filings.toolsHartford Insurance Group 10-Q 2024-09-30
Filed 2024-10-24. 7 sections, 571K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ______________
Commission file number 001-13958
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 13-3317783 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Hartford Plaza, Hartford, Connecticut 06155
(Address of principal executive offices) (Zip Code)
(860) 547-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.01 per share | HIG | The New York Stock Exchange | ||||||
| 6.10% Senior Notes due October 1, 2041 | HIG 41 | The New York Stock Exchange | ||||||
| Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.000% Non-Cumulative Preferred Stock, Series G, par value $0.01 per share | HIG PR G | The New York Stock Exchange |
| Indicate by check mark: | ||||||||||||||
| • whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | Yes | ☑ | No | ☐ | ||||||||||
| • whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | Yes | ☑ | No | ☐ | ||||||||||
| • whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. |
| Large accelerated filer | ☑ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| 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. | ☐ | |||||||||||||||
| • | whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | ☑ |
As of October 23, 2024, there were outstanding 289,890,995 shares of Common Stock, $0.01 par value per share, of the registrant.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS
*[a]*The information required by this item is set forth in the Enterprise Risk Management section of Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by reference.
Forward-looking Statements
Certain of the statements contained herein 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 management's current expectations and assumptions regarding future economic, competitive, legislative and other developments and their potential effect upon The Hartford Financial Services Group, Inc. and its subsidiaries (collectively, the "Company" or "The Hartford"). Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from expectations depending on the evolution of various factors, including the risks and uncertainties identified below, as well as factors described in such forward-looking statements, the Risk Factors of The Hartford's 2023 Form 10-K Annual Report, and our other filings with the Securities and Exchange Commission.
- Risks Relating to Economic, Political and Global Market Conditions:
◦challenges related to the Company’s current operating environment, including global political, economic and market conditions, and the effect of financial market disruptions, economic downturns, changes in trade regulation including tariffs and other barriers or other potentially adverse macroeconomic developments on the demand for our products and returns in our investment portfolios;
◦market risks associated with our business, including changes in credit spreads, equity prices, interest rates, inflation rate, foreign currency exchange rates and market volatility;
◦the impact on our investment portfolio if our investment portfolio is concentrated in any particular segment of the economy;
◦the impacts of changing climate and weather patterns on our businesses, operations and investment portfolio including on claims, demand and pricing of our products, the availability and cost of reinsurance, our modeling data used to evaluate and manage risks of catastrophes and severe weather events, the value of our investment portfolios and credit risk with reinsurers and other counterparties;
- Insurance Industry and Product-Related Risks:
◦the possibility of unfavorable loss development, including with respect to long-tailed exposures;
◦the significant uncertainties that limit our ability to estimate the ultimate reserves necessary for asbestos and environmental claims;
◦the possibility of a pandemic, civil unrest, earthquake, or other natural or man-made disaster that may adversely affect our businesses;
◦weather and other natural physical events, including the intensity and frequency of thunderstorms, tornadoes, hail, wildfires, flooding, winter storms, hurricanes and tropical storms, as well as climate change and its potential impact on weather patterns;
◦the possible occurrence of terrorist attacks and the Company’s inability to contain its exposure as a result of, among other factors, the inability to exclude coverage for terrorist attacks from workers' compensation policies and limitations on reinsurance coverage from the federal government under applicable laws;
◦the Company’s ability to effectively price its products and policies, including its ability to obtain regulatory consents to pricing actions or to non-renewal or withdrawal of certain product lines;
◦actions by competitors that may be larger or have greater financial resources than we do;
