Pricing Supplement No. 31 dated Filed pursuant to Rule 424(b)(5)
January 19, 2004. File No. 333-112244
(To Prospectus dated September 7, 2004 and Prospectus
Supplement dated September 7, 2004)
This Pricing Supplement consists of 8 pages.
HARTFORD LIFE INSURANCE COMPANY
DEPOSITOR
SECURED MEDIUM-TERM NOTES
ISSUED THROUGH
HARTFORD LIFE GLOBAL FUNDING TRUST 2005-010
EXTENDIBLE CALLABLE FLOATING RATE NOTES DUE FEBRUARY 15, 2006
The description in this Pricing Supplement of the particular terms of the
Secured Medium-Term Notes offered hereby and the Funding Agreement sold by
Hartford Life Insurance Company to the Trust specified herein supplements the
description of the general terms and provisions of the Notes and the Funding
Agreements set forth in the accompanying Prospectus and Prospectus Supplement,
to which reference is hereby made.
PROVISIONS RELATING TO THE NOTES
Principal Amount: $300,000,000 Type of Interest Rate: [ ] Fixed [X] Floating
Price to Public: 100% If Fixed Rate Notes: Not applicable.
Net Proceeds to Trust: $299,975,000 Interest Rate: Not applicable.
CUSIP Number: 41659EAC1 If Floating Rate Notes: Initial Interest Rate:
The Initial Interest Rate for the Notes offered by this
Agent's Discount: $25,000 Pricing Supplement will be LIBOR minus 0.01%,
determined in accordance with the provisions of this
Issuance Date: January 26, 2005 Pricing Supplement and the Prospectus Supplement on
the second London Banking Day immediately preceding the
Issuance Date.
Stated Maturity Date: The Initial Stated Maturity
Date, the Final Stated Maturity Date or any other maturity
date resulting from the failure to elect to extend the Base Rate: [ ] CD Rate [ ] Commercial Paper Rate
maturity of all or a portion of the Notes (as set forth in [ ] CMT Rate [ ] Federal Funds Rate
the attached schedule). [X] LIBOR [ ] Treasury Rate
[ ] Prime Rate [ ] Other (See Attached)
Initial Stated Maturity Date: February 15, 2006, or If LIBOR: [ ] LIBOR Reuters Page
if such day is not a Business Day, the immediately [X] LIBOR Telerate Page: 3750.
preceding Business Day. Designated LIBOR Currency: U.S. Dollars
Final Stated Maturity Date: February 12, 2010, or, If CMT Rate, Telerate Page: [ ] 7051 [ ] 7052
if such day is not a Business Day, the immediately If 7052: [ ] Weekly Average [ ] Monthly Average
preceding Business Day. Designated CMT Maturity Index:
Initial Interest Payment Date: February 15, 2005; provided Interest Reset Dates: The 15th of each month; provided that
that if such day is not a Business Day, such Interest Payment if such day is not a Business Day, such Interest Reset Date
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Date will be the next succeeding day that is a Business Day, will be the next succeeding day that is a Business Day, unless
unless that succeeding Business Day would fall in the next that succeeding Business Day would fall in the next calendar
calendar month, in which case such Interest Payment Date will month, in which case such Interest Reset Date will be the
be the immediately preceding Business Day. immediately preceding Business Day.
Initial Interest Payment Date: February 15, 2005;
Interest Payment Dates: The 15th day of each month; provided that if such day is not a Business Day, such
provided that (1) if such Interest Payment Date (other Interest Reset Date will be the next succeeding day
than the maturity date) is not a Business Day, such that is a Business Day, unless that succeeding Business
Interest Payment Date will be the next succeeding day that Day would fall in the next calendar month, in which
is a Business Day, unless that succeeding Business Day case such Interest Reset Date will be the immediately
would fall in the next calendar month, in which case such preceding Business Day.
Interest Payment Date will be the immediately preceding
Business Day and (2) the final Interest Payment Date of Index Maturity: One Month.
any Note will be the maturity date of such Note.
Interest Rate Determination Dates: As specified in the
Prospectus Supplement for the indicated base rate.
Specified Currency: U.S. Dollars.
Regular Record Dates: 15 days prior to each Interest
Payment Date.
Day Count Convention: As specified in the Prospectus
Supplement for the indicated base rate.
Computation of Interest: As specified in the Spread: See attached schedule
Prospectus Supplement for the indicated base rate. Spread Multiplier: N/A.
