Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011 September 30, 2011

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to        

Commission File Number 1-13754

 

 

THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   04-3263626

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

440 Lincoln Street, Worcester, Massachusetts 01653

(Address of principal executive offices) (Zip Code)

(508) 855-1000

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

The number of shares outstanding of the registrant’s common stock was 44,870,688 as of November 1, 2011.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

  

Item 1.

  Financial Statements   
 

Consolidated Statements of Income

     2   
 

Consolidated Balance Sheets

     3   
 

Consolidated Statements of Shareholders’ Equity

     4   
 

Consolidated Statements of Comprehensive Income

     5   
 

Consolidated Statements of Cash Flows

     6   
 

Notes to Interim Consolidated Financial Statements

     7   

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      31   

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk      56   

Item 4.

  Controls and Procedures      57   

PART II. OTHER INFORMATION

  

Item 1.

  Legal Proceedings      58   

Item 1A

  Risk Factors      58   

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds      62   

Item 6.

  Exhibits      63   

SIGNATURES

     64   


Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 

     Three Months
Ended
September 30,
    Nine Months
Ended
September 30,
 

(in millions, except per share data)

   2011     2010     2011     2010  

R EVENUES

      

Premiums

   $ 1,018.6      $ 728.0      $ 2,550.8      $ 2,092.3   

Net investment income

     67.8        61.3        189.2        184.2   

Net realized investment gains (losses):

        

Net realized gains from sales and other

     9.7        7.1        28.6        24.3   

Net other–than–temporary impairment losses recognized in income

     (1.5     (1.4     (3.7     (7.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net realized investment gains

     8.2        5.7        24.9        16.8   
  

 

 

   

 

 

   

 

 

   

 

 

 

Fees and other income

     13.4        9.0        30.8        25.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     1,108.0        804.0        2,795.7        2,318.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

LOSSES AND EXPENSES

        

Losses and loss adjustment expenses

     734.9        454.6        1,863.4        1,384.6   

Policy acquisition expenses

     241.1        173.4        603.2        490.8   

Interest expense

     17.4        11.8        38.6        32.8   

Other operating expenses

     133.3        91.1        331.4        275.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total losses and expenses

     1,126.7        730.9        2,836.6        2,183.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (18.7     73.1        (40.9     135.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense (benefit):

        

Current

     (18.4     21.2        (40.7     (8.5

Deferred

     9.4        0.5        14.0        48.2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total income tax expense (benefit)

     (9.0     21.7        (26.7     39.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

     (9.7     51.4        (14.2     95.8   

Gain from discontinued operations (net of income tax benefit of $0.1 and $0.4 for the three months ended September 30, 2011 and September 30, 2010 and $0.6 for the nine months ended September 30, 2010)

     —          0.9        2.0        0.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (9.7   $ 52.3      $ (12.2   $ 96.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

PER SHARE DATA

        

Basic

        

Income (loss) from continuing operations

   $ (0.21   $ 1.14      $ (0.31   $ 2.09   

Gain from discontinued operations

     —          0.02        0.04        0.02   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share

   $ (0.21   $ 1.16      $ (0.27   $ 2.11   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding

     45.3        44.9        45.4        45.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

        

Income (loss) from continuing operations

   $ (0.21   $ 1.12      $ (0.31   $ 2.06   

Gain from discontinued operations

     —          0.03        0.04        0.02   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share

   $ (0.21   $ 1.15      $ (0.27   $ 2.08   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding

     45.3        45.7        45.4        46.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

2


Table of Contents

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

     September 30,     December 31,  

(in millions, except per share data)

   2011     2010  

A SSETS

    

Investments:

    

Fixed maturities, at fair value (amortized cost of $5,966.1 and $4,598.8)

   $ 6,227.6      $ 4,797.9   

Equity securities, at fair value (cost of $249.2 and $120.7)

     246.3        128.6   

Other investments

     194.1        39.4   
  

 

 

   

 

 

 

Total investments

     6,668.0        4,965.9   
  

 

 

   

 

 

 

Cash and cash equivalents

     922.7        290.4   

Accrued investment income

     106.1        53.8   

Premiums and accounts receivable, net

     1,204.4        772.0   

Reinsurance recoverable on paid and unpaid losses, benefits and unearned premiums

     2,202.9        1,254.2   

Deferred policy acquisition costs

     509.9        345.3   

Deferred income taxes

     215.6        177.4   

Goodwill

     200.6        179.2   

Other assets

     527.0        398.1   

Assets of discontinued operations

     127.3        133.6   
  

 

 

   

 

 

 

Total assets

   $ 12,684.5      $ 8,569.9   
  

 

 

   

 

 

 

L IABILITIES

    

Loss and loss adjustment expense reserves

   $ 5,722.0      $ 3,277.7   

Unearned premiums

     2,401.9        1,520.3   

Expenses and taxes payable

     672.8        541.7   

Reinsurance premiums payable

     402.9        34.4   

Debt

     901.6        605.9   

Liabilities of discontinued operations

     128.4        129.4   
  

 

 

   

 

 

 

Total liabilities

     10,229.6        6,109.4   
  

 

 

   

 

 

 

Commitments and contingencies

    

S HAREHOLDERS EQUITY

    

Preferred stock, $0.01 par value, 20.0 million shares authorized, none issued

     —          —     

Common stock, $0.01 par value, 300.0 million shares authorized,

    

$60.5 million shares issued

     0.6        0.6   

Additional paid-in capital

     1,785.2        1,796.5   

Accumulated other comprehensive income

     191.5        136.7   

Retained earnings

     1,200.7        1,246.8   

Treasury stock, at cost (15.9 and 15.6 million shares)

     (723.1     (720.1
  

 

 

   

 

 

 

Total shareholders’ equity

     2,454.9        2,460.5   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 12,684.5      $ 8,569.9   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

3


Table of Contents

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

 

       Nine Months  Ended
September 30,
 

(in millions)

   2011     2010  

P REFERRED S TOCK

    

Balance at beginning and end of period

   $ —        $ —     
  

 

 

   

 

 

 

C OMMON S TOCK

    

Balance at beginning and end of period

     0.6        0.6   
  

 

 

   

 

 

 

A DDITIONAL P AID -I N C APITAL

    

Balance at beginning of period

     1,796.5        1,808.5   

Employee and director stock-based awards and other

     (11.3     (9.9
  

 

 

   

 

 

 

Balance at end of period

     1,785.2        1,798.6   
  

 

 

   

 

 

 

A CCUMULATED O THER C OMPREHENSIVE I NCOME (L OSS )

    

N ET U NREALIZED A PPRECIATION O N I NVESTMENTS A ND D ERIVATIVE I NSTRUMENTS :

    

Balance at beginning of period

     218.3        107.7   

Net appreciation during the period:

    

Net appreciation on available-for-sale securities and derivative instruments

     48.1        227.1   

Benefit (provision) for deferred income taxes

     11.1        (57.4
  

 

 

   

 

 

 
     59.2        169.7   
  

 

 

   

 

 

 

Balance at end of period

     277.5        277.4   
  

 

 

   

 

 

 

D EFINED B ENEFIT P ENSION AND P OSTRETIREMENT P LANS :

    

Balance at beginning of period

     (81.6     (78.9

Amount recognized as net periodic benefit cost during the period

     7.7        7.3   

Provision for deferred income taxes

     (2.7     (2.6
  

 

 

   

 

 

 
     5.0        4.7   
  

 

 

   

 

 

 

Balance at end of period

     (76.6     (74.2
  

 

 

   

 

 

 

C UMULATIVE F OREIGN C URRENCY T RANSLATION A DJUSTMENT :

    

Balance at beginning of period

     —          —     

Amount recognized as cumulative foreign currency translation during the period

     (14.5     —     

Benefit (provision) for deferred income taxes

     5.1        —     
  

 

 

   

 

 

 
     (9.4     —     
  

 

 

   

 

 

 

Balance at end of period

     (9.4     —     
  

 

 

   

 

 

 

Total accumulated other comprehensive income

     191.5        203.2   
  

 

 

   

 

 

 

R ETAINED E ARNINGS

    

Balance at beginning of period

     1,246.8        1,141.1   

Net income (loss)

     (12.2     96.4   

Dividends to shareholders

     (37.5     (35.9

Treasury stock issued for less than cost

     (6.1     (7.9

Recognition of employee stock-based compensation

     9.7        7.6   
  

 

 

   

 

 

 

Balance at end of period

     1,200.7        1,201.3   
  

 

 

   

 

 

 

T REASURY S TOCK

    

Balance at beginning of period

     (720.1     (620.4

Shares purchased at cost

     (20.0     (126.0

Net shares reissued at cost under employee stock-based compensation plans

     17.0        21.5   
  

 

 

   

 

 

 

Balance at end of period

     (723.1     (724.9
  

 

 

   

 

 

 

Total shareholders’ equity

   $ 2,454.9      $ 2,478.8   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

4


Table of Contents

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

     Three Months  Ended
September 30,
    Nine Months  Ended
September 30,
 

(in millions)

   2011     2010     2011     2010  

Net income (loss)

   $ (9.7   $ 52.3      $ (12.2     96.4   

Other comprehensive income:

        

Available-for-sale securities:

        

Net appreciation during the period

     6.2        99.1        43.7        220.5   

Portion of other-than-temporary impairment losses transferred from other comprehensive income

     0.8        2.3        6.2        6.6   

(Provision) benefit for deferred income taxes

     9.7        (25.9     10.5        (57.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Total available-for-sale securities

     16.7        75.5        60.4        169.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Derivative instruments:

        

Net appreciation (depreciation) during the period

     0.1        —          (1.8     —     

(Provision) benefit for deferred income taxes

     (0.1     —          0.6        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivative instruments

     —          —          (1.2     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Pension and postretirement benefits:

        

Amortization recognized as net periodic benefit costs:

        

Net actuarial loss

     3.9        4.3        11.6        12.9   

Prior service cost

     (1.3     (1.5     (3.9     (4.4

Transition asset

     —          (0.4     —          (1.2
  

 

 

   

 

 

   

 

 

   

 

 

 

Total amortization recognized as net periodic benefit costs

     2.6        2.4        7.7        7.3   

Provision for deferred income taxes

     (0.9     (0.9     (2.7     (2.6
  

 

 

   

 

 

   

 

 

   

 

 

 

Total pension and postretirement benefits

     1.7        1.5        5.0        4.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cumulative foreign currency translation adjustment:

        

Amount recognized as cumulative foreign currency translation during the period

     (14.5     —          (14.5     —     

Benefit (provision) for deferred income taxes

     5.1        —          5.1        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cumulative foreign currency translation adjustment

     (9.4     —          (9.4     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income

     9.0        77.0        54.8        174.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ (0.7   $ 129.3      $ 42.6        270.8   
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

5


Table of Contents

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

     Nine Months Ended
September 30,
 

(in millions)

   2011     2010  

C ASH FLOWS FROM OPERATING ACTIVITIES

    

Net income (loss)

   $ (12.2   $ 96.4   

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

    

Net loss from retirement of debt

     2.3        —     

Net realized investment gains

     (13.4     (16.4

Net amortization and depreciation

     12.3        12.0   

Stock-based compensation expense

     9.7        8.6   

Amortization of deferred benefit plan costs

     7.7        7.4   

Deferred income taxes

     14.2        48.1   

Change in deferred acquisition costs

     16.5        (58.5

Change in accrued investment income

     (30.7     (0.9

Change in premiums receivable, net of reinsurance premiums payable

     41.1        (241.9

Change in loss, loss adjustment expense and unearned premium reserves

     254.6        276.2   

Change in reinsurance recoverable

     (53.7     (14.7

Change in expenses and taxes payable

     62.7        (104.6

Other, net

     (24.8     (26.7
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     286.3        (15.0
  

 

 

   

 

 

 

C ASH FLOWS FROM INVESTING ACTIVITIES

    

Proceeds from disposals and maturities of fixed maturities

     1,138.2        998.6   

Proceeds from disposals of equity securities and other investments

     17.7        44.9   

Purchases of fixed maturities

     (1,122.5     (981.7

Purchases of equity securities and other investments

     (58.6     (95.3

Cash used for business acquisitions, net of cash acquired

     268.4        (13.3

Capital expenditures

     (9.8     (6.6

Net payments related to swap agreements

     (1.9     —     

Other investing items

     (0.3     —     
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     231.2        (53.4
  

 

 

   

 

 

 

C ASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from exercise of employee stock options

     3.9        9.3   

Proceeds from debt borrowings

     314.4        205.6   

Change in collateral related to securities lending program

     (32.6     (23.4

Dividends paid to shareholders

     (37.5     (35.9

Repurchases of debt

     (86.8     (0.4

Repurchases of common stock

     (20.0     (130.6

Other financing activities

     (0.6     0.1   
  

 

 

   

 

 

 

Net cash provided by financing activities

     140.8        24.7   
  

 

 

   

 

 

 

Effect of exchange rate changes on cash

     (28.4     —     

Net change in cash and cash equivalents

     658.3        (43.7

Net change in cash related to discontinued operations

     2.4        (1.2

Cash and cash equivalents, beginning of period

     290.4        316.5   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 922.7      $ 271.6   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

 

6


Table of Contents

THE HANOVER INSURANCE GROUP, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements of The Hanover Insurance Group, Inc. and subsidiaries (“THG” or the “Company”) have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the requirements of Form 10-Q. Certain financial information that is provided in annual financial statements, but is not required in interim reports, has been omitted.

The interim consolidated financial statements of THG include the accounts of The Hanover Insurance Company (“Hanover Insurance”) and Citizens Insurance Company of America, THG’s principal U.S. domiciled property and casualty companies; and certain other insurance and non-insurance subsidiaries. These legal entities conduct their operations through several business segments discussed in Note 10 – “Segment Information”. In addition, effective July 1, 2011, the Company acquired Chaucer Holdings PLC (“Chaucer”), a specialist underwriting group which operates through the Society and Corporation of Lloyd’s (“Lloyd’s) (See Note 3 – “Acquisitions”). The interim consolidated financial statements include Chaucer’s results for the period from July 1, 2011 through September 30, 2011. Additionally, the interim consolidated financial statements include the Company’s discontinued operations, consisting of the Company’s former life insurance businesses and its accident and health business. All intercompany accounts and transactions have been eliminated.

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the opinion of the Company’s management, the accompanying interim consolidated financial statements reflect all adjustments, consisting of normal recurring items, necessary for a fair presentation of the financial position and results of operations. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for the full year. The acquisition of Chaucer on July 1, 2011, which has added meaningful business volumes to THG third quarter results, has affected the comparability of the consolidated financial statements. These financial statements should be read in conjunction with THG’s 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 24, 2011 and the unaudited Pro Forma Condensed Combined Financial Statements of THG and Chaucer included as Exhibit 99.2 in Amendment No. 1 to THG’s Form 8K/A, which was filed with SEC on September 19, 2011.

2. New Accounting Pronouncements

Recently Implemented Standards

In December 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Update No. 2010-29 (Topic 805) Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force). This update provides clarity on the presentation of comparable pro forma financial statements for business combinations. Revenues and earnings of the combined entity should be disclosed as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Additionally, this update requires the disclosure to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The disclosure guidance provided in this ASC update is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company has implemented this guidance as of January 1, 2011. Implementing this guidance did not have an effect on the Company’s financial position or results of operations upon adoption; however, the disclosure requirements were applied to the Company’s acquisition of Chaucer. See Note 3 – “Acquisitions” for pro forma results of operations of THG and Chaucer.

In December 2010, the FASB issued ASC Update No. 2010-28 (Topic 350) When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force) . This update modifies Step 1 of the goodwill impairment test for companies with zero or negative carrying amounts to require Step 2 of the goodwill impairment test to be performed if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. This ASC update is effective for annual and interim periods beginning after December 15, 2010. The Company has implemented this guidance as of January 1, 2011. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

 

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In July 2010, the FASB issued ASC Update No. 2010-20 (Topic 310) Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses . This ASC update is applicable for financing receivables recognized on a company’s balance sheet that have a contractual right to receive payment either on demand or on fixed or determinable dates. This update enhances the disclosure requirements about the credit quality of financing receivables and the allowance for credit losses, at disaggregated levels. The disclosure guidance provided in the update relating to those required as of the end of the reporting period was effective for interim and annual reporting periods ending on or after December 15, 2010. The effect of implementing the guidance was not significant to the Company’s financial statement disclosures. The disclosure guidance related to activity that occurs during the reporting period is effective for interim and annual reporting periods beginning on or after December 15, 2010. The implementation of the disclosure guidance related to activity was not significant to the Company’s financial statement disclosures.

Recently Issued Standards

In September 2011, the FASB issued ASC Update 2011-08 (Topic 350) Testing Goodwill for Impairment. This ASC update allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. The update provides that an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on its qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The update further improves previous guidance by expanding upon the examples of events and circumstances that an entity should consider in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the update improves the examples of events and circumstances that should be considered by an entity that has a reporting unit with a zero or negative carrying amount in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. This ASC update is effective for annual and interim periods beginning after December 15, 2011, with early adoption permitted. The Company does not expect the adoption of ASC Update 2011-08 to have a material impact on its financial position or results of operations.

In June 2011, the FASB issued ASC Update 2011-05 (Topic 220) Presentation of Comprehensive Income . This ASC update requires companies to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of income and other comprehensive income. The option to present items of other comprehensive income in the statement of changes in equity is eliminated. In addition, an entity is required to present on the face of the financial statements reclassification adjustments from other comprehensive income to net income. This ASC update should be applied retrospectively and except for the provisions related to reclassification adjustment, is effective for interim and annual periods beginning after December 15, 2011. In October 2011, the implementation date of the reclassification adjustment guidance was deferred. The Company expects that the implementation of the guidance related to financial statement presentation will not have a significant impact to its current financial statement presentation. The Company is evaluating the impact of presenting the reclassification adjustment to its Consolidated Statements of Income and Comprehensive Income.

In May 2011, the FASB issued ASC Update 2011-04 (Topic 820) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs . This ASC update results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (“IFRS”). The new guidance includes changes to how and when the valuation premise of highest and best use applies, clarification on the application of blockage factors and other premiums and discounts, as well as new and revised disclosure requirements. This ASC update is effective for interim and annual periods beginning after December 15, 2011. The Company is currently evaluating its fair value measurements to determine which, if any, of the measurement techniques that the Company uses will have to change as a result of the new guidance, and what additional disclosures will be required. The Company does not expect the adoption of ASC Update 2011-04 to have a material impact on its financial position or results of operations.

In October 2010, the FASB issued ASC Update 2010-26 (Topic 944),   Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts ( a consensus of the FASB Emerging Issues Task Force ) .  This update provides clarity in defining which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral, commonly known as deferred acquisition costs. Additionally, this update specifies that only costs associated with the successful acquisition of a policy or contract may be deferred, whereas current industry practice often includes costs relating to unsuccessful contract acquisition. This ASC Update is effective for fiscal years beginning after December 15, 2011. Retrospective application to all prior periods upon the date of adoption is also permitted. The Company has elected to apply this guidance retrospectively. Although the Company continues to evaluate the impact of this guidance, management anticipates that the implementation of ASC Update 2010-26 would result in an after-tax reduction to our stockholders’ equity as of January 1, 2012 of approximately $25 million to $30 million, or approximately 1%. The adoption of this guidance is not expected to have a material impact on our results of operations on either a historical or prospective basis.

 

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3. Acquisitions

Chaucer Acquisition

On July 1, 2011, the Company completed the previously announced acquisition of Chaucer, a United Kingdom (“U.K.”) insurance business. Chaucer is a leading specialist managing agency at Lloyd’s. Chaucer underwrites business in several lines of business, including property, marine and aviation, energy, U.K. motor and casualty and other coverages (which include international liability, specialist coverages, and syndicate participations). Chaucer is headquartered in London, with a regional presence in Whitstable, England and locations in Houston, Singapore, Buenos Aires, and Copenhagen.

This transaction is expected to advance the Company’s specialty lines strategy and result in broader product and underwriting capabilities, as well as greater geographic and product diversification. The acquisition adds a presence in the Lloyd’s market, which includes access to international licenses, an excess and surplus insurance business and the ability to syndicate certain risks.

Determination of Purchase Price

Shareholders of Chaucer received 53.3 pence for each Chaucer share, which was paid in either cash or loan notes to those shareholders who elected to receive such notes in lieu of cash. The closing of the acquisition followed approval of the transaction by Chaucer shareholders on June 7, 2011, subsequent court approval in the U.K. and regulatory approvals in various jurisdictions. The following table summarizes the transaction in both U.K. Pounds Sterling (“GBP”) and U.S. dollars:

 

(in millions)              

Aggregate purchase price announced on April 20, 2011

     

Based on 53.3p contract price

   £ 297.7       $ 485.3   

Actual consideration on July 14, 2011:

     

Cash

   £ 287.4       $ 455.0   

Loan notes and other payables

     9.0         14.4   

Foreign exchange forward settlement

     —           11.3   
  

 

 

    

 

 

 

Total

   £ 296.4       $ 480.7   
  

 

 

    

 

 

 

The difference between the aggregate purchase price at signing and closing is attributable to the effect of currency fluctuations between the GBP and the U.S. dollar, as well as a change in outstanding shares.

In connection with the transaction, the Company entered into a foreign exchange forward contract, which provided for an economic hedge between the agreed upon purchase price of Chaucer in GBP and currency fluctuations between the GBP and U.S. dollar prior to close. This contract effectively locked in the U.S. dollar equivalent of the purchase price to be delivered in GBP and was settled at a loss of $11.3 million, of which $4.7 million and $6.6 million was recognized during the three months ended June 30, 2011 and September 30, 2011, respectively. The loss on the contract was due to a decrease in the exchange rate between the GBP and U.S. dollar and the impact in the third quarter was essentially offset by the lower U.S. dollars required to meet the GBP-based purchase price, resulting in a $6.4 million gain on foreign exchange.

This payment was funded from the THG holding company, which included approximately $300 million of proceeds from the senior unsecured notes issued on June 17, 2011. See Note 4 – “Debt” for additional information.

 

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Allocation of Purchase Price

The purchase price has been allocated as follows based on an estimate of the fair value of assets acquired and liabilities assumed as of July 1, 2011 (converted to U.S. dollars using an exchange rate of 1.6053):

 

(in millions)       

Cash

   $ 756.1   

Premiums and accounts receivable, net

     467.9   

Investments

     1,628.1   

Reinsurance recoverables, net

     558.3   

Deferred acquisition costs

     186.3   

Deferred income taxes

     39.6   

Other assets

     16.5   

Loss and loss adjustment expense reserves

     (2,300.6

Unearned premiums

     (857.3

Debt

     (64.8

Other liabilities

     (64.5
  

 

 

 

Net tangible assets

     365.6   

Goodwill

     22.5   

Intangible assets

     87.7   
  

 

 

 

Purchase price allocated to Chaucer

     475.8   

Additional hedge-related adjustment based upon July 14, 2011 settlement

     4.9   
  

 

 

 

Total purchase price, excluding transaction costs

     480.7   

Transaction costs

     11.6   
  

 

 

 

Total purchase price

   $ 492.3   
  

 

 

 

The foregoing allocation of the purchase price is based on information that was available to management at the time the consolidated financial statements were prepared. The allocation may change as additional information becomes available; the impact of such changes, if any, may be material. The Company’s balance sheet accounts denominated in foreign currencies are translated to U.S. dollars using current exchange rates as of the balance sheet date.

Identification and Valuation of Intangible Assets

A summary of the preliminary fair value of goodwill and the identifiable intangible assets and their respective estimated useful lives at July 1, 2011 is as follows:

 

     Amount      Estimated
Useful Life
     Amortization
Method
 
(in millions)         

Intangibles:

        

Lloyd’s syndicate capacity

   $ 78.7         Indefinite         N/A   

Other intangibles

     9.0         2 -5years         Straight line   
  

 

 

       

Total intangible assets

     87.7         

Goodwill

     22.5         Indefinite         N/A   
  

 

 

       

Total goodwill and intangibles

   $ 110.2         
  

 

 

       

The purchase price of the acquisition exceeded the fair value of the net tangible and intangible assets acquired, with the excess purchase price recorded as goodwill. Factors that contributed to the recognition of goodwill included the expected growth rate and profitability of Chaucer and the value of Chaucer’s experienced workforce. The goodwill recognized is deductible for income tax purposes.

 

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Pro Forma Results

The following unaudited pro forma information presents the combined revenues, net income and net income per share of THG and Chaucer for the nine months ended September 30, 2011 and for the three and nine months ended September 30, 2010, respectively, with pro forma purchase accounting adjustments as if the acquisition had been consummated as of the beginning of the periods presented. This pro forma information is not necessarily indicative of what would have occurred had the acquisition and related transactions been made on the dates indicated, or of future results of the Company. The Company’s income statement accounts denominated in foreign currencies are translated to U.S. dollars at the average rates of exchange for the period indicated.

 

(in millions, except per share data)

   Nine Months Ended
September 30,
     Three Months Ended
September 30,
 
   2011     2010      2010  

Revenue

   $ 3,223.3      $ 3,042.2       $ 1,026.1   

Net income (loss)

   $ (61.5   $ 119.5       $ 60.3   

Net income (loss) per share – basic

   $ (1.36   $ 2.61       $ 1.34   

Net income (loss) per share – diluted

   $ (1.36   $ 2.57       $ 1.32   

Weighted average shares outstanding – basic

     45.4        45.7         44.9   

Weighted average shares outstanding – diluted

     45.4        46.4         45.7   

The Company recognized approximately $3 million in foreign currency transaction losses in the Statement of Income during the three months ended September 30, 2011.

Other Prior Acquisitions

On March 31, 2010, the Company acquired Campania Holding Company, Inc. (“Campania”) for a cash purchase price of approximately $24 million, subject to various terms and conditions. During 2011, the Company recognized an additional $4.1 million of consideration based upon the terms of the agreement. Campania specializes in insurance solutions for portions of the healthcare industry.

On December 3, 2009, the Company entered into a renewal rights agreement with OneBeacon Insurance Group, LTD. (“OneBeacon”). Through this agreement, the Company acquired access to a portion of OneBeacon’s small and middle market commercial business at renewal, including industry programs and middle market niches. This transaction included consideration of $23 million, plus additional contingent consideration which totaled $11 million, primarily representing purchased renewal rights intangible assets which are included as Other Assets in the Consolidated Balance Sheets. The agreement was effective for renewals beginning January 1, 2010.

 

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4. Debt and Credit Arrangements

Debt consists of the following:

 

(in millions)

   September 30,
2011
    December 31,
2010
 

Senior debentures (unsecured) maturing March 1, 2020

   $ 200.0      $ 200.0   

Senior debentures (unsecured) maturing June 15, 2021

     300.0        —     

Senior debentures (unsecured) maturing October 15, 2025

     121.6        121.6   

Junior debentures

     59.7        129.2   

Subordinated note maturing November 16, 2034

     16.1        —     

Subordinated note maturing September 21, 2036

     50.0        —     

FHLBB borrowings

     152.8        134.5   

Capital securities

     7.0        18.0   

Surplus notes

     —          4.0   
  

 

 

   

 

 

 

Total principal debt

   $ 907.2      $ 607.3   

Unamortized fair value adjustment

     (2.5     (0.5

Unamortized debt issuance cost

     (3.1     (0.9
  

 

 

   

 

 

 

Total

   $ 901.6      $ 605.9   
  

 

 

   

 

 

 

On June 17, 2011, the Company issued $300 million aggregate principal amount of 6.375% senior unsecured notes due June 15, 2021. The senior debentures are subject to certain restrictive covenants, including limitations on the issuance or disposition of capital stock of restricted subsidiaries. These debentures pay interest semi-annually. At September 30, 2011, the Company was in compliance with the covenants associated with this indenture.

In 2011, the Company repurchased in several transactions, $69.5 million of Series B 8.207% Subordinated Deferrable Interest Debentures (“Junior Debentures”) at a cost of $72.0 million, resulting in a net loss of $2.5 million on the repurchases. In addition, the Company repurchased $4.0 million of surplus notes outstanding related to AIX Holdings, Inc (“AIX”), $8.0 million of capital securities related to AIX and $3.0 million of capital securities related to Professionals Direct, Inc.

The Company borrowed $125.0 million in 2009 from Federal Home Loan Bank of Boston (FHLBB”). In July 2010, the Company committed to borrow an additional $46.3 million from FHLBB to finance the development of the City Square Project. These borrowings will be drawn in several increments from July 2010 to January 2012. These additional amounts mature on July 20, 2020 and carry fixed interest rates with a weighted average of 3.88%. Through September 30, 2011, the Company has borrowed $27.8 million under this arrangement. Interest associated with the $46.3 million will be capitalized through the construction phase of the City Square Project.

As collateral to FHLBB, Hanover Insurance pledged government agency securities with a fair value of $192.3 million and $162.7 million, for the aggregate borrowings of $152.8 million and $134.5 million as of September 30, 2011 and December 31, 2010, respectively. The fair value of the collateral pledged must be maintained at certain specified levels of the borrowed amount, which can vary depending on the type of assets pledged. At December 31, 2011, the Company was in compliance with the covenants associated with these borrowings. If the fair value of this collateral declines below these specified levels, Hanover Insurance would be required to pledge additional collateral or repay outstanding borrowings. Hanover Insurance is permitted to voluntarily repay the outstanding borrowings at any time, subject to a repayment fee. As a requirement of membership in the FHLBB, Hanover Insurance maintains a certain level of investment in FHLBB stock. Total purchases of FHLBB stock were $8.9 million and $8.6 million at September 30, 2011 and December 31, 2010, respectively.

In April 2011, the Company entered into a bridge credit agreement for borrowings in an aggregate principal amount of up to $180 million to be used solely in connection with the acquisition of Chaucer. This bridge agreement terminated upon the issuance, on June 17, 2011, of the aforementioned $300 million aggregate principal amount of 6.375% senior unsecured notes. See Note 3 – “Acquisitions” for additional information.

 

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On July 1, 2011, the Company acquired all of the outstanding shares of Chaucer. In 2004, Chaucer issued €12 million aggregate principal amount of floating rate subordinated unsecured notes due November 16, 2034. These notes pay interest semi-annually based on the European Inter bank offer rate (Euribor), plus an agreed margin of 3.75%. These notes are converted from Euro to GBP at current rates and then translated to U.S. dollars based upon the September 30, 2011 exchange rate between GBP and U.S. dollars of 1.56. Additionally, in 2006, Chaucer issued $50 million aggregate principal amount of floating rate subordinated unsecured notes due September 21, 2036. These notes pay interest quarterly based on the U.S. dollar 3-month Libor, plus an agreed margin of 3.1%.

On August 2, 2011, the Company entered into a $200.0 million committed syndicated credit agreement which expires in August 2015. Borrowings, if any, under this agreement are unsecured and incur interest at a rate per annum equal to, at the Company’s option, a designated base rate or the U.S. dollar Libor plus applicable margin. The agreement provides covenants, including but not limited to, requirements to maintain a certain level of consolidated equity, consolidated leverage ratios, and an RBC ratio in the Company’s primary U.S. domiciled property and casualty companies of 175%. There were no borrowings under this agreement during 2011.

In 2010, Chaucer entered into a £90.0 million Standby Letter of Credit Facility (Standby Facility) that is used to provide regulatory capital supporting Chaucer’s underwriting through two managed syndicates. The Standby Facility expires on December 31, 2015. Chaucer pays an annual commitment fee of 1.14 percent. The Standby Facility contains restrictive financial covenants, including but not limited to, maintaining a minimum consolidated tangible net worth and a leverage ratio of less than or equal to 35 percent for Chaucer. We collateralized £10 million of the facility under the terms of the agreement. We were in compliance with the covenants at September 30, 2011.

5. Income Taxes

Income tax expense for the nine months ended September 30, 2011 and 2010 has been computed using estimated effective tax rates. In the third quarter of 2011, the Company revised its estimated annual effective tax rate to include the tax effect of non-U.S. income resulting from its acquisition of Chaucer.

For the nine months ended September 30, 2011, the tax provision is comprised of a $34.0 million U.S. federal income tax benefit and $7.3 million in foreign income taxes. For the nine months ended September 30, 2010, the tax provision was comprised of $39.7 million in U.S. federal income tax expense.

Certain of the Company’s non-U.S. income is not subject to U.S. tax until repatriated, since these earnings currently are expected to be permanently reinvested overseas. Foreign taxes on this non – U.S. income is accrued at the local foreign tax rate and do not have an accrual for U.S. deferred taxes. This assumption could change, as a result of a sale of the subsidiaries, the receipt of dividends from the subsidiaries, a change in management’s intentions, or as a result of various other events. It is not practical to calculate the residual income tax which would result if any of these events occurred, due to the complexities of the tax law and the hypothetical nature of such calculations.

The Company and its domestic subsidiaries file a consolidated federal income tax return with the U.S. Internal Revenue Service. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2005. Certain issues remain open for the 2005 through 2008 tax years. In addition, the Company and its subsidiaries file income tax returns in various state and foreign jurisdictions and are generally not subject to state income tax examinations for years prior to 2002 and foreign examinations for years prior to 2009.

 

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6. Pension and Other Postretirement Benefit Plans

The components of net periodic pension cost for defined benefit pension and other postretirement benefit plans included in the Company’s results of operations are as follows:

 

     Three Months Ended September 30,  

(in millions)

   2011     2010     2011     2010  
     Pension Benefits     Postretirement Benefits  

Service cost – benefits earned during the period

        
   $ 0.4      $ 0.1      $ 0.1      $ —     

Interest cost

     9.2        8.2        0.6        0.7   

Expected return on plan assets

     (9.9     (8.8     —          —     

Recognized net actuarial loss

     3.8        4.2        0.1        0.1   

Amortization of transition asset

     —          (0.4     —          —     

Amortization of prior service cost

     —          —          (1.3     (1.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic cost (benefit)

   $ 3.5      $ 3.3      $ (0.5   $ (0.7
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     Nine Months Ended September 30,  

(in millions)

   2011     2010     2011     2010  
     Pension Benefits     Postretirement Benefits  

Service cost – benefits earned during the period

   $ 0.4      $ 0.1      $ 0.1      $ 0.1   

Interest cost

     25.0        24.5        1.8        2.0   

Expected return on plan assets

     (27.0     (26.3     —          —     

Recognized net actuarial loss

     11.3        12.6        0.3        0.3   

Amortization of transition asset

     —          (1.2     —          —     

Amortization of prior service cost

     —          —          (3.9     (4.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic cost (benefit)

   $ 9.7      $ 9.7      $ (1.7   $ (2.0
  

 

 

   

 

 

   

 

 

   

 

 

 

The Company’s net periodic pension cost for defined benefit pension plans recognized during the three and nine months ended September 30, 2011 includes expenses for the period from July 1, 2011 through September 30, 2011 related to defined benefit plan obligations assumed with the acquisition of Chaucer.