◦technological changes, including usage-based methods of determining premiums, advancements in certain emerging technologies, including machine learning, predictive analytics, “big data” analysis or other artificial intelligence functions, advancements in automotive safety features, the development of autonomous vehicles, and platforms that facilitate ride sharing;
◦the Company's ability to market, distribute and provide insurance products and investment advisory services through current and future distribution channels and advisory firms;
◦the uncertain effects of emerging claim and coverage issues;
◦political instability, politically motivated violence or civil unrest, which may increase the frequency and severity of insured losses;
◦the ongoing effects of the COVID-19 pandemic, including exposure to COVID-19 business interruption property claims and the possibility of a resurgence of COVID-19 related losses in Group Benefits;
- Financial Strength, Credit and Counterparty Risks:
◦risks to our business, financial position, prospects and results associated with negative rating actions or downgrades in the Company’s financial strength and credit ratings or negative rating actions or downgrades relating to our investments;
◦capital requirements which are subject to many factors, including many that are outside the Company’s control, such as National Association of Insurance Commissioners ("NAIC") risk based capital formulas, rating agency capital models, Funds at Lloyd's
and Solvency Capital Requirement, which can in turn affect our credit and financial strength ratings, cost of capital, regulatory compliance and other aspects of our business and results;
◦losses due to nonperformance or defaults by others, including credit risk with counterparties associated with investments, derivatives, premiums receivable, reinsurance recoverables and indemnifications provided by third parties in connection with previous dispositions;
◦the potential for losses due to our reinsurers' unwillingness or inability to meet their obligations under reinsurance contracts and the availability, pricing and adequacy of reinsurance to protect the Company against losses;
◦state and international regulatory limitations on the ability of the Company and certain of its subsidiaries to declare and pay dividends;
- Risks Relating to Estimates, Assumptions and Valuations:
◦risks associated with the use of analytical models in making decisions in key areas such as underwriting, pricing, capital management, reserving, investments, reinsurance and catastrophe risk management;
◦the potential for differing interpretations of the methodologies, estimations and assumptions that underlie the Company’s fair value estimates for its investments and the evaluation of intent-to-sell impairments and allowance for credit losses on available-for-sale securities and mortgage loans;
◦the potential for impairments of our goodwill;
- Strategic and Operational Risks:
◦the Company’s ability to maintain the availability of its systems and safeguard the security of its data in the event of a disaster, cyber or other information security incident or other unanticipated event;
◦the potential for difficulties arising from outsourcing and similar third-party relationships;
◦the risks, challenges and uncertainties associated with capital management plans, expense reduction initiatives and other actions;
◦risks associated with acquisitions and divestitures, including the challenges of integrating acquired companies or businesses, which may result in our inability to achieve the anticipated benefits and synergies and may result in unintended consequences;
◦difficulty in attracting and retaining talented and qualified personnel, including key employees, such as executives, managers and employees with strong technological, analytical and other specialized skills;
◦the Company’s ability to protect its intellectual property and defend against claims of infringement;
- Regulatory and Legal Risks:
◦the cost and other potential effects of increased federal, state and international regulatory and legislative developments, including those that could adversely impact the demand for the Company’s products, operating costs and required capital levels;
◦unfavorable judicial or legislative developments;
◦the impact of changes in federal, state or foreign tax laws;
◦regulatory requirements that could delay, deter or prevent a takeover attempt that stockholders might consider in their best interests; and
◦the impact of potential changes in accounting principles and related financial reporting requirements.
Any forward-looking statement made by the Company in this document speaks only as of the date of the filing of this Form 10-Q. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
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Part I - Item 1. Financial Statements
Item 1. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
The Hartford Financial Services Group, Inc.