Maximum Interest Rate: None.
Authorized Denominations: $1,000 integral amounts. Minimum Interest Rate: None.
Optional Redemption: Yes [X] No [ ] Floating Rate/Fixed Rate Note: [ ] Yes [X] No. If yes:
Optional Redemption Date: See attached schedule. Fixed Rate:
Initial Redemption Percentage: 100% Fixed Rate Commencement Date:
Annual Percentage Reduction: N/A
Redemption may be: [ ] In whole only. Inverse Floating Rate Note [ ] Yes [X] No. If yes,
[X] In whole or in part. Fixed Interest Rate:
Optional Repayment: [ ] Yes [X ] No Sinking Fund: None.
Optional Repayment Dates:
Amortizing Note: [ ] Yes (See attached) [X] No Calculation Agent: JPMorgan Chase Bank, N.A.
Discount Note: [ ] Yes [X] No If Yes: Exchange Rate Agent: None.
Total Amount of Discount:
Yield to Maturity: Securities Exchange Listing: None.
Agents: J.P. Morgan Securities Inc. Additional Amounts to be Paid: [ ] Yes [X] No
Other Provisions Relating to the Notes: See attached Special Tax Considerations: See attached schedule.
schedule.
Note: Notwithstanding anything to the contrary in the Prospectus or the
Prospectus Supplement, the Indenture Trustee with respect to the Notes will be
Law Debenture Trust Company of New York.
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INFORMATION RELATING TO THE FUNDING AGREEMENT
Funding Agreement Provider: Hartford Life Insurance Type of Interest Rate: [ ] Fixed [X] Floating
Company
If Fixed Rate Funding Agreement: Interest Rate:
Funding Agreement: FA-405010
If Floating Rate Funding Agreement: Initial Interest
Contract Payment: $300,000,015 Rate: The Initial Interest Rate for the Funding
Agreement offered by this Pricing Supplement will be
Deposit Amount: $299,975,015 LIBOR minus 0.01%, determined in accordance with the
(if different from Contract Payment) provisions of this Pricing Supplement and the
Prospectus Supplement on the second London Banking Day
Effective Date: January 26, 2005 immediately preceding the Issuance Date.
Base Rate: [ ] CD Rate [ ] Commercial Paper Rate
Stated Maturity Date: February 12, 2010 [ ] CMT Rate [ ] Federal Funds Rate
[X] LIBOR [ ] Treasury Rate
Initial Interest Payment Date: February 15, 2005; provided [ ] Prime Rate [ ] Other (See Attached)
that if such day is not a Business Day, such Interest
Payment Date will be the next succeeding day that is a
Business Day, unless that succeeding Business Day would
fall in the next calendar month, in which case such
Interest Payment Date will be the immediately preceding
Business Day.
Interest Payment Dates: The 15th day of each month; If LIBOR: [ ] LIBOR Reuters Page
provided that (1) if such Interest Payment Date (other [X] LIBOR Telerate Page: 3750.
than the redemption payment date specified in the Designated LIBOR Currency: U.S. Dollar.
schedule) is not a Business Day, such Interest Payment
Date will be the next succeeding day that is a Business If CMT Rate, Telerate Page: [ ] 7051 [ ] 7052
Day, unless that succeeding Business Day would fall in the If 7052: [ ] Weekly Average [ ] Monthly Average
next calendar month in which case such Interest Payment Designated CMT Maturity Index:
Date will be the immediately preceding Business Day and
(2) the final Interest Payment Date for the applicable
portion of the Funding Agreement will be the Stated
Maturity Date or the redemption payment date specified in Interest Reset Dates: The 15th of each month;
the schedule. provided that if such day is not a Business Day, such
Interest Reset Date will be the next succeeding day
Specified Currency: U.S. Dollars. that is a Business Day, unless that succeeding Business
Day would fall in the next calendar month, in which
case such Interest Reset Date will be the immediately
preceding Business Day.
Day Count Convention: As specified in the Prospectus
Supplement for the indicated base rate.
Computation of Interest: As specified in the Prospectus Initial Interest Reset Date: February 15, 2005; provided that if
Supplement for the indicated base rate. such day is not a Business Day, such Interest Reset Date
will be the next succeeding day that is a Business Day, unless
Optional Redemption: Yes [X] No [ ] that succeeding Business Day would fall in the next calendar
Optional Redemption Date: See attached schedule. month, in which case such Interest Reset Date will be the immediately
Initial Redemption Percentage: See attached schedule. preceding Business Day.