 

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7. Investments

A. Fixed maturities and equity securities

The amortized cost and fair value of available-for-sale fixed maturities and the cost and fair value of equity securities were as follows:

 

     September 30, 2011  

(in millions)

   Amortized
Cost or
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized

Losses
     Fair
Value
     OTTI
Unrealized
Losses
 

Fixed maturities:

              

U.S. Treasury and government agencies

   $ 272.0       $ 7.3       $ 0.3       $ 279.0       $ —     

Foreign government

     302.6         0.4         0.1         302.9         —     

Municipal

     970.0         67.2         4.3         1,032.9         —     

Corporate

     3,150.7         188.3         47.6         3,291.4         15.7   

Residential mortgage-backed

     825.7         47.0         8.0         864.7         6.3   

Commercial mortgage-backed

     338.1         9.3         1.3         346.1         —     

Asset-backed

     107.0         4.0         0.4         110.6         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturities

   $ 5,966.1       $ 323.5       $ 62.0       $ 6,227.6       $ 22.0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities

   $ 249.2       $ 9.7       $ 12.6       $ 246.3       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2010  
     Amortized
Cost or
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized

Losses
     Fair
Value
     OTTI
Unrealized
Losses
 

Fixed maturities:

              

U.S. Treasury and government agencies

   $ 259.4       $ 5.0       $ 3.2       $ 261.2       $ —     

Municipal

     952.7         21.3         19.3         954.7         —     

Corporate

     2,276.0         174.6         30.2         2,420.4         19.5   

Residential mortgage-backed

     704.2         41.8         11.9         734.1         8.3   

Commercial mortgage-backed

     349.3         18.3         1.0         366.6         —     

Asset-backed

     57.2         3.7         —           60.9         —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturities

   $ 4,598.8       $ 264.7       $ 65.6       $ 4,797.9       $ 27.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities

   $ 120.7       $ 9.8       $ 1.9       $ 128.6       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other-than-temporary impairments (“OTTI”) unrealized losses in the tables above represent OTTI recognized in accumulated other comprehensive income. This amount excludes net unrealized gains on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date of $26.2 million and $36.1 million as of September 30, 2011 and December 31, 2010, respectively.

The amortized cost and fair value by maturity periods for fixed maturities are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or the Company may have the right to put or sell the obligations back to the issuers.

 

(in millions)

   September 30, 2011  
   Amortized
Cost
     Fair
Value
 

Due in one year or less

   $ 634.1       $ 636.1   

Due after one year through five years

     1,802.7         1,870.2   

Due after five years through ten years

     1,594.0         1,696.1   

Due after ten years

     664.5         703.8   
  

 

 

    

 

 

 
     4,695.3         4,906.2   

Mortgage-backed and asset-backed securities

     1,270.8         1,321.4   
  

 

 

    

 

 

 

Total fixed maturities

   $ 5,966.1       $ 6,227.6   
  

 

 

    

 

 

 

 

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Table of Contents

B. Securities in an unrealized loss position

The following tables provide information about the Company’s fixed maturities and equity securities that were in an unrealized loss position at September 30, 2011 and December 31, 2010.

 

     September 30, 2011  
     12 months or less      Greater than 12 months      Total  

(in millions)

   Gross
Unrealized
Losses
     Fair Value      Gross
Unrealized
Losses
     Fair Value      Gross
Unrealized
Losses
     Fair Value  

Fixed maturities:

                 

Investment grade:

                 

U.S. Treasury and government agencies

   $ 0.3       $ 26.8       $ —         $ —         $ 0.3       $ 26.8   

Foreign governments

     0.1         155.1         —           —           0.1         155.1   

Municipal

     0.5         31.4         3.8         66.0         4.3         97.4   

Corporate

     24.5         851.8         4.0         21.6         28.5         873.4   

Residential mortgage-backed

     4.7         76.8         2.6         10.8         7.3         87.6   

Commercial mortgage-backed

     0.8         60.2         0.5         4.5         1.3         64.7   

Asset-backed

     0.1         34.2         —           —           0.1         34.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total investment grade

     31.0         1,236.3         10.9         102.9         41.9         1,339.2   

Below investment grade:

                 

Corporate

     18.1         206.2         1.0         1.5         19.1         207.7   

Residential mortgage-backed

     0.7         11.4         —           —           0.7         11.4   

Asset-backed

     0.3         1.1         —           —           0.3         1.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total below investment grade

     19.1         218.7         1.0         1.5         20.1         220.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturities

     50.1         1,455.0         11.9         104.4         62.0         1,559.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities

     12.4         160.9         0.2         1.3         12.6         162.2   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 62.5       $ 1,615.9       $ 12.1       $ 105.7       $ 74.6       $ 1,721.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2010  
     12 months or less      Greater than 12 months      Total  

(in millions)

   Gross
Unrealized
Losses
     Fair Value      Gross
Unrealized
Losses
     Fair Value      Gross
Unrealized
Losses
     Fair Value  

Fixed maturities:

                 

Investment grade:

                 

U.S. Treasury and government agencies

   $ 2.7       $ 84.9       $ 0.5       $ 16.4       $ 3.2       $ 101.3   

Municipal

     10.3         289.1         9.0         86.7         19.3         375.8   

Corporate

     6.7         256.1         10.5         66.8         17.2         322.9   

Residential mortgage-backed

     3.1         89.1         8.8         31.0         11.9         120.1   

Commercial mortgage-backed

     0.1         13.1         0.9         7.3         1.0         20.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total investment grade

     22.9         732.3         29.7         208.2         52.6         940.5   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Below investment grade:

                 

Corporate

     1.0         51.1         12.0         90.0         13.0         141.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturities

     23.9         783.4         41.7         298.2         65.6         1,081.6   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities

     1.9         45.8         —           —           1.9         45.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 25.8       $ 829.2       $ 41.7       $ 298.2       $ 67.5       $ 1,127.4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Company employs a systematic methodology to evaluate declines in fair value below amortized cost for fixed maturity securities or cost for equity securities. In determining OTTI of fixed maturity and equity securities, the Company evaluates several factors and circumstances, including the issuer’s overall financial condition; the issuer’s credit and financial strength ratings; the issuer’s financial performance, including earnings trends, dividend payments and asset quality; any specific events which may influence the operations of the issuer; the general outlook for market conditions in the industry or geographic region in which the issuer operates; and the length of time and the degree to which the fair value of an issuer’s securities remains below the Company’s cost. With respect to fixed maturity investments, the Company considers any factors that might raise doubt about the issuer’s ability to pay all amounts due according to the

 

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contractual terms and whether the Company expects to recover the entire amortized cost basis of the security. With respect to equity securities, the Company considers its ability and intent to hold the investment for a period of time to allow for a recovery in value. The Company applies these factors to all securities.

C. Proceeds from sales

Proceeds from sales of available-for-sale securities and the gross realized gains and losses on those sales were as follows:

 

     Three Months Ended September 30,  
     2011      2010  

(in millions)

   Proceeds
from Sales
     Gross
Gains
     Gross
Losses
     Proceeds
from Sales
     Gross
Gains
     Gross
Losses
 

Fixed maturities

   $ 188.5       $ 2.2       $ 0.1       $ 195.2       $ 8.4       $ 0.1   

Equity securities

     14.1         1.1         0.1         —           —           —     

 

     Nine Months Ended September 30,  
     2011      2010  

(in millions)

   Proceeds
from
Sales
     Gross
Gains
     Gross
Losses
     Proceeds
from
Sales
     Gross
Gains
     Gross
Losses
 

Fixed maturities

   $ 592.3       $ 18.1       $ 1.1       $ 371.3       $ 17.9       $ 1.4   

Equity securities

     15.9         1.5         0.1         25.8         6.2         —     

D. Derivative Instruments

The Company maintains an overall risk management strategy that may incorporate the use of derivative instruments to manage significant unplanned fluctuations in earnings that may be caused by foreign currency exchange and interest rate volatility.

In April 2011, the Company entered into a foreign currency forward contract as an economic hedge of the foreign currency exchange risk embedded in the purchase price of Chaucer, which was denominated in GBP. For the three months and nine months ended September 30, 2011, the Company recorded a loss of $6.6 million and $11.3 million, respectively, reflected in other operating expenses in the Consolidated Statements of Income. This contract had a notional amount of £297.9 million and was settled on July 14, 2011. Since a foreign currency hedge in which the hedged item is a forecasted transaction relating to a business combination does not qualify for hedge accounting under ASC 815, Derivatives and Hedging (“ASC 815”), the Company did not apply hedge accounting to this transaction. See Note 3 – “Acquisitions” for additional information.

In May 2011, the Company entered into a treasury lock forward agreement to hedge the interest rate risk associated with the planned issuance of senior debt, which was completed on June 17, 2011. This hedge qualified as a cash flow hedge under ASC 815. It matured in June 2011 and resulted in a loss of $1.9 million, which was recorded in accumulated other comprehensive income and will be recognized as an expense over the term of the senior notes. All components of the derivative’s loss were included in the assessment of hedge effectiveness. There was no ineffectiveness on this hedge. The Company expects $0.2 million to be reclassified into expense over the next 12 months.

During the third quarter of 2011, Chaucer held foreign currency forward contracts utilized to mitigate changes in fair value caused by foreign currency fluctuation in converting the fair value of Sterling and Euro denominated investment portfolios into their U.S. dollar denominated equivalent. During the third quarter, the Company recognized a gain of $6.5 million related to these instruments, reflected in net realized investment gains in the Consolidated Statements of Income. All Chaucer forward contracts were terminated in October 2011.

E. Other Investments

Other investments consist primarily of overseas deposits, which are investments maintained in overseas funds and managed exclusively by Lloyd’s. These funds are required in order to protect policyholders in overseas markets and enable the Company to operate in those markets. Also included in other investments are investments in limited partnerships, which are accounted for by the equity method of accounting or at cost.

 

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F. Other-than-temporary impairments

For the three months ended September 30, 2011, total OTTI of fixed maturities were $1.1 million. Of this amount, $1.5 million was recognized in earnings, including $0.4 million that was transferred from unrealized losses in accumulated other comprehensive income. For the first nine months of 2011, total OTTI of fixed maturities and equity securities were $2.8 million. Of this amount, $3.7 million was recognized in earnings, including $0.9 million that was transferred from unrealized losses in accumulated other comprehensive income.

For the three months ended September 30, 2010, total OTTI of fixed maturities were $0.2 million. Of this amount, $1.4 million was recognized in earnings, including $1.2 million that was transferred from unrealized losses in other comprehensive income. For the first nine months of 2010, total OTTI of fixed maturities and equity securities were $3.5 million. Of this amount, $7.5 million was recognized in earnings, including $4.0 million that was transferred from unrealized losses in accumulated other comprehensive income.

The methodology and significant inputs used to measure the amount of credit losses on fixed maturities in 2011 and 2010 were as follows:

Asset-backed securities, including commercial and residential mortgage-backed securities - the Company utilized cash flow estimates based on bond specific facts and circumstances that include collateral characteristics, expectations of delinquency and default rates, loss severity, prepayment speeds and structural support, including subordination and guarantees.

Corporate bonds – the Company utilized a financial model that derives expected cash flows based on probability-of-default factors by credit rating and asset duration and loss-given-default factors based on security type. These factors are based on historical data provided by an independent third-party rating agency.

The following table provides rollforwards of the cumulative amounts related to the Company’s credit loss portion of the OTTI losses on fixed maturity securities for which the non-credit portion of the loss is included in other comprehensive income.

 

(in millions)

   Three Months
Ended
September 30
    Nine Months
Ended
September 30,
 
   2011     2010     2011     2010  

Credit losses, beginning of period

   $ 14.8      $ 19.5      $ 16.7      $ 20.0   

Credit losses for which an OTTI was not previously recognized

     —          —          —          0.3   

Additional credit losses on securities for which an OTTI was previously recognized

     0.4        0.2        0.6        2.4   

Reductions for securities sold or matured during the period

     (0.3     (2.9     (1.6     (5.9

Reduction for securities reclassified as intend to sell

     —          (0.4     (0.8     (0.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Credit losses, end of period

   $ 14.9      $ 16.4      $ 14.9      $ 16.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

G. Restricted assets

In accordance with Lloyd’s operating guidelines, the Company deposits funds at Lloyd’s to support underwriting operations. These funds are available only to fund claim obligations. These restricted assets consisted of approximately $392 million of fixed maturities and $99 million of cash and cash equivalents as of September 30, 2011. The Company also deposits funds with various state and governmental authorities in the U.S. For a discussion of the Company’s deposits with state and governmental authorities, see also Note 4 – “Investments” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2010.

 

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Table of Contents

8. Fair Value

The Company follows the guidance in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), as it relates to the fair value of its financial assets and liabilities. ASC 820 provides for a standard definition of fair value to be used in new and existing pronouncements. This guidance requires disclosure of fair value information about certain financial instruments (insurance contracts, real estate, goodwill and taxes are excluded) for which it is practicable to estimate such values, whether or not these instruments are included in the balance sheet at fair value. The fair values presented for certain financial instruments are estimates which, in many cases, may differ significantly from the amounts that could be realized upon immediate liquidation.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, i.e., exit price, in an orderly transaction between market participants and also provides a hierarchy for determining fair value, which emphasizes the use of observable market data whenever available. The three broad levels defined by the hierarchy are as follows, with the highest priority given to Level 1 as these are the most reliable, and the lowest priority given to Level 3.

Level 1 – Quoted prices in active markets for identical assets.

Level 2 – Quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, or other inputs that are observable or can be corroborated by observable market data, including model-derived valuations.

Level 3 – Unobservable inputs that are supported by little or no market activity.

When more than one level of input is used to determine fair value, the financial instrument is classified as Level 2 or 3 according to the lowest level input that has a significant impact on the fair value measurement.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments. Except for a discussion on foreign government fixed maturities and other investments, which have been added as a result of the acquisition of Chaucer, these methods and assumptions have not changed since last year.

Cash and Cash Equivalents

The carrying amount approximates fair value.

Fixed Maturities

Level 1 securities generally include U.S. Treasury issues and other securities that are highly liquid and for which quoted market prices are available. Level 2 securities are valued using pricing for similar securities and pricing models that incorporate observable inputs including, but not limited to yield curves and issuer spreads. Level 3 securities include issues for which little observable data can be obtained, primarily due to the illiquid nature of the securities, and for which significant inputs used to determine fair value are based on the Company’s own assumptions. Non-binding broker quotes are also included in Level 3.

The Company utilizes a third party pricing service for the valuation of the majority of its fixed maturity securities and receives one quote per security. When quoted market prices in an active market are available, they are provided by the pricing service as the fair value and such values are classified as Level 1. Since fixed maturities other than U.S. Treasury securities generally do not trade on a daily basis, the pricing service prepares estimates of fair value for those securities using pricing applications based on a market approach. Inputs into the fair value pricing applications which are common to all asset classes include benchmark U.S. Treasury security yield curves, reported trades of identical or similar fixed maturity securities, broker/dealer quotes of identical or similar fixed maturity securities and structural characteristics of the security, such as maturity date, coupon, mandatory principal payment dates, frequency of interest and principal payments and optional principal redemption features. Inputs into the fair value applications that are unique by asset class include, but are not limited to:

 

   

U.S. government agencies – determination of direct versus indirect government support and whether any contingencies exist with respect to the timely payment of principal and interest.

 

   

Foreign government – estimates of appropriate market spread versus underlying related sovereign treasury curve(s) dependent on liquidity and direct or contingent support.

 

   

Municipals – overall credit quality, including assessments of the level and variability of: sources of payment such as income, sales or property taxes, levies or user fees; credit support such as insurance; state or local economic and political base; natural resource availability; and susceptibility to natural or man-made catastrophic events such as hurricanes, earthquakes or acts of terrorism.

 

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Corporate fixed maturities – overall credit quality, including assessments of the level and variability of: industry economic sensitivity; company financial policies; quality of management; regulatory environment; competitive position; indenture restrictive covenants; and security or collateral.

 

   

Residential mortgage-backed securities – estimates of prepayment speeds based upon: historical prepayment rate trends; underlying collateral interest rates; geographic concentration; vintage year; borrower credit quality characteristics; interest rate and yield curve forecasts; U.S. government support programs; tax policies; and delinquency/default trends; and, in the case of non-agency collateralized mortgage obligations, severity of loss upon default and length of time to recover proceeds following default.

 

   

Commercial mortgage-backed securities – overall credit quality, including assessments of the level and variability of: collateral type such as office, retail, residential, lodging, or other; geographic concentration by region, state, metropolitan statistical area and locale; vintage year; historical collateral performance including defeasance, delinquency, default and special servicer trends; and capital structure support features.

 

   

Asset-backed securities – overall credit quality, including assessments of the underlying collateral type such as credit card receivables, auto loan receivables, equipment lease receivables and real property lease receivables; geographic diversification; vintage year; historical collateral performance including delinquency, default and casualty trends; economic conditions influencing use rates and resale values; and contract structural support features.

Generally, all prices provided by the pricing service, except actively traded securities with quoted market prices, are reported as Level 2.

The Company holds privately placed fixed maturity securities and certain other fixed maturity securities that do not have an active market and for which the pricing service cannot provide fair values. The Company determines fair values for these securities using either matrix pricing utilizing the market approach or broker quotes. The Company will use observable market data as inputs into the fair value applications, as discussed in the determination of Level 2 fair values, to the extent it is available, but is also required to use a certain amount of unobservable judgment due to the illiquid nature of the securities involved. Unobservable judgment reflected in the Company’s matrix model accounts for estimates of additional spread required by market participants for factors such as issue size, structural complexity, high bond coupon, long maturity term or other unique features. These matrix-priced securities are reported as Level 2 or Level 3, depending on the significance of the impact of unobservable judgment on the security’s value. Additionally, the Company may obtain non-binding broker quotes which are reported as Level 3.

Equity Securities

Level 1 includes publicly traded securities valued at quoted market prices. Level 2 includes securities that are valued using pricing for similar securities and pricing models that incorporate observable inputs. Level 2 also includes fair values obtained from net asset values provided by mutual fund investment managers, upon which subscriptions and redemptions can be executed. Level 3 consists of common or preferred stock of private companies for which observable inputs are not available.

The Company utilizes a third party pricing service for the valuation of the majority of its equity securities and receives one quote for each equity security. When quoted market prices in an active market are available, they are provided by the pricing service as the fair value and such values are classified as Level 1. Generally, all prices provided by the pricing service, except quoted market prices, are reported as Level 2. The company holds certain equity securities that have been issued by privately-held entities that do not have an active market and for which the pricing service cannot provide fair values. Generally, the Company estimates fair value for these securities based on the issuer’s book value and market multiples. These securities are reported as Level 3.

Mortgage Loans

Fair values are estimated by discounting the future contractual cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings.

Other Investments

Fair values of overseas trust funds are provided by the investment manager based on quoted prices for similar instruments in active markets and are reported as Level 2.

Derivative Instruments

The Company’s derivatives are traded in the over-the-counter (“OTC”) derivative market and are classified as Level 2 in the fair value hierarchy. The Company’s counterparties in the derivative agreements are highly rated major financial institutions. OTC derivatives classified as Level 2 are valued using discounted cash flow models widely accepted in the financial services industry that use actively quoted or observable market input values from external market data providers, third party pricing vendors and/or recent trading activity. Key assumptions include the contractual terms of the contracts along with significant observable inputs including currency rates, interest rates and non-performance risk. The Company uses mid-market pricing in determining its best estimate of fair value.

 

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Table of Contents

Legal Indemnities

Fair values are estimated using probability-weighted discounted cash flow analyses.

Debt

If available, the fair value of debt is estimated based on quoted market prices. If a quoted market price is not available, fair values are estimated using discounted cash flows that are based on current interest rates and yield curves for debt issuances with maturities and credit risks consistent with the debt being valued.

The estimated fair values of the financial instruments were as follows:

 

(in millions)

   September 30, 2011      December 31, 2010  
     Carrying
Value
     Fair
Value
     Carrying
Value
     Fair
Value
 

Financial Assets

           

Cash and cash equivalents

   $ 922.7       $ 922.7       $ 290.4       $ 290.4   

Fixed maturities

     6,227.6         6,227.6         4,797.9         4,797.9   

Equity securities

     246.3         246.3         128.6         128.6   

Mortgage loans

     4.9         5.2         5.5         5.8   

Other investments

     143.9         143.9         —           —     

Derivative instruments

     5.4         5.4         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total financial assets

   $ 7,550.8       $ 7,551.1       $ 5,222.4       $ 5,222.7   
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liabilities

           

Legal indemnities

     5.6         5.6         5.4         5.4   

Debt

     901.6         986.2         605.9         603.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total financial liabilities

   $ 907.2       $ 991.8       $ 611.3       $ 609.3   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company performs a review of the fair value hierarchy classifications and of prices received from its third party pricing service on a quarterly basis. The Company reviews the pricing services’ policy describing its processes, practices and inputs, including various financial models used to value securities. Also, the Company reviews the portfolio pricing. Securities with changes in prices that exceed a defined threshold are verified to independent sources. If upon review, the Company is not satisfied with the validity of a given price, a pricing challenge would be submitted to the pricing service along with supporting documentation for its review. The Company does not adjust quotes or prices obtained from the pricing service unless the pricing service agrees with the Company’s challenge. During 2011 and 2010, the Company did not adjust any prices received from brokers or its pricing service.

Changes in the observability of valuation inputs may result in a reclassification of certain financial assets or liabilities within the fair value hierarchy. Reclassifications between levels of the fair value hierarchy are reported as of the beginning of the period in which the reclassification occurs. As previously discussed, the Company utilizes a third party pricing service for the valuation of the majority of its fixed maturities and equity securities. The pricing service has indicated that it will only produce an estimate of fair value if there is objectively verifiable information to produce a valuation. If the pricing service discontinues pricing an investment, the Company will use observable market data to the extent it is available, but may also be required to make assumptions for market based inputs that are unavailable due to market conditions.

 

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The following tables provide, for each hierarchy level, the Company’s assets at September 30, 2011 and December 31, 2010 that are measured at fair value on a recurring basis. Equity securities exclude FHLBB common stock of $8.9 million at September 30, 2011 and $8.6 million at December 31, 2010, which is carried at cost.

 

     September 30, 2011  

(in millions)

   Total      Level 1      Level 2      Level 3  

Fixed maturities:

           

U.S. Treasury and government agencies

   $ 279.0       $ 153.0       $ 126.0       $ —     

Foreign government

     302.9            302.9      

Municipal

     1,032.9         —           1,017.1         15.8   

Corporate

     3,291.4         —           3,268.9         22.5   

Residential mortgage-backed, U.S. agency backed

     701.0         —           701.0         —     

Residential mortgage-backed, non-agency

     163.7         —           158.2         5.5   

Commercial mortgage-backed

     346.1         —           333.9         12.2   

Asset-backed

     110.6         —           88.8         21.8   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturities

     6,227.6         153.0         5,996.8         77.8   

Equity securities

     237.4         122.9         89.0         25.5   

Other investments

     143.9         —           143.9         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investment assets at fair value

   $ 6,608.9       $ 275.9       $ 6,229.7       $ 103.3   
  

 

 

    

 

 

    

 

 

    

 

 

 

Derivative instruments

   $ 5.4       $ —         $ 5.4       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2010  
     Total      Level 1      Level 2      Level 3  

Fixed maturities:

           

U.S. Treasury and government agencies

   $ 261.2       $ 124.0       $ 137.2       $ —     

Municipal

     954.7         —           938.1         16.6   

Corporate

     2,420.4         —           2,392.2         28.2   

Residential mortgage-backed, U.S. agency backed

     600.4         —           600.4         —     

Residential mortgage-backed, non-agency

     133.7         —           132.9         0.8   

Commercial mortgage-backed

     366.6         —           361.1         5.5   

Asset-backed

     60.9         —           47.4         13.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturities

     4,797.9         124.0         4,609.3         64.6   

Equity securities

     120.0         106.6         10.5         2.9   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investment assets at fair value

   $ 4,917.9       $ 230.6       $ 4,619.8       $ 67.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

The table below provides a reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

 

     Fixed Maturities              

(in millions)

   Municipal     Corporate     Residential
mortgage-
backed,
non-agency
    Commercial
mortgage-
backed
    Asset-
backed
    Total     Equities     Total
Assets
 

Three Months Ended September 30, 2011

                

Balance July 1, 2011

   $ 16.1      $ 36.8      $ 0.5      $ 5.1      $ 13.5      $ 72.0      $ 2.9      $ 74.9   

Transfers into Level 3

     —          6.9        —          —          —          6.9        —          6.9   

Transfers out of Level 3

     —          (8.8     (0.5     —          —          (9.3     —          (9.3

Total gains (losses):

                

Included in earnings

     —          0.1        —          —          —          0.1        —          0.1   

Included in other comprehensive income

     —          (0.3     —          —          (0.2     (0.5     (1.6     (2.1

Purchases and sales:

                

Purchases

     —          —          —          7.3        —          7.3        —          7.3   

Chaucer acquisition

     —          0.1        5.6        —          8.8        14.5        24.2        38.7   

Sales

     (0.3     (12.3     (0.1     (0.2     (0.3     (13.2     —          (13.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance September 30, 2011

   $ 15.8      $ 22.5      $ 5.5      $ 12.2      $ 21.8      $ 77.8      $ 25.5      $ 103.3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Three Months Ended September 30, 2010

                

Balance July 1, 2010

   $ 14.9      $ 31.2      $ 1.1      $ 5.9      $ 15.7      $ 68.8      $ 2.8      $ 71.6   

Transfers into Level 3

     —          3.3        —          —          —          3.3        —          3.3   

Transfers out of Level 3

     —          (2.7     —          —          —          (2.7     —          (2.7

Total gains:

                

Included in earnings

     —          —          —          —          0.1        0.1        —          0.1   

Included in other comprehensive income

     0.1        0.3        —          —          0.4        0.8        —          0.8   

Purchases and sales:

                

Purchases

     —          0.4        —          —          —          0.4        1.0        1.4   

Sales

     (0.4     (0.3     (0.1     (0.2     (1.8     (2.8     —          (2.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance September 30, 2010

   $ 14.6      $ 32.2      $ 1.0      $ 5.7      $ 14.4      $ 67.9      $ 3.8      $ 71.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Nine Months Ended September 30, 2011

                

Balance January 1, 2011

   $ 16.6      $ 28.2      $ 0.8      $ 5.5      $ 13.5      $ 64.6      $ 2.9      $ 67.5   

Transfers into Level 3

     —          10.6        —          —          —          10.6        —          10.6   

Transfers out of Level 3

     —          (15.3     (0.5     —          —          (15.8     —          (15.8

Total gains (losses):

                

Included in earnings

     —          0.1        —          —          —          0.1        (0.5     (0.4

Included in other comprehensive income

     0.1        —          —          —          0.1        0.2        (1.1     (0.9

Purchases and sales:

                

Purchases

     —          11.8        —          7.3        —          19.1        —          19.1   

Chaucer acquisition

     —          0.1        5.6        —          8.8        14.5        24.2        38.7   

Sales

     (0.9     (13.0     (0.4     (0.6     (0.6     (15.5     —          (15.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance September 30, 2011

   $ 15.8      $ 22.5      $ 5.5      $ 12.2      $ 21.8      $ 77.8      $ 25.5      $ 103.3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Nine Months Ended September 30, 2010

                

Balance January 1, 2010

   $ 15.5      $ 28.9      $ —        $ 6.2      $ 9.2      $ 59.8      $ 2.8      $ 62.6   

Transfers into Level 3

     —          9.9        —          —          6.9        16.8        —          16.8   

Transfer out of Level 3

     —          (2.7     —          —          (2.0     (4.7     —          (4.7

Total gains (losses):

                

Included in earnings

     —          0.1        —          —          0.1        0.2        (0.3     (0.1

Included in other comprehensive income

     0.3        1.3        —          —          0.6        2.2        0.3        2.5   

Purchases and sales:

                

Purchases

     —          0.7        1.4        —          2.0        4.1        1.0        5.1   

Sales

     (1.2     (6.0     (0.4     (0.5     (2.4     (10.5     —          (10.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance September 30, 2010

   $ 14.6      $ 32.2      $ 1.0      $ 5.7      $ 14.4      $ 67.9      $ 3.8      $ 71.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

23


Table of Contents

During the nine months ended September 30, 2011 and 2010, the Company transferred fixed maturities between Level 2 and Level 3 primarily as a result of assessing the significance of unobservable inputs on the fair value measurement. There were no transfers between Level 1 and Level 2 during the nine months ended September 30, 2011 or 2010.

The following table summarizes gains and losses due to changes in fair value that are recorded in net income for Level 3 assets.

 

     Three Months Ended September 30,  
   2011      2010  

(in millions)

   Other-than-
temporary
impairments
     Net realized
investment
gains
     Total      Other-than-
temporary
impairments
     Net realized
investment
gains
     Total  

Level 3 Assets:

                 

Fixed maturities:

                 

Corporate

   $ —         $ 0.1       $ 0.1       $ —         $ —         $ —     

Asset Backed

     —           —           —           —           0.1         0.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

   $ —         $ 0.1       $ 0.1       $ —         $ 0.1       $ 0.1   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     Nine Months Ended September 30,  
   2011     2010  

(in millions)

   Other-than-
temporary
impairments
    Net realized
investment
gains
     Total     Other-than-
temporary
impairments
    Net realized
investment
gains
     Total  

Level 3 Assets:

              

Fixed maturities:

              

Corporate

   $ —        $ 0.1       $ 0.1      $ —        $ 0.1       $ 0.1   

Asset Backed

     —          —           —          —          0.1         0.1   

Equity securities

     (0.5     —           (0.5     (0.3     —           (0.3
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

Total assets

   $ (0.5   $ 0.1       $ (0.4   $ (0.3   $ 0.2       $ (0.1
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 

There were no Level 3 liabilities held by the Company for the nine months ended September 30, 2011 and 2010.

 

24


Table of Contents

9. Other Comprehensive Income

The following table provides a reconciliation of gross unrealized investment gains (losses) to the net balance shown in the Consolidated Statements of Comprehensive Income:

 

     Three Months Ended September 30,  
   2011      2010  

(in millions)

   Pre-Tax      Tax Benefit
(Expense)
    Net of Tax      Pre-Tax      Tax Benefit
(Expense)
    Net of Tax  

Unrealized gains on available-for- sale securities:

               

Unrealized gains arising during period

   $ 15.4       $ 7.8      $ 23.2       $ 110.8       $ (26.4   $ 84.4   

Less: reclassification adjustments for gains realized in net income

     8.4         (1.9     6.5         9.4         (0.5     8.9   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total available-for-sale securities

     7.0         9.7        16.7         101.4         (25.9     75.5   

Unrealized losses on derivative instruments:

               

Unrealized losses arising during period

     0.1         (0.1     —           —           —          —     
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Other comprehensive income

   $ 7.1       $ 9.6      $ 16.7       $ 101.4       $ (25.9   $ 75.5   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

     Nine Months Ended September 30,  
   2011     2010  

(in millions)

   Pre-Tax     Tax Benefit
(Expense)
     Net of Tax     Pre-Tax      Tax Benefit
(Expense)
    Net of Tax  

Unrealized gains on available-for- sale securities:

              

Unrealized gains arising during period

   $ 74.6      $ 12.9       $ 87.5      $ 245.8       $ (58.1   $ 187.7   

Less: reclassification adjustments for gains realized in net income

     24.7        2.4         27.1        18.7         (0.7     18.0   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total available-for-sale securities

     49.9        10.5         60.4        227.1         (57.4     169.7   

Unrealized losses on derivative instruments:

              

Unrealized losses arising during period

     (1.8     0.6         (1.2     —           —          —     
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Other comprehensive income

   $ 48.1      $ 11.1       $ 59.2      $ 227.1       $ (57.4   $ 169.7   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

10. Segment Information

The Company’s primary business operations include insurance products and services provided through four operating segments. These operating segments are Commercial Lines, Personal Lines, Other Property and Casualty and, with the acquisition on July 1, 2011, the Chaucer segment. Commercial Lines includes commercial multiple peril, commercial automobile, workers’ compensation, and other commercial coverages, such as specialty program business, inland marine, surety and other bonds, professional liability and management liability. Personal Lines includes personal automobile, homeowners and other personal coverages. Chaucer includes property, marine and aviation, energy, U.K. motor, and casualty and other coverages (which includes international liability, specialist coverages, and syndicate participations). The Other Property and Casualty segment consists of: Opus Investment Management, Inc., which markets investment management services to institutions, pension funds and other organizations; earnings on holding company assets; and, a voluntary pools business which is in run-off. The segment financial information is presented consistent with the way results are regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company’s consolidated net income (loss) includes the results of its four operating segments (segment income (loss)), which management evaluates on a pre-tax basis, and interest expense on debt. Segment income (loss) excludes certain items which are included in net income (loss), such as income taxes and net realized investment gains and losses, including gains and losses from certain derivative instruments because fluctuations in these gains and losses are determined by interest rates, financial markets and timing of sales. Also, segment income (loss) excludes net gains and losses on disposals of businesses, discontinued operations, costs to acquire businesses, restructuring costs, extraordinary items, the cumulative effect of accounting changes and certain other items. Although the items excluded from segment income (loss) may be significant components in understanding and assessing the Company’s financial

 

25


Table of Contents

performance, management believes that the presentation of segment income enhances an investor’s understanding of the Company’s results of operations by highlighting net income attributable to the core operations of the business. However, segment income (loss) should not be construed as a substitute for net income (loss) determined in accordance with generally accepted accounting principles.

Summarized below is financial information with respect to business segments:

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 

(in millions)

   2011     2010     2011     2010  

Segment revenues:

        

Commercial Lines

   $ 449.4      $ 397.2      $ 1,336.6      $ 1,099.3   

Personal Lines

     389.9        397.1        1,164.8        1,190.3   

Chaucer

     257.5        —          257.5        —     

Other Property and Casualty

     4.2        5.1        15.6        15.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1,101.0        799.4        2,774.5        2,305.5   

Intersegment revenues

     (1.2     (1.1     (3.7     (3.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Total segment revenues

     1,099.8        798.3        2,770.8        2,302.1   

Net realized investment gains

     8.2        5.7        24.9        16.8   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

   $ 1,108.0      $ 804.0      $ 2,795.7      $ 2,318.9   
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment income (loss) before income taxes:

        

Commercial Lines:

        

GAAP underwriting income (loss)

   $ (56.7   $ 2.3      $ (132.0   $ (22.5

Net investment income

     34.0        32.3        101.6        96.6   

Other income

     0.6        0.5        2.0        0.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Commercial Lines segment income (loss)

     (22.1     35.1        (28.4     74.8   

Personal Lines:

        

GAAP underwriting income (loss)

     (28.9     15.2        (69.8     (8.7

Net investment income

     22.7        25.4        68.5        76.6   

Other income

     1.4        2.4        3.7        6.1   
  

 

 

   

 

 

   

 

 

   

 

 

 

Personal Lines segment income (loss)

     (4.8     43.0        2.4        74.0   

Chaucer:

        

GAAP underwriting income (loss)

     12.1        —          12.1        —     

Net investment income

     8.6        —          8.6        —     

Other net expenses

     (0.8     —          (0.8     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Chaucer segment income (loss)

     19.9        —          19.9        —     

Other Property and Casualty:

        

GAAP underwriting income (loss)

     —          0.4        0.1        0.7   

Net investment income

     2.5        3.6        10.5        11.0   

Other net expenses

     (3.1     (2.9     (9.1     (9.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Property and Casualty segment income (loss)

     (0.6     1.1        1.5        2.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     (7.6     79.2        (4.6     151.5   

Interest expense on debt

     (17.4     (11.8     (38.6     (32.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment income (loss) before income taxes

     (25.0     67.4        (43.2     118.7   

Adjustments to segment income (loss):

        

Net realized investment gains

     8.2        5.7        24.9        16.8   

Net loss from retirement of debt

     (0.1     —          (2.3     —     

Costs related to acquired businesses

     (1.9     —          (15.7     —     

Loss on derivative instruments

     (6.6     —          (11.3     —     

Net foreign exchange gains

     6.7        —          6.7        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

   $ (18.7   $ 73.1      $ (40.9   $ 135.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

26


Table of Contents

The following table provides identifiable assets for the Company’s business segments and discontinued operations:

 

(in millions)

   September 30,
2011
     December 31,
2010
 

U.S. Companies

   $ 8,468.4       $ 8,436.3   

Chaucer

     4,088.8         —     

Discontinued operations

     127.3         133.6   
  

 

 

    

 

 

 

Total

   $ 12,684.5       $ 8,569.9   
  

 

 

    

 

 

 

The Company does not allocate assets of its U.S. Companies between the Commercial Lines, Personal Lines, and Other Property and Casualty segments.

