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HARTFORD FINANCIAL SERVICES GROUP INC/DE FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets

July 1, 2014

Item 2.01 Completion of Acquisition or Disposition of Assets On June 30, 2014, Hartford Life, Inc., a Delaware corporation (the "Seller") and an indirect wholly-owned subsidiary of The Hartford Financial Services Group, Inc. (the "Company"), completed its previously announced sale of all of the issued and outstanding equity of Hartford Life Insurance KK, a Japanese company ("HLIKK"), to ORIX Life Insurance Corporation ("Buyer"), a subsidiary of ORIX Corporation, a Japanese company, for $963 million, comprised of a purchase price of $895 million and an estimated positive purchase price adjustment of $68 million. Concurrently with the sale, HLIKK recaptured the risks that had been reinsured to the Company's U.S. subsidiaries, Hartford Life and Annuity Insurance Company. ("HLAI") and Hartford Life Insurance Company ("HLIC"), including any liabilities associated with: i) yen and U.S. dollar based fixed market value adjusted annuity products written by HLIKK, and ii) variable annuity contracts that were issued with guaranteed minimum death benefit, guaranteed minimum income benefit and guaranteed minimum accumulation benefit riders. Upon closing, the Buyer is responsible for all liabilities for the recaptured business. Through its HLAI subsidiary, HLIC will, however, continue to provide reinsurance for approximately $1.1 billion of fixed payout annuities related to the 3Win product formerly written by HLIKK. Pro forma financial information with respect to these transactions is provided in Item 9.01 of this Current Report on Form 8-K. Item 7.01 Regulation FD Disclosure. On July 1, 2014, the Company issued a press release announcing completion of the sale of HLIKK, an indirect wholly-owned subsidiary of the Company. The press release is furnished as Exhibit 99.1 to this Current Report on 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 9.01 Financial Statements and Exhibits. (a) Pro Forma Financial Information The attached unaudited Pro Forma Condensed Consolidated Statements of Operations for the three years ended December 31, 2013, 2012 and 2011 and the three-months ended March 31, 2014 and the unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2014 (collectively, the "Unaudited Pro Forma Condensed Consolidated Financial Statements") are based on the Company's historical consolidated results of operations and financial position, adjusted to give effect to the sale of HLIKK (the "Transaction"). The unaudited Pro Forma Condensed Consolidated Statements of Operations for the three years ended December 31, 2013, 2012, and 2011 and the three-months ended March 31, 2014 have been prepared to present the Company's results of operations as if the Transaction had occurred on January 1, 2011 before considering non-recurring charges or credits directly attributable to the Transaction. The unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2014 has been prepared to present the Company's financial condition as if the Transaction had occurred on March 31, 2014. The Unaudited Pro Forma Condensed Consolidated Financial Statements do not purport to be indicative of the financial position or results of operations of the Company as of the dates or for such periods, nor are they necessarily indicative of future results. The Unaudited Pro Forma Condensed Consolidated Financial Statements and the accompanying notes should be read together with the Company's audited Consolidated Financial Statements and accompanying notes as of and for the year ended December 31, 2013, and Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, as well as the Company's unaudited Condensed Consolidated Financial Statements filed with the Securities & Exchange Commission on Form 10-Q as of and for the three-months ended March 31, 2014. (b) Exhibits Exhibit No. Description 99.1 Press release issued on July 1, 2014 by The Hartford Financial Services Group, Inc. 99.2 Unaudited Pro Forma Condensed Consolidated Statements of Operations of The Hartford Financial Services Group, Inc. for the three years ended December 31, 2013, 2012, 2011 and the three-months ended March 31, 2014 and the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2014 2



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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.

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Source: Edgar Glimpses


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