 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	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Hartford Plaza, Hartford, Connecticut		06155
________________________________ (Address of principal executive offices)		___________ (Zip Code)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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))

Item 2.03     Creation of a Direct Financial Obligation

On February 8, 2017, The Hartford Financial Services Group, Inc. (the “Company”) delivered an exercise notice (the “Put Notice”) under Section 3.1 of the put option agreement dated as of February 12, 2007 (the “Put Option Agreement”) among the Company, Glen Meadow ABC Trust, a Delaware statutory trust (the “ABC Trust”), and Wilmington Trust Company (as successor to LaSalle Bank National Association) (“Wilmington”), as put option calculation agent. Pursuant to the Put Notice, the Company is requiring the ABC Trust to purchase the Company’s junior subordinated notes (the “Notes”) for the designated amount of $500,000,000 on the terms set forth in the junior subordinated indenture, dated as of February 12, 2007, between the Company and Wilmington, as trustee (the “Indenture”). The settlement date of the issuance of the Notes will be February 15, 2017.

The Notes will have a scheduled maturity of February 12, 2047, and a final maturity of February 12, 2067. The Company will be required to repay the principal amount of the Notes, together with accrued and unpaid interest, on the scheduled maturity date in specified circumstances only to the extent it has raised sufficient proceeds from the issuance of specified securities. The Notes will bear interest at an annual rate of three-month LIBOR plus 2.125%, payable quarterly, and will be unsecured, subordinated indebtedness of the Company. The Company will have the right, on one or more occasions, to defer interest payments due on the Notes under specified circumstances.

Item 8.01    Other Events

On February 7, 2017, the Company executed an amendment (the “Amendment”) to the replacement capital covenant dated as of June 6, 2008 (as amended, the “RCC”). Capitalized terms used under this item 8.01 but not otherwise defined have the meaning ascribed in the RCC.

The RCC is in favor of and for the benefit of each Covered Debtholder and was originally executed in connection with the June 2008 issuance by the Company of $500,000,000 aggregate principal amount of 8.125% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068.

The intent and effect of the Amendment is to (i) change the Measurement Period for purposes of calculating the proceeds received from the sale of certain replacement capital securities from 180 days to 550 days, and (ii) amend the definition of one category of Qualifying Replacement Securities as set forth in the RCC by changing clause (b)(ii)(2) of the definition of Qualifying Replacement Securities to require a 50 year maturity date rather than a 60 year maturity date.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 4.2 and is incorporated herein by reference.

SAFE HARBOR STATEMENT

Certain information included in this Current Report on Form 8-K may be deemed to be “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements that involve risks, uncertainties and assumptions. We caution you not to place undue reliance on these forward-looking statements, and we do not undertake any obligation to update these forward-looking statements, except as may be required by law.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
4.1	Junior Subordinated Indenture, dated as of February 12, 2007, between The Hartford Financial Services Group, Inc. and Wilmington Trust Company (as successor to LaSalle Bank National Association), as trustee (incorporated herein by reference to Exhibit 4.1 of Form 8-K, filed February 16, 2007)
4.2	Amendment dated as of February 7, 2017 to the Replacement Capital Covenant dated as of June 6, 2008
10.1	Put Option Agreement, dated as of February 12, 2007, among The Hartford Financial Services Group, Inc., Glen Meadow ABC Trust and Wilmington Trust Company (as successor to LaSalle Bank National Association), as put option calculation agent (incorporated herein by reference to Exhibit 10.1 of Form 8-K, filed February 16, 2007)

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.
February 8, 2017	By:	/s/ Beth Bombara
		Name: Beth Bombara
		Title: Executive Vice President and Chief Financial Officer

EX-4.2

This Amendment dated as of February 7, 2017 (the “Amended Replacement Capital Covenant”) to the Replacement Capital Covenant dated as of June 6, 2008 (the “Replacement Capital Covenant”), is made by The Hartford Financial Services Group, Inc., a Delaware corporation (together with its successors and assigns, the “Corporation”), in favor of and for the benefit of each Covered Debtholder (as defined in the Replacement Capital Covenant).

R E C I T A L S

WHEREAS, the Corporation acknowledges that reliance by each Covered Debtholder upon the covenants in the Replacement Capital Covenant and this Amended Replacement Capital Covenant is reasonable and foreseeable by the Corporation and that, were the Corporation to disregard its covenants in this Replacement Capital Covenant, each Covered Debtholder would have sustained an injury as a result of its reliance on such covenants;

WHEREAS, the Corporation previously issued its 8.125% Junior Subordinated Debentures due 2068 (the “Junior Subordinated Debentures”) and entered into the Replacement Capital Covenant in connection with the issuance of such Junior Subordinated Debentures;

WHEREAS, the Corporation’s 6.1% Senior Notes due 2041 (the “Senior Notes”), issued under the Senior Notes Indenture, dated as of March 9, 2004 (the “Base Indenture”), between the Corporation and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the “Trustee”), as amended by all indentures supplemental thereto (the Base Indenture as so amended and supplemented, the “Senior Notes Indenture”), became the Covered Debt (as defined in the Replacement Capital Covenant) under the Replacement Capital Covenant;

WHEREAS, the Corporation desires to amend certain provisions of the Replacement Capital Covenant in accordance with Section 4(b) thereof.

WHEREAS, pursuant to Section 4(b) of the Replacement Capital Covenant, the Corporation may amend the terms of the Replacement Capital Covenant without the consent of the Holders (as defined therein) of the Covered Debt if such amendment is not adverse to the rights of the Covered Debtholders and an officer of the Corporation has delivered to the trustee or agent for such Covered Debt in the manner provided for in the indenture, fiscal agency agreement or other instrument with respect to such Covered Debt a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the Covered Debtholders; and

WHEREAS, an officer of the Corporation has determined that this Amended Replacement Capital Covenant is not adverse to the holders of the Covered Debt under the Replacement Capital Covenant and delivered a written certificate to that effect to the Trustee in accordance with the procedures set forth therefor in the Senior Notes Indenture.

NOW, THEREFORE, the Corporation hereby covenants and agrees that the Replacement Capital Covenant shall be amended as follows:

ARTICLE 1

AMENDMENTS

1.01 The references to “180 days” appearing within the definitions of “Measurement Date” and “Qualifying Replacement Capital Covenant” in Annex I of the Replacement Capital Covenant are hereby replaced with “550 days.”

1.02 Clause (2) appearing within subsection b(ii) of the definition of “Qualifying Replacement Securities” in Annex I of the Replacement Capital Covenant is hereby replaced with the words: “have a final stated maturity in accordance with the terms of such securities that is no more than one business day (as defined in the terms of such securities) prior to the 50^th anniversary of the issuance of such securities.”

ARTICLE 2

MISCELLANEOUS

2.01 This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

2.04 Except as expressly amended hereby, the Replacement Capital Covenant shall remain in full force and effect until terminated in accordance with its terms.

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IN WITNESS WHEREOF, the Corporation has caused this Amended Replacement Capital Covenant to be executed by its duly authorized officer, as of the day and year first above written.

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
	/s/ Robert W. Paiano
	Name:	Robert W. Paiano
	Title:	Senior Vice President and Treasurer

[SIGNATURE PAGE TO AMENDED REPLACEMENT CAPITAL COVENANT]

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