11. Stock-based Compensation

Compensation cost and the related tax benefits were as follows:

 

     Three Months  Ended
September 30,
    Nine Months  Ended
September 30,
 

(in millions)

   2011     2010     2011     2010  

Stock-based compensation expense

   $ 3.5      $ 3.1      $ 9.5      $ 8.6   

Tax benefit

     (1.2     (1.1     (3.3     (3.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Stock-based compensation expense, net of taxes

   $ 2.3      $ 2.0      $ 6.2      $ 5.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Stock Options

Information on the Company’s stock option plan activity is summarized as follows:

 

     Nine Months Ended September 30,  
   2011      2010  

(in whole shares and dollars)

   Shares     Weighted
Average
Exercise Price
     Shares     Weighted
Average
Exercise Price
 

Outstanding, beginning of period

     2,843,909      $ 39.22         3,131,142      $ 39.16   

Granted

     297,000        46.47         389,750        42.45   

Exercised

     (118,014     33.13         (249,468     37.07   

Forfeited or cancelled

     (23,665     39.92         (138,760     45.12   

Expired

     (256,250     57.00         (125,400     44.91   
  

 

 

      

 

 

   

Outstanding, end of period

     2,742,980        38.60         3,007,264        39.25   
  

 

 

      

 

 

   

 

27


Table of Contents

Restricted Stock Units

The following tables summarize activity information about employee restricted stock units:

 

     Nine Months Ended September 30,  
   2011      2010  

(in whole shares and dollars)

   Shares     Weighted
Average
Grant Date
Fair Value
     Shares     Weighted
Average
Grant Date
Fair Value
 

Time-based restricted stock units:

         

Outstanding, beginning of period

     838,129      $ 40.93         700,904      $ 41.12   

Granted

     179,319        42.85         352,445        42.62   

Vested

     (196,238     45.08         (117,583     47.97   

Forfeited

     (23,194     41.19         (78,104     40.58   
  

 

 

      

 

 

   

Outstanding, end of period

     798,016        40.33         857,662        40.85   
  

 

 

      

 

 

   

Performance-based restricted stock units:

         

Outstanding, beginning of period

     101,680      $ 39.62         145,635      $ 42.79   

Granted

     42,500        46.47         41,250        42.15   

Vested

     (25,055     45.21         (31,558     48.46   

Forfeited

     —          —           (35,396     46.26   
  

 

 

      

 

 

   

Outstanding, end of period

     119,125        40.89         119,931        40.05   
  

 

 

      

 

 

   

Time-based restricted stock units granted in the first nine months of 2011 were significantly lower compared to the first nine months of 2010 due to a shift in awards granted in 2011 from time-based restricted stock units to time-based cash awards.

Performance based restricted stock units are based upon the achievement of the performance metrics at 100%. These units have the potential to range from 0% to 150% of the shares disclosed, which varies based on grant year and individual participation level. Increases above the 100% target level are reflected as granted in the period in which the performance-based stock unit goals are achieved. Decreases below the 100% target level are reflected as forfeited. In the first nine months of 2010, performance-based stock units of 11,472 were included as forfeited due to goal completion levels of less than 100% for units granted in 2007.

12. Earnings Per Share and Shareholders’ Equity Transactions

The following table provides weighted average share information used in the calculation of the Company’s basic and diluted earnings per share:

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 

(in millions, except per share data)

   2011      2010     2011      2010  

Basic shares used in the calculation of earnings per share

     45.3         44.9        45.4         45.7   

Dilutive effect of securities:

          

Employee stock options

     —           0.3        —           0.3   

Non-vested stock grants

     —           0.5        —           0.4   
  

 

 

    

 

 

   

 

 

    

 

 

 

Diluted shares used in the calculation of earnings per share

     45.3         45.7        45.4         46.4   
  

 

 

    

 

 

   

 

 

    

 

 

 

Per share effect of dilutive securities on income (loss) from continuing operations

   $ —         $ (0.02   $ —         $ (0.03
  

 

 

    

 

 

   

 

 

    

 

 

 

Per share effect of dilutive securities on net income (loss)

   $  —         $ (0.01   $ —         $ (0.03
  

 

 

    

 

 

   

 

 

    

 

 

 

Diluted earnings per share for the three months ended September 30, 2011 and 2010 excludes 2.5 million and 1.1 million, respectively, of common shares issuable under the Company’s stock compensation plans, because their effect would be antidilutive. Diluted earnings per share for the nine months ended September 30, 2011 and 2010 excludes 2.1 million and 1.6 million, respectively, of common shares issuable under the Company’s stock compensation plans, because their effect would be antidilutive.

During the first nine months of 2011, the Company paid three quarterly dividends of 27.5 cents ($0.275) per share each to its shareholders, totaling $37.5 million.

 

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Since October 2007 and through September 2011, the Company’s Board of Directors has authorized aggregate repurchases of the Company’s common stock of up to $500 million. As of September 30, 2011, the Company has $137 million available for repurchases under these repurchase authorizations. The Company may repurchase its common stock from time to time, in amounts and prices and at such times as deemed appropriate, subject to market conditions and other considerations. The Company’s repurchases may be executed using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. The Company is not required to purchase any specific number of shares or to make purchases by any certain date under this program. On March 30, 2010, the Company entered into an accelerated share repurchase agreement for the immediate repurchase of 2.3 million shares of the Company’s common stock at a cost of $105.0 million. During the first nine months of 2011, the Company repurchased 0.6 million shares of the Company’s common stock through open market purchases at a cost of $20.0 million.

13. Commitments and Contingencies

Legal Proceedings

Durand Litigation

On March 12, 2007, a putative class action suit captioned Jennifer A. Durand v. The Hanover Insurance Group, Inc., The Allmerica Financial Cash Balance Pension Plan was filed in the United States District Court for the Western District of Kentucky. The named plaintiff, a former employee who received a lump sum distribution from the Company’s Cash Balance Plan (the “Plan”) at or about the time of her termination, claims that she and others similarly situated did not receive the appropriate lump sum distribution because in computing the lump sum, the Company understated the accrued benefit in the calculation.

The Plaintiff filed an Amended Complaint adding two new named plaintiffs and additional claims on December 11, 2009. In response, the Company filed a Motion to Dismiss on January 30, 2010. In addition to the pending claim challenging the calculation of lump sum distributions, the Amended Complaint includes: (a) a claim that the Plan failed to calculate participants’ account balances and lump sum payments properly because interest credits were based solely upon the performance of each participant’s selection from among various hypothetical investment options (as the Plan provided) rather than crediting the greater of that performance or the 30 year Treasury rate; (b) a claim that the 2004 Plan amendment, which changed interest crediting for all participants from the performance of participant’s investment selections to the 30 year Treasury rate, reduced benefits in violation of the Employee Retirement Income Security Act of 1974 (“ERISA”) for participants who had account balances as of the amendment date by not continuing to provide them performance-based interest crediting on those balances; and (c) claims for breach of fiduciary duty and ERISA notice requirements arising from the various interest crediting and lump sum distribution matters of which Plaintiffs complain. The District Court granted the Company’s Motion to Dismiss the additional claims on statute of limitations grounds by a Memorandum Opinion dated March 31, 2011, leaving the claims substantially as set forth in the original March 12, 2007 complaint. Plaintiffs have filed a Motion for Reconsideration of the District Court’s decision to dismiss the additional claims.

At this time, the Company is unable to provide a reasonable estimate of the potential range of ultimate liability if the outcome of the suit is unfavorable. This matter is still in the early stages of litigation. The extent to which any of the Plaintiffs’ multiple theories of liability, some of which are overlapping and others of which are quite complex and novel, are accepted and upheld on appeal will significantly affect the Plan’s or the Company’s potential liability. It is not clear whether a class will be certified or, if certified, how many former or current Plan participants, if any, will be included. The statute of limitations applicable to the alleged class has not yet been finally determined and the extent of potential liability, if any, will depend on this final determination. In addition, assuming for these purposes that the Plaintiffs prevail with respect to claims that benefits accrued or payable under the Plan were understated, then there are numerous possible theories and other variables upon which any revised calculation of benefits as requested under Plaintiffs’ claims could be based. It is likely that any adverse judgment in this case would be against the Plan. Such a judgment would be expected to create a liability for the Plan, with resulting effects on the Plan’s assets available to pay benefits. The Company’s future required funding of the Plan could also be impacted by such a liability.

Hurricane Katrina Litigation

In August 2007, the State of Louisiana filed a putative class action in the Civil District Court for the Parish of Orleans, State of Louisiana, entitled State of Louisiana, individually and on behalf of State of Louisiana, Division of Administration, Office of Community Development ex rel The Honorable Charles C. Foti, Jr., The Attorney General For the State of Louisiana, individually and as a class action on behalf of all recipients of funds as well as all eligible and/or future recipients of funds through The Road Home Program v. AAA Insurance, et al., No. 07-8970 . The complaint named as defendants over 200 foreign and domestic insurance carriers, including the Company, and asserts a right to benefit payments from insurers on behalf of current and former Louisiana citizens who have applied for and received or will receive funds through Louisiana’s “Road Home” program. The case was thereafter removed to the Federal District Court for the Eastern District of Louisiana.

On March 5, 2009, the court issued an Order granting in part and denying in part a Motion to Dismiss filed by Defendants. The court dismissed all claims for bad faith and breach of fiduciary duty and all claims for flood damages under policies with flood exclusions or asserted under Louisiana’s Valued Policy Law, but rejected the insurers’ arguments that the purported assignments from individual

 

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claimants to the state were barred by anti-assignment provisions in the insurers’ policies. On April 30, 2009, Defendants filed a Petition for Permission to Appeal to the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”), which was granted. On July 28, 2010, the Fifth Circuit certified the anti-assignment issue to the Louisiana Supreme Court. On May 10, 2011, the Supreme Court of Louisiana issued a decision holding that the anti-assignment provisions were not violative of public policy. The court also indicated, however, that such provisions would only serve to bar post-loss assignments if they clearly and unambiguously expressed that they apply to post-loss assignments. On June 28, 2011, the Fifth Circuit remanded the case to the Federal District Court for further proceedings consistent with the Louisiana’s Supreme Court’s opinion. On September 12, 2011, the State of Louisiana filed a Motion to Remand the case to state court, which was denied by an Order dated October 28, 2011.

At this time, the Company is unable to provide a reasonable estimate of the potential range of ultimate liability. The Company is unable to determine how many policyholders have assigned claims under the Road Home program and, in any case, has no basis to estimate the amount of any differences between what the Company paid with respect to any such claim and the amount that the State of Louisiana may claim should properly have been paid under each policy.

Other Matters

The Company has been named a defendant in various other legal proceedings arising in the normal course of business. In addition, the Company is involved, from time to time, in examinations, investigations and proceedings by governmental and self-regulatory agencies. The potential outcome of any such action or regulatory proceedings in which the Company has been named a defendant or the subject of an inquiry or investigation, and its ultimate liability, if any, from such action or regulatory proceedings, is difficult to predict at this time. The ultimate resolutions of such proceedings will not have a material effect on its financial position, although they could have a material effect on the results of operations for a particular quarter or annual period.

14. Subsequent Events

There were no subsequent events requiring adjustment to the financial statements and no additional disclosures required in the notes to the interim consolidated financial statements.

 

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PART I

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TABLE OF CONTENTS

 

Introduction

     32   

Executive Overview

     32   

Description of Operating Segments

     34   

Results of Operations – Net Income

     34   

Segment Results

     36   

Investments

     46   

Other Items

     50   

Income Taxes

     51   

Critical Accounting Estimates

     52   

Statutory Surplus of U.S. Insurance Subsidiaries

     52   

Lloyd’s Capital Requirement

     53   

Liquidity and Capital Resources

     53   

Off-Balance Sheet Arrangements

     55   

Contingencies and Regulatory Matters

     55   

Risks and Forward-Looking Statements

     55   

 

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Introduction

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist readers in understanding the interim consolidated results of operations and financial condition of The Hanover Insurance Group, Inc. and subsidiaries (“THG”) and should be read in conjunction with the interim consolidated financial statements and related footnotes included elsewhere in this Quarterly Report on Form 10-Q and the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011.

Our results of operations include the accounts of The Hanover Insurance Company (“Hanover Insurance”) and Citizens Insurance Company of America, our principal U.S. domiciled property and casualty companies; and certain other insurance and non-insurance subsidiaries. In addition, effective July 1, 2011, we acquired Chaucer Holdings PLC (“Chaucer”), a specialist underwriting group which operates through the Society and Corporation of Lloyd’s (“Lloyd’s”). Our results of operations include Chaucer’s results for the period from July 1, 2011 through September 30, 2011.

Our Chaucer business manages and provides capital to support syndicates underwriting at Lloyd’s. Our underwriting agent, Chaucer Syndicates Ltd., underwrites a range of risks through Lloyd’s Syndicate 1084 and nuclear industry exposures through Lloyd’s Syndicate 1176. Currently, we retain an economic interest in these syndicates of approximately 84% and 55%, respectively. We also provide managing agent and other business services to Syndicates 4242 and 1301, for which we receive fees. Our Chaucer business is headquartered in London, with a regional presence in Whitstable, England and locations in Houston, Singapore, Buenos Aires, and Copenhagen, which provide access to business worldwide.

Executive Overview

Our business operations include insurance products and services currently provided through four operating segments: Commercial Lines, Personal Lines, and Other Property and Casualty; and with the acquisition on July 1, 2011, our Chaucer segment.

As further described in Note 3 – “Acquisitions” of the Notes to Interim Consolidated Financial Statements, we completed the acquisition of Chaucer on July 1, 2011, which has added meaningful business volumes to our third quarter results and has affected the comparability of our interim consolidated financial statements and related footnotes. For the three months ended September 30, 2011, our discussion of the results of operations includes results from all our segments. Results of operations for the comparable period in 2010 do not include any results of Chaucer. Chaucer’s financial results for the three months ended September 30, 2011 will be discussed separately for the standalone period. For the nine months ended September 30 2011, our discussion for the results of operations reflects Chaucer’s results only for the period from July 1, 2011 through September 30, 2011, while the Commercial Lines, Personal Lines, and Other Property and Casualty segments include the nine month period. Results of operations for the comparable period in 2010 do not include any results of Chaucer.

During the first nine months of 2011, there was an unprecedented level of weather–related events that affected the property and casualty industry. We incurred pre-tax catastrophe losses of $306.0 million during the first nine months of 2011, including $99.6 million in the third quarter, of which $13.6 million relates to our Chaucer segment. During the first nine months of 2010, pre-tax catastrophe losses were $143.5 million, with $24.1 million in the third quarter. Our 2011 catastrophe losses were principally the result of winter storms, tornado, hail and windstorm activity in both the Midwest and the Northeast in the first half of the year and Hurricane Irene during the third quarter.

During the first nine months of 2011, our segment loss excluding taxes and interest of $4.6 million also includes $19.9 million of segment income generated by Chaucer in the third quarter. A decrease of $31.4 million in favorable development on prior years’ loss and loss adjustment expense (“LAE”) reserves for our Commercial, Personal, and Other Property and Casualty lines also contributed to the overall decline in segment results from the prior year. Segment income for our Commercial, Personal, and Other Property and Casualty lines, excluding catastrophes and development, was $211.9 million in the first nine months of 2011, compared to $207.6 million in the same period of 2010, reflecting growth in earned premium and the resulting positive effect on our expense ratio, and what we believe is an improved mix of business.

Commercial Lines

We believe our small commercial capabilities, distinctiveness in the middle market, and continued development of specialty business provides us with a diversified portfolio of products and delivers significant value to agents and policyholders. Growth in our specialty lines continues to be a significant part of our strategy. The expansion of product offerings in our specialized businesses has been supported by several acquisitions over the past several years. During the first nine months of 2011, our Commercial Lines segment net written premium grew by approximately 6%, driven by our specialty businesses. Our net earned premium increased by more than 23% during the first nine months of 2011, primarily as a result of premiums written pursuant to the 2010 renewal rights transaction with OneBeacon.

 

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We believe these efforts have and will continue to drive improvement in our overall mix of business and ultimately our underwriting profitability. Our losses and loss adjustment expenses were higher in the first nine months of 2011 as compared to the prior year, primarily due to the high level of catastrophe losses and, to a lesser extent, non-catastrophe weather-related losses. Notwithstanding the increase in losses and LAE, there was a modest increase in current accident year income primarily due to the growth in earned premium and changes to our mix of business.

In the Commercial Lines market, continued price competition, while moderating in certain lines of business, requires us to be highly disciplined in our underwriting process to ensure that we write business only at acceptable margins. In certain lines of business where a weak economy may be a particularly important factor, such as surety and workers’ compensation, we endeavor to adjust pricing or take a more conservative approach to risk selection in order to more appropriately reflect the higher risk of loss. Additionally, we are seeking additional rate increases in our property lines as a result of the heightened catastrophe and non-catastrophe weather-related losses that we experienced in the first nine months of 2011.

Personal Lines

In our Personal Lines business, we maintain our focus on partnering with high quality, value-added agencies that deliver consultative selling and stress the importance of account rounding (the conversion of single policy customers to accounts with multiple policies and additional coverages). Account business represents 67% of total policies in force compared to 65% in the same period in 2010. We are focused on making investments that help maintain profitability, build a distinctive position in the market, and provide us with profitable growth opportunities. We continue to seek to diversify our premium outside of our core states by growing in other targeted states.

Written premiums in Personal Lines in the first nine months of 2011 were comparable to the same period in 2010. Current year underwriting results, excluding catastrophes, improved slightly in the first nine months of 2011, as compared to the same period in 2010. During the period, lower operating expenses were partially offset by less favorable current accident year results driven by non- catastrophe weather-related losses. Similar to our strategy in Commercial Lines, we are seeking additional rate increases in our property lines (homeowners coverage) as a result of the recent catastrophe and non-catastrophe weather-related losses that we and others in the industry experienced. In addition, continued increases in premium are expected in our target growth states as we seek to improve profitability and diversify from our existing core states.

Chaucer

Lloyd’s is a leading insurance and reinsurance market and provides us with access to specialist business in over 200 countries and territories worldwide through its international licenses, brand reputation and strong security rating. We currently deploy specialist underwriters in over 30 major Lloyd’s insurance and reinsurance classes within our diversified portfolio, which includes property, marine and aviation, energy, U.K. motor, and casualty and other coverages (which includes international liability, specialist coverages, and syndicate participations).

After a difficult period for international insurance markets since 2010, with increased frequency and severity of both natural and man-made catastrophes worldwide, we expect underwriting opportunities to increase and terms and conditions to improve across the majority of international risk classes for our Chaucer business. While continuing to manage our diversified portfolio, we are focusing our capital and underwriting capabilities in those areas where rates are expected to be more favorable, in particular for catastrophe-exposed property, marine and energy risks, and away from business where rates are currently under pressure, notably casualty and aviation. Additionally, we expect to benefit from continued rate increases in the U.K. motor market, which accounts for approximately 28% of Chaucer’s net written premium for the third quarter of 2011.

We continue to closely manage our existing portfolio of products and plan to profitably grow this business. We are also seeking opportunities to further diversify the business, including the development of new lines of business, such as our new international liability division, that are expected to meet our return on capital criteria. We believe the factors underpinning our ability to successfully manage both the scale and composition of our business is our membership in the Lloyd’s platform, the strength and depth of our underwriting teams and the broad diversity of our underwriting portfolio.

We believe that these strengths, combined with our continued active management of our underwriting portfolio and the opportunities that we expect to arise across the majority of our markets, provide a strong basis for the profitable development of the Chaucer business.

 

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Table of Contents

Description of Operating Segments

Our primary business operations include insurance products and services currently provided through four operating segments. These operating segments are Commercial Lines, Personal Lines, Other Property and Casualty, and, with the acquisition on July 1, 2011, our Chaucer segment. Commercial Lines includes commercial multiple peril, commercial automobile, workers’ compensation and other commercial coverages, such as specialty program business, inland marine, surety and other bonds, professional liability and management liability. Personal Lines includes personal automobile, homeowners and other personal coverages. Chaucer includes property, marine and aviation, energy, U.K. motor, and casualty and other coverages (which includes international liability, specialist coverages, and syndicate participations). The Other Property and Casualty segment consists of Opus Investment Management, Inc., which markets investment management services to institutions, pension funds and other organizations; earnings on holding company assets; and, a voluntary pools business which is in run-off. We present the separate financial information of each segment consistent with the manner in which our chief operating decision maker evaluates results in deciding how to allocate resources and in assessing performance.

Results of Operations – Net Income

Our consolidated net income includes the results of our four operating segments (segment income), which we evaluate on a pre-tax basis, and our interest expense on debt. Segment income excludes certain items which we believe are not indicative of our core operations. The income of our segments excludes items such as income taxes and net realized investment gains and losses, including net gains and losses on certain derivative instruments, because fluctuations in these gains and losses are determined by interest rates, financial markets and the timing of sales. Also, segment income excludes net gains and losses on disposals of businesses, discontinued operations, costs to acquire businesses, restructuring costs, extraordinary items, the cumulative effect of accounting changes and certain other items. Although the items excluded from segment income may be significant components in understanding and assessing our financial performance, we believe a discussion of segment income enhances an investor’s understanding of our results of operations by segregating income attributable to the core operations of the business. However, segment income should not be construed as a substitute for net income determined in accordance with generally accepted accounting principles (“GAAP”).

Catastrophe losses are a significant component in understanding and assessing the financial performance of our business. However, catastrophic events make it difficult to assess other underlying trends in this business. Management believes that providing certain financial metrics and trends excluding the effects of catastrophes helps investors to understand the variability in periodic earnings and to evaluate the underlying performance of our operations.

Our consolidated net loss for the three months ended September 30, 2011 was $9.7 million, compared to net income of $52.3 million for the three months ended September 30, 2010. The $62.0 million decrease is primarily due to a $63.2 million decline in after-tax segment income, principally driven by an increase in catastrophe and non-catastrophe weather-related activity, partially offset by income from our recently acquired Chaucer segment. In addition, we recorded a $6.6 million loss as a result of a foreign exchange contract entered into in connection with the Chaucer acquisition, which was offset by net foreign exchange gains of $6.7 million. See Note 3 – “Acquisitions” of the Notes to Interim Consolidated Financial Statements in this Form 10-Q for additional information.

Our consolidated net loss for the nine months ended September 30, 2011 was $12.2 million, compared to net income of $96.4 million for the nine months ended September 30, 2010. The $108.6 million decrease is primarily due to a $109.1 million decline in after-tax segment income, again principally driven by an increase in catastrophe and non-catastrophe weather-related activity, partially offset by income from our Chaucer segment. Additionally, in the nine months ended September 30, 2011, advisory, legal, and accounting costs associated with the acquisition of Chaucer and other acquisition expenses totaled $15.7 million, and we recorded an $11.3 million loss in connection with the aforementioned foreign exchange contract. Partially offsetting these decreases were net foreign exchange gains of $6.7 million.

 

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The following table reflects segment income as determined in accordance with GAAP and a reconciliation of total segment income to consolidated net income .

 

       Three Months Ended
September 30,
    Nine Months Ended
September 30,
 

(in millions)

   2011     2010     2011     2010  

Segment income (loss) before income taxes:

        

Commercial Lines

   $ (22.1   $ 35.1      $ (28.4   $ 74.8   

Personal Lines

     (4.8     43.0        2.4        74.0   

Chaucer

     19.9        —          19.9        —     

Other Property and Casualty

     (0.6     1.1        1.5        2.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     (7.6     79.2        (4.6     151.5   

Interest expense on debt

     (17.4     (11.8     (38.6     (32.8
  

 

 

   

 

 

   

 

 

   

 

 

 

Total segment income before income taxes

     (25.0     67.4        (43.2     118.7   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax (expense) benefit on segment income

     6.5        (22.7     12.6        (40.2

Net realized investment gains

     8.2        5.7        24.9        16.8   

Net loss from retirement of debt

     (0.1     —          (2.3     —     

Costs related to acquired businesses

     (1.9     —          (15.7     —     

Loss on derivative instruments

     (6.6     —          (11.3     —     

Net foreign exchange gains

     6.7        —          6.7        —     

Income tax (expense) benefit on non-segment income

     2.5        1.0        14.1        0.5   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations

     (9.7     51.4        (14.2     95.8   

Gain from discontinued operations, net of taxes

     —          0.9        2.0        0.6   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (9.7   $ 52.3      $ (12.2   $ 96.4   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

35


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Segment Results

The following is our discussion and analysis of the results of operations by business segment. The segment results are presented before taxes and other items which management believes are not indicative of our core operations, including realized gains and losses.

The following table summarizes the results of operations for the periods indicated:

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 

(in millions)

   2011     2010      2011     2010  

Segment revenues

         

Net premiums written

   $ 1,051.0      $ 803.7       $ 2,616.3      $ 2,330.9   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net premiums earned

   $ 1,018.6      $ 728.0       $ 2,550.8      $ 2,092.3   

Net investment income

     67.8        61.3         189.2        184.2   

Fees and other income

     14.6        10.1         34.5        29.0   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total segment revenues

     1,101.0        799.4         2,774.5        2,305.5   
  

 

 

   

 

 

    

 

 

   

 

 

 

Losses and operating expenses

         

Losses and LAE

     734.9        454.6         1,863.4        1,384.6   

Policy acquisition expenses

     241.1        173.4         603.2        490.8   

Other operating expenses

     132.6        92.2         312.5        278.6   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total losses and operating expenses

     1,108.6        720.2         2,779.1        2,154.0   
  

 

 

   

 

 

    

 

 

   

 

 

 

Segment income (loss) before income taxes

   $ (7.6   $ 79.2       $ (4.6   $ 151.5   
  

 

 

   

 

 

    

 

 

   

 

 

 

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010

Segment losses were $7.6 million in the three months ended September 30, 2011, compared to income of $79.2 million in the three months ended September 30, 2010, a decrease in earnings of $86.8 million. Chaucer’s results accounted for $19.9 million of segment income in the three months ended September 30, 2011, partially offsetting the losses in our other segments. Catastrophe related losses for our Commercial and Personal Lines businesses in the quarter were $86.0 million, compared to $24.1 million in the same period of 2010, an increase of $61.9 million. Excluding the impact of catastrophe related activity, segment losses for our Commercial and Personal Lines businesses would have decreased by $44.8 million. This decrease was primarily due to less favorable current accident year results and lower favorable development on prior years’ loss and LAE reserves. The unfavorable current accident year results are primarily due to a higher level of non-catastrophe weather-related loss and LAE claims activity in both Commercial and Personal Lines, and to increased losses in our surety business. Favorable development on prior years’ loss and LAE reserves decreased $13.7 million in the quarter to $12.2 million, from $25.9 million in the same period in 2010.

Net premiums written grew by $247.3 million in the three months ended September 30, 2011, compared to the three months ended September 30, 2010, and net premiums earned grew by $290.6 million. Chaucer accounted for $222.3 million of net premiums written and $244.8 million of net premiums earned in the three months ended September 30, 2011. The balance of the growth is primarily attributable to Commercial Lines. The more significant increase in net premiums earned in Commercial Lines is a result of the significant growth in net premiums written in 2010, which resulted from the OneBeacon renewal rights transaction, as well as growth in our AIX program business, and growth in various niche and segmented businesses. We anticipate that quarter over quarter growth in net earned premium will continue to exceed the increase in written premium through the remainder of 2011, as we continue to recognize this prior year growth in Commercial Lines.

 

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Table of Contents

Production and Underwriting Results

The following table summarizes GAAP financial information including net premiums written and loss, LAE, expense and combined ratios for the Commercial Lines, Personal Lines and Chaucer segments. Loss, LAE, catastrophe loss and combined ratios shown below include prior year reserve development. These items are not meaningful for our Other Property and Casualty segment.

 

     Three months ended September 30, 2011  

(dollars in millions)

   Gross
Written
Premium
     Net Written
Premium
     Net Earned
Premium
     Catastrophe
Loss Ratios
     Loss & LAE
Ratios
     Expense
Ratios
     Combined
Ratios
 

Commercial Lines

   $ 501.3       $ 438.4       $ 410.1         9.7         74.9         38.7         113.6   

Personal Lines

     415.1         390.3         363.7         12.7         80.0         27.1         107.1   

Chaucer

     281.9         222.3         244.8         5.6         56.0         39.1         95.1   

Total

   $ 1,198.3       $ 1,051.0       $ 1,018.6         9.8         72.2         34.6         106.8   

 

     Three months ended September 30, 2010  

(dollars in millions)

   Gross
Written
Premium
     Net Written
Premium
     Net Earned
Premium
     Catastrophe
Loss Ratios
     Loss & LAE
Ratios
     Expense
Ratios
     Combined
Ratios
 

Commercial Lines

   $ 474.9       $ 415.3       $ 360.2         2.3         57.1         42.0         99.1   

Personal Lines

     414.2         388.4         367.8         4.3         67.7         27.4         95.1   

Total

   $ 889.1       $ 803.7       $ 728.0         3.3         62.4         34.6         97.0   

The following table summarizes net premiums written, and loss and LAE and catastrophe loss ratios by line of business for the Commercial Lines and Personal Lines segments. Loss and LAE and catastrophe loss ratios include prior year reserve development.

 

     Three Months Ended September 30,  
     2011      2010  

(dollars in millions)

   Net
Premiums
Written
     Loss &
LAE
Ratios
     Cata-
strophe
Loss
Ratios
     Net
Premiums
Written
     Loss  &
LAE

Ratios
     Cata-
strophe
Loss
Ratios
 

Commercial Lines:

                 

Commercial multiple peril

   $ 152.8         75.9         16.7       $ 151.8         54.7         3.3   

Commercial automobile

     64.0         69.8         3.6         61.2         64.6         0.2   

Workers’ compensation

     43.5         73.0         —           46.2         65.9         —     

Other commercial

     178.1         76.2         8.7         156.1         53.9         2.8   
  

 

 

          

 

 

       

Total Commercial Lines

     438.4         74.9         9.7         415.3         57.1         2.3   
  

 

 

          

 

 

       

Personal Lines:

                 

Personal automobile

     233.7         71.4         1.2         239.1         71.3         0.6   

Homeowners

     144.8         96.7         33.9         137.9         63.1         11.6   

Other personal

     11.8         69.8         13.2         11.4         41.9         2.9   
  

 

 

          

 

 

       

Total Personal Lines

     390.3         80.0         12.7         388.4         67.7         4.3   
  

 

 

          

 

 

       

Total

   $ 828.7         77.3         11.1       $ 803.7         62.4         3.3   
  

 

 

          

 

 

       

 

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The following table summarizes premiums written on a gross and net basis and net premiums earned by line of business for the Chaucer segment.

 

     Three Months Ended
September 30, 2011
 

(in millions)

   Gross
Written
Premium
     Net
Written
Premium
     Net
Earned
Premium
 

Chaucer:

        

Property

   $ 52.6       $ 39.6       $ 52.4   

Marine and Aviation

     69.4         56.2         60.1   

Energy

     43.3         29.7         41.1   

U.K. Motor

     71.7         63.0         59.8   

Casualty and Other.

     44.9         33.8         31.4   
  

 

 

    

 

 

    

 

 

 

Total Chaucer

   $ 281.9       $ 222.3       $ 244.8   
  

 

 

    

 

 

    

 

 

 

The following table summarizes GAAP underwriting results for the Commercial Lines, Personal Lines, Chaucer and Other Property and Casualty segments and reconciles it to segment income.

 

     Three Months Ended September 30,  
     2011     2010  
(dollars in millions)    Commercial
Lines
    Personal
Lines
    Chaucer     Other
Property
and
Casualty
    Total     Commercial
Lines
    Personal
Lines
    Other
Property
and
Casualty
    Total  

GAAP underwriting profit (loss), excluding prior year reserve development and catastrophes

   $ (20.5   $ 8.8      $ 9.1      $ (0.1   $ (2.7   $ (6.0   $ 21.8      $ 0.3      $ 16.1   

Prior year favorable

loss and LAE reserve development

     3.6        8.5        16.6        0.1        28.8        16.5        9.3        0.1        25.9   

Pre-tax catastrophe effect

     (39.8     (46.2     (13.6     —          (99.6     (8.2     (15.9     —          (24.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

GAAP underwriting profit (loss)

     (56.7     (28.9     12.1        —          (73.5     2.3        15.2        0.4        17.9   

Net investment income

     34.0        22.7        8.6        2.5        67.8        32.3        25.4        3.6        61.3   

Fees and other income

     5.3        3.5        4.1        1.7        14.6        4.7        3.9        1.5        10.1   

Other operating expenses

     (4.7     (2.1     (4.9     (4.8     (16.5     (4.2     (1.5     (4.4     (10.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment income (loss) before income taxes

   $ (22.1   $ (4.8   $ 19.9      $ (0.6   $ (7.6   $ 35.1      $ 43.0      $ 1.1      $ 79.2   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Commercial Lines

Commercial Lines net premiums written was $438.4 million in the three months ended September 30, 2011, compared to $415.3 million in the three months ended September 30, 2010. This $23.1 million increase was primarily driven by growth in our specialty businesses, particularly in our AIX program business, which accounted for $10.8 million of this growth. Also benefiting the overall growth comparison in net premiums written were modest rate increases.

Commercial Lines underwriting loss in the three months ended September 30, 2011 was $56.7 million, compared to a profit of $2.3 million for the three months ended September 30, 2010, a decline of $59.0 million. This was due to increased catastrophe losses and decreased favorable development on prior years’ loss and LAE reserves. Catastrophe losses for the three months ended September 30, 2011 were $39.8 million, primarily due to Hurricane Irene, compared to $8.2 million for the three months ended September 30, 2010, an increase of $31.6 million. Favorable development on prior years’ loss and LAE reserves for the three months ended September 30, 2011 was $3.6 million compared to $16.5 million for the three months ended September 30, 2011, a decrease of $12.9 million.

Commercial Lines underwriting loss, excluding prior year loss and LAE reserve development and catastrophes, was $20.5 million in the three months ended September 30, 2011, compared to $6.0 million for the three months ended September 30, 2010. This $14.5 million decline was primarily due to increased losses in our surety business, driven by the current economic environment and its impact on the construction industry, and to non-catastrophe weather-related loss and LAE claims activity. Depressed economic conditions may continue to negatively impact our underwriting results for our surety business. The higher level of earned premiums primarily resulted from our 2010 OneBeacon transaction, from growth in our AIX program business, and from other growth initiatives.

 

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We continue to experience price competition in certain lines of business in our Commercial Lines segment, although this trend is moderating in certain lines of business, such as workers’ compensation. Our ability to increase Commercial Lines net premiums written while maintaining or improving underwriting results may be affected by continuing price competition and the current challenging economic environment.

Personal Lines

Personal Lines net premiums written was $390.3 million in the three months ended September 30, 2011, compared to $388.4 million in the three months ended September 30, 2010, an increase of $1.9 million, or 0.5%. The factors contributing to this modest increase were higher rates in both our personal automobile and homeowners lines and a net premiums written increase of 6.1% in our target growth states. These increases were partially offset by our continued focus on driving profit improvement in our core states through both rate increases and more selective portfolio management, resulting in lower new business activity. Continued increases in premium are expected in our target growth states as we seek to improve profitability in those states and diversify from our existing core states.