Annual Percentage Reduction: None.
Redemption may be: [ ] In whole only. Index Maturity: One month.
[X] In whole or in part.
Interest Rate Determination Date: As specified in the
Other Redemption Terms: See attached schedule. Prospectus Supplement for the indicated base rate.
Optional Repayment: [ ] Yes [X ] No
Optional Repayment Dates:
Spread: See attached schedule.
Discount Funding Agreement: [ ] Yes [X] No. If yes: Spread Multiplier: N/A.
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Maximum Interest Rate: None.
Total Amount of Discount: Minimum Interest Rate: None.
Yield to Maturity:
Additional Amounts to be Paid: [ ] Yes [X] No Floating Rate/Fixed Rate Funding Agreement: [ ] Yes [X] No
If yes: Fixed Rate:
Fixed Rate Commencement Date:
Amortizing Funding Agreement: [ ] Yes (See attached)
[X] No
Inverse Floating Rate Funding Agreement: [ ] Yes [X] No
Special Tax Considerations: None If yes: Fixed Interest Rate:
Other Provisions Relating to the Funding Agreement: See
attached schedule.
Note: The Opinion regarding the enforceability of the Funding Agreement and the
related Consent of Counsel for Hartford Life Insurance Company is given by
Jonathan Mercier, Counsel.
INFORMATION PERTAINING TO THE RATINGS OF
THE NOTES AND THE FUNDING AGREEMENT
It is anticipated that, as of January 26, 2005, both the Notes and the Funding
Agreement will be rated by the indicated rating agencies as follows:
Standard & Poor's: AA- Moody's: Aa3
The Moody's rating also extends to the Program under which the Notes are issued.
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SCHEDULE OF ADDITIONAL PROVISIONS
PROVISIONS RELATING TO NOTES
EXTENSION ELECTION:
The Notes will mature on the Initial Stated Maturity Date, unless the
maturity of all or any portion of the principal amount of the Notes is extended
in accordance with the procedures described below. In no event will the maturity
of the Notes be extended beyond the Final Stated Maturity Date.
During a notice period relating to an Election Date (as defined below)
you may elect to extend the maturity of all or any portion of the principal
amount of your Notes (in any multiple of $1,000) so that the maturity of your
Notes will be extended to the Corresponding Maturity Date (as defined below) for
the immediately following Election Date; provided, however, if such maturity
date is not a Business Day, the maturity of such Notes will be the immediately
preceding Business Day. The Election Dates are the 15th day of each month or, if
such day is not a Business Day, the next day that is a Business Day, commencing
on February 15, 2005 and ending on January 15, 2009. The respective
Corresponding Maturity Date for each Election Date is the 15th day of the 12th
Calendar month following the Election Date for which no election to extend is
made. For example, if you do not elect to extend a portion of your Notes on the
Election Date of February 15, 2005, such portion of your Notes will mature on
February 15, 2006. Similarly, if you elect to extend a portion of your Notes on
the Election Date of February 15, 2005, such portion of your Notes will then be
scheduled to mature (barring a subsequent valid election) on March 15, 2006.
To make an effective election, you must deliver a notice of election
during the notice period for an Election Date. The notice period for an Election
Date begins on the sixth Business Day prior to the Election Date and ends on the
Business Day immediately preceding the Election Date. Your notice of election
must be delivered to JPMorgan Chase Bank, N.A., the Paying Agent for the Notes,
through the normal clearing system channels described in more detail below, no
later than the close of business in New York City on the last Business Day in
the notice period, at which time such notice becomes irrevocable.
REDEMPTION:
If, with respect to any Election Date, you do not elect to extend the
maturity of all or a portion of the principal amount of your Notes, the Trust
may redeem, in whole or in part, the principal amount of the Notes for which you
have failed to make such an election on each subsequent Interest Payment Date in
accordance with the Prospectus Supplement; provided, that notwithstanding the
Prospectus Supplement, the written notice of redemption must be given to each
applicable holder of the Notes to be redeemed not more than 20 nor less than 15
days prior to the applicable date of redemption.
