Hartford Financial Services Group Expects Action On Investigations
Excerpted From Wire Services And SEC Filings (Accompanied)
Form 8-K for HARTFORD FINANCIAL SERVICES GROUP INC/DE
Regulation FD Disclosure
ITEM 7.01 REGULATION FD DISCLOSURE.
In connection with its release of earnings for the fourth quarter of 2004, The Hartford Financial Services Group, Inc. hereby furnishes an update regarding the litigation and regulatory developments disclosure set forth in the Company's quarterly report on Form 10-Q for the period ended September 30, 2004.
The Hartford Financial Services Group, Inc. and its subsidiaries (collectively, "The Hartford" or the "Company") is involved in claims litigation arising in the ordinary course of business, both as a liability insurer defending third-party claims brought against insureds and as an insurer defending coverage claims brought against it. The Hartford accounts for such activity through the establishment of unpaid claim and claim adjustment expense reserves. Subject to the uncertainties discussed below under the caption "Asbestos and Environmental Claims," management expects that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and costs of defense, will not be material to the consolidated financial condition, results of operations or cash flows of The Hartford.
The Hartford is also involved in other kinds of legal actions, some of which assert claims for substantial amounts. These actions include, among others, putative state and federal class actions seeking certification of a state or national class. Such putative class actions have alleged, for example, underpayment of claims or improper underwriting practices in connection with various kinds of insurance policies, such as personal and commercial automobile, property, and inland marine; improper sales practices in connection with the sale of life insurance and other investment products; and improper fee arrangements in connection with mutual funds. The Hartford also is involved in individual actions in which punitive damages are sought, such as claims alleging bad faith in the handling of insurance claims. Management expects that the ultimate liability, if any, with respect to such lawsuits, after consideration of provisions made for estimated losses, will not be material to the consolidated financial condition of The Hartford. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company's consolidated results of operations or cash flows in particular quarterly or annual periods.
Broker Compensation Litigation - On October 14, 2004, the New York Attorney
General's Office filed a civil complaint (the "NYAG Complaint") against Marsh
Inc. and Marsh & McLennan Companies, Inc. (collectively, "Marsh") alleging,
among other things, that certain insurance companies, including The Hartford,
participated with Marsh in arrangements to submit inflated bids for business
insurance and paid contingent commissions to ensure that Marsh would direct
business to them. The Hartford is not joined as a defendant in the action. Since
the filing of the NYAG Complaint, several private actions have been filed
against the Company asserting claims arising from the allegations of the NYAG
In addition, three putative class actions have been filed in the same court on behalf of participants in the Company's 401(k) plan against The Hartford, Hartford Fire Insurance Company, the Company's Pension Fund Trust and Investment Committee, the Company's Pension Administration Committee, the Company's Chief Financial Officer, and John/Jane Does 1-15. The suits assert claims under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), alleging that the Company and the other named defendants breached their fiduciary duties to plan participants by, among other things, failing to inform them of the risk associated with investment in the Company's stock as a result of the activity alleged in the NYAG Complaint. The class period alleged is November 5, 2003 through the present. The complaints seek restitution of losses to the plan, declaratory and injunctive relief, and attorneys' fees. All defendants dispute the allegations and intend to defend these actions vigorously.
Two corporate derivative actions also have been filed in the same court. The complaints, brought in each case by a shareholder on behalf of the Company against its directors and an executive officer, allege that the defendants knew adverse non-public information about the activities alleged in the NYAG Complaint and concealed and misappropriated that information to make profitable stock trades, thereby breaching their fiduciary duties, abusing their control, committing gross mismanagement, wasting corporate assets, and unjustly enriching themselves. The complaints seek damages, injunctive relief, disgorgement, and attorneys' fees. All defendants dispute the allegations and intend to defend these actions vigorously.
Six putative class actions also have been filed by alleged policyholders in federal district courts, one in the Southern District of New York, two in the Eastern District of Pennsylvania, and three in the Northern District of Illinois, against several brokers and insurers, including the Company. These actions assert, on behalf of a class of persons who purchased insurance through the broker defendants, claims under the Sherman Act and state law, and in some cases the Racketeer Influenced and Corrupt Organizations Act ("RICO"), arising from the conduct alleged in the NYAG Complaint. The class period alleged is 1994 through the date of class certification, which has not yet occurred. The complaints seek treble damages, injunctive and declaratory relief, and attorneys' fees. A putative class action also has been filed in the Circuit Court for Cook County, Illinois, Chancery Division, on behalf of a class of all persons who purchased insurance from a class of defendant insurers. This state court action asserts unjust enrichment claims arising from the conduct alleged in the NYAG Complaint and seeks restitution of premiums, imposition of a constructive trust, and declaratory and injunctive relief. The class period alleged is 1994 through the present. The Company has removed the Cook County action to the United States District Court for the Northern District of Illinois. The Company disputes the allegations in all of these actions and intends to defend the actions vigorously.