Net premiums written in the personal automobile line of business declined 2.3%, primarily as a result of fewer policies in force in Michigan, Massachusetts, New York and Florida, which we attribute to more selective portfolio management and rate increases we have implemented despite the competitive pricing environment. Net premiums written in the homeowners line of business increased 5.0%, resulting primarily from rate increases.

Personal Lines underwriting loss for the three months ended September 30, 2011 was $28.9 million, compared to a profit of $15.2 million for the three months ended September 30, 2010, a decrease of $44.1 million. This was primarily due to increased catastrophe losses and less favorable ex-catastrophe current accident year results. Catastrophe losses for the three months ended September 30, 2011 were $46.2 million, primarily due to Hurricane Irene, compared to $15.9 million for the three months ended September 30, 2010, an increase of $30.3 million. Favorable development on prior years’ loss and LAE reserves for the three months ended September 30, 2011 was $8.5 million compared to $9.3 million for the three months ended September 30, 2010, a decrease of $0.8 million.

Personal Lines underwriting profit, excluding prior year loss and LAE reserve development and catastrophes, was $8.8 million in the three months ended September 30, 2011, compared to $21.8 million for the three months ended September 30, 2010. This $13.0 million decrease in non-catastrophe current accident year results was primarily due to increases in non-catastrophe weather-related loss and LAE claims activity in our homeowners line.

Although we have been able to obtain rate increases in our Personal Lines markets and believe that this ability will continue, our ability to maintain and increase Personal Lines net written premium and to maintain and improve underwriting results has been and may continue to be affected by price competition and regulatory and legal developments. Our rate actions have adversely affected our ability to increase our policies in force and new business, particularly in our core states and in Florida. There is no assurance that we will be able to maintain our current level of production or maintain or increase rates in light of the highly competitive environment.

Chaucer

Chaucer’s net premiums written was $222.3 million for the three months ended September 30, 2011. By line of business, Chaucer’s net premiums written were comprised of 28.3% U.K. motor, 25.3% marine and aviation, 17.8% property, 13.4% energy and 15.2% casualty and other lines. This mix of business was driven and supported by our specialist underwriting strategy which is focused on actively managing the premium portfolio and risk exposures. Casualty and other lines are primarily comprised of Chaucer’s specialist and international liability lines of business.

Chaucer’s underwriting profit for the three months ended September 30, 2011 was $12.1 million. Catastrophe losses for the three months ended September 30, 2011 were $13.6 million, principally due to flash floods in Denmark and Hurricane Irene. Favorable development on prior years’ loss and LAE reserves for the three months ended September 30, 2011 was $16.6 million.

Chaucer’s underwriting profit, excluding prior year loss and LAE development and catastrophes, was $9.1 million in the three months ended September 30, 2011. Underwriting expenses of $95.7 million, representing 39.1% of the earned premium, included integration and employee expenses in support of assimilation with our operations.

We currently expect to achieve average rate increases for many Chaucer lines combined in 2012. Recent natural catastrophe losses, particularly those affecting the U.S., New Zealand and Japan, are expected to trigger more favorable pricing in the majority of catastrophe-exposed territories. We also expect to see favorable rate increases in our energy portfolio as markets respond to losses in 2011. Our casualty and aviation accounts are expected to continue to be challenging, with over-capacity leading to weak pricing. In addition, our U.K. motor account has seen significant price increases over the last two years. Although we expect a modestly lower level of rate increases in our U.K. motor business in 2012, we anticipate that rate increases will moderately exceed claims inflation. There can be no assurance that we will be able to maintain or increase our rates in light of economic and regulatory conditions in our markets.

 

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Table of Contents

Other Property and Casualty

Other Property and Casualty segment loss was $0.6 million for the three months ended September 30, 2011, compared to a profit of $1.1 million for the three months ended September 30, 2010. The $1.7 million decrease is primarily due to lower net investment income.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

Segment loss was $4.6 million in the nine months ended September 30, 2011, compared to a profit of $151.5 million in the nine months ended September 30, 2010, a decrease of $156.1 million. Chaucer’s results accounted for $19.9 million of segment income in the nine months ended September 30, 2011, partially offsetting losses in our Commercial Lines business. Catastrophe related activity for our Commercial and Personal Lines businesses was $292.4 million in the nine months ended September 30, 2011, compared to $143.5 million for the same period in 2010, an increase of $148.9 million. Excluding the impact of catastrophe related activity, earnings for our Commercial and Personal Lines businesses would have decreased by $27.1 million. This decrease was primarily due to lower favorable development on prior years’ loss and LAE reserves and higher non-catastrophe weather-related losses, partially offset by our growth in earned premium and resulting positive effect on our expense ratio. Favorable development on prior years’ loss and LAE reserves for the nine months ended September 30, 2011 was $56.0 million compared to $87.4 million in the prior year, a decrease of $31.4 million.

 

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Table of Contents

Net premiums written grew by $285.4 million in the first nine months of 2011, compared to the first nine months of 2010, and net premiums earned grew by $458.5 million. Chaucer accounted for $222.3 million of net premiums written and $244.8 million of net premiums earned in the nine months ended September 30, 2011. The balance of the growth is primarily attributable to Commercial Lines. The more significant increase in net premiums earned in Commercial Lines is a result of the significant growth in net premiums written in 2010, which resulted from the OneBeacon renewal rights transaction, as well as growth in our AIX program business, and growth in various niche and segmented businesses.

Production and Underwriting Results

The following table summarizes GAAP financial information including net premiums written and loss, LAE, expense and combined ratios for the Commercial Lines, Personal Lines and Chaucer segments. Loss, LAE, catastrophe loss and combined ratios shown below include prior year reserve development. These items are not meaningful for our Other Property and Casualty segment.

 

     Nine months ended September 30, 2011  

(dollars in millions)

   Gross
Written
Premium
     Net Written
Premium
     Net Earned
Premium
     Catastrophe
Loss Ratios
     Loss & LAE
Ratios
     Expense
Ratios
     Combined
Ratios
 

Commercial Lines

   $ 1,462.7       $ 1,287.4       $ 1,219.4         11.8         71.6         39.0         110.6   

Personal Lines

     1,181.3         1,106.3         1,086.5         13.6         78.6         27.0         105.6   

Chaucer

     281.9         222.3         244.8         5.6         56.0         39.1         95.1   

Total

   $ 2,925.9       $ 2,616.0       $ 2,550.7         12.0         73.1         33.9         107.0   

 

     Nine months ended September 30, 2010  

(dollars in millions)

   Gross
Written
Premium
     Net Written
Premium
     Net Earned
Premium
     Catastrophe
Loss Ratios
     Loss & LAE
Ratios
     Expense
Ratios
     Combined
Ratios
 

Commercial Lines

   $ 1,376.5       $ 1,215.7       $ 988.7         5.3         59.4         42.7         102.1   

Personal Lines

     1,186.5         1,114.9         1,103.3         8.2         72.3         27.7         100.0   

Total

   $ 2,563.0       $ 2,330.6       $ 2,092.0         6.9         66.2         34.7         100.9   

The following table summarizes net premiums written, and loss and LAE and catastrophe loss ratios by line of business for the Commercial Lines and Personal Lines segments. Loss and LAE and catastrophe loss ratios include prior year reserve development.

 

     Nine Months Ended September 30,  
     2011    2010  

(dollars in millions)

   Net
Premiums
Written
     Loss &
LAE
Ratios
     Cata-
strophe
Loss
Ratios
   Net
Premiums
Written
     Loss &
LAE
Ratios
     Cata-
strophe
Loss
Ratios
 

Commercial Lines:

                 

Commercial multiple peril

   $ 434.7         82.8       24.6    $ 440.0         63.3         11.3   

Commercial automobile

     190.7         64.5       1.7      192.3         58.3         0.4   

Workers’ compensation

     133.5         67.5       —        127.0         57.1         —     

Other commercial

     528.5         65.7       7.9      456.4         57.2         3.7   
  

 

 

          

 

 

       

Total Commercial Lines

     1,287.4         71.6       11.8      1,215.7         59.4         5.3   
  

 

 

          

 

 

       

Personal Lines:

                 

Personal automobile

     694.4         70.5       1.3      717.4         71.5         1.2   

Homeowners

     379.2         95.6       36.9      365.3         76.6         22.6   

Other personal

     32.7         55.8       10.1      32.2         41.3         3.8   
  

 

 

          

 

 

       

Total Personal Lines

     1,106.3         78.6       13.6      1,114.9         72.3         8.2   
  

 

 

          

 

 

       

Total

   $ 2,393.7         74.8       12.7    $ 2,330.6         66.2         6.9   
  

 

 

          

 

 

       

 

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The following table summarizes GAAP underwriting results for the Commercial Lines, Personal Lines, Chaucer and Other Property and Casualty segments and reconciles it to segment income

 

     Nine Months Ended September 30,  
     2011     2010  

(in millions)

   Commercial
Lines
    Personal
Lines
    Chaucer     Other
Property
and
Casualty
    Total     Commercial
Lines
    Personal
Lines
    Other
Property
and
Casualty
    Total  

GAAP underwriting profit (loss), excluding prior year reserve development and catastrophes

   $ (14.8   $ 49.7      $ 9.1      $ (0.2   $ 43.8      $ (20.2   $ 45.7      $ 0.1      $ 25.6   

Prior year favorable

loss and LAE reserve development

     27.2        28.5        16.6        0.3        72.6        50.2        36.6        0.6        87.4   

Pre-tax catastrophe effect

     (144.4     (148.0     (13.6     —          (306.0     (52.5     (91.0     —          (143.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

GAAP underwriting profit (loss)

     (132.0     (69.8     12.1        0.1        (189.6     (22.5     (8.7     0.7        (30.5

Net investment income

     101.6        68.5        8.6        10.5        189.2        96.6        76.6        11.0        184.2   

Fees and other income

     15.6        9.8        4.1        5.0        34.5        14.0        10.4        4.6        29.0   

Other operating expenses

     (13.6     (6.1     (4.9     (14.1     (38.7     (13.3     (4.3     (13.6     (31.2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment income (loss) before income taxes

   $ (28.4   $ 2.4      $ 19.9      $ 1.5      $ (4.6   $ 74.8      $ 74.0      $ 2.7      $ 151.5   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Commercial Lines

Commercial Lines net premiums written was $1,287.4 million in the nine months ended September 30, 2011, compared to $1,215.7 million in the nine months ended September 30, 2010. This $71.7 million increase was primarily driven by growth in our specialty businesses, particularly in our AIX program business, which accounted for $39.6 million of this growth. Also benefiting the overall growth comparison in net premiums written were modest rate increases.

Commercial Lines underwriting loss in the nine months ended September 30, 2011 was $132.0 million, compared to $22.5 million in the nine months ended September 30, 2010, an increase in losses of $109.5 million. This is due to increased catastrophe losses and decreased favorable development on prior years loss and LAE reserves, partially offset by our growth in earned premium and resulting positive effect on our expense ratio. Catastrophe losses for the nine months ended September 30, 2011 were $144.4 million primarily due to Hurricane Irene, significant tornado, hail and windstorm activity in the second quarter and winter storms in the first quarter, compared to the $52.5 million for the nine months ended September 30, 2010, an increase of $91.9 million. Favorable development on prior years’ loss and LAE reserves for the first nine months of 2011 was $27.2 million compared to $50.2 million for the first nine months of 2010, a decrease of $23.0 million. Included in 2010 results was $7.5 million of favorable LAE development, principally related to a change in the cost factors used for establishing unallocated LAE reserves.

Commercial Lines underwriting loss, excluding prior year loss and LAE reserve development and catastrophes, in the nine months ended September 30, 2011 was $14.8 million, compared to $20.2 million in the nine months ended September 30, 2010. This $5.4 million improvement resulted from growth in earned premium and the resulting positive effect on our expense ratio, and from an improved mix of business. Partially offsetting the effect of this growth were higher non-catastrophe weather-related losses and LAE, and higher losses in our surety business. The higher level of earned premiums primarily resulted from our 2010 OneBeacon transaction, from growth in our AIX program business, and from other growth initiatives.

 

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Table of Contents

Personal Lines

Personal Lines net premiums written in the nine months ended September 30, 2011 was $1,106.3 million, compared to $1,114.9 million in the nine months ended September 30, 2010, a decrease of $8.6 million, or 0.8%. The most significant factors contributing to this decrease were actions we have taken to reduce our market concentration in Louisiana, and our continued focus on driving profit improvement in our core states through both rate increases and more selective portfolio management, resulting in lower new business activity. These decreases were partially offset by higher rates in both our personal automobile and homeowners lines and a net premiums written increase of 7.0% in our target growth states. Continued increases in premium are expected in our target growth states as we seek to improve profitability in those states and diversify from our core states.

Net premiums written in the personal automobile line of business declined 3.2%, primarily as a result of fewer policies in force in Michigan, Massachusetts, New York and Florida, which we attribute more selective portfolio management and rate increases we have implemented despite the competitive pricing environment. Net premiums written in the homeowners line of business increased 3.8%, resulting primarily from rate increases.

Personal Lines underwriting loss in the nine months ended September 30, 2011 was $69.8 million, compared to $8.7 million in the nine months ended September 30, 2010, an increase in losses of $61.1 million. This increase is due to increased catastrophe losses and decreased favorable development on prior years loss and LAE reserves, partially offset by lower operating expenses. Catastrophe losses were $148.0 million for the nine months ended September 30, 2011 primarily to Hurricane Irene, significant tornado, hail and windstorm activity in the second quarter and winter storms in the first quarter, compared to $91.0 million in the nine months ended September 30, 2010, an increase of $57.0 million. Favorable development on prior years’ loss and LAE reserves was $28.5 million for first nine months of 2011, compared to $36.6 million for the first nine months of 2010, a decrease of $8.1 million. Included in 2010 results was $2.3 million of favorable LAE development, principally related to a change in the cost factors used for establishing unallocated LAE reserves.

Personal Lines underwriting profit, excluding prior year loss and LAE reserve development and catastrophes, was $49.7 million for the nine months ended September 30, 2011, compared to $45.7 million for the nine months ended September 30, 2010, an increase of $4.0 million. This increase in non-catastrophe current accident year results was primarily due to lower operating expenses, partially offset by less favorable current accident year results primarily due to non-catastrophe weather-related losses.

Chaucer

The acquisition of Chaucer was completed on July 1, 2011. Our financial results of operations do not include the financial results of Chaucer for any period prior to the date it was acquired. Please refer to the Chaucer section of “Production and Underwriting Results” located on page 41 of this Form 10-Q for information on the financial results of the Chaucer segment for the period beginning July 1, 2011 and ending September 30, 2011.

Other Property and Casualty

Other Property and Casualty segment income in the nine months ended September 30, 2011 was $1.5 million, compared to $2.7 million in the nine months ended September 30, 2010. The $1.2 million decrease is primarily due to lower net investment income and less favorable development in our run-off voluntary pools.

 

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Table of Contents

Reserve for Losses and Loss Adjustment Expenses

The table below provides a reconciliation of the gross beginning and ending reserve for unpaid losses and loss adjustment expenses (including Chaucer with respect to the three month period ended September 30, 2011) as follows:

 

     Nine Months Ended
September 30,
 

(in millions)

   2011     2010  

Gross loss and LAE reserves, beginning of period

   $ 3,277.7      $ 3,153.9   

Reinsurance recoverable on unpaid losses

     1,115.5        1,060.2   
  

 

 

   

 

 

 

Net loss and LAE reserves, beginning of period

     2,162.2        2,093.7   

Net incurred losses and LAE in respect of losses occurring in:

    

Current year

     1,936.0        1,472.0   

Prior years

     (72.6     (87.4
  

 

 

   

 

 

 

Total incurred losses and LAE

     1,863.4        1,384.6   
  

 

 

   

 

 

 

Net payments of losses and LAE in respect of losses occurring in:

    

Current year, excluding Chaucer

     921.1        727.4   

Prior years, excluding Chaucer

     670.9        620.4   

Chaucer (for the three month period ended September 30, 2011)

     150.9        —     
  

 

 

   

 

 

 

Total payments

     1,742.9        1,347.8   
  

 

 

   

 

 

 

Purchase of Chaucer, net of reinsurance recoverable on unpaid losses of $674.4

     1,626.2        —     
  

 

 

   

 

 

 

Purchase of Campania

     —          30.2   
  

 

 

   

 

 

 

Effect of foreign exchange rate changes

     (20.7     —     
  

 

 

   

 

 

 

Net reserve for losses and LAE, end of period

     3,888.2        2,160.7   

Reinsurance recoverable on unpaid losses

     1,833.8        1,071.4   
  

 

 

   

 

 

 

Gross reserve for losses and LAE, end of period

   $ 5,722.0      $ 3,232.1   
  

 

 

   

 

 

 

The table below summarizes the gross reserve for losses and LAE by line of business.

 

(in millions)

   September 30,
2011
     December 31,
2010
 

Workers’ Compensation

   $ 540.8       $ 529.0   

Commercial Automobile

     231.9         224.5   

Commercial Multiple Peril

     579.9         470.4   

AIX

     226.8         211.9   

Other Commercial

     368.4         347.2   
  

 

 

    

 

 

 

Total Commercial

     1,947.8         1,783.0   
  

 

 

    

 

 

 

Personal Automobile

     1,355.9         1,358.4   

Homeowners and Other

     163.0         136.3   
  

 

 

    

 

 

 

Total Personal

     1,518.9         1,494.7   
  

 

 

    

 

 

 

Total Chaucer

     2,255.3         —     
  

 

 

    

 

 

 

Total loss and LAE reserves

   $ 5,722.0       $ 3,277.7   
  

 

 

    

 

 

 

 

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Loss and LAE reserves for Chaucer were $2,255.3 million as of September 30, 2011. For our Commercial and Personal Lines businesses, total loss and LAE reserves increased by $189.0 million for the nine months ended September 30, 2011, primarily due to catastrophe losses in the period. Other Commercial lines are primarily comprised of our professional liability, general liability, umbrella, and marine lines. Included in the above table, in the Chaucer segment, is $301.9 million of reserves related to Chaucer’s participation in Syndicate 4000, consisting of financial and professional liability lines written in 2008 and prior. Also included in the above table, primarily in Other Commercial lines, are $64.5 million and $68.4 million of asbestos and environmental reserves as of September 30, 2011 and December 31, 2010, respectively.

In determining carried reserves as set forth above, management considers actuarial point estimates, which are primarily based on historical and current information, and other qualitative information. Such qualitative information may include legal and regulatory developments, changes in claim handling, claim cost inflation, recent entry into new markets or products, changes in underwriting practices, concerns that we do not have sufficient or quality historical reported and paid loss and LAE information with respect to a particular line or segment of our business, effects of the economy, perceived anomalies in the historical results, evolving trends or other factors. For our Commercial and Personal Lines businesses, at September 30, 2011 and December 31, 2010, total recorded net reserves were $53.9 million, or 2.4%, and $65.4 million, or 3.1%, greater than actuarially indicated reserves, respectively. As of July 1, 2011, our opening reserve balances for Chaucer were established at fair value as part of our purchase accounting process.

Prior Year Development

Loss and LAE reserves for claims occurring in prior years developed favorably by $72.6 million and $87.4 million during the first nine months of 2011 and 2010, respectively. These amounts include favorable loss and LAE reserve development of $16.6 million for Chaucer for the three months ended September 30, 2011. The Chaucer favorable development was primarily the result of lower than expected losses in our energy line, primarily related to the 2009 and 2010 accident years. For our Commercial and Personal Lines businesses, the favorable loss and LAE reserve development during the first nine months of 2011 was primarily the result of lower than expected losses in the personal automobile line, primarily related to bodily injury coverage in the 2008 through 2010 accident years, the commercial multiple peril line related to the 2007 through 2010 accident years and lower than expected losses in the 2007 through 2010 accident years in the workers’ compensation line. In addition, within other commercial lines, unfavorable development in our professional liability and surety lines were partially offset by favorable development in our healthcare and other commercial property lines.

The favorable loss and LAE reserve development during the first nine months of 2010 was primarily the result of lower than expected losses in the personal automobile line across all coverages, primarily in the 2007 through 2009 accident years, the commercial multiple peril line related to the 2007 through 2009 accident years and lower than expected losses in the 2007 through 2010 accident years in the workers’ compensation line. In addition, the workers’ compensation line related to the 2005, 2008 and 2009 accident years contributed to favorable development. The 2010 amount includes $9.8 million of favorable development resulting from a change in the cost factors used for establishing unallocated LAE reserves.

Although we experienced significant favorable development in both losses and LAE in recent years, there can be no assurance that this level of favorable development will occur in the future. We have, and we believe that we will continue to experience, less favorable prior year development in future years than we experienced recently. The factors that resulted in the favorable development of prior year reserves are considered in our ongoing process for establishing current accident year reserves. In light of our recent years of favorable development, the factors driving this development were considered to varying degrees in setting the more recent years’ accident year reserves. As a result, we expect the current and most recent accident year reserves not to develop as favorably as they have in the past. In light of the significance, in recent periods, of favorable development to our segment income, declines in favorable reserve development could be material to our results of operations.

 

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Investments

Investment Results

Net investment income increased $6.5 million, or 10.6%, to $67.8 million for the three months ended September 30, 2011, and increased $5.0 million, or 2.7%, to $189.2 million for the nine months ended September 30, 2011. The increase is primarily due to the acquisition of Chaucer and its related investment income, which contributed $8.6 million to each of these periods, partially offset by the impact of lower new money yields on fixed maturities. Also, higher dividend income from equity securities, lower investment expenses and higher income from partnerships contributed to the increase in net investment income. The average pre-tax earned yield on fixed maturities was 4.49% and 5.46% for the three months ended September 30, 2011 and September 30, 2010, respectively, and 4.99% and 5.48% for the first nine months of 2011 and 2010, respectively. Average pre-tax earned yield on fixed maturities was 5.31% for the three months and nine months ended September 30, 2011, respectively, for the U.S. domiciled companies. Chaucer’s average pre-tax earned yield on fixed maturities was 2.00% for the three months ended September 30, 2011. We expect declines in average investment yields in future periods to continue if new money rates remain at their current lower levels.

Investment Portfolio

We held cash and investment assets diversified across several asset classes, as follows:

 

     September 30, 2011     December 31, 2010  

(dollars in millions)

   Carrying
Value
     % of Total
Carrying
Value
    Carrying
Value
     % of Total
Carrying
Value
 

Fixed maturities, at fair value

   $ 6,227.6         82.0   $ 4,797.9         91.3

Equity securities, at fair value

     246.3         3.3        128.6         2.4   

Cash and cash equivalents

     922.7         12.1        290.4         5.5   

Other investments

     194.1         2.6        39.4         0.8   
  

 

 

    

 

 

   

 

 

    

 

 

 

Total cash and investments

   $ 7,590.7         100.0   $ 5,256.3         100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

Cash and Investments

Total cash and investments increased $2.3 billion, or 44.4%, for the nine months ended September 30, 2011. The increase is attributable to the acquisition of Chaucer, with total cash and investments of $2.4 billion at September 30, 2011, consisting of $1,525.3 million of fixed maturities, $632.4 million of cash and cash equivalents, $146.8 million of other investments and $84.5 million of equity securities. Excluding Chaucer’s cash and investments, the investment portfolio decreased approximately 1% for the year.

Our fixed maturity portfolio is comprised primarily of corporate securities, taxable and tax-exempt municipal securities, residential mortgage-backed securities, commercial mortgage-backed securities, foreign government securities, U.S. government securities and asset-backed securities.

The following table provides information about the investment types of our fixed maturities portfolio:

 

     September 30, 2011  

(in millions)

Investment Type

   Amortized
Cost
     Fair Value      Net Unrealized
Gain
     Change in Net
Unrealized
During 2011
 

U.S. Treasury and government agencies

   $ 272.0       $ 279.0       $ 7.0       $ 5.2   

Foreign government

     302.6         302.9         0.3         0.3   

Municipals:

           

Taxable

     802.9         861.2         58.3         59.3   

Tax exempt

     167.1         171.7         4.6         1.6   

Corporate

     3,150.7         3,291.4         140.7         (3.7

Asset-backed:

           

Residential mortgage-backed

     825.7         864.7         39.0         9.1   

Commercial mortgage-backed

     338.1         346.1         8.0         (9.3

Asset-backed

     107.0         110.6         3.6         (0.1
  

 

 

    

 

 

    

 

 

    

 

 

 

Total fixed maturities

   $ 5,966.1       $ 6,227.6       $ 261.5       $ 62.4   
  

 

 

    

 

 

    

 

 

    

 

 

 

During the first nine months of 2011, our net unrealized gains on fixed maturities increased $62.4 million, or 31.3%, to a net unrealized gain of $261.5 million at September 30, 2011, compared to $199.1 million at December 31, 2010.

 

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Amortized cost and fair value by rating category were as follows:

 

          September 30, 2011     December 31, 2010  

(dollars in millions)

NAIC Designation

  

Rating Agency

Equivalent

Designation

   Amortized
Cost
     Fair
Value
     % of  Total
Fair

Value
    Amortized
Cost
     Fair
Value
     % of  Total
Fair

Value
 

1

   Aaa/Aa/A    $ 4,343.5       $ 4,529.7         72.7   $ 3,175.0       $ 3,290.5         68.6

2

   Baa      1,282.2         1,360.0         21.9        1,115.0         1,180.4         24.6   

3

   Ba      152.0         156.6         2.5        141.1         149.3         3.1   

4

   B      129.7         126.1         2.0        119.7         123.5         2.6   

5

   Caa and lower      45.8         41.8         0.7        36.3         39.1         0.8   

6

   In or near default      12.9         13.4         0.2        11.7         15.1         0.3   
     

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total fixed maturities

      $ 5,966.1       $ 6,227.6         100.0   $ 4,598.8       $ 4,797.9         100.0
     

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Based on ratings by the National Association of Insurance Commissioners (“NAIC”), approximately 95% of the fixed maturity portfolio consisted of investment grade securities at September 30, 2011 and 93% as of December 31, 2010.

The quality of our fixed maturity portfolio remains strong based on ratings, capital structure position, support through guarantees, underlying security and parent ownership and yield curve position. We do not hold any securities in the following sectors: subprime mortgages, either directly or through mortgage-backed securities; collateralized debt obligations; collateralized loan obligations; or credit derivatives.

We have sovereign debt totaling $150.7 million, or 2.0% of the total portfolio, primarily in the United Kingdom (U.K.), Germany, France and Denmark as a result of the Chaucer acquisition. We have no sovereign debt exposure to Greece, Ireland or Portugal. Also, we hold $73.3 million of foreign agency debt securities, primarily from Germany, the Netherlands, Great Britain and Norway, as well as $44.9 million of supranational securities. Exposure to European banks, excluding the U.K., is approximately $137 million, or 1.8% of our total portfolio. Exposure to credit in other European sectors, excluding the U.K., is 2.7% of the portfolio. These securities are high quality, large cap multi-national companies and well diversified by sector, country and issuer.

Commercial mortgage-backed securities (“CMBS”) constitute $346.1 million of our invested assets, of which approximately 17% is fully defeased with U.S. government securities. The portfolio is seasoned, with approximately 61% of our CMBS holdings from pre-2005 vintages, 14% from the 2005 vintage, 10% from the 2007 vintage, 4% from the 2006 vintage, and 11% from 2010 and later vintages. The CMBS portfolio is of high quality with approximately 79% being AAA rated and 21% rated AA or A. The CMBS portfolio has a weighted average loan-to-value ratio of 73% and credit enhancement of approximately 26% as of September 30, 2011.

Our municipal bond portfolio constitutes approximately 14% of invested assets at September 30, 2011 and is 98% investment grade, without regard to any insurance enhancement. Currently, approximately 28% of the municipal bond portfolio has an insurance enhancement. The portfolio is well diversified by geography, sector and source of payment, and primarily consists of taxable securities. Approximately 61% of the portfolio is invested in revenue bonds and 39% in general obligation bonds. Revenue bonds are backed by the revenue stream generated by the services provided by the issuer, while general obligation bonds are backed by the authority that issued the debt and are secured by the taxing powers of those authorities.

Other investments consist primarily of overseas deposits, which are investments maintained in overseas funds and managed exclusively by Lloyd’s. These funds are required in order to protect policyholders in overseas markets and enable our Chaucer segment to operate in those markets. Access to those funds is restricted and we have no control over the investment strategy. Also included in other investments are investments in limited partnerships, which are accounted for under the equity method of accounting or at cost.

In addition and in accordance with Lloyd’s operating guidelines, we are required to deposit funds at Lloyd’s to support our underwriting operations. These funds are available only to fund claim obligations. These restricted assets consisted of approximately $392 million of fixed maturities and $99 million of cash and cash equivalents as of September 30, 2011. We also deposit funds with various state and governmental authorities in the U.S. For a discussion of our deposits with state and governmental authorities, see also Note 4 – “Investments” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2010.

Our fixed maturity and equity securities are classified as available-for-sale and are carried at fair value. Financial instruments whose value is determined using significant management judgment or estimation constitute less than 2% of the total assets we measured at fair value. (See also Note 8 – “Fair Value”).

Although we expect to invest new funds primarily in investment grade fixed maturities, we have invested, and expect to continue to invest a portion of funds in common equity securities and below investment grade fixed maturities and other assets.

 

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Other-than-Temporary Impairments

For the three months ended September 30, 2011, we recognized $1.5 million of other-than-temporary impairments (“OTTI”) on fixed maturities in earnings. This included $1.1 million related to below investment grade corporate debt securities which we intend to sell, primarily in the utilities sector, and $0.4 million related to estimated credit losses primarily on below investment grade residential mortgage-backed securities. For the three months ended September 30, 2010, we recognized $1.4 million of OTTI on debt securities in earnings, primarily on below investment grade corporate bonds in the industrial sector that we classified as intend to sell.

For the first nine months of 2011, we recognized $3.7 million of OTTI on fixed maturity and equity securities in earnings. OTTI on debt securities was $3.2 million, primarily on below investment grade bonds that we intend to sell, of which $1.6 million related to corporate bonds, principally in the utilities sector, and $1.0 million was related to a municipal bond. Additionally, we recognized OTTI of $0.6 million related to estimated credit losses on residential mortgage-backed securities. We also recognized OTTI on a common stock of $0.5 million. For the first nine months of 2010, we recognized $7.5 million of OTTI on fixed maturities and equity securities in earnings, of which $3.0 million related to debt securities that we classified as intend to sell, $2.6 million was estimated credit losses, primarily on investment grade residential mortgage backed securities, and $1.9 million related to common stocks.

Unrealized Losses

The following table provides information about our fixed maturities and equity securities that are in an unrealized loss position. (See also Note 7 – “Investments” of the Notes to Interim Consolidated Financial Statements.)

 

     September 30, 2011      December 31, 2010  

(in millions)

   Gross
Unrealized
Losses
     Fair Value      Gross
Unrealized
Losses
     Fair Value  

Fixed maturities:

           

Investment grade:

           

12 months or less

   $ 31.0       $ 1,236.3       $ 22.9       $ 732.3   

Greater than 12 months

     10.9         102.9         29.7         208.2   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investment grade fixed maturities

     41.9         1,339.2         52.6         940.5   
  

 

 

    

 

 

    

 

 

    

 

 

 

Below investment grade:

           

12 months or less

     19.1         218.7         1.0         51.1   

Greater than 12 months

     1.0         1.5         12.0         90.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total below investment grade fixed maturities

     20.1         220.2         13.0         141.1   
  

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities:

           

12 months or less

     12.4         160.9         1.9         45.8   

Greater than 12 months

     0.2         1.3         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total equity securities

     12.6         162.2         1.9         45.8   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 74.6       $ 1,721.6       $ 67.5       $ 1,127.4   
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross unrealized losses on fixed maturities and equity securities was $74.6 million at September 30, 2011, compared to $67.5 million at December 31, 2010, an increase of $7.1 million, or 10.5%. The increase in unrealized losses was primarily attributable to the volatility in the equity markets, as well as the widening of credit spreads across all sectors, partially offset by lower interest rates. Securities acquired from Chaucer were recorded at fair value as of the acquisition date of July 1, 2011. Therefore, gross unrealized losses associated with the Chaucer portfolio include only losses as of September 30, 2011. At September 30, 2011, gross unrealized losses primarily consist of $47.6 million of corporate fixed maturities, $12.6 million of equity securities, $9.7 million of mortgage-backed securities and $4.6 million in municipal and U.S. Treasury and government agency securities.

We view the gross unrealized losses on fixed maturities and equity securities as being temporary since it is our assessment that these securities will recover in the near term, allowing us to realize their anticipated long-term economic value. With respect to gross unrealized losses on fixed maturities, we do not intend to sell nor is it more likely than not we will be required to sell debt securities before this expected recovery of amortized cost (See also “Liquidity and Capital Resources”). With respect to equity securities, we have the intent and ability to retain such investments for the period of time anticipated to allow for this expected recovery in fair value. The risks inherent in our assessment methodology include the risk that, subsequent to the balance sheet date, market factors may differ from our expectations; the global economic recovery is less robust than we expect or reverts to recessionary trends; we may decide to subsequently sell a security for unforeseen business needs; or changes in the credit assessment or equity characteristics from our original assessment may lead us to determine that a sale at the current value would maximize recovery on such investments. To the extent that there are such adverse changes, an OTTI would be recognized as a realized loss. Although unrealized losses are not reflected in the results of financial operations until they are realized or deemed “other-than-temporary”, the fair value of the underlying investment, which does reflect the unrealized loss, is reflected in our Consolidated Balance Sheets.

 

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The following table sets forth gross unrealized losses for fixed maturities by maturity period and for equity securities at September 30, 2011 and December 31, 2010. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties, or we may have the right to put or sell the obligations back to the issuers.

 

(in millions)

   September 30,
2011
     December 31,
2010
 

Due in one year or less

   $ 2.2       $ 2.6   

Due after one year through five years

     19.1         11.4   

Due after five years through ten years

     17.9         17.1   

Due after ten years

     13.1         21.6   
  

 

 

    

 

 

 
     52.3         52.7   

Mortgage-backed securities

     9.7         12.9   
  

 

 

    

 

 

 

Total fixed maturities

     62.0         65.6   

Equity securities

     12.6         1.9   
  

 

 

    

 

 

 

Total fixed maturities and equity securities

   $ 74.6       $ 67.5   
  

 

 

    

 

 

 

The carrying values of defaulted fixed maturity securities on non-accrual status at September 30, 2011 and December 31, 2010 were not material. The effects of non-accruals compared with amounts that would have been recognized in accordance with the original terms of the fixed maturities, were reductions in net investment income of $1.7 million for the nine months ended September 30, 2011 and 2010. Any defaults in the fixed maturities portfolio in future periods may negatively affect investment income.

Our investment portfolio and shareholders’ equity can be significantly impacted by changes in market values of our securities. As the U.S. and global financial markets and economies, while continuing to recover, remain unstable, market volatility could increase and defaults on fixed income securities could occur. As a result, we could incur additional realized and unrealized losses in future periods, which could have a material adverse impact on our results of operations and/or financial position.

Fiscal and monetary policies in place, primarily in the United States and Europe, are supportive of moderate economic growth. The removal or modification of these policies could have an adverse effect on issuers’ level of business activity or liquidity, increasing the probability of future defaults. While we may experience defaults on fixed income securities, particularly with respect to non-investment grade securities, it is difficult to foresee which issuers, industries or markets will be affected. As a result, the value of our fixed maturity portfolio could change rapidly in ways we cannot currently anticipate. Depending on market conditions, we could incur additional realized and unrealized losses in future periods.

Derivative Instruments

We maintain an overall risk management strategy that can incorporate the use of derivative instruments to manage significant unplanned fluctuations in earnings caused by foreign currency and interest rate volatility.