SPREAD:
The spread for the Notes for the indicated periods is as follows:
PERIOD SPREAD
------ -------
From and including the Issuance Date to but not including February 15, 2006 - 0.01%
From and including February 15, 2006 to but not including February 15, 2007 + 0.02%
From and including February 15, 2007 to but not including February 15, 2008 + 0.04%
From and including February 15, 2008 to the Final Stated Maturity Date + 0.06%
If, with respect to any Election Date, you do not make an election to
extend the maturity of all or a portion of the principal amount of your Notes,
the principal amount of the Notes for which you have failed to make such an
election will become due and payable on the earlier of the Initial Stated
Maturity Date or such later Corresponding Maturity Date related to the relevant
Election Date on which the Notes were not extended, or, if such day is not a
Business Day, the immediately preceding
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Business Day. The principal amount of the Notes for which such election is not
exercised will be represented by a new Note issued on such Election Date. The
Note so issued will have the same terms as the Notes, except that it will not be
extendible, will have a separate CUSIP number, will be subject to redemption by
the Trust as described above and its maturity date will be the earlier of the
Initial Stated Maturity Date or such later Corresponding Maturity Date related
to the relevant Election Date on which the Notes were not extended, or, if such
day is not a Business Day, the immediately preceding Business Day. The failure
to elect to extend the maturity of all or any portion of the Notes will be
irrevocable and will be binding upon any subsequent holder of such Notes.
The Notes are issued in registered global form and remain on deposit
with DTC, the depositary for the Notes. Therefore, you must exercise the option
to extend the maturity of your Notes through the depositary. To ensure that the
depositary receives timely notice of your election to extend the maturity of all
or a portion of your Notes, so that it can deliver notice of your election to
the Paying Agent prior to the close of business in New York City on the last
Business Day in the notice period, you must instruct the direct or indirect
participant through which you hold an interest in the Notes in accordance with
the then applicable operating procedures of the depositary.
The depositary must receive any notice of election from its
participants no later than 12:00 noon (New York City time) on the last Business
Day in the notice period for the depositary to deliver timely notice of your
election to the Paying Agent. Different firms have different deadlines for
accepting instructions from their customers. You should consult the direct or
indirect participant through which you hold an interest in the Notes to
ascertain the deadline for ensuring that timely notice will be delivered to the
depositary.
SPECIAL TAX CONSIDERATIONS RELATING TO THE NOTES
The following discussion is based on the opinion of Sidley Austin Brown
& Wood LLP, special tax counsel to Hartford Life Insurance Company ("SPECIAL TAX
COUNSEL") and supplements the general discussion of certain U.S. federal income
tax considerations contained in the accompanying Prospectus Supplement.
As more fully discussed in the accompanying Prospectus Supplement,
Hartford Life Insurance Company intends to take the position, for U.S. federal
income tax purposes, that the Trust will be disregarded. In addition, the
Funding Agreement will provide that the Trust and Hartford Life Insurance
Company each agree to disregard the Funding Agreement for U.S. federal income
tax purposes. Together, these positions, if accepted by the courts and the
Internal Revenue Service (the "IRS"), will result in the Notes being treated for
U.S. federal income tax purposes as indebtedness of Hartford Life Insurance
Company (the "INTENDED TAX CHARACTERIZATION"). Each holder of a Note (or any
beneficial interest therein), by acceptance of the Note (or beneficial
interest therein), agrees to treat the Trust and the Note consistently with the
Intended Tax Characterization. The remainder of this discussion assumes that the
Intended Tax Characterization is correct.
An election to extend the maturity of all or any portion of the
principal amount of the Notes in accordance with the procedures described herein
should not be a taxable event for U.S. federal income tax purposes. This
conclusion is based, in part, upon the Treasury Regulations governing original
issue discount on debt instruments (the "OID REGULATIONS").
