The Hartford Insurance Group, Inc. (HIG)
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Status update

Mar 21, 2012

Operator

Good afternoon. My name is Molly and I will be your conference operator today. At this time, I would like to welcome everyone to The Hartford Financial Services Group, Inc. conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star then the number one on your telephone keypad. If you would like to withdraw your question, press the pounds key. Thank you. I will now turn the call over to Sabra Purtill. You may begin your conference.

Sabra Purtill
SVP of Investor Relations, The Hartford

Good afternoon and thank you for joining us for our conference call regarding our announcement that The Hartford will focus on our property casualty, Group Benefits and mutual funds businesses. The presentation for today's call was posted on our website this morning. Liam McGee, our Chairman, President and CEO will discuss our evaluation process and conclusions and Chris Swift, our CFO, will provide an overview of next steps and longer term goals as well as a brief update on our first quarter outlook. Please note that as discussed on page two of the presentation, any statements made today concerning The Hartford's future results or actions should be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and actual results may differ materially. We assume no obligation to update these statements.

You should also consider the important risks and uncertainties that may cause actual results to differ, including those discussed in our press release, our 10-K and other filings we make with the SEC. In our presentation today, we use some financial measures that are not derived from generally accepted accounting principles or GAAP. Definitions and reconciliations of these measures to the most directly comparable GAAP measures are provided in our financial supplement or 10-K. I'll now turn the call over to Liam.

Liam McGee
Chairman, President, and CEO, The Hartford

Thank you, Sabra. Good afternoon, everyone and thank you for joining us today. As you know, earlier today we announced a number of actions that will over time position us to deliver superior performance and greater shareholder value. This decision to sharpen The Hartford's focus is the result of a rigorous evaluation of the company's strategy and portfolio of businesses by the management team and the board of directors with the assistance of outside advisors. This work began in mid-2011 as part of strategy discussions we regularly have with the board. In our work, we considered a broad range of factors with the primary goal of delivering greater shareholder value. These included market dynamics, returns, capital market sensitivity, The Hartford's competitive positions and capital requirements. Importantly, we also examined how to mitigate and eventually isolate or defease the risks associated with our in-force annuity business.

As we discussed on our fourth quarter earnings call, we also reviewed the idea of separating the P&C and life companies into standalone entities. We appreciate the positive dialogue and constructive input we have had with many of our shareholders, including Paulson & Company. The plan we outlined this morning is the right path for The Hartford and we are focused on its execution. The steps we are taking over the next 12- 18 months we believe provide the best opportunity to create shareholder value. The path we have chosen focuses on property and casualty, group benefits and mutual funds. As a result, we decided to place individual annuity into run-off and pursue sales or other strategic alternatives for individual life, Woodbury Financial Services and retirement plans. These were difficult decisions to make, particularly given the outstanding effort by our team to improve profitability and grow their businesses.

In making this decision, we focused on businesses that met all three of these important criteria. First, our ongoing businesses must have distinct and competitive market positions upon which we could invest for profitable growth. Second, businesses that have strong capital generating ability. Third was to reduce the capital market sensitivity of The Hartford. Now I want to provide a little detail on each of these. While we have competitive positions in our current businesses, the ongoing portfolio is distinctive and builds on The Hartford's core competencies in insurance underwriting and claims management as well as distribution excellence. The ongoing businesses are projected to have a 12%-13% ROE in 2012 and they represent virtually all of the company's statutory earnings power. In commercial markets, we are an important player and have an industry leading small commercial franchise. We're a market leader in group benefits.

In consumer markets, we have developed the ability to profitably underwrite the mature preferred personal lines market as a result of our 27-year partnership with AARP. In mutual funds, we have a unique sub-advisory relationship with Wellington Management. Second, the ability of our ongoing businesses to generate capital was key. Our P&C businesses are strong generators of capital and we expect group benefits to return to normalized capital generation levels over time as the economy improves and we begin to see the effects of our pricing discipline. The mutual fund business consistently produces capital. Finally, our goal over time is to reduce The Hartford's overall sensitivity to capital markets and decrease the volatility of our results. We believe our sharper focus will help us accomplish this in two ways.

First, the ongoing businesses are much less capital market sensitive. Second, the proceeds from divestitures could provide The Hartford with greater financial flexibility to opportunistically reduce or defease the risks associated with the legacy annuity block, or otherwise isolate those risks from the ongoing businesses. With the combination of US Annuity and Japan legacy block and now in the runoff segment, the team is evaluating different opportunities, including sales, securitizations, risk-sharing, and other actions that can accelerate the release of capital supporting these annuity blocks. With the ongoing portfolio of businesses, we will concentrate the allocation of capital to businesses that take insurance risk, property, casualty, mortality, and morbidity, and reduce the allocation to businesses that take market risk. We're excited about the prospects ahead for each of our ongoing businesses. In commercial markets, we're making good progress.

Doug Elliott has made several important hires and has restructured our field operation to align top talent with key operating objectives. We are broadening the company's property and liability capabilities to complement our historic strength in workers' compensation. While the group benefits business has experienced some challenges in recent periods, The Hartford has a significant market position. We are the third-largest writer in group life and disability lines and have excellent relationships with distribution partners, a strong client profile, and outstanding claims management practices. Recently, we named Mike Kincannon, a top talent in the organization, as the head of group benefits. Under Mike's leadership, we will continue to take the right actions to improve profitability. Mike's strong P&C background will also be beneficial in leveraging the synergies between group benefits and commercial P&C.