In April 2011, we entered into a foreign currency forward contract to hedge the foreign currency exchange risk embedded in the purchase price of Chaucer, which was denominated in U.K. Pounds Sterling (“GBP”). This contract had a notional amount of £297.9 million and was settled on July 14, 2011. For the three months and nine months ended September 30, 2011, we recognized in income from continuing operations a loss of $6.6 million and $11.3 million, respectively. The loss on the contract was due to a decrease in the exchange rate between the GBP and the U.S. dollar, and was offset by the lower U.S. dollars required to meet the GBP based purchase price. Since a foreign currency hedge in which the hedged item is a forecasted transaction relating to a business combination does not qualify for hedge accounting under ASC 815, Derivatives and Hedging (“ASC 815”), we did not apply hedge accounting to this transaction. See Note 3 – “Acquisitions” in this Form 10-Q for additional information.

In May 2011, we entered into a treasury lock forward agreement to hedge the interest rate risk associated with our planned issuance of senior debt, which was completed on June 17, 2011. This hedge qualified as a cash flow hedge under ASC 815. It matured in June 2011 and resulted in a loss of $1.9 million, which was recorded in accumulated other comprehensive income and will be recognized in earnings over the term of the senior notes.

Additionally, Chaucer held foreign currency forward contracts utilized to mitigate changes in fair value caused by foreign currency fluctuation in converting the fair value of GBP and Euro denominated investment portfolios into their U.S. dollar denominated equivalent. These portfolios supported U.S. dollar denominated claim reserve liabilities. During the third quarter, we recognized a gain of $6.5 million related to these instruments. All Chaucer forward contracts were terminated in October 2011.

 

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Other Items

Net income also includes the following items:

 

     Three Months Ended September 30,  

(in millions)

   Commercial
Lines
     Personal
Lines
     Chaucer      Other
Property  and

Casualty
    Discontinued
Operations
     Total  

2011

                

Net realized investment gains (losses)

   $ 1.2       $ 0.6       $ 6.3       $ 0.1      $ —         $ 8.2   

Net gain (loss) from the retirement of debt

     0.3         —           —           (0.4     —           (0.1

Costs related to acquired businesses

     —           —           —           (1.9     —           (1.9

Gain (loss) on derivative instruments

     —           —              (6.6     —           (6.6

Net foreign exchange gains

     —           —           —           6.7        —           6.7   

2010

                

Net realized investment gains

   $ 3.6       $ 1.7       $ —         $ 0.4      $ —         $ 5.7   

Discontinued operations, net of taxes

     —           —           —           —          0.9         0.9   

 

     Nine Months Ended September 30,  

(in millions)

   Commercial
Lines
     Personal
Lines
     Chaucer      Other
Property  and

Casualty
    Discontinued
Operations
     Total  

2011

                

Net realized investment gains (losses)

   $ 4.0       $ 2.7       $ 6.3       $ 11.9      $ —         $ 24.9   

Net gain (loss) from the retirement of debt

     0.3         —           —           (2.6     —           (2.3

Costs related to acquired businesses

     —           —           —           (15.7     —           (15.7

Gain (loss) on derivative instruments

     —           —              (11.3     —           (11.3

Net foreign exchange gains

     —           —           —           6.7        —           6.7   

Discontinued operations, net of taxes

     —           —           —           —          2.0         2.0   

2010

                

Net realized investment gains

   $ 7.4       $ 8.8       $ —         $ 0.6      $ —         $ 16.8   

Discontinued operations, net of taxes

     —           —           —           —          0.6         0.6   

We manage investment assets for our Commercial Lines, Personal Lines, and Other Property and Casualty segments based on the requirements of our U.S. combined property and casualty companies. We allocate the investment income, expenses and realized gains to our Commercial Lines, Personal Lines and Other Property and Casualty segments based on actuarial information related to the underlying businesses. We manage investment assets separately for our Chaucer segment.

Net realized gains on investments were $8.2 million and $5.7 million in the three months ended September 30, 2011 and 2010, respectively. Net realized gains in 2011 are primarily due to $6.5 million of gains on foreign currency hedges and $3.5 million of gains recognized primarily from the sale of fixed maturities and equity securities, partially offset by $1.5 million of other-than-temporary impairments from fixed maturities. Net realized gains in 2010 are due to $10.4 million of gains recognized primarily from the sale of fixed maturities, partially offset by a $3.7 million loss on futures contracts relating to the release of tax capital loss carryforwards and $1.4 million of impairments from both fixed maturities and equity securities.

Net realized gains on investments were $24.9 million and $16.8 million, in the nine months ended September 30, 2011 and 2010, respectively. Net realized gains in the first nine months of 2011 are primarily due to $22.0 million of gains recognized primarily from the sale of fixed maturities and $6.5 million of gains on foreign currency hedges, partially offset by $3.7 million of other-than-temporary impairments from fixed maturities and, to a lesser extent, equity securities. Net realized gains in the first nine months of 2010 are due to $26.4 million of gains recognized primarily from the sale of fixed maturities and to a lesser extent, equity securities, partially offset by $7.5 million of impairments from both fixed maturities and equity securities.

Acquisition costs were $1.9 million and $15.7 million for the three months and nine months ended September 30, 2011, respectively, and primarily consist of advisory, legal, and accounting costs associated with the acquisition of Chaucer. See Note 3 – “Acquisitions” in this Form 10-Q for additional information.

 

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In connection with the acquisition of Chaucer, we entered into a foreign exchange forward contract, which provided for an economic hedge between the agreed upon purchase price of Chaucer in GBP and currency fluctuations between the GBP and U.S. dollar prior to close. This contract effectively locked in the U.S. dollar equivalent of the purchase price to be delivered in GBP and was settled in July 2011 at a loss of $11.3 million, of which $4.7 million and $6.6 million was recognized during the three months ended June 30, 2011 and September 30, 2011, respectively. The loss on the contract was due to a decrease in the exchange rate between the GBP and U.S. dollar and was offset by the lower U.S. dollars required to meet the GBP based purchase price, which resulted in a $6.4 million gain on foreign exchange. Additional decreases in the exchange rate occurred subsequent to payment of cash proceeds on July 14, 2011. Gains of $0.3 million were recognized related to the loan notes and other payables that are due in GBP to certain former shareholders of Chaucer common stock. We will be subject to fluctuations in the currency until such loan notes have been paid.

Income Taxes

We are subject to the tax laws and regulations of the U.S. and foreign countries in which we operate. We file a consolidated U.S. federal income tax return that includes the holding company and its U.S. subsidiaries. Generally, taxes are accrued at the U.S. rate of 35% for income from the U.S. operations. Our primary non-U.S. jurisdiction is the U.K. with a 26% rate. However, we accrue taxes on certain non-U.S. income which is subject to U.S. tax as a result of being owned by a U.S. shareholder at the U.S. rate. Foreign tax credits, where available, are utilized to offset U.S. tax as permitted. Certain of our non-U.S. income are not subject to U.S. tax until repatriated as these earnings are intended to be permanently reinvested overseas. Foreign taxes on this non-U.S. income are accrued at the local foreign rate and do not have an accrual for U.S. deferred taxes.

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010

The provision for income taxes from continuing operations was a benefit of $9.0 million in the three months ended September 30, 2011, resulting in an effective tax rate of 48.1% of pre-tax loss, compared to an expense of $21.7 million during the same period in 2010, resulting in an effective tax rate of 29.7% of pre-tax income. These provisions reflect the significant fluctuations in pre-tax GAAP results from 2010 to 2011, i.e. pre-tax income in 2010 versus a pre-tax loss in 2011, and decreases in our valuation allowance related to realized gains of $8.2 million and $5.7 million in the three months ended September 30, 2011 and 2010, respectively. In addition, the 2011 provision reflects a $1.7 million benefit related to tax planning strategies implemented in prior years. Absent these benefits, the provision for income taxes from continuing operations would have been a benefit of $6.7 million or 35.8% and an expense of $24.7 million or 33.8% for the three months ended September 30, 2011 and 2010, respectively. The increase in 2011 is due to lower underwriting results and its disproportionate impact on permanent items in our estimated effective tax rate.

Our income tax provision on segment income was a benefit of $6.5 million during the three months ended September 30, 2011, compared to expense of $22.7 million during the same period in 2010. These provisions resulted in effective tax rates for segment income of 26.0% and 33.7% in 2011 and 2010, respectively. The decrease is primarily due to lower underwriting income in 2011.

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

The provision for income taxes from continuing operations was a benefit of $26.7 million during the first nine months of 2011, resulting in an effective tax rate of 65.3% of pre-tax loss compared to an expense of $39.7 million during the same period in 2010, resulting in an effective tax rate of 29.3% of pre-tax income. These provisions reflect the significant fluctuations in pre-tax GAAP results from 2010 to 2011, i.e. pre-tax income in 2010 versus a pre-tax loss in 2011, and decreases in our valuation allowance related to realized gains of $24.9 million and $16.8 million in the first nine months of 2011 and 2010, respectively. In addition, the 2011 provision reflects a $5.8 million benefit related to tax planning strategies implemented in prior years. Absent these benefits, the provision for income taxes from continuing operations would have been a benefit of $14.4 million or 35.2% and an expense of $46.0 million or 33.9% for the nine months ended September 30, 2011 and 2010, respectively. The increase in 2011 is due to lower underwriting results and its disproportionate impact on permanent items in our estimated effective tax rate

Our income tax provision on segment income was a benefit of $12.6 million for the first nine months of 2011, compared to an expense of $40.2 million during the same period in 2010. These provisions resulted in effective tax rates for segment income of 29.2% and 33.9% in 2011 and 2010, respectively. The decrease is primarily due to lower underwriting income in 2011.

In September 2011, we completed a transaction which resulted in the realization, for tax purposes only, of unrealized gains in our investment portfolio of $98.4 million. This transaction enabled us to recognize capital loss carryforwards to offset this gain, and resulted in the release of $10.9 million of the valuation allowance we held against the deferred tax asset related to these capital loss carryforwards. The release was reflected as a benefit in accumulated other comprehensive income. The $10.9 million will be released into income from continuing operations, related to non-segment income, in future years, as the investment securities subject to these transactions are sold or mature.

Our valuation allowance related to our deferred tax asset was $54.0 million at September 30, 2011, compared to $91.5 million at December 31, 2010, a decrease of $37.5 million. The decrease in this valuation allowance primarily resulted from unrealized appreciation in our investment portfolio, the aforementioned transaction and net realized capital gains in our Consolidated Statements of

 

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Income. Accordingly, we recorded decreases in our valuation allowance of $22.8 million and $10.9 million as adjustments to Accumulated Other Comprehensive Income and decrease in our valuation allowance of $6.5 million as an adjustment to Income Tax Expense. In addition, in the 2010 U.S. federal income tax return we were able to utilize an additional $7.6 million of capital loss carryforward that expired in 2010. As such, we increased our valuation allowance by $2.6 million with an equal and offsetting increase to the related deferred tax asset. The remaining increase of $0.1 million was reflected in Discontinued Operations.

In April 2011, we received notification that an interest refund claim filed with the Internal Revenue Service in 2009 had been accepted. The interest refund related to tax liabilities of our former life operations of $0.6 million was recorded in Discontinued Operations in the first three months of 2011.

Critical Accounting Estimates

Our Consolidated Financial Statements have been prepared in conformity with U.S. GAAP and include certain accounting policies that we consider to be critical due to the amount of judgment and uncertainty inherent in the application of those policies. While we believe that the amounts included in our consolidated financial statements reflect out best judgment, the use of different assumptions could produce materially different accounting estimates. As disclosed in our 2010 Annual Report on Form 10-K, we believe the following accounting estimates are critical to our operations and require the most subjective and complex judgment:

 

   

Reserve for losses and loss expenses

 

   

Reinsurance recoverable balances

 

   

Pension benefit obligations

 

   

Other-than-temporary impairments (“OTTI”)

For a more detailed discussion of these critical accounting estimates, see our Annual Report on Form 10-K for the year ended December 31, 2010.

Statutory Surplus of U.S. Insurance Subsidiaries

The following table reflects statutory surplus of our U.S. insurance subsidiaries:

 

(in millions)

   September 30,
2011
     December 31,
2010
 

Total Statutory Surplus – U.S. Insurance Subsidiaries

   $ 1,538.5       $ 1,747.3   

The statutory surplus for our U.S. insurance subsidiaries decreased $205.4 million during the first nine months of 2011, primarily due to a $99 million ordinary dividend paid to the holding company by Hanover Insurance in April 2011 and underwriting loss results for the nine months ended September 30, 2011.

The NAIC prescribes an annual calculation regarding risk based capital (“RBC”). RBC ratios for regulatory purposes are expressed as a percentage of the capital required to be above the Authorized Control Level (the “Regulatory Scale”); however, in the insurance industry, RBC ratios are widely expressed as a percentage of the Company Action Level. The following table reflects the Company Action Level, the Authorized Control Level and RBC ratios for Hanover Insurance, as of September 30, 2011, expressed both on the Industry Scale (Total Adjusted Capital divided by the Company Action Level) and Regulatory Scale (Total Adjusted Capital divided by Authorized Control Level):

 

(dollars in millions)

   Company
Action

Level
     Authorized
Control

Level
     RBC  Ratio
Industry
Scale
    RBC Ratio
Regulatory
Scale
 

The Hanover Insurance Company

   $ 583.6       $ 291.8         261     523

 

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Lloyd’s Capital Requirement

Chaucer corporate members operate in the Lloyd’s market, which requires that these members deposit funds, referred to as “Funds at Lloyd’s”, to support their underwriting interests. Lloyd’s sets required capital annually for all participating syndicates based on each syndicates’ business plans, the rating and reserving environment, and discussions with regulatory and rating agencies. Although the minimum capital levels are set by Lloyd’s, it is the responsibility of Chaucer to continually monitor the risk profiles of its managed syndicates to ensure that the level of funding remains appropriate. Such capital is comprised of cash and cash equivalents, investments, undrawn letters of credit provided by various banks and other assets.

At September 30, 2011, the required capital supporting our Lloyd’s business totaled £418.1 million. Funds held at Lloyd’s to satisfy this capital requirement consisted of:

 

(in millions)

      

Letters of credit

   £ 90.0   

Reinsurance agreement

     48.2   

Fixed maturities, at fair value

     251.5   

Cash and cash equivalents

     63.6   
  

 

 

 

Total securities, assets and letters of credit pledged to Lloyd’s

   £ 453.3   
  

 

 

 

Liquidity and Capital Resources

Liquidity is a measure of our ability to generate sufficient cash flows to meet the cash requirements of business operations. As a holding company, our primary ongoing source of cash is dividends from our insurance subsidiaries. However, dividend payments to us by our U.S. insurance subsidiaries are subject to limitations imposed by regulators, such as prior notice periods and the requirement that dividends in excess of a specified percentage of statutory surplus or prior year’s statutory earnings receive prior approval (so called “extraordinary dividends”). On April 15, 2011, a $99 million ordinary dividend was paid to the holding company by Hanover Insurance. This dividend was used to help fund the acquisition of Chaucer.

Dividend payments to us by our Chaucer business are regulated by the U.K. law and the U.K.’s Financial Services Authority (“FSA”). Dividends from Chaucer are dependent on dividends from its subsidiaries. Annual dividend payments from Chaucer are limited to retained earnings that are not restricted by capital and other requirements for business at Lloyd’s. Also, Chaucer must provide advance notice to the FSA of certain proposed dividends or other payments from FSA regulated entities. There are currently no plans to repatriate dividends to our holding company from Chaucer.

Sources of cash for our insurance subsidiaries primarily consist of premiums collected, investment income and maturing investments. Primary cash outflows are paid claims, losses and loss adjustment expenses, policy acquisition expenses, other underwriting expenses and investment purchases. Cash outflows related to losses and loss adjustment expenses can be variable because of uncertainties surrounding settlement dates for liabilities for unpaid losses and because of the potential for large losses either individually or in the aggregate. We periodically adjust our investment policy to respond to changes in short-term and long-term cash requirements.

Net cash provided by operating activities was $286.3 million during the first nine months of 2011, as compared to net cash used in operation activities of $15.0 million during the first nine months of 2010. The $301.3 million change primarily resulted from the absence in 2011 of a $100.0 million contribution made to our qualified defined benefit pension plan in 2010, and increased premium collections in the first nine months of 2011, primarily associated with OneBeacon business written in 2010 and with our Chaucer business.

Net cash provided by investing activities was $231.2 million during the first nine months of 2011, as compared to net cash used in investing activities of $53.4 million during the first nine months of 2010. In 2011, cash provided by investing activities primarily resulted from $734.7 million of cash and cash equivalents acquired from Chaucer. These increases were offset by cash paid for the Chaucer acquisition totaling $466.3 million, which included an $11.3 million payment related to a foreign exchange forward contract. During 2010, cash used was primarily related to our net purchases of equities.

Net cash provided by financing activities was $140.8 million during the first nine months of 2011, as compared to net cash provided by financing activities of $24.7 million during the first nine months of 2010. During 2011, cash provided by financing activities primarily resulted from the issuance, on June 17, 2011, of $300.0 million of unsecured senior debentures. Cash received from the issuance of debt was partially offset by the repurchase of $86.8 million of debt, the payment of dividends to our shareholders, repayments of collateral related to our securities lending program, and repurchases of common stock. During 2010, cash provided by financing activities was primarily due to proceeds from the issuance, on February 23, 2010, of unsecured senior debentures. This was largely offset by repurchases of common stock, payments of dividends to our shareholders, and repayments of collateral related to our securities lending program.

 

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On June 17, 2011, the Company issued $300 million aggregate principal amount of 6.375% senior unsecured notes due June 15, 2021. The senior debentures are subject to certain restrictive covenants, including limitations on the issuance or disposition of capital stock of restricted subsidiaries. These debentures pay interest semi – annually. At September 30, 2011, the Company was in compliance with the covenants associated with this indenture.

In April 2011, the Company entered into a bridge credit agreement for borrowings in an aggregate principal amount of up to $180 million to be used solely in connection with the acquisition of Chaucer. This bridge agreement terminated upon the issuance, on June 17, 2011, of the aforementioned $300 million aggregate principal amount of 6.375% senior unsecured notes.

At September 30, 2011, THG, as a holding company, held $238.0 million of fixed maturities and cash. We believe the holding company assets are sufficient to meet additional obligations of the holding company during the remainder of 2011, which consists primarily of the interest on our senior debentures, our dividends to shareholders (as and to the extent declared), additional funds relating to the purchase of Chaucer, certain costs associated with benefits due to our former life employees and agents, and to the extent required, payments related to indemnification of liabilities associated with the sale of various subsidiaries. We do not expect that it will be necessary to dividend additional funds from our insurance subsidiaries in order to fund 2011 holding company obligations; however, we may decide to do so.

Dividends to common shareholders are subject to quarterly board approval and declaration. During the first nine months of 2011, we paid three quarterly dividends, as declared by the Board, each of $0.275 per share to our shareholders, totaling $37.5 million. We believe that our holding company assets are sufficient to provide for future shareholder dividends should the Board of Directors declare them.

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements relating to current operations, including the funding of our qualified defined benefit pension plan and Chaucer pension scheme. Based upon the current estimate of liabilities and certain assumptions regarding investment returns and other factors, our qualified defined benefit pension plan is essentially fully funded as of September 30, 2011. As a result, we currently expect that significant cash contributions will not be required for this plan for several years. The Chaucer pension scheme is approximately $17 million underfunded as of September 30, 2011. The ultimate payment amounts for both the defined benefit plan and the Chaucer pension scheme are based on several assumptions, including but not limited to, the rate of return on plan assets, the discount rate for benefit obligations, mortality experience, interest crediting rates and the ultimate valuation and determination of benefit obligations. Since differences between actual plan experience and our assumptions are likely, changes to our funding obligations in future periods are possible.

Our insurance subsidiaries maintain a high degree of liquidity within their respective investment portfolios in fixed maturity and short-term investments. We believe that the quality of the assets we hold will allow us to realize the long-term economic value of our portfolio, including securities that are currently in an unrealized loss position. We do not anticipate the need to sell these securities to meet our insurance subsidiaries’ cash requirements. We expect our insurance subsidiaries to generate sufficient operating cash to meet all short-term and long-term cash requirements. However, there can be no assurance that unforeseen business needs or other items will not occur causing us to have to sell those securities in a loss position before their values fully recover, thereby causing us to recognize impairment charges in that time period.

Since October 2007 and through December 2010, our Board of Directors has authorized aggregate repurchases of our common stock of up to $500 million. Our repurchases may be executed using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. We are not required to purchase any specific number of shares or to make purchases by any certain date under this program. On March 30, 2010, we entered into an accelerated share repurchase agreement and utilized a portion of our existing share repurchase authorization for the immediate repurchase of 2.3 million of our common stock at a cost of $105.0 million. During the first nine months of 2011, we repurchased 0.6 million shares of our common stock through open market purchases at a cost of $20.0 million.

Additionally, from time to time, we may also repurchase debt. In 2011, we repurchased, in several transactions, $69.5 million of Series B 8.207% Subordinated Deferrable Interest Debentures (“Junior Debentures”) at a cost of $72.0 million, resulting in a net loss of $2.5 million. In addition, we repurchased $4.0 million of surplus notes outstanding related to AIX Holdings, Inc (“AIX”), $8.0 million of capital securities related to AIX and $3.0 million of capital securities related to Professionals Direct, Inc. We may decide to repurchase additional debt on an opportunistic basis.

On August 2, 2011, we entered into a $200.0 million committed syndicated credit agreement which expires in August 2015. Borrowings, if any, under this agreement are unsecured and incur interest at a rate per annum equal to, at our option, a designated base rate or the Euro dollar rate plus applicable margin. The agreement provides covenants, including but not limited to, maintaining a certain level of consolidated equity, consolidated leverage ratios, and an RBC ratio in our primary U.S. domiciled property and casualty companies of 175%. We had no borrowings under this agreement during 2011. At September 30, 2011, we were in compliance with these covenants.

 

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In 2010, Chaucer entered into a £90.0 million Standby Letter of Credit Facility (“Standby Facility”) that is used to provide regulatory capital supporting Chaucer’s underwriting through two managed syndicates. The Standby Facility expires on December 31, 2015. We pay an annual commitment fee of 1.14 percent. The Standby Facility contains restrictive financial covenants including, but not limited to, maintaining a minimum consolidated tangible net worth and a leverage ratio of less than or equal to 35 percent for Chaucer. We collateralized £10 million of the facility under the terms of the agreement. We were in compliance with the covenants at September  30, 2011.

Off-Balance Sheet Arrangements

We currently do not have any material off-balance sheet arrangements that are reasonably likely to have a material effect on our financial position, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources.

Contingencies and Regulatory Matters

Information regarding contingencies and regulatory matters appears in Part I – Note 13 “Commitments and Contingencies” of the Notes to Interim Consolidated Financial Statements.

Risks and Forward-Looking Statements

Information regarding risk factors and forward-looking information appears in Part II – Item 1A of this Quarterly Report on Form 10-Q and in Part I – Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010. This Management’s Discussion and Analysis should be read and interpreted in light of such factors.

 

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ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Our market risks, the ways we manage them, and sensitivity to changes in interest rates are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations as of December 31, 2010, included in our Annual Report on Form 10-K for the year ended December 31, 2010. There have been no material changes in the first nine months of 2011 to these risks or our management of them except for our exposure to changes in foreign currency rates as described below.

Foreign Currency Risk

Our Chaucer segment has exposure to foreign currency risk in both its insurance contracts and its invested assets. Some of its insurance contracts provide that ultimate losses may be payable in foreign currencies depending on the country of original loss. Foreign currency exchange rate risk exists to the extent that there is an increase in the exchange rate of the foreign currency in which losses are ultimately owed. Thus, our Chaucer segment attempts to manage its foreign currency risk by seeking to match its liabilities under insurance and reinsurance polices that are payable in foreign currencies with cash and investments that are denominated in such currencies. Due to the extended time frame for settling claims, fluctuation in currency exchange rates, and other factors, we expect from time to time to realize gains and or losses related to changes in the exchange rates.

Additionally, our Chaucer segment held foreign currency forward contracts utilized to mitigate changes in fair value caused by foreign currency fluctuation in converting the fair value of U.K. Pound Sterling and Euro denominated investment portfolios into their U.S. dollar denominated equivalent. These portfolios supported U.S. dollar denominated claim reserve liabilities. During the third quarter, we recognized a gain of $6.5 million related to these instruments. All Chaucer forward contracts were terminated in October 2011.

 

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ITEM 4

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures Evaluation

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Based on our controls evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) material information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the internal control over financial reporting, as required by Rule 13a-15(d) of the Exchange Act, to determine whether any changes occurred during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that there was no such changes during the quarter ended September 30, 2011, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On July 1, 2011, the Company closed on the acquisition of Chaucer Holdings PLC (“Chaucer”) for approximately $480 million, which represented approximately 5% of our total assets at the date of acquisition. We expect to first include Chaucer in our annual assessment for the year ended December 31, 2012, as permitted for recently acquired businesses.

 

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PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

Reference is made to “Commitments and Contingencies – Legal Proceedings” in Note 13 of the Notes to Interim Consolidated Financial Statements.

ITEM 1A –RISK FACTORS

This document contains, and management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements. When used in our Management’s Discussion and Analysis, the words: “believes”, “anticipates”, “expects”, “projections”, “outlook”, “should”, “could”, “plan”, “guidance”, “likely”, “on track to”, “targeted” and similar expressions are intended to identify forward-looking statements. We wish to caution readers that accuracy with respect to forward-looking projections is difficult and risks and uncertainties, in some cases, have affected and in the future could affect our actual results and could cause our actual results for the remainder of 2011 and beyond to differ materially from historical results and from those expressed in any of our forward-looking statements. We operate in a business environment that is continually changing, and as such, new risk factors may emerge over time. Additionally, our business is conducted in competitive markets and therefore involves a higher degree of risk. We cannot predict these new risk factors nor can we assess the impact, if any, that they may have on our business in the future. Some of the factors that could cause actual results to differ include, but are not limited to, the following:

 

   

changes in the demand for our products;

 

   

risks and uncertainties with respect to our ability to retain profitable policies in force and attract profitable policies;

 

   

changes in our estimates of loss and loss adjustment expense reserves, resulting in adverse loss development;

 

   

changes in frequency and loss trends;

 

   

changes in regulation and economic conditions, particularly with respect to regions where we have geographical concentrations;

 

   

volatile and unpredictable developments, including severe weather and other natural physical events, catastrophes and terrorist actions;

 

   

risks and uncertainties with respect to our ability to collect all amounts due from reinsurers and to maintain current levels of reinsurance in the future at commercially reasonable rates, or at all;

 

   

heightened volatility, fluctuations in interest rates, inflationary pressures, default rates and other factors that affect investment returns from our investment portfolio;

 

   

risks and uncertainties associated with our participation in shared market mechanisms, mandatory reinsurance programs and mandatory and voluntary pooling arrangements;

 

   

an increase in mandatory assessments by state guaranty funds;

 

   

actions by our competitors, many of which are larger or have greater financial resources than we do;

 

   

loss or retirement of key employees;

 

   

operating difficulties and other unintended consequences from acquisitions and integration of acquired businesses, the introduction of new products and related technology changes and new operating models;

 

   

changes in our claims-paying and financial strength ratings;

 

   

negative changes in our level of statutory surplus;

 

   

risks and uncertainties with respect to our growth strategies;

 

   

our ability to declare and pay dividends;

 

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changes in accounting principles and related financial reporting requirements;

 

   

errors or omissions in connection with the administration of any of our products;

 

   

risks and uncertainties with technology, data security and/or outsourcing relationships may negatively impact our ability to conduct business;

 

   

unfavorable judicial or legislative developments; and

 

   

other factors described in such forward-looking statements.

In addition, historical and future reported financial results include estimates with respect to premiums written and earned, reinsurance recoverables, loss and loss adjustment reserves and development, fair values of certain investments, other assets and liabilities, tax, contingent and other liabilities, and other items. These estimates are subject to change as more information becomes available.

For a more detailed discussion of our risks and uncertainties, see also Item 1A – Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2010. The factors listed below represent risks that have changed since our Annual Report on Form 10-K for the year ended December 31, 2010.

Our Acquisition of Chaucer involves a number of integration risks. These risks could cause a material adverse effect on our business, financial position and results of operations and could cause the market value of our stock to decline.

On July 1, 2011, we completed the acquisition of Chaucer Holdings PLC (“Chaucer” and such acquisition, the “Acquisition”). If we are unable to successfully integrate Chaucer into our business, we could be impeded from realizing all of the benefits of the Acquisition. The integration process could disrupt our business and a failure to successfully integrate the two businesses could have a material adverse effect on our business, financial condition and results of operations. In addition, the integration of two formally unaffiliated companies could result in unanticipated problems, expenses, liabilities, competitive responses, loss of agent relationships, and diversion of management’s attention and may cause our stock price to decline. The difficulties of integrating an acquisition and risks to Chaucer’s business include, among others:

 

   

unanticipated issues in integrating information, communications and other systems;

 

   

unanticipated incompatibility of logistics, marketing and administration methods;

 

   

maintaining employee morale and retaining key employees;

 

   

integrating the business cultures of both companies;

 

   

preserving important strategic, reinsurance and other relationships;

 

   

integrating legal and financial controls in multiple jurisdictions;

 

   

consolidating corporate and administrative infrastructures and eliminating duplicative operations;

 

   

the diversion of management’s attention from ongoing business concerns;

 

   

integrating geographically separate organizations;

 

   

significant transaction costs, including the effect of exchange rate fluctuations;

 

   

risks and uncertainties in our ability to increase the investment yield on the Chaucer investment portfolio;

 

   

risks uncertainties in our ability to decrease leverage as a result of adding future earnings to our capital base;

 

   

risks and uncertainties regarding the volatility of underwriting results in a combined entity;

 

   

an ability to more efficiently manage capital;

 

   

tax issues, such as tax law changes and variations in tax laws as compared to the United States, or change in estimate of the proportion of earnings ultimately subject to the higher U.S. tax rate ;

 

   

an ability to improve renewal rates and increase new property and casualty policy counts;

 

   

an ability to increase or maintain certain property and casualty insurance rates (including with respect to catastrophe-exposed property, marine, and U.K. motor business);

 

   

heightened competition (including rate pressure);

 

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complying with laws, rules and regulations in multiple jurisdictions, including new and multiple employment regulations, regulations relating to the conduct of business activities such as the U.K. Bribery Act, sanctions imposed by the U.S. or U.K. on doing business with certain foreign countries or other persons, privacy, information security, and environmental-related laws; and

 

   

the impact of new product or line of business introductions, such as the international liability division and our ability to meet projected return on capital targets.

In addition, even if our businesses are integrated successfully, we may not realize the full benefits of the Acquisition, including the synergies, cost savings or underwriting or growth opportunities that we expect. It is possible that these benefits may not be achieved within the anticipated time frame, or at all.

We could face new and additional risks in connection with the acquired business of Chaucer which could cause a material adverse effect on our business, financial position and results of operations

We could be exposed to new and additional risks associated with the business and operations of Chaucer which could cause a material adverse effect on our business, financial position and results of operations. The additional risks to which we may be exposed include, but are not limited to, the following:

 

   

an expansion of risks to which we are already subject as an insurance company, such as risk of adverse loss development, litigation, investment risks and the possibility of significant catastrophe losses (as a result of natural disasters, nuclear accidents, severe weather and terrorism) occurring in the countries in which Chaucer operates, and others;

 

   

the uncertainties in estimating man-made and natural catastrophe losses (including with respect to recent catastrophe losses in Denmark, Thailand, Australia, Chile, New Zealand and Japan which have affected Chaucer, and winter and Hurricane Irene storm-related losses which have affected Chaucer and our U.S. domestic operations);

 

   

risks relating to the application and interpretation of insurance and reinsurance contracts, particularly with respect to a complex international event such as those relating to the Fukushima Dai-ichi nuclear power complex in Japan and its impact on Lloyd’s Syndicate 1176, in which Chaucer has a 55% interest;

 

   

adverse and evolving state, federal and, with respect to Chaucer or the proposed combined companies, foreign legislation or regulation;

 

   

the inability to obtain sufficient capital, including through letters of credit or quota-share or other reinsurance agreements, to grow or support Chaucer’s existing businesses;

 

   

Chaucer’s exposure to currency risks and fluctuations, since a significant proportion of Chaucer’s business, is conducted in various currencies and in several countries outside the United States;

 

   

unexpected or overlapping concentrations of risk where one event or series of events can affect many insured parties;

 

   

uncertainties in estimating of Chaucer’s current single occupational pension scheme deficit; and

 

   

risks and uncertainties relating to changes to European and U.K. law and regulation, which include: (a) a new composite European Union directive (known as Solvency II) covering the prudential supervision of all insurance and reinsurance companies that is being developed to replace the existing life, non-life insurance and reinsurance directives that govern the insurance business in the U.K. (among various other obligations, Solvency II will impose new capital requirements on Chaucer); and (b) changes to the regulatory framework in the U.K. with the introduction of two new regulatory authorities to replace the Financial Services Authority.

Additionally, as a specialist in Lloyd’s insurance group, Chaucer is subject to a number of specific risk factors and uncertainties, including without limitation: its reliance on insurance and reinsurance brokers and distribution channels to distribute and market its products; its obligations to maintain funds at Lloyd’s to support its underwriting activities; its risk-based capital requirement being assessed periodically by Lloyd’s and being subject to variation; its reliance on ongoing approvals from Lloyd’s, the Financial Services Authority and other regulators to conduct its business, including a requirement that its Annual Business Plan be approved by Lloyd’s before the start of underwriting for each account year; the limitations and approval requirements that certain of Chaucer’s regulated subsidiaries face from the Financial Services Authority with respect to payment of dividends, return of capital and becoming a borrower, guarantor or provider of security interest on any financial obligations; its obligations to contribute to the Lloyd’s New Central Fund and pay levies to Lloyd’s; its ongoing ability to benefit from the overall Lloyd’s credit rating; its ongoing ability to utilize Lloyd’s trading licenses in order to underwrite business outside the United Kingdom; its ongoing exposure to levies and charges in order to underwrite at Lloyd’s; and the requirement to maintain deposits in the United States for U.S. site risks it underwrites.

Whenever a member of Lloyd’s is unable to pay its debts to policyholders, such debts may be payable by the Lloyd’s Central Fund. If Lloyd’s determines that the Central Fund needs to be increased, it has the power to assess premium levies on current Lloyd’s members

 

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up to 3% of a member’s underwriting capacity in any one year. We do not believe that any assessment is likely in the foreseeable future and have not provided allowance for such an assessment. However, based on our 2011 estimated underwriting capacity at Lloyd’s of £707.2 million, the September 30, 2011 exchange rate of 1.56 dollars per GBP and assuming the maximum 3% assessment, we could be assessed up to approximately $33.1 million.

We cannot assure you that we will be able to adequately address these additional risks. If we are unable to do so, our operations might suffer.

As one of our consolidated companies, Chaucer and its subsidiaries will be subject to Sarbanes-Oxley and rules and regulations of the SEC and PCAOB.

Chaucer and its subsidiaries have become subsidiaries of our consolidated company, and for the year ended December 31, 2012 will be included in our annual assessment of internal control over financial reporting as required under the Sarbanes-Oxley Act of 2002 and the rules and regulations subsequently implemented by the Securities and Exchange Commission and the Public Company Accounting Oversight Board. We will need to ensure that Chaucer establishes and maintains effective disclosure controls, as well as internal controls and procedures for financial reporting.