Hartford, Connecticut
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheet of The Hartford Financial Services Group, Inc. and subsidiaries (the "Company") as of September 30, 2024, the related condensed consolidated statements of operations, comprehensive income (loss), and changes in stockholders' equity for the three-month and nine-month periods ended September 30, 2024 and 2023, and of cash flows for the nine-month periods ended September 30, 2024 and 2023, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 23, 2024, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding a change in accounting principle for the measurement and disclosure of long-duration contracts issued by insurance companies. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Deloitte & Touche LLP
Hartford, Connecticut
October 24, 2024
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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Condensed Consolidated Statements of Operations
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions, except for per share data) | 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (Unaudited) | |||||||||||||||||
| Revenues | |||||||||||||||||
| Earned premiums | $ | 5,734 | $ | 5,310 | $ | 16,758 | $ | 15,593 | |||||||||
| Fee income | 347 | 330 | 1,019 | 977 | |||||||||||||
| Net investment income | 659 | 597 | 1,854 | 1,652 | |||||||||||||
| Net realized losses | (13) | (90) | (44) | (161) | |||||||||||||
| Other revenues | 24 | 21 | 69 | 66 | |||||||||||||
| Total revenues | 6,751 | 6,168 | 19,656 | 18,127 | |||||||||||||
| Benefits, losses and expenses | |||||||||||||||||
| Benefits, losses and loss adjustment expenses | 3,823 | 3,543 | 11,095 | 10,605 | |||||||||||||
| Amortization of deferred policy acquisition costs ("DAC") | 585 | 517 | 1,691 | 1,510 | |||||||||||||
| Insurance operating costs and other expenses | 1,323 | 1,226 | 3,891 | 3,667 | |||||||||||||
| Interest expense | 49 | 50 | 149 | 150 | |||||||||||||
| Amortization of other intangible assets | 18 | 18 | 53 | 53 | |||||||||||||
| Restructuring and other costs | 1 | 1 | 2 | 4 | |||||||||||||
| Total benefits, losses and expenses | 5,799 | 5,355 | 16,881 | 15,989 | |||||||||||||
| Income before income taxes | 952 | 813 | 2,775 | 2,138 | |||||||||||||
| Income tax expense | 185 | 162 | 517 | 405 | |||||||||||||
| Net income | 767 | 651 | 2,258 | 1,733 | |||||||||||||
| Preferred stock dividends | 6 | 6 | 16 | 16 | |||||||||||||
| Net income available to common stockholders | $ | 761 | $ | 645 | $ | 2,242 | $ | 1,717 | |||||||||
| Net income available to common stockholders per common share | |||||||||||||||||
| Basic | $ | 2.60 | $ | 2.12 | $ | 7.59 | $ | 5.55 | |||||||||
| Diluted | $ | 2.56 | $ | 2.09 | $ | 7.47 | $ | 5.48 |
See Notes to Condensed Consolidated Financial Statements.
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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (Unaudited) | |||||||||||||||||
| Net income | $ | 767 | $ | 651 | $ | 2,258 | $ | 1,733 | |||||||||
| Other comprehensive income (loss) ("OCI"): | |||||||||||||||||
| Change in net unrealized gain (loss) on fixed maturities, available-for-sale ("AFS") | 1,061 | (671) | 811 | (354) | |||||||||||||
| Change in unrealized losses on fixed maturities with an allowance for credit losses ("ACL") | 2 | 1 | 3 | (2) | |||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
| Exposure to CMBS & RMBS Bonds as of September 30, 2024 | ||||||||||||||||||||||||||||||||||||||
| AAA | AA | A | BBB | BB and Below | Total | |||||||||||||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||||||||||||
| CMBS | ||||||||||||||||||||||||||||||||||||||
| Agency [1] | $ | 15 | $ | 15 | $ | 1,229 | $ | 1,145 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,244 | $ | 1,160 | ||||||||||||||
| Bonds | 612 | 586 | 448 | 416 | 295 | 266 | 153 | 135 | 207 | 192 | 1,715 | 1,595 | ||||||||||||||||||||||||||
| Interest Only | 57 | 56 | 39 | 39 | 1 | 1 | 5 | 5 | 1 | 1 | 103 | 102 | ||||||||||||||||||||||||||
| Total CMBS | 684 | 657 | 1,716 | 1,600 | 296 | 267 | 158 | 140 | 208 | 193 | 3,062 | 2,857 | ||||||||||||||||||||||||||
| RMBS | ||||||||||||||||||||||||||||||||||||||
| Agency | — | — | 2,773 | 2,670 | — | — | — | — | — | — | 2,773 | 2,670 | ||||||||||||||||||||||||||