We've made good progress generating incremental sales through each channel. Clearly, we are still in the early stages of maximizing this opportunity. In consumer markets, The Hartford is among the top five in the direct channel through our relationship with AARP. This affiliation is a competitive advantage. We have successfully adapted our direct capabilities to the agency channel and are encouraged by the early success in AARP agency. With our expanded relationship with Wellington Management, we have a unique business in mutual funds that we intend to grow. We recently moved the mutual fund headquarters to Radnor, Pennsylvania, to be closer to Wellington staff. This is a business with a competitive market position that generates attractive returns. Before I close, I want to share with you my enthusiasm about our plans.

I am confident that with a more focused company, we will be positioned to achieve greater shareholder value over time through higher ROEs, reduced sensitivity to capital market risks, a lower cost of capital, and increased financial flexibility. There is a great deal of work to do over the next 12- 18 months. Our team is laser-focused on execution. We have already started to align resources around these very important activities. I'll now turn the call over to Chris, who will talk more about our timeline and execution plans. Chris?

Chris Swift
CFO, The Hartford

Thanks, Liam. Good afternoon, everyone. Thank you for joining us today. Today's announcement is the first step on a path that we believe will lead to a more focused organization. Over time, higher ROEs, reduced sensitivity to capital markets, a lower cost of capital, and increased financial flexibility. Liam discussed the approach and criteria used to evaluate our businesses. Now, I'd like to discuss the actions that we have taken or will be taking as a result of this decision and some of their financial implications. As shown on slide 12, we will take several actions over the next 18 months in order to focus our company on the property and casualty, group benefits, and mutual funds businesses. This table lays out the timeframe as well as our view on managing capital and business risks with the longer-term goals we expect to achieve.

First, individual annuity will be closed to new sales on April 27th. We expect to take a charge of approximately $15 million-$20 million after tax in the second quarter to cover expenses and severance associated with this action. We do not currently expect any material change to our 2012 statutory surplus outlook as a result of the actions announced today. We expect 2013 run rate expense reductions of approximately $100 million before tax as a result of the shutdown of annuity sales. The individual annuity segment will be placed into our life other operations segment in the runoff division beginning in the second quarter of 2012. This is the only change we are making to our financial reporting segments as a result of today's announcement. We will also continue to explore opportunities for our runoff businesses.

With the addition of individual annuity, about 50% of our capital will be allocated to this division. We recently appointed a senior management team for the life runoff business led by Dave Bedard, who was previously the CFO of wealth management. He has more than 20 years of experience in the life insurance business. Dave and his team are hard at work evaluating different opportunities that could accelerate the release of capital supporting this division. As you know, this business is sensitive to equity, interest rate, and currency markets. Our hedging program actively manages the risk related to these exposures today. Going forward, we will concentrate on exploring opportunities to de-risk and improve capital efficiency, including sales, securitizations, risk sharing, and other actions that can accelerate the release of capital supporting this division.

Currently, there are limited alternatives for variable annuities, but we believe that opportunities will emerge as the markets continue to improve. As a result, we're not ready to provide our outlook for capital releases related to the runoff businesses, but you should rest assured that we are focused on it, and we will continue to keep you updated on our progress. We are focused on improving statutory earnings and reducing capital allocated to this segment. Turning to slide 14. Our next step in this process will be to divest individual life, Woodbury Financial Services, and retirement plans. These are strong businesses with distinct market positions and talented employees. However, they do not align with our sharper focus, and we believe they will be better served as part of other organizations. Today, about 10% of our capital is allocated to these businesses.

While we are in the process of finalizing incentives and other programs to maximize the value of these businesses during this transition, we expect to see a negative impact on new sales for these businesses as a result of today's announcement. We will continue to evaluate our goodwill for these businesses during the transition period. Our life business, with $12.4 billion of policyholder reserves and account values, ranks sixth in industry premiums in 2011. Full year 2011 revenues were about $1.4 billion, and core earnings, excluding DAC and LOC, were $183 million. The individual life in-force book is a balanced mix of variable and universal life business. We had strong sales growth in 2011 due to our innovative riders, including Life Access and Longevity Access, as well as the expansion of our distribution channels.

We will also explore options for Woodbury Financial Services, an independent broker-dealer based in Minnesota with 1,400 brokers and about $250 million of revenue in 2011. Woodbury was recognized as the independent broker-dealer of the year by Broker Dealer Magazine in 2011. Retirement Plans consist of two businesses, corporate 401(k), where we are the fourth largest provider measured by number of plans, and a tax-exempt marketplace, including 403(b) and 457 markets. Full year 2011 revenues were $766 million, and assets under management were $52.3 billion at the end of 2011. Retirement Plans is a leader in the small employer market and has delivered strong sales and innovative products like Hartford Lifetime Income. As Liam said, the decision to sell these businesses was very difficult given their track record of success. Our ultimate disposition will be thoughtful and deliberate.