 

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ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Shares purchased in the third quarter of 2011 are as follows:

 

Period

   Total Number of
Shares
Purchased
     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
 

July 1 - 31, 2011 (1)

     653       $ 36.81         —         $ 157,000,000   

August 1 - 31, 2011(2)

     91,935         35.46         90,000         153,800,000   

September 1-30, 2011 (3)

     484,405         34.74         484,139         137,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     576,993       $ 34.86         574,139       $ 137,000,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) The total number of shares purchased reflects shares withheld to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the vesting of restricted stock units.
(2) Includes 1,935 shares withheld to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the vesting of restricted stock units.
(3) Includes 266 shares withheld to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the vesting of restricted stock units.

 

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ITEM 6 – EXHIBITS

 

 EX –   10.1    Robert Stuchbery Retention Agreement Dated August 23, 2011.
 EX –   10.2    Form of Non-Qualified Stock Option Agreement under the 2006 Long Term Incentive Plan.
 EX –   10.3    Amendment to Outstanding Stock Options Issued under the Registrant’s 2006 Long-Term Incentive Plan and Amended Long-Term Stock Incentive Plan.
 EX –   10.4    Chaucer Annual Bonus Scheme.
 EX –   10.5    Rules of the Chaucer 2011 Long-Term Incentive Plan.
 EX –   10.6    Trust Deed and Rules of The Chaucer Share Incentive Plan.
 EX –   31.1    Certification of the Chief Executive Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
 EX –   31.2    Certification of the Chief Financial Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
 EX –   32.1    Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
 EX –   32.2    Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
 EX –  101    The following materials from The Hanover Insurance Group, Inc.’s Quarterly Report on Form 10-Q for the three months ended September 30, 2011 formatted in eXtensible Business Reporting Language (“XBRL”): (i) Consolidated Statements of Income for the three months and nine months ended September 30, 2011 and 2010; (ii) Consolidated Balance Sheets at September 30, 2011 and December 31, 2010; (iii) Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2011 and 2010; (iv) Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2011 and 2010; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010, and (vi) related notes to these consolidated financial statements.

 

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SIGNATURES

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 thereunto duly authorized.

 

    The Hanover Insurance Group, Inc
    Registrant
November 8, 2011    

/s/ Frederick H. Eppinger, Jr.

Date     Frederick H. Eppinger, Jr.
    President, Chief Executive Officer
    and Director
November 8, 2011    

/s/ David B. Greenfield

Date     David B. Greenfield
    Executive Vice President,
    Chief Financial Officer and
    Principal Accounting Officer

 

64

EXHIBIT 10.1

 

LOGO    LOGO

23 August 2011

Robert Stuchbery

President & CEO

Chaucer Holdings plc

Dear Bob:

As we begin our journey together, we want to thank you for the contributions you have made to Chaucer and acknowledge the critical role you play in driving our success in the future. In recognition of your importance, and our desire to retain your services and in consideration of your commitment to continue in the medium term as CEO of Chaucer Holdings plc, we agree to the following:

 

1. (a)  Retention Award. Subject to the terms and conditions set forth below, you have been granted a £1,400,000 (gross, subject to deduction of taxes and other statutory deductions) retention award (the “ Award ”). The Award will be payable to you by Chaucer in cash, and, provided you remain continuously employed with The Hanover Insurance Group, Inc. (“ THG ”) or one of its subsidiaries or affiliates (including, but not limited to, Chaucer Holdings plc or Chaucer Syndicates Limited) (THG and its subsidiaries and affiliates hereinafter referred to as the “ Company ”) through the specified vesting dates, will vest as to 50% (£700,000) on 4 July 2013 (the “ Two Year Vesting Date ”), and as to the remaining 50% balance (£700,000) on 4 July 2014 (the “ Three Year Vesting Date ,” together with the Two-Year Vesting Date, the “ Vesting Dates ”). Except as otherwise set forth below in subsection 1(d), amounts payable shall be paid to you by Chaucer on the first payroll date following the applicable Vesting Date.

The Company may, in its absolute and sole discretion, elect to accelerate either or both of the Vesting Dates of the Award as it deems appropriate.

(b) Except as expressly set forth in subsection 1(c), if your employment with the Company terminates for any reason prior to the applicable Vesting Date or, on that applicable Vesting Date, you are under notice of termination of employment (whether given by you or the Company), any non-vested portion of the Award shall be automatically cancelled and forfeited in its entirety and all liabilities of the Company hereunder shall cease and determine and you shall not have any claims against the Company in respect of such payments.

(c) Subject to subsection 1(d), if, prior to the applicable Vesting Date, your employment with the Company is terminated or you are under notice of termination (other than (i) by reason of the Company terminating your employment on grounds relating to your gross misconduct or under circumstances whereby, pursuant to the terms of the service agreement entered into between you and Chaucer Holdings plc dated 20 January 2010, as amended from time to time (the “ Service Agreement ”), you could be summarily dismissed by the Company without notice, or (ii) by reason of your resignation (save where you terminate your employment in response to a repudiatory breach of the Service Agreement by the Company)) you will still be entitled to receive any non-vested portion of the Award.

(d) Any entitlement under subsection 1(c) (except in the event of your death or in the event that the termination of your employment is a result of a genuine and material breach by the Company of the terms of the Service Agreement) will be contingent upon the execution by you of a compromise agreement which complies with the conditions regulating compromise agreements contained in section 203(3) of the Employment Rights Act 1996 on terms and conditions which are standard and customary in agreements of this nature for an employee of your seniority and satisfactory to the Company (at all times acting reasonably and in good faith in all respects), which will include, but not be limited to, a general release of all claims in favour of the Company and its affiliates, post-termination of employment restrictive covenants (which, for the avoidance of doubt, will be the same as, or no more onerous in effect than the restrictive covenants set out in clause 17 of your Service Agreement, except in respect of clause 17.4.1 of the Service Agreement which it is agreed shall be deleted in its entirety), confidentiality and non-disparagement provisions, along with other terms and conditions which are reasonable and satisfactory to the Company (at all times acting reasonably and in good faith in all respects) and


which are standard and customary in agreements of this nature for an employee of your seniority. All payments under subsection 1(c) shall be made by Chaucer within thirty days after the applicable termination date, and where applicable, execution by you of the compromise agreement required by this subsection 1(d).

 

2. Prorated Annual Bonus Payment. Notwithstanding clauses 5.4 and 14.2 of your Service Agreement, if, prior to 4 July 2014, your employment with the Company is terminated (other than (i) by reason of the Company terminating your employment on grounds relating to your gross misconduct or under circumstances whereby, pursuant to the terms of the Service Agreement, you could be summarily dismissed by the Company without notice or (ii) by reason of your resignation (save where you terminate your employment in response to a repudiatory breach of the Service Agreement by the Company)), you shall be entitled to a prorated payment of your non-contractual discretionary bonus award, if any, under the Chaucer Annual Bonus Scheme (as defined in clause 5.1 of your Service Agreement) and as such scheme is in effect immediately prior to your termination (the “ Prorated AnnuaI Bonus Payment ”). The Prorated Annual Bonus Payment shall equal 50 per cent, of your target award under such scheme multiplied by a fraction (never to exceed 1) the numerator of which is your number of days of active employment (i.e. not suspended in circumstances where it is lawful and reasonable for the Company to suspend you pursuant to clause 15.3 of your Service Agreement or on garden leave following the provision of notice of termination by either party or otherwise under notice of termination) with the Company from the commencement of applicable performance period until your termination date, and the denominator of which is the number of days in the performance period.

 

3. Except to the extent set forth in this letter, nothing herein shall alter or modify the terms of your employment with the Company or entitle you on its termination to any additional rights against the Company or its affiliates. For the purposes of calculation and payment of any non-vested portion of the Award as provided for in this letter, your employment shall be deemed to terminate on the date on which notice of termination is given under your contract of employment by either party and not on the date of expiry of the applicable notice period. This shall not alter or modify any contractual entitlement you might have to notice of termination or a payment in lieu of notice or to any contractual benefits you are entitled to receive during any period of notice according to your Service Agreement.

Chaucer will deduct income tax under PAYE and any National Insurance contributions (and all and any other deductions required by law) from any retention award payable to you.

Any retention award payable to you will not be taken into account for the purpose of calculating pension contributions.

Except as provided for in this letter, all other terms and conditions of the Service Agreement and duties owed by you will continue in full force and effect.

The letter shall be governed by and interpreted in accordance with the laws of England. The parties to this letter hereby submit to the jurisdiction of the courts of England and Wales.

We are excited about the future and look forward to working with you to deliver success in the coming years.

Sincerely,

 

/s/    Bryan D. Allen     Chaucer Syndicates Limited
Senior Vice President and Chief HR Officer  
The Hanover Insurance Group, Inc.     /s/    Robert V. Deutsch
    Robert V. Deutsch
Agreed to and acknowledged:     Chairman
   
/s/    Robert Stuchbery    
Robert Stuchbery    

Exhibit 10.2

 

 

THE HANOVER INSURANCE GROUP, INC.

2006 LONG-TERM INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

 

This Non-Qualified Stock Option Agreement (the “ Agreement ”) is effective as of <GRANT DATE> (the “ Grant Date ”), by and between The Hanover Insurance Group, Inc., a Delaware corporation (the “ Company ”), and <PARTICIPANT NAME> (the “ Participant ” or “ you ”). Capitalized terms used without definition herein shall have the meanings set forth in The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan (the “ Plan ”).

PREAMBLE

WHEREAS, the Company considers it desirable and in the best interests of the Company that the Participant be given an opportunity to acquire a proprietary interest in the Company in the form of options to purchase shares of Stock.

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Grant of Option. The Administrator hereby grants to the Participant a non-statutory stock option (the “ Stock Option ”) to purchase <NUMBER OF OPTIONS> shares of Stock (the “ Shares ”), for a price of <GRANT PRICE> per share (the “ Option Price ”), which is not less than the per-Share fair market value on the Grant Date. The Stock Option is intended to be, and is hereby designated, a non-statutory option that does not qualify as an incentive stock option as defined in Section 422 of the Internal Revenue Code.

 

2. Expiration of Option . The Stock Option shall automatically terminate and cease being exercisable on the tenth anniversary of the Grant Date (the “ Expiration Date ”).

 

3. Vesting . Subject to the terms of this Agreement and the Plan, and provided Participant remains continuously an Employee of the Company or one of its subsidiaries or affiliates (the Company and its subsidiaries and affiliates hereinafter referred to as “ THG”) through the applicable vesting date, the Stock Option shall vest and become exercisable in the following cumulative installments:

 

   

As to one half (50%) of the total number of Shares, on or after the third anniversary of the Grant Date; and

 

   

As to the remaining one half (50%) of the total number of Shares, on or after the fourth anniversary of the Grant Date.

 

4. Termination of Employment and Other Events .

(a) Termination for Cause . If Participant’s Employment with THG is terminated for Cause, effective immediately prior to such termination, the Stock Option, whether or not vested, shall be automatically cancelled and forfeited and be returned to the Company for no consideration.

(b) Voluntary Termination . If Participant voluntarily terminates his/her Employment with THG, effective immediately prior to such termination, any portion of the Stock Option not then vested shall be automatically cancelled and forfeited and be returned to the Company for no consideration, and such portion of the Stock Option that is then vested shall remain exercisable until the earlier of (i) 60 days following the date of termination, or (ii) the Expiration Date.

(c) Disability . Subject to the remainder of this Section 4(c), if Participant is placed in a long term disability status (as such term is defined in the Company’s Long-Term Disability Program, as in effect at such time) (“ LTD Status ”), for so long as Participant remains in LTD Status, the Stock Option shall continue to vest in accordance with this Agreement, and to the extent vested shall


remain exercisable, until the earlier of (i) the first anniversary of the date the Participant was placed in LTD Status, or (ii) the Expiration Date (the “ LTD Extension Period ”). At the expiration of the LTD Extension Period, the Stock Option, whether or not vested, shall be automatically cancelled and forfeited and be returned to the Company for no consideration.

If, prior to the first anniversary of the date Participant was placed in LTD Status, Participant is removed from LTD Status and immediately thereafter returns to active Employment with THG, Participant shall be treated (for the purposes of this Agreement) as if he/she were never placed in LTD Status and remained an active Employee of THG, shall be given credit toward vesting pursuant to Section 3 for the period Participant was in LTD Status, and this Agreement shall remain in full force and effect in accordance with its terms.

(d) Death. If Participant dies, effective immediately prior to death, any portion of the Stock Option not then vested shall be automatically cancelled and forfeited and be returned to the Company for no consideration, and such portion of the Stock Option that is then vested shall remain exercisable until the earlier of (i) one (1) year following the date of death, or (ii) the Expiration Date.

(e) Retirement . If Participant Retires, effective immediately prior to the effective date of Participant’s Retirement, any portion of the Stock Option not then vested shall be automatically cancelled and forfeited and be returned to the Company for no consideration, and such portion of the Stock Option that is then vested shall remain exercisable until the earlier of (i) three (3) years following the effective date of the Participant’s Retirement, or (ii) the Expiration Date.

For the purpose of this Agreement, a Participant shall be deemed to “ Retire ” if (i) his/her Employment with THG terminates (other than for Cause), (ii) he or she is 65 years of age or older, as of such termination date, and (iii) immediately prior to such termination, Participant has been continuously Employed by THG for 10 or more years.

(f) Covered Transaction/Change in Control . In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Stock Options shall be fully governed by the applicable provisions of Section 7(a) of the Plan. Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply:

(i) Except as provided below in Section 4(f)(ii), in the event of a Change in Control the Participant shall automatically vest in 100% of the Stock Options.

(ii) Notwithstanding Section 4(f)(i), no acceleration of vesting shall occur with respect to the Stock Options if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “ Alternative Award ”), by Participant’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that any such Alternative Award must:

(A) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;

(B) provide such Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Award, including, but not limited to, an identical or better vesting schedule;

(C) have substantially equivalent economic value to this Award (determined at the time of the Change in Control); and

 

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(D) have terms and conditions which provide that in the event that the Participant’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below) prior to the second anniversary of the Change in Control, the Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse.

For this purpose, “Good Reason” shall mean the occurrence of one or more of the events listed below following a Change in Control:

(X) to the extent you are a “Participant” (as that term is defined in the CIC Plan) in the Company’s Amended and Restated Employment Continuity Plan or its successor plan (the “CIC Plan”), the occurrence of any of the events enumerated under the definition of “Good Reason” applicable to Participant’s “Tier” Level as set forth in CIC Plan; or

(Y) to the extent you are not a “Participant” in the CIC Plan, the occurrence of any of the following (A) a reduction in your rate of annual base salary as in effect immediately prior to such Change in Control; (B) a reduction in your annual short-term incentive compensation plan target award (but excluding the conversion of any cash incentive arrangement into an equity incentive arrangement of commensurate value or vice versa) from that which was in effect immediately prior to such Change in Control; or (C) any requirement that you relocate to an office more than 35 miles from the facility where you were located immediately prior to the Change in Control.

(iii) In the event Participant believes a “Good Reason” event has been triggered, the Participant must give the Company written notice within 30 days of the occurrence of such triggering event and a proposed termination date which shall not be sooner than 60 days nor longer than 90 days after the date of such notice. Such notice shall specify the Participant’s basis for determining that “Good Reason” has been triggered. The Company shall have the right to cure a purported “Good Reason” within 30 days of receipt of said notice.

(iv) Notwithstanding Sections 4(f)(i) and 4(f)(ii) above, the Administrator may elect, in its sole discretion, exercised prior to the effective date of the Change in Control, to accelerate all, or a greater percentage of the Stock Options, than is otherwise required pursuant to the terms of this Section 4.

(v) Upon vesting pursuant to Section 4(f)(i) or upon under termination as provided herein, any remaining unvested Stock Options, if any, shall be automatically cancelled and forfeited and returned to the Company for no consideration.

(g) Involuntary Termination . If Participant’s Employment with THG is terminated (other than as a result of the events set forth above in this Section 4), effective immediately prior to such termination, any portion of the Stock Option not then vested shall be automatically cancelled and forfeited and be returned to the Company for no consideration, and such portion of the Stock Option that is then vested shall remain exercisable until the earlier of (i) 60 days following the date of termination, or (ii) the Expiration Date.

 

5. Notice of Exercise and Payment for Shares . This Stock Option may be exercised by the Participant or, if appropriate, the Participant’s legal representative, by giving written notice to the Administrator stating the number of Shares to be purchased. Such notice must be accompanied by payment in full of the Option Price for the Shares to be purchased.

 

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Notices hereunder shall be in writing and, if to the Company, shall be delivered personally to the Human Resources Department or such other party as designated by the Company or mailed to its principal office and, if to the Participant, shall be delivered personally or mailed to the Participant at his or her address on the records of the Company.

Payment may be made in (i) shares of Stock (including through a “net exercise” (as set forth in subsection (ii))), (ii) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock that would otherwise be issued upon exercise of the Stock Option by a number of whole shares having a fair market value equal to the aggregate Option Price of the Stock Option, (iii) cash or a combination of shares of Stock and cash for the number of Shares specified, or (iv) through a broker-assisted exercise program acceptable to the Administrator.

To the extent that the Option Price of this Stock Option is less than the fair market value of a share of Stock by $0.50 or more on the date described below (determined by using the closing price of a share of Stock on such date, or if the Stock is not traded on such date, the most recent date on which such common stock was traded), this Stock Option, to the extent then outstanding and vested, will be automatically exercised, without any action required on behalf of Participant, by a “net exercise” as described in clause (ii) of the paragraph above, on (x) the Expiration Date, if Participant has remained continuously Employed by THG from the Grant Date through the Expiration Date, or (y) on the last day of the post-termination exercise period of this Stock Option as set forth in Section 4 above, in the case the Employment of the Participant (i) was involuntarily terminated by the Company for reasons other than for Cause; (ii) was terminated by reason of death, Disability or Retirement, or (iii) voluntarily terminated by the Participant.

 

6. Delivery of Shares . Upon receipt of notice and payment, the Company shall make delivery of such Shares within a reasonable period, but in no event later than 30 days.

 

7. Non-Hire/Solicitation/Confidentiality . As a condition of Participant’s eligibility to receive this Stock Option and regardless of whether such Stock Options vest or are exercised, Participant agrees that he or she will (i) not, directly or indirectly, during the term of Participant’s employment with THG, and for a period of one year thereafter, hire, solicit, entice away or in any way interfere with THG’s relationship with, any of its officers or employees, or in any way attempt to do so or participate with, assist or encourage a third party to do so, and (ii) neither disclose any of THG’s confidential and proprietary information to any third party, nor use such information for any purpose other than for the benefit of THG and in accordance with THG policy. The terms of this Section 7 shall survive the expiration or earlier termination of this Agreement.

 

8. Specific Performance/Damages .

(a) The Participant hereby acknowledges and agrees that in the event of any breach of Section 7 of this Agreement, the Company would be irreparably harmed and could not be made whole by monetary damages. The Participant accordingly agrees to waive the defense in any action for injunctive relief or specific performance that a remedy at law would be adequate and that the Company, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to an injunction or to compel specific performance of Section 7.

(b) In addition to any other remedy to which the Company may be entitled at law or in equity (including the remedy provided in the preceding paragraph), the Participant hereby acknowledges and agrees that in the event of any breach of Section 7 of this Agreement, Participant shall be required to refund to the Company the value received by Participant upon exercise of the Stock Options measured by the amount that the “Stock Value” exceeds the Option Price; provided, however, that the Company makes any such claim, in writing, against Participant alleging a violation of Section 7 not later than two years following your termination of employment with the Company. The Stock Value shall be the sale price of the Shares issued upon exercise of the Stock Option, if and to the extent such Shares were sold on the date of such exercise; otherwise, the Stock Value shall be the closing price of Shares as reported on the New York Stock Exchange (or such other exchange or facility as is determined by the Administrator if the Shares are not then traded on the New York Stock Exchange) on the date of the exercise of the Stock Option.

 

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9. Successors . The provisions of this Agreement will benefit and will be binding upon the permitted assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. However, the Stock Option is non-assignable, except as may be permitted by the Plan.

 

10. Interpretation . The terms of the Stock Option are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

 

11. Governing Law . This Stock Option shall be construed and applied (except as to matters governed by the Delaware General Corporation Law, as to which Delaware law shall apply) in accordance with the laws of the Commonwealth of Massachusetts.

 

12. Facsimile or Electronic Signature . The parties may execute this Agreement by means of a facsimile or electronic signature.

 

13. Entire Agreement; Counterparts . This Agreement and the Plan contains the entire understanding between the parties concerning the subject contained in this Agreement. Except for the Agreement and the Plan, there are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto, relating to the subject matter of this Agreement, that are not fully expressed herein. This Agreement may be signed in one or more counterparts, all of which shall be considered one and the same agreement.

 

14. Further Assurances . Each party to this Agreement agrees to perform all further acts and to execute and deliver all further documents as may be reasonably necessary to carry out the intent of this Agreement.

 

15. Severability . In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, will not be affected, and such unenforceable provisions shall be automatically replaced by a provision as similar in terms as may be valid and enforceable.

 

16. Construction . Whenever used in this Agreement, the singular number will include the plural, and the plural number will include the singular, and the masculine or neuter gender shall include the masculine, feminine, or neuter gender. The headings of the Sections of this Agreement have been inserted for purposes of convenience and shall not be used for interpretive purposes. The Administrator shall have full discretion to interpret and administer this Agreement. Any actions or decisions by the Administrator in connection with this Agreement shall be conclusive and binding upon the Participant.

 

17. No Effect on Employment . Nothing contained in this Agreement shall be construed to limit or restrict the right of THG to terminate the Participant’s employment at any time, with or without cause, or to increase or decrease the Participant’s compensation from the rate of compensation in existence at the time this Agreement is executed.

 

18. Taxes . If at the time Participant elects to exercise this Stock Option, the Company determines that under applicable law and regulations it could be liable for the withholding of any federal, state or local tax, Participant shall remit to the Company any amounts determined by the Company to be required to be withheld or the Company may, at its option, withhold a sufficient number of Shares to satisfy the minimum federal, state and local tax withholding due, if any, and remit the balance of the Shares to the Participant. If this Stock Option is automatically exercised as provided in the last paragraph of Section 5 above or if the Participant pays the Option Price through a “net exercise” of this Stock Option as provided by Section 5 above, the minimum federal, state and local tax withholding due in connection with the exercise of this Stock Option shall be satisfied by the Company withholding a sufficient number of Shares to satisfy with minimum federal, state and local tax withholding due.

 

- 5 -


The Company makes no representations to Participant with respect to the tax treatment of any amount paid or payable pursuant to this Award. While this Award is intended to be interpreted and operated to the extent possible so that any such amounts shall be exempt from the requirements of Section 409A of the Internal Revenue Code (“ Section 409A ”), in no event shall the Company be liable to Participant for or with respect to any taxes, penalties and/or interest which may be imposed upon any such amounts pursuant to Section 409A or any other federal or state tax law. To the extent that any such amount should be subject to Section 409A (or any other federal or state tax law), the Participant shall bear the entire risk of any such taxes, penalties and or interest.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the Grant Date.

 

THE HANOVER INSURANCE GROUP, INC.
By:  

 

Name:   Bryan D. Allen
Title:   Senior Vice President
  & Chief Human Resources Officer

 

<PARTICIPANT NAME>

 

- 6 -

Exhibit 10.3

At a Meeting of the Compensation Committee of the Board of Directors of The Hanover Insurance Group, Inc. (the “ Company ”) held on October 17, 2011, the Committee unilaterally amended all outstanding stock options issued pursuant to the Company’s Amended Long-Term Stock Incentive Plan (the “ 1996 Plan ”) and 2006 Long-Term Incentive Plan (the “ 2006 Plan ”, together with the 1996 Plan, the “ Plans ”). The text of resolution amending such options is as follows:

 

RESOLVED:    That the terms of all outstanding stock options issued pursuant to the Plans, be, and hereby are, amended, automatically and without the consent of the holders thereof, to provide that:
   1.    Each holder of a stock option granted under the Plans be, and hereby is, at his or her discretion, permitted to satisfy the (i) exercise price of such stock option, and (ii) minimum statutory tax withholding obligations arising in connection with the exercise of such option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Company common stock that would otherwise be issued upon exercise of such stock option by a number of whole shares having a fair market value equal to the sum of the aggregate exercise price of such option plus the minimum tax withholdings required by applicable law; it being understood that shares of Company common stock so withheld to satisfy the exercise price will not be again available for grant under the applicable Plans thereafter.
   2.    To the extent that the exercise price of a stock option granted under the Plans is less than the fair market value of a share of Company common stock by $0.50 or more on the date described below (determined by using the closing price of a share of Company common stock on such date (or if the Company common stock is not traded on such date, the most recent date on which such common stock was traded)), such option, to the extent then outstanding and vested, will be automatically exercised, without any action required on behalf of the holder of such option, by a “net exercise” as contemplated by the resolution set forth above, on the last day of the term of such option, if the option holder is then employed by the Company, or on the last day of the post-termination exercise period of such option, in the case of stock options held by an individual who had been an employee of the Company and whose employment was (i) involuntarily terminated by the Company for reasons other than for cause; (ii) terminated by reason of death, disability or retirement, or (iii) voluntarily terminated by such employee.

Exhibit 10.4

Description of 2011 Chaucer Annual Bonus Scheme

The 2011 Chaucer Annual Bonus Scheme (the “ Program ”) was established for Robert Stuchbery, Chaucer’s Chief Executive Officer, and certain other key officers and employees of Chaucer. The Program provides for target awards to individual participants ranging from 25% to 50% of base salary. The actual amount of the award, however, may range from zero to a maximum of 200% of target, based on Chaucer achieving certain levels of post-tax return on equity for the Chaucer segment during the period from July 1, 2011 through December 31, 2011. Awards, if any, will be paid in cash, 50% in March 2012 and the remaining 50% in January 2013. All payments are subject to the participant being employed by Chaucer on the payment date.

Exhibit 10.5

RULES OF THE CHAUCER

2011 LONG-TERM INCENTIVE PLAN

LOGO


Contents

 

Rule        Page  
1  

Definitions

     1   
2  

Grant of Awards

     4   
3  

Transfer

     5   
4  

Cessation of Employment

     5   
5  

Lapse of Awards

     6   
6  

Vesting of an Award

     7   
7  

Change in Control

     7   
8  

Participation in Plan and Employment

     9   
9  

Administration and Amendment

     9   
10  

Exclusion of Third Party Rights

     11   
11  

Termination

     11   
12  

Governing Law

     11   
13  

Reduction, Amendment or Cancellation of Awards

     11   


1 Definitions

In these Rules (unless the context otherwise requires) the following words and phrases have the following meanings:

Award : a conditional right to receive a cash payment under this Plan evidenced by an Award Certificate or, where the context permits, an Alternative Award;

Award Certificate : a certificate issued by the Company and executed by a duly authorised officer thereof as evidence of the grant of an Award;

Award Tax Liability : an amount sufficient to satisfy all of any jurisdiction’s taxes, duties, employee’s social security or national insurance contributions or any other amounts arising in connection with the Vesting or surrender of an Award or any cash payment pursuant to a Vested Award and which are required to be withheld or accounted for by the Withholding Agent;

Base Salary : the annual rate of cash earnings (excluding, without limitation, bonuses and Awards hereunder) of the Employment by virtue of which the Eligible Employee may participate in the Plan, as at the date on which an Award is granted;

Change in Control : Any of the following: (i) the members of the Board of Directors of The Hanover (the “Board”) at the beginning of any consecutive twenty-four (24) calendar month period (the “Incumbent Directors”) cease at any time during such period for any reason other than due to death, disability or retirement (in the event of a member’s death, disability of retirement, such member shall be deemed to continue as an Incumbent Director until such member’s seat on the Board is filled) to constitute at least a majority of the members of the Board, provided that any director whose election or nomination for election by The Hanover stockholders was approved by a vote of at least a majority of such Incumbent Directors shall be treated as an Incumbent Director; (ii) any “person” including a “group” (as such terms are used in Sections 13(d) and 14(d)(2) of The Securities Exchange Act of 1934, as amended (the “1934 Act”), but excluding The Hanover, its affiliates, any employee benefit plan of The Hanover or any affiliate, and an underwriter temporarily holding securities pursuant to an offering of such securities) is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the 1934 Act), directly or indirectly, of securities of The Hanover representing 35% or more of the combined voting power of The Hanover’s then outstanding securities, except that this provision shall not be applicable if The Hanover, in connection with raising capital or making an acquisition (including through the issuance of debt or other securities which are convertible into securities with voting power), voluntarily agrees to issue to a “person” or a “group (as defined above) in such a transaction, securities aggregating (when combined with securities owned by such person or group immediately prior to such transaction) 35% or more, but less than a majority, of the combined voting power of The Hanover’s then outstanding securities (but this exception shall not apply to any subsequent transfer, except to the extent agreed to by The

 

1


Hanover, in writing, at the time such securities are issued); (iii) the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving The Hanover or any affiliate that requires the approval of The Hanover’s stockholders (excluding a corporate transaction involving solely The Hanover and its affiliates) (a “Business Combination”), unless the stockholders immediately prior to such Business Combination own more than 50% of the total voting power of the successor corporation resulting from such Business Combination or a majority of the board of directors of the successor corporation were Incumbent Directors immediately prior to such Business Combination; (iv) the stockholders of The Hanover approve a sale of all or substantially all of The Hanover assets and such sale is consummated; or (v) the stockholders of The Hanover approve a plan of complete liquidation or dissolution of The Hanover;

Committee : the remuneration committee of the Company or other duly authorised committee which fulfils the same function;

Companies Act: the Companies Act 2006 as amended from time to time;

Company : Chaucer Syndicates Limited;

Control: has the meaning given to it by section 995 of the Income Tax Act 2007;

Date of Grant : the date on which an Award is granted pursuant to Rule 2.1;

Eligible Employee : any employee (including an executive director) of any Group Company;

Employing Company : the Company or any Group Company or former Group Company by which the Participant is or, where the context so admits, was Employed;

Employment : office or employment with any Group Company and Employed shall be construed accordingly;

Executive Officer of Hanover. Any Eligible Employee that has been designated by the Board of Directors of The Hanover as an “officer” (as that term is defined in Rule 16a-1(f) as promulgated under the Securities Exchange Act of 1934, as amended) of The Hanover.

Financial Year: has the meaning given to it in section 390 of the Companies Act;

Group : the Company and its Subsidiaries from time to time and Group Company shall be construed accordingly;

Holding Company : the meaning given to it by section 1159 of the Companies Act;

Participant : an Eligible Employee who holds a Subsisting Award including, where the context permits, his personal representatives;

 

2


Performance Condition : Level of Post-tax ROE for the Performance Period as specified in the Award Certificate;

Performance Period : the period commencing on 1 July 2011 and expiring on 30 June 2014;

Plan : this plan as governed by the Rules;

Post-tax ROE : equals:

Measurement Year 1 ROE + Measurement Year 2 ROE + Measurement Year 3 ROE

3

Measurement Year 1 ROE (July 1, 2011 – June 30, 2012) equals (d) :

 

[(Q3 2011 and Q4 2011 Pre-Tax Chaucer Segment Income (a) ) × (1 - 2011 Chaucer Tax Rate (b) )] +

[(Q1 2012 and Q2 2012 Pre-Tax Chaucer Segment Income (a) ) × (1 - 2012 Chaucer Tax Rate (b) )]

Average Chaucer Equity (c) for the period July 1, 2011 through June 30, 2012,

Measurement Year 2 ROE (July 1, 2012 – June 30, 2013) equals (d) :

 

[(Q3 2012 and Q4 2012 Pre-Tax Chaucer Segment Income (a) ) × (1 - 2012 Chaucer Tax Rate (b) )] +

[(Q1 2013 and Q2 2013 Pre-Tax Chaucer Segment Income (a) ) × (1 - 2013 Chaucer Tax Rate (b) )]

Average Chaucer Equity (c) for the period July 1, 2012 through June 30, 2013

Measurement Year 3 ROE (July 1, 2013 – June 30, 2014) equals (d) :

 

[(Q3 2013 and Q4 2013 Pre-Tax Chaucer Segment Income (a) ) × (1 - 2013 Chaucer Tax Rate (b) )] +

[(Q1 2014 and Q2 2014 Pre-Tax Chaucer Segment Income (a) ) × (1 - 2014 Chaucer Tax Rate (b) )]

Average Chaucer Equity (c) for the period July 1, 2013 through June 30, 2014

Definitions

 

(a) “Pre-Tax Chaucer Segment Income” means Chaucer’s pre-tax segment income for the applicable period determined in accordance with U.S. GAAP and as reported in The Hanover’s financial statements as filed with the U.S. Securities and Exchange Commission (the “SEC”).
(b) “Chaucer Tax Rate” means the actual year end Chaucer segment tax rate for the applicable portion of the performance period (e.g. year end 2011 tax rate will apply to July-December 2011 performance period) determined in accordance with U.S. GAAP and as utilized in the preparation of The Hanover’s financial statements as filed with the SEC. Notwithstanding the foregoing, because the 2014 tax rate cannot be determined until following the close of the 2014 fiscal year, the 2014 Chaucer Tax Rate shall be the effective tax rate used for the Chaucer segment in the Form 10Q filed with the SEC for the quarter ended June 30, 2014.
(c) Average Chaucer Equity is determined by averaging Chaucer’s consolidated equity as calculated in accordance with U.S. GAAP (but excluding unrealized gains (losses)) utilizing a five point average methodology including 6/30/11, 9/30/11 12/31/11, 3/31/12, and 6/30/12 for the 2011-2012 calculation, 6/30/12, 9/30/12 12/31/12, 3/31/13, and 6/30/13 for the 2012-2013 calculation, and 6/30/13, 9/30/13 12/31/13, 3/31/14, and 6/30/14 for the 2013-2014 calculation.
(d) When calculating Post-Tax ROE, currencies shall be converted into USD based upon exchange rates utilized in the applicable financial statements filed with the SEC.

Pro-Rating Formula : the formula which is used to establish the percentage of an Award which may Vest (subject to the satisfaction of Performance Conditions) where Rule 4 (Cessation of Employment) applies by applying the following formula:

 

 

X

   x   100
  1,096     

 

3


where X is the number of days (not to exceed 1,096) comprised in the period beginning on the Date of Grant and ending on the day on which the Award Vests in accordance with Rule 4.

Rules : these rules as from time to time amended in accordance with their provisions by the Committee;

Subsidiary : a company which is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act) and which is under the Control of the Company;

Subsisting Award : an Award to the extent that it has not Vested and has not lapsed;

The Hanover : The Hanover Insurance Group, Inc., a corporation organised under the laws of the state of Delaware, USA;

The Hanover Committee . The Compensation Committee of The Hanover’s Board of Directors or such other duly authorised committee which fulfils the same function;

Vest : in relation to an Award, for the Participant to become absolutely beneficially entitled to a payment of cash under the Award and Vesting , Vested and Unvested shall be construed accordingly;

Vesting Date : a day determined by the Committee upon which the Award shall Vest, falling within the period of 30 days following the determination by the Committee that the applicable Performance Condition has been met (in whole or in part) or such other earlier date which may be determined in accordance with these Rules; and

Withholding Agent : a Participant’s Employing Company, the Company, any Group Company, any former Group Company, or any other entity or person designated by the Committee which is required to account to the relevant tax authorities for an Award Tax Liability.

Where the context so permits, the singular shall include the plural and vice versa and the masculine gender shall include the feminine. Any reference to a statutory provision is to be construed as a reference to that provision as from time to time amended or re-enacted and shall include any regulations or other subordinate legislation made under it.

 

2 Grant of Awards

 

2.1 Subject to section 2.6, the Committee may grant Awards by deed to such Eligible Employees as it shall at its absolute discretion, from time to time, select. No Eligible Employee shall be entitled as of right to have an Award granted to him. The extent of any grant of Awards shall be determined by the Committee at its absolute discretion.