Pursuant to Treasury Regulations governing modifications to the terms
of debt instruments (the "MODIFICATION REGULATIONS"), the exercise of an option
by a holder of a debt instrument to defer any scheduled payment of principal is
a taxable event if, based on all the facts and circumstances, such deferral is
considered material under the Modification Regulations. The Modification
Regulations do not specifically address the unique features of the Notes
(including their economic equivalence to an approximately five-year debt
instrument containing holder put options). However, under the OID Regulations,
for purposes of determining the yield and maturity of a debt instrument that
provides the holder with an unconditional option or options, exercisable on one
or more dates during the term of the debt instrument, that, if exercised,
require payments to be made on the debt instrument under
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an alternative payment schedule or schedules (e.g., an option to extend the
maturity of the debt instrument), a holder is deemed to exercise or not exercise
an option or combination of options in a manner that maximizes the yield on the
debt instrument. Since the spread will periodically increase during the term of
the Notes from an initial amount equal to - 0.01% to an amount equal to + 0.06%,
under the OID Regulations, as of the Issuance Date, original holders of the
Notes should be deemed to elect to extend the maturity of all of the principal
amount of the Notes to the Final Stated Maturity Date. Accordingly, under the
OID Regulations, the Final Stated Maturity Date should be treated as the
maturity date of the Notes for U.S. federal income tax purposes. Although it is
unclear how the OID Regulations should apply in conjunction with the
Modification Regulations to the Notes, Special Tax Counsel is of the opinion
that, based upon the OID Regulations, an election to extend the maturity of all
or any portion of the principal amount of the Notes in accordance with the
procedures described herein should not be a taxable event for U.S. federal
income tax purposes. In addition, the Notes should not constitute contingent
payment debt instruments that would be subject to certain Treasury Regulations
governing contingent payment obligations (the "CONTINGENT PAYMENT REGULATIONS").
Under the treatment described above, the Notes should be treated as
having been issued with de minimis original issue discount. Therefore, the Notes
should not be treated as having been issued with original issue discount for
U.S. federal income tax purposes.
Prospective investors should note that, in particular because of the
absence of authority directly addressing the unique features of the Notes, no
assurance can be given that the IRS will accept, or that the courts will uphold,
the characterization and the tax treatment of the Notes described above. If the
IRS were successful in asserting that an election to extend the maturity of all
or any portion of the principal amount of the Notes is a taxable event for U.S.
federal income tax purposes, then holders of the Notes would be required to
recognize any gain inherent in the Notes at the time of such an election. Also,
if the IRS were successful in asserting that the Notes were subject to the
Contingent Payment Regulations, the timing and character of income thereon would
be affected. Among other things, holders of the Notes may be required to accrue
original issue discount income, subject to adjustments, at a "comparable yield"
on the issue price. Furthermore, any gain recognized with respect to the Notes
would generally be treated as ordinary income. The foregoing is a summary of the
views of Special Tax Counsel and is not to be construed as tax advice for the
benefit of investors. Prospective investors should consult their own tax
advisors regarding the U.S. federal income tax consequences of an investment in,
and extending the maturity of, the Notes.
Prospective investors should also consult the general discussion of
certain U.S. federal income tax considerations relating to the purchase,
ownership and disposition of the Notes contained in the section called "Material
United States Federal Income Tax Considerations" in the accompanying Prospectus
Supplement.
PROVISIONS RELATING TO FUNDING AGREEMENT
The spread for the Funding Agreement for the indicated periods is as
follows:
PERIOD SPREAD
------ ------
From and including the Funding Agreement Effective Date to but not including - 0.01%
February 15, 2006
From and including February 15, 2006 to but not including February 15, 2007 + 0.02%
From and including February 15, 2007 to but not including February 15, 2008 + 0.04%
From and including February 15, 2008 to the Stated Maturity Date + 0.06%
In the event that the maturity date of a portion or all of the Notes
are not extended, then the Trust will be required, no later than three Business
Days from the applicable Election Date (as defined above), to provide notice of
redemption regarding the applicable portion or all of the Funding Agreement, as
applicable. Such notice will indicate (1) the redemption payment date (which
will be the same date as the relevant Corresponding Maturity Date, as
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defined above), (2) the redemption price (which shall be the face amount of the
Funding Agreement to be redeemed plus any accrued but unpaid interest) and (3)
if a portion of the Funding Agreement is to be redeemed, the face amount of the
portion of the Funding Agreement to be redeemed on the redemption payment date.
Such notice will be irrevocable.
On and after receipt of the Trust's notice in accordance with the
preceding paragraph, the Funding Agreement Provider may elect to redeem on each
subsequent Interest Payment Date all or any portion of the applicable portion of
the Funding Agreement in accordance with the Prospectus and the Prospectus
Supplement.
CAPITALIZED TERMS USED IN THE SCHEDULE TO THIS PRICING SUPPLEMENT WHICH ARE
OTHERWISE NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE
PRICING SUPPLEMENT OR THE PROSPECTUS SUPPLEMENT, AS APPLICABLE.
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