These are strong, successful businesses. We will pursue the best outcome, taking into consideration the interest of all stakeholders, including policyholders, employees, and shareholders. We are at work with our investment bankers. It will take a number of months to reach a definitive agreement. I know you have questions about the use of proceeds from any transactions. Our ultimate decisions will depend on market opportunities and conditions at that time. We will continue to look at a broad array of options, including de-leveraging the balance sheet, de-risking actions related to the annuity blocks, investments in the ongoing business, and other capital management actions. We remain committed to maintaining capital resources and financial strength required by our business strategy and consistent with our current ratings. This commitment to financial strength is important consideration for policyholders as well as shareholders and other investors.

As we've done for over 200 years, we will continue to honor our commitments to policyholders, whether their product is in run-off segment or not, while also providing them with a high level of service. Going forward, our sharper focus on property and casualty, Group Benefits, and mutual fund franchises will allow us to concentrate on the continued improvement and growth of these businesses. We believe these businesses can generate superior returns over the long term. We are continuing to focus on profitable growth. These businesses have an ROE between 12% and 13%. This is significantly higher than the ROE of the run-off businesses and those that we are exiting, which have an ROE of about 5%-6%. In Commercial Markets, we are pleased with the pricing improvement we are seeing in P&C Commercial. Our margins will benefit as we see the effects of price increases through 2012.

In the first two months of 2012, we continued to see strong rate increases of approximately 8%-10% in Middle Market. We remain focused on improving returns in workers' compensation and Middle Market while building upon our industry-leading position in Small Commercial. We remain focused on our targeted pricing initiatives in Group Benefits. The Group Benefits market remains competitive. As we expected, we have seen lower retention on first quarter renewals due to our pricing discipline. As 2012 progresses, we will continue to pursue distribution synergies between P&C Commercial and Group Benefits in order to generate incremental premium growth. In Consumer Markets, the AARP book has shown strong sales momentum in the last two quarters, particularly in AARP agency. This momentum has continued into 2012, putting us in good position to see top-line growth in this business in 2013.

We are optimistic for continued margin improvement in the near term. In mutual funds, we believe the expanded relationship with Wellington Management will help drive sales, particularly in fixed income. As expected, net flows remain negative in the first two months, but with strong equity markets, we have seen better fund performance and an increase in assets under management. In total, these businesses are executing upon their initiatives for 2012. We believe they will continue to offer strong opportunities to grow and increase margins, and we are excited about their prospects. Finally, before turning to Q&A, I'd like to update you on the first quarter. We expect first quarter 2012 core earnings of $435 million-$455 million, or $0.98-$0.93 per share. $0.89 per share, I'm sorry, to $0.93, before the DAC unlock.

Our current estimate for CATs is about $20 million, or roughly $0.04 under our budget of $47 million after tax. We also currently estimate favorable prior year loss reserve development of about $20 million after tax, largely in consumer markets. Importantly, we haven't seen any material change in accident year 2010 or 2011 workers' compensation trends. Offsetting these positive developments are some headwinds in alternative and limited partnerships returns, which are running below our 9% return target, but higher than fourth quarter 2011 return, which was break even. We expect to have a favorable DAC unlock in the first quarter, reflecting our normal quarterly adjustment based on account values. Based on March 16th market levels, our quick estimate for the DAC unlock is a favorable $125 million-$225 million, or at least $0.25 per share.

As you know, new DAC guidance was implemented effective January 1st, and the actual DAC unlock will depend on our quarterly account values and the detailed calculations. I wanted to give you an idea where we stand today. We plan to release our restated 2011 quarterly segment results next week to help you with your models before our earnings release on May 2nd. We expect the quarter will include about $550 million-$600 million of realized losses after tax, after DAC, largely related to the impact of improving markets on the hedging programs. This estimate is based on market levels as of March 16th and will change depending on actual March 31st market levels. The net unrealized gain before tax for our general account investments was about $2.8 billion as of March 16th, about equal to year-end levels.

Given earnings, blackouts, and other activities of the past two months, we have not been able to be active in our share repurchase program since early January. We intend to complete the roughly $400 million remaining under this program on a timely basis, taking into consideration market conditions and potential trading restrictions. We've covered a lot of ground today with our announcement this morning as well as our financial update. I think now would be a good time to open up the call for questions. Sabra, could you please give the Q&A instructions?

Sabra Purtill
SVP of Investor Relations, The Hartford

Sure. Thank you, Chris. I ask you to please limit yourself to one question and a follow-up in order to allow others time to ask their questions. I also wanted to note for everyone that Liam and Chris will be attending the JP Morgan Healthcare Conference in New York on March 29th and will be available there as well. Molly, can you please begin the Q&A process?

Operator

At this time, I would like to remind everyone in order to ask a question, please press star, then the number one on your telephone keypad now. Your first question comes from the line of Jay Gelb with Barclays Capital.

Chris Swift
CFO, The Hartford

Hi, Jay.

Jay Gelb
Analyst, Barclays Capital

Thank you. Good afternoon. Hi, how are you?

Chris Swift
CFO, The Hartford

Fine, thank you.

Jay Gelb
Analyst, Barclays Capital

With regard to the Paulson proposal, I was wondering if down the road, Hartford is still leaving the door open to a potential spin-off of the property casualty operation.