 

4


2.2 The Committee will determine the aggregate levels of Awards granted under the Plan.

 

2.3 No payment will be required in consideration for the grant of an Award.

 

2.4 Each Participant shall be issued with an Award Certificate which will set out the details mentioned in Rule 2.2. To the extent that the terms of an Award Certificate conflict with the Rules, the Rules shall prevail.

 

2.5 No Performance Condition may be varied (save as otherwise provided in these Rules) unless an event occurs which causes the Committee to determine that such Performance Condition has ceased to be appropriate whereupon the Committee may (subject to the consent of The Hanover Committee) at its absolute discretion vary or replace such Performance Condition provided that the variation or replacement is, in the Committee’s opinion, fair and reasonable.

 

2.6 Notwithstanding any language contained herein to the contrary (i) any Awards granted hereunder to an Executive Officer of Hanover will not be effective unless, and until such time as, such action by the Committee has been formally ratified by The Hanover Committee, and (ii) in no event shall the maximum aggregate value of all Awards granted hereunder exceed such amounts authorised by The Hanover Committee.

 

3 Transfer

Subject to the rights of a deceased Participant’s personal representatives pursuant to Rule 4.2, an Award may not be transferred, charged, pledged, mortgaged or encumbered in any way whatsoever.

 

4 Cessation of Employment

 

4.1 If a Participant ceases to hold Employment prior to the date on which any payment pursuant to his Vested Award is made in accordance with Rule 6 by reason of:

 

4.1.1 injury, ill-health or disability proved to the satisfaction of the Committee; or

 

4.1.2 redundancy; or

 

4.1.3 retirement with the agreement of his Employing Company; or

 

4.1.4 any other reason at the absolute discretion of the Committee,

his Award shall be deemed to immediately Vest to the extent that the Performance Condition is ultimately satisfied (to be determined at the conclusion of the Performance Period), but the amount payable shall be delayed until such time as the Committee makes such a determination and shall be reduced to reflect the Pro-Rating Formula, unless the Committee, in its absolute discretion, determines that the Award shall Vest to a greater extent.

 

5


4.2 If a Participant dies, his Award shall be deemed to immediately Vest to the extent that the Performance Condition is ultimately satisfied (to be determined at the conclusion of the Performance Period) and payment shall be made to his personal representatives, but the amount payable shall be delayed until such time as the Committee makes such a determination and shall be reduced to reflect the Pro-Rating Formula unless the Committee, in its absolute discretion, determines that the Award shall Vest to a greater extent.

 

5 Lapse of Awards

 

5.1 An Award shall lapse and cease to be capable of Vesting upon the earliest to occur of the following:

 

5.1.1 the expiry of the Performance Period, to the extent that any applicable Performance Condition remains unfulfilled at that date;

 

5.1.2 the date upon which a Participant ceases to hold Employment for any reason not set out in Rule 4.1;

 

5.1.3 the Participant being adjudicated bankrupt;

 

5.1.4 any breach or purported breach of Rule 3 by the Participant; or

 

5.1.5 a determination by the Committee pursuant to Rule 13 that the Award be cancelled.

 

5.2 For the purposes of these Rules:

 

5.2.1 a Participant shall not be treated as ceasing to hold Employment until he ceases to hold Employment with any Group Company;

 

5.2.2 a Participant shall be treated as ceasing Employment on the day on which he gives or is served notice of such cessation, unless the Committee determines that he shall be treated as ceasing Employment upon the date on which he actually ceases Employment;

 

5.2.3 if a Participant’s Employment is suspended in accordance with his Employing Company’s disciplinary procedures and subsequently terminated, he shall be treated as having ceased Employment on the date on which he was suspended unless the Committee at its absolute discretion determines otherwise; and

 

5.2.4 a female Participant shall not be treated as ceasing Employment if absent from work wholly or partly because of pregnancy until such time as she ceases to be entitled to return to work.

 

6


6 Vesting of an Award

 

6.1 As soon as reasonably practicable after the Vesting Date of an Award, the Company shall pay the Participant the amount to which he is entitled.

 

6.2 Any amount paid pursuant to this Plan shall be paid net of any Award Tax Liability.

 

6.3 Notwithstanding any language contained herein to the contrary, the determination by the Committee as to the level of achievement of the Performance Condition, the aggregate amount of payments to be made hereunder upon Vesting of the Awards, and any specific amounts to be paid upon Vesting of Awards made to Executive Officers of Hanover, will not be effective unless, and until such time as, such determination by the Committee has be formally ratified by The Hanover Committee.

 

7 Change in Control

In the event of a Change in Control, the following provisions of this Rule 7 shall apply:

 

7.1 Except as provided in Rule 7.2 below, upon consummation of a Change in Control all Awards shall Vest to the extent that the Performance Condition has been satisfied; provided, however, to the extent that the effective date of the Change in Control is prior to the expiration of the Performance Period and the Performance Condition has not yet been achieved as of such date, such Performance Condition shall be deemed satisfied at such level determined below:

 

Effective Date of Change in Control

 

Calculation of Level of Performance Condition Achievement

On or prior to June 30, 2012   Performance Condition deemed achieved at target
July 1, 2012 to June 30, 2013   Measurement Year 1 ROE shall be achieved at the level of actual performance determined and certified by the Committee; Measurement Years 2 and 3 ROE shall be deemed achieved at target
July 1, 2013 to June 30, 2014   Measurement Year 1 and 2 ROE shall be achieved at the level of actual performance determined and certified by the Committee; Measurement Year 3 ROE shall be deemed achieved at target
On or after June 30, 2014   Performance Condition shall be achieved at actual level of performance as determined by the Committee

 

7


7.2 Notwithstanding Rule 7.1, no acceleration of Vesting shall occur with respect to an Award if The Hanover Committee reasonably determines in good faith prior to the occurrence of a Change in Control that this Award shall be honoured or assumed, or new rights substituted therefor (such honoured, assumed or substituted award hereinafter called an “Alternative Award”), by the Participant’s employer (or the Holding Company or a Subsidiary of such employer) immediately following the Change in Control, provided that the Alternative Award shall become a time-based award that is no longer subject to any performance-based Vesting requirement, and shall also:

 

7.2.1 be payable in cash;

 

7.2.2 provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Award, including, but not limited to, an identical or better time-based Vesting schedule;

 

7.2.3 have substantially equivalent economic value to this Award (determined at the time of the Change in Control and based upon the value the Participant would have received had the Award been accelerated pursuant to Rule 7.1 above); and

 

7.2.4 have terms and conditions which provide that in the event that the Participant’s employment is involuntarily terminated (other than for misconduct or under circumstances whereby, pursuant to the terms of the Participant’s employment, the Participant could be summarily dismissed without notice) or the Participant terminates his employment for “Good Reason” (as defined in Rule 7.3 below) prior to the second anniversary of the Change in Control, the Alternative Award shall automatically Vest in full and any conditions on the Participant’s rights under, or any restrictions on transfer or exercisability applicable to, such Alternative Award shall be waived or shall lapse.

 

7.3 For the purpose of Rule 7.2.4 above, “Good Reason” shall mean the occurrence of one or more of the events listed below following a Change in Control: (A) a reduction in the Participant’s rate of annual base salary as in effect immediately prior to such Change in Control; (B) a reduction in the Participant’s annual short-term incentive compensation plan target award (but excluding the conversion of any cash incentive arrangement into an equity incentive arrangement of commensurate value or vice versa) from that which was in effect immediately prior to such Change in Control; or (C) any requirement that the Participate relocate to an office more than 55 kilometers from the facility where he was located immediately prior to the Change in Control.

 

7.4 If a Participant believes that a “Good Reason” event has been triggered, he must give his employing company written notice within 30 days of the occurrence of such triggering event and a proposed termination date which shall be not sooner than 60 days nor later than 90 days after the date of such notice. Such notice shall specify the Participant’s basis for determining that “Good Reason” has been triggered. The Company shall have the right to cure a purported “Good Reason” within 30 days of receipt of said notice.

 

8


8 Participation in Plan and Employment

 

8.1 No individual shall have any claim against a Group Company or any of its affiliates (including, without limitation, The Hanover) arising out of not being admitted to participation in the Plan which (for the avoidance of all, if any, doubt) is entirely at the discretion of the Committee.

 

8.2 The Plan shall not form part of any contract of employment between any Group Company or any of its affiliates (including, without limitation, The Hanover) and any employee and the rights and obligations of any individual under the terms of his Employment shall not be affected by his participation in the Plan.

 

8.3 Participation in the Plan shall be on the express condition that ceasing to participate in the Plan and/or the loss of Awards (or parts thereof) for any reason in accordance with the terms of the Plan shall not afford any individual any right to compensation or damages under the terms of his Employment.

 

8.4 No Participant shall be entitled to claim compensation or damages from any Group Company or any of its affiliates (including, without limitation, The Hanover) in respect of any diminution or extinction of his rights or benefits (actual or potential) pursuant to any Award granted to him as a result of the exercise or failure to exercise any discretion vested in the Committee under the Plan to the advantage or fullest advantage of the Participant.

 

8.5 Each Group Company and its affiliated entities (including, without limitation, The Hanover) shall be entirely free to conduct its affairs as it sees fit without regard to any consequences under, upon or in relation to the Plan or any Award or Participant.

 

8.6 Neither the grant of an Award nor any benefit pursuant to an Award shall form part of an individual’s pensionable remuneration for the purposes of any pension plan or similar arrangement which may be operated by any Group Company.

 

9 Administration and Amendment

 

9.1 The Plan shall be administered under the direction of the Committee, which, subject to Rule 9.2, may at any time by resolution (ratified by The Hanover Committee) and without other formality delete from, amend or add to the Rules in any respect.

 

9.2 Subject to Rule 9.3, no deletion, amendment or addition may be made to the Rules if it would adversely affect the rights already acquired by Participants pursuant to Subsisting Awards without the approval of Participants holding more than fifty per cent. (50%) of the Subsisting Awards so affected.

 

9.3

Notwithstanding anything to the contrary contained in these Rules, the Committee may (without any further formality) make deletions, amendments or additions to the Plan which it considers

 

9


  necessary or desirable in order to benefit the administration of the Plan, to take account of applicable legislation in any country or territory (and including any proposed change to such legislation), or other regulations or to obtain or maintain favourable taxation treatment for Participants or any Group Company provided that such amendments or additions do not diverge from the basic principles of the Plan.

 

9.4 The Committee may from time to time make and vary such rules and regulations not inconsistent with the Plan and establish such procedures for the administration and implementation of this Plan as it thinks fit and in the event of any dispute or disagreement as to the interpretation of any such rules, regulations or procedures, the decision of the Committee shall be final and binding upon all persons.

 

9.5 The Plan, the grant and Vesting of Awards thereunder, and the other obligations of the Company under the Plan, shall be subject to all applicable national or local laws, rules, and regulations and to such approvals by any regulatory or governmental agency as may be required.

 

9.6 The Committee’s decision on any matter relating to the interpretation of the Rules and any other matters concerning the Plan (including the rectification of errors or mistakes of procedure or otherwise) shall be final and binding.

 

9.7 Any notice or other communication under or in connection with the Plan may be given:

 

9.7.1 by the Company to an Eligible Employee or Participant either personally or sent to him at his place of work by electronic mail or by post to the address last known to the Company (including any address supplied by the relevant Employing Company or any Subsidiary) or sent through the Company’s internal postal service; and

 

9.7.2 to the Company, either personally or by post to the Company Secretary.

Items sent by post shall be pre-paid and shall be deemed to have been received 72 hours after posting.

 

9.8 The Company shall bear the costs of setting up and administering the Plan. However, the Company may require any Employing Company to reimburse the Company for any costs borne by the Company directly or indirectly in respect of such Employing Company’s Eligible Employees.

 

9.9 The Company (or one or more of its affiliated entities, including, without limitation, The Hanover) shall maintain all necessary books of account and records relating to the Plan.

 

9.10 If any Award Certificate or any other document issued for the purposes of the Plan shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Committee may require.

 

10


9.11 By participating in this Plan, each Participant agrees to the holding of information about him by any Group Company (or any of their respective affiliated entities, including, without limitation, The Hanover) and he authorises any Group Company (or any of their respective affiliated entities, including, without limitation, The Hanover) and their agents and advisers to use such information for the purposes of this Plan. Each Participant further agrees that data concerning his participation may be processed by agents of any Group Company (or any of their respective affiliated entities, including, without limitation, The Hanover) wherever located and where necessary transmitted outside the European Economic Area.

 

10 Exclusion of Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Plan or to any Award granted under it and no person other than the parties to an Award shall have any rights under it nor shall it be enforceable under that Act by any person other than the parties to it.

 

11 Termination

The Plan shall terminate on the first anniversary of the date of its adoption. This Rule 11 shall not affect Subsisting Awards.

 

12 Governing Law

These Rules shall be governed by and construed in accordance with English law. Any dispute concerning these Rules not resolved by mutual agreement between the parties to that dispute shall be referred to the courts of England and Wales.

 

13 Reduction, Amendment or Cancellation of Awards

Awards may be reduced, amended or cancelled as set out below:

 

13.1 The Committee may, subject to Rules 2.6 and 6.3, at any time at its sole discretion determine, before an Award has Vested, to:

 

13.1.1 reduce the amount potentially payable under the Award; and/or

 

13.1.2 defer the date on which the Award Vests; and/or

 

13.1.3 amend the Performance Condition applying to the Award; and/or

 

13.1.4 impose additional conditions to the Award; or

 

13.1.5 cancel the Award.

 

13.2 The circumstances in which the Committee may make this determination include (but are not limited to):

 

13.2.1 the conduct of the Participant or the team or division in which he is working or has worked, or the business unit of which he is or has been a part, is considered to have had a detrimental impact on the business of any Group Company or to have brought the business of any such company into disrepute; or

 

11


13.2.2 evidence emerges that past performance which was taken into account either when the Award was made or when the relevant bonus pool on the basis of which the Award was made was calculated was materially worse than was understood on the relevant Date of Grant; or

 

13.2.3 the prior financial statements of any Group Company or any business unit or division of any Group Company are materially restated, corrected or amended; or

 

13.2.4 evidence emerges that the Participant or the Participant’s team, business unit or division has engaged in improper or inadequate risk analysis or has failed to raise concerns in relation to improper or inadequate risk analysis.

 

12

Exhibit 10.6

Dated 17 October 2011

 

 

CHAUCER HOLDINGS PLC

AND

EQUINITI SHARE PLAN TRUSTEES LIMITED

 

 

TRUST DEED AND RULES

of

THE CHAUCER SHARE INCENTIVE PLAN

 

 

Adopted by resolution of the Board of Directors of Chaucer Holdings PLC on 12 October 2011 and approved by HM Revenue & Customs under Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003 under reference A108870 on 28 October 2011

LOGO

 


Contents

 

Clause         Page  
1   

Definitions and Interpretation

     1   
2   

Trusts of the Plan

     1   
3   

Notices to Participants

     3   
4   

Investment

     3   
5   

Borrowing

     4   
6   

Receipt of money or money’s worth with respect to Plan Shares

     4   
7   

Application of the Plan to Group Companies

     4   
8   

Retention of Shares subject to Holding Period

     5   
9   

Voting rights and directions

     5   
10   

Trustee’s powers of delegation

     5   
11   

Administration

     6   
12   

Trustee’s indemnities and charges

     7   
13   

Appointment, removal and retirement of Trustee

     9   
14   

Residence of the Trust

     9   
15   

Amendments to the Plan

     10   
16   

Termination of the Plan

     10   
17   

Governing law

     11   
18   

Construction of this Deed

     11   
Schedule   

Part One Definitions and interpretation

     12   

Part Two Provisions affecting Plan Shares

     18   

Part Three Free Shares

     28   

Part Four Partnership Shares and Matching Shares

     31   

Part Five Reinvestment of Cash Dividends

     37   
Appendix   

Deed of Adherence

     40   


THIS DEED is made the 17 th day of October 2011

BETWEEN:

 

(1) CHAUCER HOLDINGS PLC , registration number 02847982, whose registered office is situated at Plantation Place, 30 Fenchurch Street, London EC3M 3AD (the “ Company ”); and

 

(2) EQUINITI SHARE PLAN TRUSTEES LIMITED , registration number 03925002, whose registered office is situated at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA (the “ Trustee ”).

WHEREAS:

 

(A) The Company wishes to establish an employee share incentive plan to be known as The Chaucer Share Incentive Plan (the “ Plan ”), approved in accordance with the provisions of Schedule 2 and constituting an Employees’ Share Scheme.

 

(B) The Plan was established by a resolution of the Board passed on 12 October 2011.

 

(C) The Trustee has agreed to be the original trustee of the Plan.

NOW THIS DEED WITNESSES as follows:

 

1 Definitions and Interpretation

 

1.1 Definitions: The words and expressions used in this Deed which begin with capital letters have the meanings set out in Part One of the Schedule.

 

1.2 Interpretation: The provisions of Part One of the Schedule shall apply equally to this Deed.

 

2 Trusts of the Plan

 

2.1 Payments by Participating Companies: The Company will pay to the Trustee the amounts necessary to enable the Trustee to acquire, in accordance with the Plan, Shares for and/or to be awarded to Qualifying Employees, together with any other amounts required to cover any liabilities incurred by the Trustee under the Plan. The Company can require any Participating Company to reimburse the Company for any amounts it bears under this Clause 2.1 directly or indirectly in respect of such Participating Company’s Qualifying Employees.

 

1


2.2 Application of Payments: Unless otherwise stated, the Trustee will apply all monies received by it in accordance with the Plan and hold any Shares acquired and all other trust property deriving from them on the trusts declared in this Deed. In the case of any monies received for the acquisition of Free Shares or Matching Shares, the Trustee will acquire and award these Shares in accordance with the Plan. In the case of any monies received for the acquisition of Partnership Shares or Dividend Shares, the Trustee will acquire these Shares in accordance with the Plan.

 

2.3 Retention or sale of surplus Shares: If it is not possible to award all the Shares acquired to be awarded as Free Shares or Matching Shares without fractional entitlements arising or if, for any other reason, the Trustee holds Shares which were acquired to be awarded, but which are not awarded, the Trustee may retain so many of those Shares as the Committee shall direct. Subject to that direction, the Trustee shall sell any Shares not awarded and pay the net proceeds to the Company.

 

2.4 Rights attaching to unappropriated Shares: If the Trustee becomes entitled in respect of any Shares not held on behalf of a Participant to any rights to be allotted, or to subscribe for, further securities (other than an issue of capitalisation shares of the same class as specific Shares which the Trustee is about to award, which capitalisation shares shall be retained by the Trustee as Shares to be awarded among the Participants on the relevant Award Date), the Trustee may take up those rights or sell them for the best consideration in money reasonably obtainable at the time or sell sufficient of them nil paid to enable the Trustee to subscribe in full for the balance of any unsold rights or allow those rights to lapse.

 

2.5 Trusts of unappropriated Shares: The Trustee shall hold any unappropriated Shares or unutilised cash balances and any income arising from them UPON TRUST to apply the same in or towards the future purchase of Shares for the purposes of the Plan and/or their expenses of administering the Plan. The Trustee shall notify the Committee from time to time of the amounts and/or number of Shares so held by it and its/their application.

 

2.6 Use of Shares acquired under a qualifying transfer: Any Shares acquired by the Trustee by a transfer from an employee share ownership trust which is a qualifying transfer within section 69(3AA) of the Finance Act 1989 must not be awarded as Partnership Shares and must be included in priority to other available Shares in any award of Free Shares or Matching Shares made after the date of the transfer.

 

2.7 General duty of Trustee in relation to Participants’ Shares: Subject to Clause 8, the Trustee shall not dispose of a Participant’s Shares or deal with any rights conferred in respect of any of a Participant’s Shares to be allotted Shares, securities or rights of any description other than pursuant to a direction given by or on behalf of the Participant.

 

2


3 Notices to Participants

 

3.1 Notice of Award of Free Shares or Matching Shares: As soon as practicable after the Trustee has awarded Free Shares or Matching Shares, it shall notify each Participant of the number and description of the Shares awarded to that Participant, the Initial Market Value of those Shares and the Holding Period applicable to them.

 

3.2 Notice of acquisition of Partnership Shares: As soon as practicable after the Trustee has acquired any Partnership Shares on behalf of a Participant, it shall notify the Participant of the number and description of the Shares acquired, the amount of Partnership Share Money applied in acquiring them and their Market Value on the Acquisition Date.

 

3.3 Notice of acquisition of Dividend Shares: As soon as practicable after the Trustee has acquired Dividend Shares on behalf of a Participant, it shall notify the Participant of the number and description of the Shares acquired, their Market Value on the Acquisition Date, the Holding Period applicable to them and the amount (if any) of the cash dividend carried forward under Rule 3.3 of Part Five of the Schedule.

 

3.4 Notice of Participant’s tax liability: Where a Participant becomes liable to a charge to income tax on employment income within section 6(1) of ITEPA, or Chapter 3 or 4 of Part 4 of ITTOIA, due to the Participant’s participation in the Plan, the Trustee shall inform the Participant of any facts relevant to determining that liability.

 

3.5 Notice of any foreign tax deducted before dividend paid: Where any foreign cash dividend is received in respect of Plan Shares held on behalf of a Participant, the Trustee shall give the Participant notice of the amount of any foreign tax deducted from the dividend before it was paid.

 

4 Investment

 

4.1 Trustee’s power of investment: Subject to the terms of this Deed, the Trustee may invest any property held on trust under this Deed as if it were the absolute beneficial owner thereof.

 

4.2 No duty to invest: The Trustee shall be under no duty to invest property held on trust under this Deed.

 

3


5 Borrowing

The Trustee shall have power to borrow money both to acquire Shares for the purposes of the Plan and to pay any other expenses properly incurred by the Trustee in administering the Plan.

 

6 Receipt of money or money’s worth with respect to Plan Shares

 

6.1 Obligation to pay over: Subject to Clause 6.2, the Trustee shall, as soon as practicable following its receipt of any money or money’s worth in respect of or by reference to any Plan Shares, arrange for that money or money’s worth to be paid to Participants in accordance with their respective entitlements.

 

6.2 Exceptions from obligation: Clause 6.1 shall:

 

  (a) not apply to money’s worth consisting of New Shares;

 

  (b) be subject to the operation of Part Five of the Schedule (Reinvestment of Cash Dividends); and

 

  (c) be subject to Clause 11.

 

7 Application of the Plan to Group Companies

 

7.1 Extension of the Plan to Controlled Companies and/or Jointly Owned Companies: The Plan may, with the consent of the Company, be extended to any Controlled Company or Jointly Owned Company by the execution of a Deed of Adherence whereby that company agrees to be bound by this Deed and the Plan.

 

7.2 Disapplication of the Plan to Participating Companies: The Plan shall cease to apply to any company, other than the Company, at any time when:

 

  (a) that company becomes no longer either a Controlled Company or a Jointly Owned Company; or

 

  (b) a notice is served by the Company upon the Trustee that the Plan shall not apply to that company,

provided that the rights of Participants employed by that company to Plan Shares awarded to them or acquired on their behalf while that company was a Participating Company shall not be affected and provided that, where (b) above applies, the requirement of paragraph 10(3) of Schedule 2 continues to be satisfied.

 

4


7.3 Information from Participating Companies: A Participating Company (or a former Participating Company, if appropriate) shall provide the Trustee with all information required from it for the operation of the Plan in such form as the Trustee shall reasonably require.

 

8 Retention of Shares subject to Holding Period

 

8.1 No Disposal: Subject to Clause 8.2, the Trustee shall not dispose of any of a Participant’s Free Shares, Matching Shares or Dividend Shares during the Holding Period applicable to those Shares other than at the written direction of the Participant given under the terms of the Participation Contract.

 

8.2 Permitted disposals during Holding Period: Clause 8.1 shall:

 

  (a) not apply if at the time of the disposal the Participant has ceased to be in Employment;

 

  (b) be subject to a direction of the Participant given in accordance with Rule 10 of Part Two of the Schedule; and

 

  (c) be subject to Clause 11.3.

 

9 Voting rights and directions

 

9.1 Exercise of voting rights: While the Plan Shares are registered in the name of the Trustee, the Trustee will forward the notice of any annual general meeting or other meeting of the holders of any class of shares of The Hanover and/or a copy of the proxy materials to Participants together with voting instructions, in such manner provided by Rule 14.2 of Part Two of the Schedule as the Trustee may decide. Participants, as the beneficial owners, have the right to direct the Trustee how to vote. For the avoidance of doubt, the Trustee shall abstain from voting in respect of any Plan Shares for which it has not received voting directions from the relevant Participant.

 

9.2 Voting rights attached to unappropriated Shares: The Trustee may not vote in respect of Shares it holds which are not Plan Shares.

 

10 Trustee’s powers of delegation

 

10.1

Trustee’s power to employ agents: The Trustee may, in the performance of its duties under the Plan, employ and pay any appropriate person, appoint any person as its agent to transact all or any

 

5


  business, and act on the advice or opinion of any professional or business person, and shall not be responsible for anything done or omitted or suffered in good faith in reliance on such advice or opinion.

 

10.2 Delegation of Trustee’s powers: The Trustee may, to the extent permitted by law, delegate any of its powers and duties under the Plan to any person or company but no such delegation shall divest the Trustee of its responsibilities under Schedule 2.

 

10.3 Nominee Shareholder: The Trustee may allow any Shares to be registered in the name of an appointed nominee provided such Shares are registered in a designated account.

 

10.4 Revocation of delegation: The Trustee may at any time, and shall if so directed by the Committee, revoke any delegation or arrangement made under this Clause and/or require any trust property held by another person to be returned to the Trustee.

 

10.5 Execution of documents: The Trustee may execute and may authorise any of its directors, officers or employees to execute on its behalf any documents in such manner as may be appropriate.

 

11 Administration

 

11.1 Meetings and regulations: Subject to the terms of this Deed, the Trustee may convene meetings and make such regulations as it considers appropriate for the administration of the Plan.

 

11.2 Duty to keep accounts and records: The Trustee shall maintain the accounts and records necessary for it to fulfil its own PAYE and other obligations under the Plan and the PAYE obligations of any Employer Company under the Plan. The Trustee shall also maintain records of Participants who have participated in one or more Share Incentive Plans.

 

11.3 Trustee’s power to dispose of shares to meet its PAYE obligations: The Trustee shall, where a PAYE obligation is imposed under Chapter 6 of Part 7 of ITEPA as a result of a Participant’s Plan Shares ceasing to be subject to the Plan (including due to the operation of this Clause), have the power to meet that PAYE obligation by:

 

  (a) disposing of any of the Participant’s Plan Shares; or

 

  (b) requiring the Participant to pay to it a sum equal to the amount required to discharge the PAYE obligation.

 

11.4

Trustee to pay Employer Company: If a Participant is chargeable to income tax under Chapter 6, Part 7 of ITEPA as a result of a Participant’s Plan Shares ceasing to be subject to the Plan and an

 

6


  obligation to make a PAYE Deduction arises in respect of that charge, then the Trustee shall, subject to Clauses 11.6 and 11.7, pay to the Employer Company a sum sufficient to enable it to discharge that obligation.

 

11.5 Payment to Employer Company of Capital Receipts: If the Trustee receives a sum of money which constitutes (or forms part of) a Capital Receipt in respect of which a Participant is chargeable to income tax in accordance with Chapter 6, Part 7 of ITEPA, the Trustee shall pay to the Employer Company out of that sum of money an amount equal to that on which income tax and employees’ NICs is payable.

 

11.6 Payment by Participant to Employer Company: Clause 11.4 shall not apply if the relevant Participant is required to pay to that Participant’s Employer Company a sum that is sufficient to enable it to discharge the obligation.

 

11.7 No Employer Company: In any case under Clause 11.4 or Clause 11.5, as appropriate, where:

 

  (a) there is no Employer Company; or

 

  (b) HMRC have directed under section 511 or 514, as appropriate, of Chapter 6, Part 7 of ITEPA that it is impracticable for the Employer Company concerned to make a PAYE Deduction,

Clause 11.4 or Clause 11.5, as appropriate, shall not apply and the Trustee shall make a PAYE Deduction in respect of an amount equal to that on which income tax and employees’ NICs is payable, as if the Participant were a former employee of the Trustee.

 

11.8 Setting up costs: The Company will pay the costs and expenses of the preparation and execution of the Deed.

 

12 Trustee’s indemnities and charges

 

12.1 Trustee’s indemnity: The Participating Companies agree to keep the Trustee fully indemnified against any liability arising out of or in connection with the Plan. However, the Trustee shall not be indemnified or exonerated in respect of any fraud, negligence or wilful default on its part or its agents’ or any of their officers’ or employees’ parts. The Trustee shall have the benefit of any indemnities conferred upon trustees by law.

 

12.2 Accounting for benefits received by the Trustee: Neither the Trustee nor any of its officers or employees shall be liable to account to Participants for any benefit received under the Plan. Neither the Trustee nor any officer or employee of the Trustee shall be liable to account to other Participants for any profit derived by that person as a Participant.

 

7


12.3 Trustee’s remuneration: Any person acting as a trustee in the course of any profession or business carried on by that person may charge and be paid such reasonable charges for so acting as shall from time to time be agreed between that person and the Committee.

 

12.4 Permitted dealings of Trustee: The Trustee (and any director or officer of a body corporate or a trust corporation acting as a trustee) shall not, on its own account:

 

  (a) be precluded from acquiring, holding or dealing with any debentures, debenture stock, shares or securities whatsoever of the Company, The Hanover, any Controlled Company or Jointly Owned Company or any other company in the shares of which the Company, The Hanover, any Controlled Company or any Jointly Owned Company may be interested;

 

  (b) be precluded from entering into any contract or other transaction with the Company, The Hanover, any Controlled Company or Jointly Owned Company or any other company, or from being interested in any such contract or transaction; or

 

  (c) be in any way liable to account to the Company or The Hanover or any Controlled Company or Jointly Owned Company or any Participant for any amount obtained by it from such acquisition, holding, dealing, contract or transaction, whether or not in connection with its duties under this Deed.

 

12.5 Reliance on information provided: The Trustee shall be entitled, in the absence of manifest error, to rely without further enquiry on:

 

  (a) information supplied to it by any Participating Company or The Hanover for the purposes of the Plan; and

 

  (b) any direction, notice or document purporting to be given or executed by or with the authority of any Participating Company, The Hanover or by any Participant.

 

12.6 Exclusion of liability: The Trustee shall not be liable or responsible for any loss, liability or increased liability of a Participant arising out of the failure of the Participant to give a direction to the Trustee or to give a direction within a particular time or, if the Participant has directed the Trustee to use its discretion, arising out of the bona fide exercise by the Trustee of that discretion.

 

8


12.7 Insurance: The Trustee may insure against any loss caused by it or by any of its employees, officers, agents or delegates under the Plan. It may also insure itself and any of these persons against liability for breach of trust not involving wilful wrongdoing or fraud of the Trustee or the person concerned. Except in the case of a paid trustee, the insurance premiums may be paid from the Plan assets.

 

13 Appointment, removal and retirement of Trustee

 

13.1 Appointment and removal of Trustee: The Company may at any time by notice in writing:

 

  (a) appoint a new (or additional) trustee, including a corporate trustee (to the exclusion of the trustee’s statutory power of appointment); and

 

  (b) remove a trustee from office (but not so as to leave in office less than two trustees or a corporate trustee), without assigning any reason for its removal which (in the absence of a date specified in the notice) shall take effect one month after receipt of such notice.

 

13.2 Appointment and removal on cessation of Company’s existence: If the Company ceases to exist then its powers of appointment and removal shall be vested in the Participating Company which employs the largest number of Participants on the date when the Company ceases to exist.

 

13.3 Retirement of Trustee: The Trustee may retire by giving to the Company written notice which shall take effect at the end of three months (or another period agreed with the Company) from the date of that notice, provided that this will leave at least two trustees or a corporate trustee in office. The Trustee shall not be responsible for any costs caused by its retirement but shall do all things necessary to give proper effect to its retirement.

 

13.4 Transfer of trust property: Immediately on removal or retirement pursuant to this Clause 13, the Trustee shall transfer all trust property held by it to the continuing trustee and deliver all documents in its possession relating to the Plan as the Company may direct. If it does not do so, the continuing trustee may do so on its behalf.

 

13.5 Participant as Trustee: A person shall not be disqualified from acting as a trustee or an officer or employee of a trustee because that person is or was an officer or employee of a Participating Company or The Hanover or is or was a Participant.

 

14 Residence of the Trust

For so long as the Plan is to be approved by HMRC under Schedule 2, the Trust and every Trustee shall be resident for tax purposes in the United Kingdom.

 

9


15 Amendments to the Plan

 

15.1 Power to amend: The Committee may amend the Plan in any manner it thinks fit (with any amendment being binding on the Trustee and all Participating Companies and Participants) but so that no purported amendment shall be effective if:

 

  (a) at a time when the Plan is approved by HMRC, it is to a provision of the Plan that is necessary in order to meet the requirements of Schedule 2 until that amendment is approved by HMRC;

 

  (b) it would cause the Plan to cease to be an Employees’ Share Scheme;

 

  (c) it would materially adversely affect the rights of a Participant in respect of that Participant’s Plan Shares, unless the Committee has invited every relevant Participant to give an indication as to whether or not he approves the amendment and such amendment is approved by a majority of those Participants who have given an indication; or

 

  (d) it would offend the rule against perpetuities.

EXCEPT THAT any amendment or addition which the Committee considers necessary or desirable in order to benefit the administration of the Plan, or comply with or take account of the provisions of any proposed or existing legislation, or obtain or maintain favourable tax, exchange control or regulatory treatment for the Company or any other Participating Company or any Qualifying Employee or Participant, may be made by resolution of the Committee without the need for the prior approval of a majority of Participants pursuant to Clause 15.1(c) PROVIDED THAT such amendments or additions do not affect the basic principles of the Plan.

 

15.2 Notice to Trustee: Written notice of any amendment made in accordance with this Clause 15 shall be given to the Trustee.

 

16 Termination of the Plan

 

16.1 The Plan shall terminate:

 

  (a) in accordance with a Plan Termination Notice issued by the Company to the Trustee under paragraph 89(1) of Schedule 2, or

 

  (b) if earlier, on the expiry of the Trust Period.

 

10


16.2 The Company shall immediately upon executing a Plan Termination Notice provide a copy of the notice to the Trustee, HMRC and each individual who has Plan Shares or who has entered into a Partnership Share Agreement which was in force immediately before the notice was issued.

 

16.3 Upon the issue of a Plan Termination Notice or upon the expiry of the Trust Period paragraph 90 of Schedule 2 shall have effect.

 

16.4 Any Shares or other assets which remain undisposed of after the requirements of paragraph 90 of Schedule 2 have been complied with shall be held by the Trustee upon trust to pay or apply them to or for the benefit of the Participating Companies as at the termination date in such proportions, having regard to their respective contributions, as the Trustee shall in its absolute discretion think fit.

 

17 Governing law

This Deed shall be governed by and construed in accordance with the laws of England and Wales. Any dispute concerning this Deed not resolved by mutual agreement between the parties to that dispute shall be referred to the courts of England and Wales.

 

18 Construction of this Deed

The Schedule shall be treated as part of this Deed.

 

11


SCHEDULE

RULES OF THE CHAUCER SHARE INCENTIVE PLAN

PART ONE

Definitions and interpretation

The words and expressions used in the Plan which begin with capital letters have the meanings set out below. In this Plan:

 

(a) the headings are for the sake of convenience and should be ignored when construing it;

 

(b) references to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and include any subordinate legislation made under them;

 

(c) unless the context requires otherwise, words in the singular include the plural and vice versa and words imputing either gender include both genders; and

 

(d) terms defined in Schedule 2 and not defined in this Plan shall, unless the context otherwise requires, have the meanings given in Schedule 2.

