Item 2. Unregistered Sales of Equity Securities
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, 2022 are set forth below. During the period from October 1, 2022 to October 26, 2022, the Company repurchased 1.5 million shares for $98.
Repurchases of Common Stock by the Issuer for the Three Months Ended September 30, 2022
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, 2022 - July 31, 2022 1,860,590 $ 64.15 1,850,377 $ 329
August 1, 2022 - August 31, 2022 2,158,032 $ 66.03 2,143,062 $ 3,188
September 1, 2022 - September 30, 2022 1,361,856 $ 66.07 1,359,117 $ 3,098
Total
5,380,478 $ 65.39 5,352,556
[1]Includes 27,922 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 $64.82 in employee tax withholding obligations related to net share settlements in the three months ended September 30, 2022.
[2]On December 17, 2020, the Board of Directors authorized a new equity repurchase plan for $1.5 billion for the period commencing January 1, 2021 through December 31, 2022. The Board of Directors increased this authorization by $1.0 billion on April 22, 2021 and by $500 on October 28, 2021, bringing the aggregate repurchase authorization to $3.0 billion through December 31, 2022. In addition to the authorization covering the period from January 1, 2021 to December 31, 2022, in July, 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. 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.
Item 6.
EXHIBITS
See Exhibits Index on page 113 .
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THE HARTFORD FINANCIAL SERVICES GROUP, INC.
FOR THE QUARTER ENDED SEPTEMBER 30, 2022
FORM 10-Q
EXHIBITS INDEX
Exhibit No. Description Form File No. Exhibit No Filing Date
3.01 Restated Certificate of Incorporation of The Hartford, as filed with the Delaware Secretary of State on October 20, 2014.
8-K 001-13958 3.01 10/20/2014
3.02 Amended and Restated By-Laws of The Hartford, amended effective December 17, 2020.
8-K 001-13958 3.1 7/21/2016
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, 2022, 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 27, 2022 /s/ Scott R. Lewis
Scott R. Lewis
Senior Vice President and Controller
(Chief accounting officer and duly
authorized signatory)
114
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.