Chris Swift
CFO, The Hartford

Well, Jay, thanks for the question, first of all. First thing I'd say is we believe we have the right plan that we announced this morning to deliver enhanced shareholder value. Obviously, we're going to have our heads down working very hard to execute on this plan over the next 12-18 months. A couple of things I'd say. We're committed to the four ongoing businesses, and we're also committed to selling the three businesses we identified.

Liam McGee
Chairman, President, and CEO, The Hartford

The proceeds, Jay, from these sales will provide us the flexibility to reduce the fees or isolate the risk in the VA blocks. If you mean isolate the VA blocks from the ongoing businesses, of course, we would consider that down the road.

Jay Gelb
Analyst, Barclays Capital

Okay. Then my follow-up on a separate issue is if you look at the earnings power on a run rate basis and the return on equity of the business that would be left after a sale, then, of course, redeploying the proceeds, where does that get you to? Does it get you to earnings accretion and higher ROE? If so, how?

Liam McGee
Chairman, President, and CEO, The Hartford

Well, I'll give you some high-level views, then I'm sure Chris would like to add some comments as well. Jay, as we noted in our remarks, the ongoing businesses are targeted to have a 12%-13% ROE for 2012 as compared to a 5%-6% ROE for both the runoff and those businesses that we will be selling. Clearly, we start with a platform of businesses that are performing at a much higher level. We are determined to improve the performance of those ongoing businesses even further through running them better, continued focus on expense efficiencies, continued focus on our pricing discipline. So I think we see a path, and we'll give you more details in the periods ahead to organically improve the ROE of the ongoing businesses. Chris, anything you'd add?

Chris Swift
CFO, The Hartford

I think you said it well. The earnings power of the future organization won't fully emerge overnight, Jay. This is a transitionary period, particularly with related to the runoff annuity blocks. I think our disclosures and mindset will be going forward is that we want to hone in on the performance and returns of the, I'll call it, going-forward businesses and their earning powers in the capital. You can monitor and manage and help us as we run off the runoff block, and you could see the interplay between those two blocks of business.

Liam McGee
Chairman, President, and CEO, The Hartford

Jay, the last comment I'd make, just to reiterate what I said in some of my remarks, these ongoing businesses represent virtually all of the statutory earnings of The Hartford today.

Jay Gelb
Analyst, Barclays Capital

Okay, I understand that. I just want to make sure that people, well, people I think will focus on the ROE for the entire enterprise. I understand the ongoing pieces will be higher, but I think we'll take into account the full results. I look forward to clarity on that going forward. Thank you.

Liam McGee
Chairman, President, and CEO, The Hartford

Jay, one last comment I'd make. Obviously, ROE of the enterprise, to some degree, will be dependent on the amount of proceeds and the use of proceeds in the months ahead as well.

Jay Gelb
Analyst, Barclays Capital

Okay.

Operator

Your next question comes from the line of Randy Binner with FBR.

Randy Binner
Analyst, FBR

Great. Thank you. I guess I'd like to talk about the VA runoff and how we might think about this process affecting the earnings profile there. In particular, I was wondering if you could share color on if you think lapse or benefit utilization, particularly income benefit utilization, might be higher. Is there anything that The Hartford can do now to increase fees or other pricing on the products? Anything that The Hartford can do to work on the commission structure? Usually, when companies put these lines in a runoff, there's things they can do to optimize profitability and also we'll want to know how that might look on a go-forward basis as profits come through. Any color around that would be very helpful.

Chris Swift
CFO, The Hartford

Randy, it's Chris. Happy to try to help. I think from the, I'll call it, policyholder behavior side, obviously, it's very early in the process here to try to predict what that behavior is going to be. I wouldn't want to try to predict it other than there might be temporary blips on lapses and activities along those lines. I think from the rider fee side, we're virtually at max rider fees on all our products. There might be a small block that we still might have 20 basis points to move. We've been aggressively managing rider fees and charging the max rates that we can. On, I'll call it, trail commissions, as we discussed it and describe it internally, I think we've said before, these are contractual commitments that we intend to honor and not break.

Even if you were going to even try to break them, there'd be consequences for that. I think as part of the runoff management team's, I'll call it, mission, as we've been trying to describe, it's statutory earnings improvement. It's capital release improvement. It's a whole host of other operating things, expense efficiencies that we are and will continue to focus on to release that capital just as quickly as we can.

Randy Binner
Analyst, FBR

Thanks. Just a couple follow-ups there. It sounds like the benefit that you might get on statutory earnings out of annuity is more going to be from expense management and then whatever you can do to release capital. There's not other buttons to push, I guess, is what I'm just trying to clarify. The expenses we can run through fairly easily, and then the capital issue, I guess, will defer till the future, but those are really the drivers.

Chris Swift
CFO, The Hartford

I think you got it right in that I think we've talked about, Randy, you've heard me talk about it. We still have units of risk to manage, and we still have exposures to manage with our hedging program. Actually, we feel pretty good about where net amount at risk are heading. This quarter. In and by itself, this decision, there isn't a silver bullet as far as capital. It really will focus on efficiency of the operations, taking care of our policyholders, managing their requests and inquiries appropriately. Then over time, as markets continue to heal and improve, we get the release of capital.