Additional complaints may be filed against the Company in various courts alleging claims under federal or state law arising from the conduct alleged in the NYAG Complaint. The Company's ultimate liability, if any, in the pending and possible future suits is highly uncertain and subject to contingencies that are not yet known, such as how many suits will be filed, in which courts they will be lodged, what claims they will assert, what the outcome of investigations by the New York Attorney General's Office and other regulatory agencies will be, the success of defenses that the Company may assert, and the amount of recoverable damages if liability is established. In the opinion of management, it is possible that an adverse outcome in one or more of these suits could have a material adverse effect on the Company's consolidated results of operations or cash flows in particular quarterly or annual periods.
Asbestos and Environmental Claims - As discussed in Note 16 of Notes to Consolidated Financial Statements under the caption "Asbestos and Environmental Claims," included in The Hartford's 2003 Form 10-K Annual Report, The Hartford continues to receive asbestos and environmental claims that involve significant uncertainty regarding policy coverage issues. Regarding these claims, The Hartford continually reviews its overall reserve levels and reinsurance coverages, as well as the methodologies it uses to estimate its exposures. Because of the significant uncertainties that limit the ability of insurers and reinsurers to estimate the ultimate reserves necessary for unpaid losses and related expenses, particularly those related to asbestos, the ultimate liabilities may exceed the currently recorded reserves. Any such additional liability (or any range of additional amounts) cannot be reasonably estimated now but could be material to The Hartford's future consolidated operating results, financial condition and liquidity.
In June 2004, the Company received a subpoena from the New York Attorney
General's Office in connection with its inquiry into compensation arrangements
between brokers and carriers. In mid-September 2004 and subsequently, the
Company has received additional subpoenas from the New York Attorney General's
Office, which relate more specifically to possible anti-competitive activity
among brokers and insurers. In October through December 2004, the Company
received subpoenas or other information requests from Attorneys General and
regulatory agencies in more than a dozen jurisdictions regarding broker
compensation and possible anti-competitive activity. The Company may receive
additional subpoenas and other information requests from Attorneys General or
other regulatory agencies regarding similar issues. The Company also has
received a subpoena from the New York Attorney General's Office requesting
information related to the Company's underwriting practices with respect to
legal professional liability insurance. In addition, the Company has received a
request for information from the
On October 14, 2004, the New York Attorney General's Office filed a civil complaint against Marsh & McLennan Companies, Inc., and Marsh, Inc. (collectively, "Marsh"). The complaint alleges, among other things, that certain insurance companies, including the Company, participated with Marsh in arrangements to submit inflated bids for business insurance and paid contingent commissions to ensure that Marsh would direct business to them. The Company is not joined as a defendant in the action. Although no regulatory action has been initiated against the Company in connection with the allegations described in the civil complaint, it is possible that the New York Attorney General's Office or one or more other regulatory agencies may pursue action against the Company or one or more of its employees in the future. The potential timing of any such action is difficult to predict. If such an action is brought, it could have a material adverse effect on the Company.
On October 29, 2004, the New York Attorney General's Office informed the Company that the Attorney General is conducting an investigation with respect to the timing of the previously disclosed sale by Thomas Marra, a director and executive officer of the Company, of 217,074 shares of the Company's common stock on September 21, 2004. The sale occurred shortly after the issuance of two additional subpoenas dated September 17, 2004 by the New York Attorney General's Office. The Company has engaged outside counsel to review the circumstances related to the transaction and is fully cooperating with the New York Attorney General's Office. On the basis of the review, the Company has determined that Mr. Marra complied with the Company's applicable internal trading procedures and has found no indication that Mr. Marra was aware of the additional subpoenas at the time of the sale.
There continues to be significant federal and state regulatory activity relating to financial services companies, particularly mutual funds companies. These regulatory inquiries have focused on a number of mutual fund issues, including market timing and late trading, revenue sharing and directed brokerage, fees, transfer agents and other fund service providers, and other mutual-fund related issues. The Company has received requests for information and subpoenas from the Securities and Exchange Commission ("SEC"), subpoenas from the New York Attorney General's Office, requests for information from the Connecticut Securities and Investments Division of the Department of Banking, and requests for information from the New York Department of Insurance, in each case requesting documentation and other information regarding various mutual fund regulatory issues.