| Non-Agency | 1,593 | 1,514 | 675 | 640 | 204 | 194 | 74 | 70 | 11 | 9 | 2,557 | 2,427 | ||||||||||||||||||||||||||
| Sub-Prime | — | — | 8 | 8 | 2 | 2 | 8 | 8 | 8 | 8 | 26 | 26 | ||||||||||||||||||||||||||
| Total RMBS | 1,593 | 1,514 | 3,456 | 3,318 | 206 | 196 | 82 | 78 | 19 | 17 | 5,356 | 5,123 | ||||||||||||||||||||||||||
| Total CMBS & RMBS | $ | 2,277 | $ | 2,171 | $ | 5,172 | $ | 4,918 | $ | 502 | $ | 463 | $ | 240 | $ | 218 | $ | 227 | $ | 210 | $ | 8,418 | $ | 7,980 |
| Exposure to CMBS & RMBS Bonds as of December 31, 2023 | ||||||||||||||||||||||||||||||||||||||
| AAA | AA | A | BBB | BB and Below | Total | |||||||||||||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||||||||||||
| CMBS | ||||||||||||||||||||||||||||||||||||||
| Agency [1] | $ | 20 | $ | 19 | $ | 1,159 | $ | 1,043 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,179 | $ | 1,062 | ||||||||||||||
| Bonds | 852 | 795 | 545 | 485 | 371 | 317 | 147 | 119 | 235 | 215 | 2,150 | 1,931 | ||||||||||||||||||||||||||
| Interest Only | 76 | 72 | 54 | 53 | — | — | 7 | 7 | — | — | 137 | 132 | ||||||||||||||||||||||||||
| Total CMBS | 948 | 886 | 1,758 | 1,581 | 371 | 317 | 154 | 126 | 235 | 215 | 3,466 | 3,125 | ||||||||||||||||||||||||||
| RMBS | ||||||||||||||||||||||||||||||||||||||
| Agency | — | — | 2,342 | 2,185 | — | — | — | — | — | — | 2,342 | 2,185 | ||||||||||||||||||||||||||
| Non-Agency | 1,263 | 1,144 | 526 | 477 | 300 | 260 | 189 | 169 | 15 | 12 | 2,293 | 2,062 | ||||||||||||||||||||||||||
| Sub-Prime | 1 | 1 | 12 | 12 | 5 | 5 | 10 | 10 | 12 | 12 | 40 | 40 | ||||||||||||||||||||||||||
| Total RMBS | 1,264 | 1,145 | 2,880 | 2,674 | 305 | 265 | 199 | 179 | 27 | 24 | 4,675 | 4,287 | ||||||||||||||||||||||||||
| Total CMBS & RMBS | $ | 2,212 | $ | 2,031 | $ | 4,638 | $ | 4,255 | $ | 676 | $ | 582 | $ | 353 | $ | 305 | $ | 262 | $ | 239 | $ | 8,141 | $ | 7,412 |
*[1]*Includes securities with pools of loans issued by the Small Business Administration which are backed by the full faith and credit of the U.S. government.
The Company also has exposure to commercial mortgage loans. These loans are collateralized by real estate properties that are diversified both geographically throughout the United States and by property type. These commercial loans are originated by the Company as high quality whole loans, and the Company may sell participation interests in one or more loans to third parties. A loan participation interest represents a pro-rata share in interest and principal payments generated by the participated loan, and the relationship between the Company as loan originator, lead participant and servicer and the third party as a participant are governed by a participation agreement.
As of September 30, 2024, mortgage loans had an amortized cost of $6.5 billion and carrying value of $6.4 billion, with an ACL of $44. As of December 31, 2023, mortgage loans had an amortized cost of $6.1 billion and carrying value of $6.1 billion, with an ACL of $51. The release in the allowance reflects write-
offs, improved economic scenario forecasts and property specific reductions, partially offset by net additions of new loans.
The Company funded $462 of commercial mortgage loans, primarily industrial properties, with a weighted average loan-to-value (“LTV”) ratio of 58% and a weighted average yield of 7.2% during the nine months ended September 30, 2024. The Company continues to originate commercial mortgage loans on ins
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Item 4. CONTROLS AND PROCEDURES
CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company’s principal executive officer and its principal financial officer, based on their evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) have concluded that the Company’s disclosure controls and procedures are effective for the purposes set forth in the definition thereof in Exchange Act Rule 13a-15(e) as of September 30, 2024.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Company's internal control over financial reporting that occurred during the Company's current fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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Part II - Item 1. Legal Proceedings
| Item 1. |
LEGAL PROCEEDINGS
For a discussion regarding The Hartford’s legal proceedings, see the information contained in Note 14 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements.