Randy Binner
Analyst, FBR

Sorry, one more. This is related. The expense savings is really cutting back on the channel, the distribution costs, that would not anticipate maybe higher hedging costs. Would those be allocated against the annuity runoff, or would we see the de-risking here in another area of the income statement?

Chris Swift
CFO, The Hartford

Yeah, the $100 million that we talked about, Randy, I view it as operating expenses not related to hedging. Operating expenses at the division level and a little bit of allocated. I think the hedging cost, as you know, goes through realized capital gains and losses. We've always said, as markets improve, there are opportunities to, I'll call it, optimize that hedging program also going forward, which would reduce the effective cost of that program.

Randy Binner
Analyst, FBR

Great, thanks.

Operator

Your next question comes from the line of Mark Finkelstein with Evercore Partners.

Chris Swift
CFO, The Hartford

Hi, Mark.

Mark Finkelstein
Analyst, Evercore Partners

Good morning. I guess my first question is, can you just talk about the downgrade from S&P today, whether you see any implications on the group ongoing business as a result of that change?

Chris Swift
CFO, The Hartford

Randy, it's Chris. It was Robert Paiano I had the opportunity to meet with the agencies, all of them. It's a fact that S&P is the only one that really took action in a meaningful way, particularly zoned in on one of our legal entities, as you know, we call it ILA.

Mark Finkelstein
Analyst, Evercore Partners

Right.

Chris Swift
CFO, The Hartford

That legal entity writes most of our individual annuity business and a good portion of our individual life business. Disappointing. I would also just put out, that the other agencies had different views, too. You sort of take all the views together hopefully people will reach a balanced position. Our philosophy and how we're managing capital really isn't changing at the legal entity level. As it relates really to group benefits, all of our group benefits business is really written out of the legal entity we call HLA, Hartford Life and Accident. That is still an A-rated entity at the lower end of an A for S&P, as you mentioned, but still A-rated. We're committed to maintaining financial strength and convincing the agencies to show ultimately that financial strength.

Mark Finkelstein
Analyst, Evercore Partners

Just to maybe get a little bit more clarity on the capital side. I think you suggested that 50% of capital gets allocated to the runoff businesses. How much gets allocated to life and how much gets allocated to retirement, roughly? The businesses that are being sold.

Chris Swift
CFO, The Hartford

Randy, yeah, you're right.

Mark Finkelstein
Analyst, Evercore Partners

It's Mark, actually.

Chris Swift
CFO, The Hartford

capital, just to interpret for you, that's GAAP allocated capital.

Mark Finkelstein
Analyst, Evercore Partners

Correct.

Chris Swift
CFO, The Hartford

Again, we go through our capital attribution process, and that's in the runoff division. What we've said is that 10% of our total capital is in life and retirement. I think if you look closely at our IFS, you could probably get an idea of what is in each individual group from there.

Mark Finkelstein
Analyst, Evercore Partners

Sorry, just to clarify, the 10%, though, that's excluded from the 50% in runoff.

Chris Swift
CFO, The Hartford

Yes.

Mark Finkelstein
Analyst, Evercore Partners

Okay, perfect. Okay. That's fine, thank you.

Chris Swift
CFO, The Hartford

Thank you, Mark.

Operator

Your next question comes from the line of Jeff Schuman with KBW.

Chris Swift
CFO, The Hartford

Hello, Jeff.

Jeff Schuman
Analyst, KBW

Hi. Thanks. Good afternoon. I want to ask a couple things about the businesses that are targeted for sale. First of all, just a technical clarification. Do the Woodbury results live within the life segment, or where do the Woodbury results appear?

Chris Swift
CFO, The Hartford

Jeff, it's Chris. They reside in corporate.

Jeff Schuman
Analyst, KBW

Those are within the corporate. Can you give us a sense of the earnings related to Woodbury?

Chris Swift
CFO, The Hartford

Yeah, I would say they're modest.

Jeff Schuman
Analyst, KBW

Modest.

Chris Swift
CFO, The Hartford

Yeah, I view that the way our philosophy in running that broker-dealer was for a modest profit. All the revenues that we talked about, the roughly $250 million in revenues, is substantially offset by commissions and operating expenses.

Jeff Schuman
Analyst, KBW

Okay. In terms of thinking about possible proceeds from the sale of the businesses. First of all, I assume this is likely to be some sort of coinsurance transaction. Should we anticipate a ceding commission that might bear some resemblance to a multiple of pre-DAC earnings? Is that kind of the right way for us to start thinking about gross pre-tax proceeds?

Chris Swift
CFO, The Hartford

Yeah. Jeff, all I could say is, you're directionally correct, I really wouldn't comment much more. We really are in the process of finalizing offering memorandums and taking it to The Street. We want to be flexible and sensitive to different structures and different ideas. Reinsurance, whether it be coinsurance, whether it be ModCo, whether it be carve-outs, however you want to describe it, are things that we'll explore with counterparties to extract what we think is fair value.

Jeff Schuman
Analyst, KBW

Okay. Let me just try one general question then. Would you be optimistic that net after-tax proceeds would be relatively close to gross proceeds. Could you expect to do something fairly tax efficient, do you think?

Chris Swift
CFO, The Hartford

Hard to speculate. I just prefer not to right at this point in time, Jeff.