The SEC's Division of Enforcement and the New York Attorney General's Office
are investigating aspects of the Company's variable annuity and mutual fund
operations related to market timing. The Company's mutual funds are available
for purchase by the separate accounts of different variable life insurance
policies, variable annuity products,
A number of companies have announced settlements of enforcement actions with various regulatory agencies, primarily the SEC and the New York Attorney General's Office, which have included a range of monetary penalties and restitution. While no such action has been initiated against the Company, the SEC, and the New York Attorney General's Office are likely to take some action at the conclusion of the on-going investigations related to market timing and directed brokerage. The potential timing of any such action is difficult to predict. If such an action is brought, it could have a material adverse effect on the Company's consolidated results of operations or cash flows in particular quarterly or annual periods. Under generally accepted accounting policies in the United States, if an event occurs between the date of this report and the Company's filing of its Annual Report on Form 10-K which results in the Company being able to estimate its potential liability for any such action, the Company would be required to record the resulting charge in its results of operations for the fourth quarter of 2004.
On October 21, 2004, the Financial Services Agency ("FSA"), the Company's primary regulator in Japan, issued regulations concerning new reserving methodologies and Solvency Margin Ratio ("SMR") standards for variable annuity contracts. The regulations allow a "Standard" methodology and an "Alternative" methodology to determine required reserve levels and SMR standards. On December 27, 2004, the FSA also issued administrative guidelines that describe the detailed requirements under the two methodologies. The regulations are scheduled to become effective on April 1, 2005.
The new reserve methodologies and SMR standards would only apply to capital
requirements for Japanese regulatory purposes, and are not directly related to
results under accounting principles generally accepted in the United States. At
this time, the Company has decided to adopt the Standard methodology. While
management is still evaluating the impact of the regulations on the Company's
Japanese operations, at this time, based on the Company's assessment, the
Standard methodology would require $400 - $650 million of additional capital
during 2005. This estimate assumes that the Company will successfully employ
various capital management strategies within its discretion and control, which
may include, but are not limited to, product re-filing. The Company also is
currently evaluating certain reinsurance strategies which have the potential to
As provided in General Instruction B.2 of Form 8-K, the information contained in this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Some of the statements in this Form 8-K should be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These include statements about our future results of operations. 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 the difficulty in predicting
the Company's potential exposure for asbestos and environmental claims and
related litigation; the possible occurrence of terrorist attacks; the response
of reinsurance companies under reinsurance contracts and the availability,
pricing and adequacy of reinsurance to protect the Company against losses;
changes in the stock markets, interest rates or other financial markets,
including the potential effect on the Company's statutory capital levels; the
inability to effectively mitigate the impact of equity market volatility on the
Company's financial position and results of operations arising from obligations
under annuity product guarantees; the difficulty in predicting the Company's
potential exposure arising out of regulatory proceedings or private claims
relating to incentive compensation or payments made to brokers and alleged
anti-competitive conduct; the uncertain effect on the Company of regulatory and
market-driven changes in practices relating to the payment of incentive
compensation to brokers and other distribution intermediaries, including changes
that have been announced and those which may occur in the future; the uncertain
effect on the Company of the Jobs and Growth Tax Relief Reconciliation Act of
2003, in particular the reduction in tax rates on long-term capital gains and
most dividend distributions; the possibility of more unfavorable loss experience
than anticipated; the incidence and severity of catastrophes, both natural and
man-made; stronger than anticipated competitive activity; unfavorable judicial
or legislative developments, including the possibility that the Terrorism Risk
Insurance Act of 2002 is not extended beyond 2005; the potential effect of
domestic and foreign regulatory developments, including those which could
increase the Company's business costs and required capital levels; the
possibility of general economic and business conditions that are less favorable
than anticipated; the Company's ability to distribute its products through
distribution channels, both current and future; the uncertain effects of
emerging claim and coverage issues; the effect of assessments and other
surcharges for guaranty funds and second-injury funds and other mandatory
pooling arrangements; a downgrade in the Company's claims-paying, financial
strength or credit ratings; the ability of the Company's subsidiaries to pay
dividends to the Company; and others discussed in our Quarterly Reports on Form
10-Q, our 2003 Annual Report on Form 10-K and the other filings we make with the
Securities and Exchange Commission. We assume no obligation to update the
information set forth in this Form 8-K, which speaks as of the date issued.