Item 1A. RISK FACTORS
RISK FACTORS
Investing in The Hartford involves risk. In deciding whether to invest in The Hartford, you should carefully consider the risk factors disclosed in Item 1A of Part I of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, (collectively the "Company's Risk Factors" or individually, the "Company's Risk Factor"), which is incorporated herein by
reference, any of which could have a significant or material adverse effect on the business, financial condition, operating results or liquidity of The Hartford. This information should be considered carefully together with the other information contained in this report and the other reports and materials filed by The Hartford with the SEC.
| Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
PURCHASES OF EQUITY SECURITIES BY THE ISSUER
Repurchases of common stock by the Company during the quarter ended September 30, 2024 are set forth below. During the period from October 1, 2024 to October 23, 2024, the Company repurchased 1.0 million common shares for $115.
| Repurchases of Common Stock by the Issuer for the Three Months Ended September 30, 2024 | ||||||||||||||
| Period | Total Number of Shares Purchased [1] | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [2] | ||||||||||
| (in millions) | ||||||||||||||
| July 1, 2024 - July 31, 2024 | 1,234,716 | $ | 103.47 | 1,219,990 | $ | 523 | ||||||||
| August 1, 2024 - August 31, 2024 | 1,286,590 | $ | 110.77 | 1,276,701 | $ | 3,683 | ||||||||
| September 1, 2024 - September 30, 2024 | 1,163,482 | $ | 117.17 | 1,163,482 | $ | 3,548 | ||||||||
| Total | 3,684,788 | $ | 110.35 | 3,660,173 | ||||||||||
[1]Includes 24,615 shares in net settlement of employee tax withholding obligations related to equity awards under the Company's incentive stock plans, which were not part of publicly announced share repurchase authorizations. The Company paid an average price per share of $104.08 in employee tax withholding obligations related to net share settlements in the three months ended September 30, 2024.
[2]On July 28, 2022, the Board of Directors approved a share repurchase authorization for up to $3.0 billion effective from August 1, 2022 to December 31, 2024. In addition to the authorization covering the period from August 1, 2022 to December 31, 2024, on July 25, 2024, the Board of Directors approved a share repurchase authorization for up to $3.3 billion effective from August 1, 2024 to December 31, 2026. The timing of any repurchases is dependent on several factors, including the market price of the Company's securities, the Company's capital position, consideration of the effect of any repurchases on the Company's financial strength or credit ratings, the Company's blackout periods, and other considerations.
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Part II - Item 5. Other Information
Item 5. OTHER INFORMATION
OTHER INFORMATION
On August 14, 2024, Adin M. Tooker, Executive Vice President and Head of Commercial Lines, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the potential sale of (i) up to 6,865 shares of the Company's common stock on November 15, 2024, (ii) up to 13,596 shares of the Company's common stock on February 18,
2025 and (iii) up to 21,903 shares of the Company's common stock on May 15, 2025. This 10b5-1 plan is effective through August 1, 2025.
Item 6. EXHIBITS
EXHIBITS
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
FOR THE QUARTER ENDED SEPTEMBER 30, 2024
FORM 10-Q
EXHIBITS INDEX
| Exhibit No. | Description | Form | File No. | Exhibit No | Filing Date | |||||||||||||||
| 3.1 | Restated Certificate of Incorporation of The Hartford Financial Services Group, Inc., originally filed with the Delaware Secretary of State on October 20, 2014, as amended. | 10-Q | 001-13958 | 3.1 | 7/25/2024 | |||||||||||||||
| 3.2 | Amended and Restated By-Laws of The Hartford Financial Services Group, Inc. effective December 14, 2022. | 8-K | 001-13958 | 3.1 | 12/14/2022 | |||||||||||||||
| 15.01 | Deloitte & Touche LLP Letter of Awareness.** | |||||||||||||||||||
| 31.01 | Certification of Christopher J. Swift pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** | |||||||||||||||||||
| 31.02 | Certification of Beth A. Costello pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** | |||||||||||||||||||
| 32.01 | Certification of Christopher J. Swift pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |||||||||||||||||||
| 32.02 | Certification of Beth A. Costello pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema.** | |||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase.** | |||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase.** | |||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase.** | |||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase.** | |||||||||||||||||||
| 104 | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL. | |||||||||||||||||||
| ****** | Filed with the Securities and Exchange Commission as an exhibit to this report. |
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SIGNATURE
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. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | October 24, 2024 | /s/ Allison G. Niderno | ||||||||||||
| Allison G. Niderno | ||||||||||||||
| Senior Vice President and Controller | ||||||||||||||
| (Chief accounting officer and duly authorized signatory) |