Jeff Schuman
Analyst, KBW

Okay. Thanks, Chris.

Operator

Your next question comes from the line of Thomas Gallagher with Credit Suisse.

Tom Gallagher
Analyst, Credit Suisse

Hi. Just first question on annuity runoff. I guess I just want to get a little more color for how you're thinking about it. I know, Chris, you had made the comment about freeing up capital as the book winds down or shrinks, there's also the comment that you may want to use capital for that business to better either immunize it, insulate it, protect it. How should we think about that business? Is it going to be a source of funds? Do you see that freeing up capital, or is it going to be a capital consumer as you think about some of the other businesses that you're selling and kind of what your options are there?

Chris Swift
CFO, The Hartford

Thanks, Tom. I think what we're really trying to do is two things. Obviously, run it as efficiently and effectively as possible, both from an operating side and how we might be able to improve margins, and effectiveness side, obviously, with our hedging program. The ultimate goal of whether it be the VA components of runoff or the fixed components of runoff, the fixed annuities, is to ultimately defease it, reduce it, transfer it, sell it, monetize it over a longer period of time, and free up capital. We're still optimistic that we could do that in a fashion that doesn't, I'll call it, create statutory losses. As we go to the market and explore market-based transactions, we'll have to just keep you posted on what's more realistic from, I'll call it, monetizing, transferring risk on these blocks of business.

We are prepared to spend certain levels of capital to effectuate transactions.

Tom Gallagher
Analyst, Credit Suisse

Chris, when you say to effectuate transactions, that would be to effectively reduce the risk, reduce capital volatility related to this business. Essentially, legal separation of some of the VA liabilities. Is that what you're referring to?

Chris Swift
CFO, The Hartford

Yes. I've been trying to describe what Liam has given us the mission of shrinking those blocks of business whether it be legally vis-a-vis reinsurance, vis-a-vis securitization. Whatever structures are out there, we're willing to explore. What I'm trying to highlight is that we think there are ready markets for fixed transactions, fixed-based annuities, whether it be our structured settlements, terminal funding, and that we're going to have to work creatively with others to figure out VA solutions because we just don't see any VA solutions available in the marketplace today.

Tom Gallagher
Analyst, Credit Suisse

Is there a way to think about right now as you've operated it as a going concern, I think net redemptions have been about 12% of AUM. Now, once it gets put into runoff, I guess we can all assume that the lapses go higher or net redemptions go higher. I assume you guys have done some internal modeling on this to try and estimate where things go. Is there any high-level comments you can give in terms of the way, whether it's through precedent transactions in the past or your own internal modeling, about how quickly this book might shrink?

Chris Swift
CFO, The Hartford

It's really hard to predict, Tom. I know what you're trying to accomplish. I acknowledge that the numbers you gave is just how do you really predict policyholder behavior with any accuracy of just what we went through? It's just hard to predict.

Tom Gallagher
Analyst, Credit Suisse

Okay, then just one last one. The mutual fund business, the fact that you're retaining that, don't you need your broker-dealer from a distribution standpoint to maintain kind of your sales momentum in that business? Or is that not distributed by your broker-dealer? Is that through an alternative channel?

Chris Swift
CFO, The Hartford

Tom, I'll just comment legally on the broker-dealer. Woodbury isn't the broker-dealer we use in conjunction with that business. Woodbury is the independent broker-dealer. We have, I think, one or two other broker-dealers associated with the mutual fund business that will be core to that business going forward.

Liam McGee
Chairman, President, and CEO, The Hartford

Tom, I'd add that business clearly satisfies the three criteria that I highlighted in my remarks, number one. Number two, the reception to the expansion of Hartford Funds from equity-only sub-advised by Wellington to fixed income sub-advised by Wellington has been very enthusiastic by the various broker-dealers in the marketplace. We're very excited and very optimistic about the growth prospects for this business and the value creation prospects of this business.

Chris Giovanni
Analyst, Goldman Sachs

Got it. Thanks, Liam.

Liam McGee
Chairman, President, and CEO, The Hartford

Thank you very much, Tom.

Operator

Your next question comes from the line of John Nadel with Sterne Agee.

Chris Swift
CFO, The Hartford

Hello, John.

John Nadel
Analyst, Sterne Agee

Hi, good afternoon. A couple quick ones. If I focus on the capital supporting the runoff VA business, Chris, I think you mentioned that that's in Hartford Life and Annuity. I know at year-end, the RBC ratio of that particular sub was like 1,100%. If I look at that versus a 400% level, that's $2.6 billion of excess capital. I know you have the business there reinsured to the VA captives, and they aren't capitalized to that sort of a level. But if you merged all three of those entities together, Hartford Life and Annuity and the two captives, where's the risk-based capital level then of the three on a combined basis?

Chris Swift
CFO, The Hartford

Yeah. I don't have those, I'll call it combined RBCs, with me just right in front of me. I think you have it right, is that no matter what the printed RBC is, most of the risks reside in White River. We do, obviously, manage all the legal entities and their risk in total. We work with the agencies to see through all the structures and make sure that we are stressing, and we run all our models against all the risk, no matter where the legal entities reside. I understand what you're getting at. I would just still say that the total capitalization of the life group, and particularly for the annuity risk, we feel good about. It's at CTE 98 levels historically, and that's something that we still feel good as far as managing the financial strengths of all the legal entities, including White River.

John Nadel
Analyst, Sterne Agee

Well, that's sort of the direction I was heading in. The $2.6 billion, if I just solve for a 400% at Hartford Life & Annuity, I know the life business is in there too. I guess I'm just trying to get a sense for once the life business is sold or coinsured away, if you guys have historically been managing the life company to, let's say, a stressed scenario RBC of 325, is it conceivable that we should be able to expect that you would manage that to a lower risk-based capital ratio under that same sort of stress scenario?

Chris Swift
CFO, The Hartford

Anything's conceivable. I tell you, our philosophy right now is basically unchanged. If it does change, we'll keep you posted, John. I'm not going to-

John Nadel
Analyst, Sterne Agee

Okay.

Chris Swift
CFO, The Hartford

sort of say that this is the path we're going down or any of those type things. We need to manage the risk that we have within the financial strength ratings and targets that we want to have and manage our stress level capitals to the scenarios that we've always talked about, and we'll continue to update you on the outcomes of all those judgments and decisions.

John Nadel
Analyst, Sterne Agee

Just a separate question on hedging. I'm kind of surprised to see the size of that hedging loss that you expect for 1Q, $550 million-$600 million after tax. Is it fair for us to look upon that and maybe say you're over-hedged on equity market risk? Is that the right takeaway, or is there something we're not seeing somewhere else that there's a significant liability side offset to that? Then if you could just comment on whether we should be thinking similarly for life insurance companies' statutory capital in 1Q, because I would have been expecting Life Co's stat capital to be up rather significantly quarter-over-quarter.

Chris Swift
CFO, The Hartford

Yeah. I have a smile on my face about over-hedged, thanks for the question. We're running the programs as we designed it, obviously, particularly for Japan and the U.S. As we've always tried to say, John, in strong markets, weakening yen, we are going to print hedge losses. What sometimes isn't fully reflected in the GAAP financial statements, as you know, is the liability offset. Only the USWB program we have the offset. As I've always said, rising markets, weak yen, is a net-net positive economic benefit to The Hartford, and you ought to feel good about it no matter what the printed numbers are on a GAAP statement.

John Nadel
Analyst, Sterne Agee

Do we see those economics more clearly than on a statutory basis when you report 1Q?

Chris Swift
CFO, The Hartford

Right. I've always said statutory is a little closer to fair value light. I think when we report first quarter results, I think you'll see not perfect call it harmony as far as markets recovering and liabilities releasing because we've always talked about that that happens a little bit on a lag basis. Generally, you'll see the symmetry that you're trying to look for there.

John Nadel
Analyst, Sterne Agee

Got it. Thank you very much.

Operator

Your next question comes from the line of Nigel Daly with Morgan Stanley.

Nigel Daly
Analyst, Morgan Stanley

Great. Thank you. Good afternoon. First question I have is, after the business units' sales are executed, do we face any potentially problematic regulatory hurdles with regards to getting the capital out of the life and annuity operations to the parent?

Chris Swift
CFO, The Hartford

Obviously, Nigel, it's Chris. Any transaction will be an approval requirement by the regulators that they'll have to go through. My belief is that whether it be within normal, I'll call it dividend limitations or return of capital, I'll call it approvals that we could seek, we'll be able to get the capital up to the holding company. To be clear, whether it be regulatory or we would request return of capital type permission from the regulator, we're confident the capital would flow up.

Nigel Daly
Analyst, Morgan Stanley

Okay, great. Second on the annuity block. I know you don't want to discuss how much capital will be freed from the run-off, but how much capital are you saving from shutting it down to new sales versus your original capital plan for the year?

Chris Swift
CFO, The Hartford

I don't have the precise calculation, there is a marginal benefit, right? We're avoiding new business strain, commissions. I wouldn't say it's zero, but it's relatively modest.

Nigel Daly
Analyst, Morgan Stanley

Okay. Just last one, also on capital. Did you get some sort of covariance benefit from having life and retirement in your RBC ratio? Perhaps do you need to retain some of the sale proceeds at the life co to offset any benefit that you were previously receiving?

Chris Swift
CFO, The Hartford

There are covariance benefits, it's the third time I've used this word now, modest.

Nigel Daly
Analyst, Morgan Stanley

Modest. Got it.

They're modest.

Okay, thanks a lot.

Chris Swift
CFO, The Hartford

Thanks, Nigel.

Operator

Your next question comes from the line of Ed Speier with Bank of America.

Ed Speier
Analyst, Bank of America

Thank you. Good afternoon. The question I have is, when you talk about sales proceeds and you list sort of potential uses, de-leveraging the balance sheet, de-risking actions related to the annuity blocks, those are listed as one and two. I guess, I'm just wondering if you can try to help us understand a little bit about how we should think about earnings power. I know you don't want to give us a number, but it would seem like the de-leveraging the balance sheet and de-risking related to the annuity blocks would be dilutive to earnings, and that using capital to buy back stock well below book value is accretive to earnings. How we think about not just the magnitude of sale proceeds, but also the allocation there is going to be pretty important. Anything that you can add on that would be helpful.

Liam McGee
Chairman, President, and CEO, The Hartford

Ed, this is Liam. First of all, the order of listing those was not in any kind of priority order. I wouldn't read any significance into which one's number one, two, three or four. As we've said, how we use those proceeds will depend on future market conditions and opportunities. I think the kind of analysis that you described would likely be prevalent in the current time. We'll see what the market conditions and opportunities are at the time that we have those proceeds. Of course, our focus and our priority will be creating shareholder value.

Chris Swift
CFO, The Hartford

Ed, it's Chris. When we talk about de-levering, it's not just for the sake of de-levering, right? As businesses and operations are sold, we'll manage the balance sheet to make sure our coverage ratio and leverage ratios are in sync. Think about proceeds might have to be used to just right size the balance sheet for the remaining businesses and the revenues and earnings that we give up and the capital that we would give up. As Liam said, that's probably the only, I'll call it constraint that we would manage to.

Liam McGee
Chairman, President, and CEO, The Hartford

Yeah, well said, Chris. Thank you.

Ed Speier
Analyst, Bank of America

If you're thinking about, let's just say things were sold at book value, you would be thinking about $0.25 of every dollar being used to pay down debt or whatever the sort of normal debt to capital ratio type of thought process is?

Chris Swift
CFO, The Hartford

Yeah, that would generally be a rule of thumb.

Ed Speier
Analyst, Bank of America

Okay.

Chris Swift
CFO, The Hartford

Also you've got to manage, I'll call it the coverage ratios too. Depending on GAAP earnings, statutory earnings, the implications of that, it's just not one measure. Ed, that's what I just would like you to leave with.

Ed Speier
Analyst, Bank of America

If we look at those earnings on a GAAP basis for the segments that you're talking about, the businesses you're potentially going to sell, is there any material difference if we think about ratio stat to GAAP for any of those businesses stand out one way or another in terms of what you're going to be giving up from a coverage ratio standpoint?

Chris Swift
CFO, The Hartford

No, not really.

Ed Speier
Analyst, Bank of America

Okay, thanks.

Sabra Purtill
SVP of Investor Relations, The Hartford

Hi, Molly. I just wanted to note we have about time for about one more question.

Operator

Your next question comes from the line of Rob Haines with Credit Sights.

Rob Haines
Analyst, CreditSights

Hi. Thanks. I think it'd be helpful if you could help us understand how the announcement is going to impact the mechanics of the intercompany note between Hartford Holdings and Hartford Fire.

Chris Swift
CFO, The Hartford

Rob, it's Chris. The announcement should have no impact on.

Rob Haines
Analyst, CreditSights

It's not going to have to be extinguished?

Chris Swift
CFO, The Hartford

No.

Rob Haines
Analyst, CreditSights

Okay. Simple enough.

Sabra Purtill
SVP of Investor Relations, The Hartford

Thank you. I think we can take one more, Molly.

Operator

Okay. Your next question comes from the line of Chris Giovanni with Goldman Sachs.

Chris Giovanni
Analyst, Goldman Sachs

Thanks much. Good afternoon. I wanted to focus a little bit on the ongoing businesses where you forecast the 12%-13% ROE. When we think about the rate increases that you're putting through and getting, they're pretty noticeable. Chris, you made the comments about this leading to margins improving over time. When we see the rate increases work into results over the next couple of years, where do you think those 12%-13% ROEs could get to?

Chris Swift
CFO, The Hartford

Chris, thank you for the question. I'm going to avoid call it any really predictions or guidance. If you want to think about it, what I would ask you to think about is where we are today with our 2012 business and how Group Benefits is performing, which I would characterize as off from prior years. As those margins earn in and pricing increases, if we could get Group Benefits back to a $200 million level, that would be positive to those types of numbers. As Doug and Andy work in consumer and particularly in middle market, there's a lot of opportunity there. I can't give you a precise number.

As we grow mutual funds and try to double that business, I think you could feel good that 12- 13 point is a good foundation to build off of going forward and have a nice business model long term.

Chris Giovanni
Analyst, Goldman Sachs

Just lastly, back to the VA and the runoff. You had mentioned sort of the limited alternatives today, expect more to emerge over time. This is certainly, I guess, something where a lot of investors are skeptical and sort of struggling to see what gets us there. Curious to see your thoughts in terms of what the alternatives could be and what we need to get there. Is it higher markets, interest rates? Is it regulatory driven? What could position sort of a third party to step in and be willing to take on some of these liabilities?

Chris Swift
CFO, The Hartford

I think you named them. It's a combination of everything. Obviously it's a willingness of sellers to understand how that liability is going to get rerated and what does that cost really come to you. All those are conditions more favorable that allows private capital and private equity to flow into it. Then there needs to be a market clearing mechanism to understand how they're ultimately going to rate those liabilities and what does that mean on individual balance sheets. We're willing to at least explore that.

Chris Giovanni
Analyst, Goldman Sachs

Okay. Thank you very much.

Sabra Purtill
SVP of Investor Relations, The Hartford

Thank you. I want to thank you all for joining us today. I know we still have some people who are in the queue, Chris and Liam's time is pretty tight today with all the activities. I want to assure you that we're here and available to answer your questions and look forward to talking to you this afternoon. Thank you and have a good afternoon.

Operator

Thank you. This does conclude today's conference call. You may now disconnect.