Accumulation Period ” means, in respect of Partnership Shares, the period during which a Participant’s Partnership Share Money is accumulated before it is used to acquire Partnership Shares or is repaid to that Participant;

Acquisition Date ” means, in respect of Partnership Shares, the date determined under Rule 3.1 or Rule 4.3 of Part Four of the Schedule as appropriate and, in respect of Dividend Shares, the date determined under Rule 3.1 of Part Five of the Schedule;

Associated Company ” has the meaning given in paragraph 94 of Schedule 2 as extended by paragraph 91 of Schedule 2;

Award ” means:

  (a) in relation to Free Shares and Matching Shares, the award of Free Shares and Matching Shares in accordance with the Plan; and

 

12


  (b) in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of a Participant in accordance with the Plan;

Award Date ” means the date on which Free Shares or Matching Shares are awarded;

Board ” means the board of directors of the Company or a duly authorised committee thereof;

Capital Receipt ” has the meaning given in section 502 of ITEPA;

Committee ” means the remuneration committee of the board of directors of Chaucer Syndicates Limited, registration number 00184915, or such other duly authorised committee which fulfils the same functions;

Close company ” has the meaning in section 989 of the Income Tax Act 2007 as modified by paragraph 20(4) of Schedule 2;

Connected Company ” means (a) the Company, (b) a company which Controls or is Controlled by the Company or is Controlled by a company which also Controls the Company, and (c) a company which is a Member of a Consortium owning the Company or which is owned in part by the Company as a Member of a Consortium;

Control ” unless otherwise indicated, has the meaning given in section 995 of the Income Tax Act 2007 (and references to “ Controls ” or “ Controlled ” shall be read accordingly);

Controlled Company ” means any company (being a body corporate) which is under the Control of the Company;

Dealing Day ” means any day on which the New York Stock Exchange is open for business;

The Deed ” means this trust deed as amended from time to time;

Deed of Adherence ” means a deed substantially in the form set out in Part Six of the Schedule;

Dividend Shares ” means Shares acquired by the Trustee on behalf of a Participant under Part Five of the Schedule;

Employees’ Share Scheme ” has the meaning given in section 1166 of the Companies Act 2006;

Employer Company ” means the company (if any) by which a Participant is employed when, as appropriate, either (a) that Participant’s Plan Shares cease to be subject to the Plan, or (b) the Trustee receives a sum of money which constitutes (or forms part of) a Capital Receipt in respect of that Participant’s Plan Shares and to which the PAYE Regulations (as defined in section 684(8) of ITEPA) apply at that time;

 

13


Employment ” means employment by the Company or any Associated Company;

Free Shares ” means Shares awarded under Part Three of the Schedule;

Holding Period ” means:

 

(a) with respect to an Award of Free Shares or Matching Shares, the period specified by the Company during which those Shares will be held by the Trustee, which must be not less than three years nor more than five years from the Award Date (or such other period(s) as may from time to time be required or permitted under Schedule 2) and must be the same for all Shares in the same Award and cannot be increased once set in relation to an Award; and

 

(b) with respect to Dividend Shares, the period of three years from their Acquisition Date (or such other period as may from time to time be required or permitted under Schedule 2) which must be the same for all Shares in the same Award;

Initial Market Value ” means the Market Value of a Share on the Award Date. Where Shares are subject to restrictions or risk of forfeiture (as that term is defined in paragraph 35(4) of Schedule 2) the Market Value shall be determined as if there were no such restrictions or risk;

ITTOIA ” means the Income Tax (Trading and Other Income) Act 2005;

ITEPA ” means the Income Tax (Earnings and Pensions) Act 2003;

Jointly Owned Company ” means:

 

(a) any company of which 50 per cent. of its issued share capital is owned by the Company and/or any Subsidiary and 50 per cent. of its issued share capital is owned by another person; and

 

(b) any company under the Control of any such jointly owned company;

Market Value ” means on any day:

 

(a) in relation to Free Shares and Matching Shares, if all the relevant Shares in the Award are purchased on the Award Date, the average price paid per Share

 

(b) in relation to Partnership Shares and Dividend Shares, if all the relevant Shares in the Award are purchased on the Acquisition Date, the average price paid per Share;

 

14


(c) if neither (a) or (b) above is applicable, the closing price (as derived from the New York Stock Exchange) of a Share for that Dealing Day.

Matching Shares ” means Shares awarded under Part Four of the Schedule;

Material Interest ” has the meaning given in paragraphs 19 to 24 of Schedule 2;

Member of a Consortium ” has the meaning given in paragraph 99(3) of Schedule 2;

New Shares ” has the meaning given in Rule 10 of Part Two of the Schedule;

New York Stock Exchange ” means the New York Stock Exchange operated by NYSE Euronext, and for the avoidance of doubt shall exclude the NYSE Amex, NYSE Alternext, NYSE Euronext and NYSE Arca exchanges;

NICs ” means National Insurance contributions;

Participant ” means any person to whom an Award has been made, or on whose behalf the Trustee holds Dividend Shares (or other securities);

Participating Company ” means:

 

(a) the Company;

 

(b) any Controlled Company which, pursuant to Clause 7.1, participates in the Plan; and

 

(c) any company which is a Jointly Owned Company and which, pursuant to Clause 7.1, participates in the Plan;

Participation Contract ” means a contract complying with Rule 2 of Part Two of the Schedule;

Partnership Shares ” means Shares acquired by the Trustee on behalf of a Qualifying Employee under Part Four of the Schedule;

Partnership Share Agreemen t” means a contract complying with Rule 1 of Part Four of the Schedule;

Partnership Share Money ” means money deducted from a Participant’s Salary under a Partnership Share Agreement;

PAYE Deduction ” means a deduction required by regulations made under section 684 of ITEPA;

PAYE Regulations ” has the meaning given in section 684(8) of ITEPA;

 

15


Performance Unit ” means any individual, team or divisional or corporate unit the Company may determine with respect to an Award to be made under Rule 1 of Part Three of the Schedule;

Permitted Cessation ” means ceasing to be in Employment because of:

 

(a) injury, ill-health, or disability;

 

(b) Redundancy;

 

(c) a transfer to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 apply;

 

(d) a change of Control or other circumstances in consequence of which the company by which the Participant is employed ceases to be an Associated Company of the Company;

 

(e) retirement on or after reaching Retirement Age; or

 

(f) death;

Plan Shares ” means Free Shares, Partnership Shares, Matching Shares, Dividend Shares and/or, where appropriate, New Shares, which are held by the Trustee on behalf of the Participants to whom they have been awarded or on whose behalf they have been acquired;

Plan Termination Notice ” means a notice issued under paragraph 89(1) of Schedule 2;

Qualifying Corporate Bond ” has the meaning given in section 117 of the Taxation of Chargeable Gains Act 1992;

Qualifying Employee ” means any employee who must be invited to participate in an Award in accordance with Rule 3.2 of Part Two of the Schedule or whom the Committee has decided to invite or has invited to participate in accordance with Rule 3.3 of Part Two of the Schedule;

Qualifying Period ” means the period (if any) determined by the Committee with respect to any operation of the Plan, being, in the case of Free Shares, a period starting not earlier than 18 months before the relevant Award Date, in the case of Partnership Shares or Matching Shares where the Partnership Share Agreement provides for an Accumulation Period a period starting no earlier than six months before the start of the Accumulation Period and in the case of Partnership Shares or Matching Shares where the Partnership Share Agreement does not provide for an Accumulation Period, a period starting no earlier than 18 months before the date on which the relevant Partnership Share Money is deducted;

 

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Redundancy ” has the meaning given in the Employment Rights Act 1996;

Restricted Performance Measures ” means performance measures as defined in Rule 3.3 of Part Three of the Schedule;

Retirement Age ” means 50 years of age;

Salary ” has the meaning given in paragraph 43(4) of Schedule 2 as extended by paragraph 46(4A) of Schedule 2;

Schedule ” means the schedule to the Deed;

Schedule 2 ” means Schedule 2 to ITEPA;

Share ” means a share of the common stock, $0.01 par value per share, of The Hanover which satisfies the conditions specified in Part 4 of Schedule 2;

Share Incentive Plan ” means a share incentive plan approved under Schedule 2 and established by a Connected Company;

Subsidiary ” means a subsidiary as defined in section 1159 of the Companies Act 2006;

Tax Year ” means a year beginning on 6 April and ending on the following 5 April;

The Hanover ” means The Hanover Insurance Group, Inc;

Trustee ” means the trustee referred to in the Deed or such other person or persons resident in the United Kingdom who is or are the trustee or trustees from time to time of the Plan;

Trust Period ” means the period of 80 years beginning with the date of the Deed; and

Unrestricted Performance Measures ” means performance measures as defined in Rule 3.4 of Part Three of the Schedule.

 

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PART TWO

Provisions affecting Plan Shares

 

1 Operation of the Plan/participation on the same terms

 

1.1 Company’s discretion: The Plan shall be operated at the discretion of the Company.

 

1.2 Participation on the same terms: Subject to Rule 3 of Part Three of the Schedule, every Qualifying Employee shall be invited to participate in an Award on the same terms, and those who participate must do so on the same terms.

 

1.3 Permitted factors: The fact that an Award of Free Shares may be by reference to a Qualifying Employee’s remuneration, length of service or hours worked shall not infringe Rule 1.2 unless, where more than one of these factors is applied, paragraph 9(4) of Schedule 2 is not complied with. For the avoidance of doubt, Rule 1.2 shall also not be infringed if an Award of Free Shares is by reference to the lower of a specific percentage of each Qualifying Employee’s remuneration and the maximum permitted by paragraph 35(1) of Schedule 2.

 

2 Participation Contract

 

2.1 Holding period: A Participation Contract (which shall include a Partnership Share Agreement which provides for the award of Matching Shares or the acquisition of Dividend Shares) shall specify, as applicable, the Holding Period for the Free Shares, Matching Shares or Dividend Shares to which the Participation Contract relates and shall, subject to its provisions, bind the Qualifying Employee in contract with the Company:

 

  (a) to permit any Plan Shares which are subject to a Holding Period and awarded to the Qualifying Employee or acquired on the Qualifying Employee’s behalf to remain in the hands of the Trustee throughout the Holding Period applicable to them; and

 

  (b) not to assign, charge or otherwise dispose of the Qualifying Employee’s beneficial interest in any of those Plan Shares during their Holding Period.

A Participant’s obligations with respect to the Holding Period come to an end if during the Holding Period the Participant ceases to be in Employment.

 

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2.2 Forfeiture: A Participation Contract shall, if appropriate, state the extent to which Free Shares or Matching Shares will be forfeited if (other than in the event of Permitted Cessation):

 

  (a) the Participant ceases to be in Employment;

 

  (b) the Participant withdraws the Free Shares or Matching Shares from the Plan; or

 

  (c) in the case of Matching Shares only, the Participant withdraws from the Plan the Partnership Shares in respect of which those Matching Shares were awarded to the Participant,

before the expiry of the period (not exceeding three years) from the Award Date of the relevant Free Shares or Matching Shares specified in the Participation Contract. If any Free Shares or Matching Shares are forfeited, a Participant shall cease to be beneficially entitled to those Shares.

 

3 Eligibility of individuals

 

3.1 Eligibility requirements: Individuals are eligible to participate in an Award only if, on the date(s) set out in paragraph 14 of Schedule 2:

 

  (a) they are employees of a Participating Company;

 

  (b) they have been employees of a qualifying company (within the meaning of paragraph 17 of Schedule 2) at all times during the Qualifying Period; and

 

  (c) they are not ineligible under Rule 4 or Rule 5.

 

3.2 Employees who must be invited to participate in Awards : Individuals shall be eligible to receive an Award of Shares under the Plan if they meet the requirements in Rule 3.1 and are UK resident taxpayers within the meaning of paragraph 8(2) of Schedule 2. In this case they shall be invited to participate in any Awards of Free Shares, Partnership Shares or Matching Shares, and any acquisitions of Dividend Shares.

 

3.3 Employees who may be invited to participate in Awards : The Committee may also invite any other individual who meets the requirements in Rule 3.1 to participate in any Award of Free Shares, Partnership Shares or Matching Shares, and any acquisitions of Dividend Shares.

 

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4 Ineligibility due to participation in other Share Incentive Plans

 

4.1 An individual shall not be eligible to participate in an Award of Free Shares, Partnership Shares or Matching Shares in any Tax Year if the individual is at the same time to participate in an Award of Free Shares, Partnership Shares or Matching Shares under another Share Incentive Plan.

 

4.2 Deemed Participation: For the purposes of Rule 4.1, an individual shall be treated as having participated in a Share Incentive Plan if he would have received Free Shares under that plan but for the failure to meet a performance target.

 

4.3 Successive participation in connected Share Incentive Plans: Where an individual participates in more than one Share Incentive Plan in the same Tax Year, the annual limits below apply as if this Plan and the other Share Incentive Plan(s) were a single plan:

 

  (a) the maximum amount permitted to be awarded as Free Shares for a Participant in any Tax Year provided from time to time in paragraph 35 of Schedule 2;

 

  (b) the maximum amount of Partnership Share Money (or percentage of Salary) permitted for a Participant that may be deducted from a Participant’s Salary in any Tax Year provided from time to time in paragraph 46 of Schedule 2; and

 

  (c) the maximum amount to be reinvested as Dividend Shares permitted for a Participant in respect of any Tax Year provided from time to time in paragraph 64 of Schedule 2.

 

5 Ineligibility due to material interest in close company

 

5.1 Individuals are not eligible to participate in an Award if they have, or within the preceding 12 months have had, a Material Interest in:

 

  (a) a close company whose shares may be appropriated or acquired under the Plan; or

 

  (b) a company which has Control of such a company or is a Member of a Consortium which owns such a company.

 

6 Rights attaching to Plan Shares

Where the Trustee awards or acquires Plan Shares a proportion of which rank for any dividend or other distribution or other rights attaching to Shares by reference to a record date preceding the relevant Award Date or Acquisition Date and a proportion of which do not, the Shares to be awarded to each Qualifying Employee shall, so far as practicable, be in the same proportions of Shares with and without the rights.

 

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7 Rights issues

 

7.1 Instructions to Trustee: Whenever any rights to be allotted, on payment, any shares, securities or rights of any description are granted in respect of Plan Shares, each Participant shall be notified by the Trustee of the rights relating to the Participant’s Plan Shares. Each Participant (or anyone properly authorised) may direct the Trustee and the Trustee may then, in accordance with such directions, do one or more of the following:

 

  (a) subject to the provision by the Participant of any necessary funds, take up or sell all or any of the rights or allow them to lapse; and/or

 

  (b) sell rights nil paid to the extent necessary to enable the Trustee to subscribe in full for the balance of any unsold rights.

The Participant’s directions may be of particular or general application and may relate to Plan Shares awarded before or after the date of the rights issue.

 

7.2 Period for giving directions: The Trustee shall act upon any such directions received by it not less than five Dealing Days before the expiry of the period allowed for the exercise of any such rights. If any Participant has not by that time given directions to the Trustee with regard to those rights and, if appropriate, provided any funds necessary for the purpose, the Trustee shall allow the rights to lapse. Any Capital Receipt received in consequence of the non-exercise or sale of any rights shall be dealt with by the Trustee in accordance with Clause 11.5 of the Deed.

 

7.3 New Shares: Any shares, securities or rights taken up by the Trustee on behalf of any Participant under Rule 7.1(b) shall, subject to Rule 12 and provided that the right to so take up shares, securities or other rights was conferred in respect of all the ordinary shares in The Hanover, form part of the Participant’s Plan Shares and shall be deemed to have been awarded to or acquired on behalf of the Participant in the same way and at the same time as the Participant’s Plan Shares in respect of which they were allotted.

 

7.4 Trustee’s indemnity: Nothing in this Rule shall require the Trustee to act in any manner which would involve it in any liability unless indemnified to its satisfaction by the Participant against such liability.

 

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8 Capitalisation issues

Where any Shares are allotted by way of capitalisation to the Trustee in respect of any Participant’s Plan Shares, those Shares shall form part of that Participant’s Plan Shares and be deemed to have been awarded to, or acquired on behalf of, the Participant in the same way and at the same time as the Participant’s Plan Shares in respect of which they are allotted.

 

9 Corporate reconstruction

 

9.1 Corporate reconstruction: This Rule applies if there occurs in relation to any of a Participant’s Plan Shares (the “ Original Shares ”) a transaction:

 

  (a) which results in a new holding (the “ New Holding ”) being equated with the Original Shares for the purposes of capital gains tax; or

 

  (b) which would have that result but for the fact that what would be the new holding consists of or includes a Qualifying Corporate Bond.

Such a transaction is referred to in this Plan as a Corporate Reconstruction.

 

9.2 Excluded Shares: If, as part of a Corporate Reconstruction, any:

 

  (a) redeemable shares or securities issued as mentioned in paragraph C or D in section 1000(1)A of the Corporation Tax Act 2010; or

 

  (b) share capital issued in circumstances such that section 1022(3) of the Corporation Tax Act 2010 applies; or

 

  (c) share capital to which section 410 of ITTOIA applies, that is issued in a case where subsection (2) or (3) of that section applies,

is/are issued (and in respect of which a charge to income tax arises) those shares shall not form part of the New Holding for the purposes of this Rule.

 

9.3 New Shares: In this Rule “ New Shares ” means, subject to Rule 9.2, shares comprised in the New Holding which were issued in respect of, or otherwise represent, the Original Shares.

 

9.4 Effect on the Original Shares: For the purposes of the Plan:

 

  (a) a Corporate Reconstruction shall be treated as not involving a disposal of the Original Shares;

 

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  (b) the date on which any New Shares are to be treated as having been awarded to or acquired on behalf of a Participant shall be that on which the Participant’s Original Shares were so awarded or acquired;

 

  (c) the conditions in Part 4 (types of share that may be used) of Schedule 2 shall be treated as fulfilled with respect to any New Shares if they were (or were treated as) fulfilled with respect to the Original Shares; and

 

  (d) the provisions of Chapter 6, Part 7 of ITEPA shall apply in relation to the New Shares as they would have applied to the Original Shares.

 

9.5 References to Plan Shares: Following a Corporate Reconstruction, references to a Participant’s Plan Shares shall be construed, subject to the above provisions, as being or, as the case may be, as including, references to any New Shares.

 

10 Events during Holding Period

A Participant may during the Holding Period of any of the Participant’s Plan Shares direct the Trustee to:

 

  (a) accept an offer for those Plan Shares (the “ Original Shares ”) if such acceptance will result in a new holding being equated with the Original Shares for the purposes of capital gains tax;

 

  (b) accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for those Plan Shares if the offer forms part of a general offer as mentioned in Rule 10(c) below;

 

  (c) accept an offer of cash, with or without other assets, for those Plan Shares if the offer forms part of a general offer which is made to holders of shares of the same class as the Participant’s or to holders of shares in the same company and which is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of that company, within the meaning of sections 450 and 451 of the Corporation Tax Act 2010; or

 

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  (d) agree to a transaction affecting those Plan Shares or those of them which are of a particular class, if the transaction would be entered into as a result of a compromise, arrangement or scheme applicable to or affecting:

 

  (i) all the ordinary share capital of the company or, as the case may be, all the shares of the class in question; or

 

  (ii) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a Share Incentive Plan.

 

11 Fractional entitlements

 

11.1 Proportionate allocation: Where the Trustee receives additional rights or securities in respect of Plan Shares under a capitalisation or rights issue or similar offer or invitation, the Trustee shall allocate those rights or securities amongst the Participants concerned on a proportionate basis. If that allocation gives rise to a fraction of a security or of a transferable unit of a security (in this Rule, “ unit ”), the Trustee shall round the allocation down to the next whole unit and aggregate the fractions not allocated. The Trustee shall use its best endeavours to sell any rights or units which are not allocated and distribute the net proceeds of sale (after deducting from them any expenses of sale and any taxation which may be payable in respect of them) proportionately among the Participants whose allocations were rounded down, but so that any sum of less than £3 otherwise distributable to a particular Participant may be retained by the Trustee and used for the purposes of the Plan.

 

11.2 Allocation by reference to time of Award: In any circumstances in which the Trustee receives New Shares which form part of a Participant’s Plan Shares, the Trustee shall allocate the New Shares to the Participant by reference to the relative times of award or acquisition of the Participant’s Plan Shares to which they relate. If that allocation gives rise to a fraction of a New Share, the Trustee shall round the allocation up or down to the next whole unit as it, in its discretion, thinks fit.

 

12 Transfer of Plan Shares

 

12.1 Transfer at request of Participant: Subject to Clause 11.3 of the Deed, the Trustee shall, as soon as practicable after it is required to do so under the Plan, transfer the legal title to any Plan Shares it holds on behalf of that Participant into the name of the relevant Participant (or the Participant’s nominee).

 

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12.2 Transfer following cessation of employment: The Company may decide that the Plan will operate on the basis that if a Participant ceases to be in Employment for any reason, the Trustee will transfer the Plan Shares to the Participant or as the Participant may direct (or, if the Participant has died, to the Participant’s personal representatives) as soon as reasonably practicable. If no such decision is made, the Participant’s Plan Shares will cease to be subject to the Plan but will be held by the Trustee until directed otherwise by the Participant.

 

13 Transfer expenses

Any expenses (including stamp duty) involved in any transfer of Shares by the Trustee shall be payable:

 

  (a) in the case of a transfer into the name of a Participant, by the Trustee (and reimbursed by the Company); and

 

  (b) in any other case, by the transferee.

 

14 Notices and documents sent to shareholders

 

14.1 Notices to Trustee or Company: Any notice or other communication to be given to the Trustee, the Company or other duly appointed agent under or in connection with the Plan shall only be delivered or sent to the relevant registered office (or such other place as the Committee or duly appointed agent may from time to time decide and notify to the Qualifying Employees and Participants), and shall be effective upon receipt.

 

14.2 Notices to Qualifying Employee or Participant: Any notice or other communication to be given to a Qualifying Employee or Participant under or in connection with the Plan may be:

 

  (a) delivered or sent by post to the Qualifying Employee or Participant at that person’s home address according to the current records of the relevant Participating Company;

 

  (b) sent by e-mail or fax to any e-mail address or fax number which according to the current records of the relevant Participating Company is used by that person; or

 

  (c) delivered to the Qualifying Employee or Participant by uploading a copy of the notice or other communication to the relevant Company’s internal intranet site and notifying the Qualifying Employee or Participant of this fact in any of the manners outlined above,

or in the case of (a) and (b) above, such other address which the Committee considers appropriate.

 

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Notices sent by post under this Rule 14.2 shall be deemed to have been given on the second day after the date of posting. However, notices sent to a Qualifying Employee or Participant who is working overseas shall be deemed to have been given on the seventh day after the date of posting. Notices sent by e-mail shall be deemed to have been given when sent (unless the sender is notified that the e-mail is undeliverable), and notices sent by fax shall be deemed to have been given on the day after sending. Notices delivered by uploading the notice or other communication to the relevant Company’s internal intranet site shall be deemed to have been given when the notice notifying the Qualifying Employee or Participant of the upload is deemed to have been given.

 

15 Disputes

The decision of the Committee on any dispute or question affecting any Qualifying Employee or Participant under the Plan shall be final and conclusive.

 

16 Terms of Employment

 

16.1 The rights and obligations of an individual under the terms and conditions of the individual’s office or employment shall not be affected by the individual’s participation in the Plan or any right the individual may have to participate in the Plan. An individual who participates in the Plan waives all and any rights to compensation or damages in consequence of the termination of that individual’s office or employment with any company for any reason whatsoever - whether lawful or unlawful - insofar as those rights arise, or may arise, from ceasing to have rights under or to be entitled to the Shares under the Plan as a result of such termination or from the loss or diminution in value of such rights or entitlements. If necessary, the individual’s terms of employment shall be varied accordingly.

 

16.2 Nothing in this Plan will confer any benefit on a person who is not a Participant and no such third party will have any rights under the Contracts (Rights to Third Parties) Act 1999 to enforce any term of this Plan but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

 

16.3 By participating in the Plan a Participant agrees to the holding of information about him by The Hanover, the Company and the Trustee, and he authorises The Hanover, the Company, the Trustee and their respective agents and advisers to use such information according to these rules for the purposes of the Plan. Each Participant further agrees that data concerning his participation may be processed by agents of The Hanover, the Company or the Trustee wherever located and where necessary transmitted outside of the UK.

 

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17 Pensionable Entitlement

Neither the grant of an Award nor any benefit which may accrue from an Award shall form part of an individual’s pensionable remuneration for the purposes of any pension plan or similar arrangement which may be operated by any Participating Company.

 

18 Forfeiture

 

18.1 On cessation of Employment: The Committee may decide on or prior to an Award Date that if a Participant ceases to be in Employment within a period (not exceeding 3 years) following the Award Date for a reason other than Permitted Cessation, the Participant will lose the entitlement to Free Shares or Matching Shares but not any related Dividend Shares. The period and the reason for leaving as determined by the Committee may be different for Free Shares and Matching Shares but must be the same for all Shares included in the same Award.

 

18.2 On withdrawal of Free Shares or Matching Shares: The Committee may decide on or prior to an Award Date that if a Participant withdraws (within the meaning of paragraph 96 of Schedule 2) Free Shares or Matching Shares from the Plan within a period (not exceeding 3 years) following their Award Date, the Participant will lose the entitlement to the relevant Free Shares or Matching Shares. The period determined by the Committee may be different for Free Shares and Matching Shares but must be the same for all Shares included in the same Award.

 

18.3 On withdrawal of Partnership Shares: The Committee may decide on or prior to an Acquisition Date that if a Participant withdraws (within the meaning of paragraph 96 of Schedule 2) Partnership Shares from the Plan within a period (not exceeding 3 years) following their Acquisition Date, the Participant will lose the entitlement to any Matching Shares awarded in respect of those Partnership Shares. The period determined by the Committee must be the same for each Award of Matching Shares.

 

18.4 Effect of forfeiture: Where a Participant loses any entitlement to Shares under this Rule, the Trustee will hold those Shares on general trust for the purposes of the Plan pursuant to Clause 2.5 of the Deed.

 

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PART THREE

Free Shares

 

1 Invitation to participate

If the Company resolves that an Award of Free Shares shall be made, it shall invite every Qualifying Employee who is not at that time a party to a Participation Contract to participate by issuing to the Qualifying Employee a Participation Contract. To consent to an Award of Free Shares, a Qualifying Employee must return the Participation Contract duly completed by the date specified in it. If the Company does not receive a Participation Contract from a Qualifying Employee by the specified date, that Qualifying Employee shall be deemed to have declined to participate in the Plan at that time. The Company shall specify the Holding Period for the Free Shares to be awarded on an Award Date.

 

2 Maximum value of Free Shares awarded

The maximum aggregate Initial Market Value of the Free Shares awarded to a Qualifying Employee in any Tax Year shall not exceed the maximum amount permitted by paragraph 35(1) of Schedule 2 from time to time (currently £3,000).

 

3 Performance measures and targets

 

3.1 Award may be subject to performance measures: An Award of Free Shares may be made subject to performance measures and targets as provided for under this Rule 3.

 

3.2 Requirements as to performance measures: If any Award of Free Shares under the Plan is to be made subject to performance measures they must be:

 

  (a) applied to all persons who are Qualifying Employees in respect of that Award;

 

  (b) based on business results or other objective criteria;

 

  (c) fair and objective measures of the performance of the Performance Units to which they apply;

 

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  (d) set for Performance Units such that no Qualifying Employee is a member of more than one Performance Unit; and

 

  (e) either Restricted Performance Measures or Unrestricted Performance Measures.

 

3.3 Restricted Performance Measures: If the Company decides to award Free Shares by reference to Restricted Performance Measures, at least 20 per cent. of the Free Shares to be awarded must be awarded without reference to performance measures and shall be awarded on the same terms as required by Rule 1 of Part Two of the Schedule. The remaining Free Shares shall be awarded subject to performance measures but so that the highest Award made to a Qualifying Employee by reference to performance measures shall be no more than four times the highest Award to a Qualifying Employee without reference to performance measures. The Free Shares awarded by reference to performance measures need not comply with the same terms requirement in Rule 1 of Part Two of the Schedule.

 

3.4 Unrestricted Performance Measures: If the Company decides to award Free Shares by reference to Unrestricted Performance Measures some or all of the Free Shares shall be awarded by reference to performance measures but so that:

 

  (a) Awards of Free Shares to Qualifying Employees who are members of the same Performance Unit shall be made on the same terms as required by Rule 1 of Part Two of the Schedule; and

 

  (b) Free Shares awarded for each Performance Unit shall be treated as separate Awards.

 

3.5 Company’s obligation to notify: If Free Shares are to be awarded subject to performance measures and targets the Company must, as soon as reasonably practicable, notify:

 

  (a) each Qualifying Employee participating in the Award of the performance measures and targets which will be used to determine the number or value of Free Shares awarded to the Qualifying Employee; and

 

  (b) all Qualifying Employees in general terms of the performance measures which will be used to determine the number or value of Free Shares to be awarded to each Qualifying Employee participating in the Award.

 

3.6 Confidential information: In fulfilling its obligations under Rule 3.5(b) above, the Company shall not be obliged to disclose any information which it reasonably considers would prejudice commercial confidentiality.

 

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4 Basis of Award

 

4.1 Free Shares - no performance measures: Free Shares to be awarded to Qualifying Employees without performance measures shall be awarded on a basis determined by the Committee but so that such basis complies with Rule 1 of Part Two of the Schedule.

 

4.2 Free Shares - performance measures: The Committee shall determine in respect of any Award of Free Shares to be made subject to performance measures: (a) the Performance Units for that Award, (b) the performance measures and targets, and (c) whether the performance measures are to be Restricted Performance Measures or Unrestricted Performance Measures.

 

5 Transfer of legal title

Subject to Clause 11.3 of the Deed, after the end of a Holding Period the Participant may at any time direct the Trustee to transfer legal title of the Participant’s Free Shares to him (or his nominee).

 

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PART FOUR

Partnership Shares and Matching Shares

 

1 Invitations

 

1.1 Invitations to Qualifying Employees: If the Committee decides to make the opportunity to acquire Partnership Shares available, each Qualifying Employee will be sent a Partnership Share Agreement under which:

 

  (a) the Qualifying Employee will authorise the Company to deduct part of that Qualifying Employee’s Salary for the purchase of Partnership Shares; and

 

  (b) the Company will agree to arrange for Partnership Shares to be acquired on behalf of the Qualifying Employee in accordance with the Plan.

To take the opportunity to acquire Partnership Shares, a Qualifying Employee must return the Partnership Share Agreement duly completed by the date specified in it. If the Company does not receive a Partnership Share Agreement from a Qualifying Employee by the specified date, that Qualifying Employee shall be deemed to have declined to acquire Partnership Shares at that time.

 

1.2 Maximum Deductions from Salary: The Partnership Share Agreement must stipulate the maximum amount of Partnership Share Money (or percentage of Salary) that may be applied in acquiring Partnership Shares and, if applicable, the intervals at which deductions are to be made from the Participant’s Salary for this purpose, but so that the maximum amount does not exceed the amount permitted from time to time by paragraph 46(1) of Schedule 2 and does not in any event, in any Tax Year, exceed ten per cent. of the Participant’s Salary for that Tax Year. Any Partnership Share Money deducted in excess of these limits will be repaid to the Participant (subject to deduction of income tax and NICs, as appropriate) as soon as practicable.

 

1.3 Minimum Deductions from Salary: The Partnership Share Agreement in respect of any invitation may also stipulate that the minimum amount to be deducted thereunder on any occasion in pursuance of that agreement must not be less than a specified amount which must not be greater than £10.

 

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1.4 Prescribed Notice: The Partnership Share Agreement must contain a notice in a prescribed form in compliance with paragraph 48 of Schedule 2 (notice of possible effect of deductions on benefit entitlement).

 

2 Partnership Share Money

 

2.1 Any Partnership Share Money shall be paid to the Trustee as soon as practicable following its deduction under a Partnership Share Agreement and shall be held by the Trustee on that Participant’s behalf pending its application in accordance with Rule 3.1 or 4.3 of this Part Four, as appropriate, in an account (interest bearing or otherwise) with:

 

  (a) a person falling within section 991(2)(b) of the Income Tax Act 2007;

 

  (b) a building society; or

 

  (c) a firm falling within section 991(2)(c) of the Income Tax Act 2007.

 

2.2 The Committee shall determine and inform the Trustee of whether the account will be interest bearing.

 

2.3 If the Partnership Share Money held on behalf of a Participant is held in an interest bearing account, the Trustee shall account for the interest to the Participant.

 

2.4 The Trustee must pay to a Participant any Partnership Share Money it holds on behalf of the Participant if, before acquiring Partnership Shares on behalf of the Participant, HMRC notifies the Company that it has withdrawn approval of the Plan under Schedule 2. Repayment of the Partnership Share Money to the Participant must be made as soon as practicable after notice of the withdrawal of approval is given to the Company.

 

3 No Accumulation Period

 

3.1 Acquisition of Shares: Any Partnership Share Money deducted under a Partnership Share Agreement with no Accumulation Period will be applied by the Trustee in acquiring Partnership Shares on a date set by the Trustee which is within 30 days after the last deduction of Partnership Share Money in relation to the award is made. The number of Shares acquired on behalf of a Participant shall be determined by reference to the Market Value of the Shares on the Acquisition Date.

 

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3.2 Surplus Partnership Share Money: Any surplus Partnership Share Money remaining after the acquisition of Partnership Shares may, with the agreement of the Participant (which may be provided for in the Partnership Share Agreement), be carried forward and added to the next deduction of Salary. In any other case, it must be paid over to the Participant (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

 

4 Accumulation Period

 

4.1 Accumulation Period: If the Committee decides to offer an Accumulation Period in respect of an invitation to acquire Partnership Shares, the Partnership Share Agreement must specify:

 

  (a) the length of the Accumulation Period (which cannot exceed twelve months or, if different, any period specified from time to time in paragraph 51(1) of Schedule 2);

 

  (b) when the Accumulation Period starts (which may not be later than the date on which the first deduction of Salary is made under that agreement); and

 

  (c) when the Accumulation Period ends and whether the Accumulation Period will come to an end before then on the occurrence of specified event(s).

The same Accumulation Period must apply to all Participants for each operation of the Plan.

 

4.2 Transaction resulting in a new holding: If, during an Accumulation Period, a transaction occurs in relation to any Shares (the “ original holding ”) to be acquired under a Partnership Share Agreement which results in a new holding of shares (the “ new holding ”) being equated with the original holding for the purposes of capital gains tax and the Participant so consents, the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding. By signing the Partnership Share Agreement, a Participant agrees to the acquisition of such shares.

 

4.3 Acquisition of Shares: Subject to Rule 4.5, the Partnership Share Money deducted in respect of a Participant during an Accumulation Period must be applied by the Trustee in acquiring Partnership Shares on behalf of that Participant on a date set by the Trustee which is within 30 days after the end of that Accumulation Period. The number of Shares acquired on behalf of a Participant will be determined by reference to the lower of:

 

  (a) the Market Value of the Shares at the beginning of the Accumulation Period; and

 

  (b) the Market Value of the Shares on their Acquisition Date.

 

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4.4 Surplus Partnership Share Money: Any surplus Partnership Share Money remaining after the acquisition of Partnership Shares by the Trustee may, with the agreement of the Participant (which may be provided for in the Partnership Share Agreement), be carried forward to the next Accumulation Period. In any other case, it must be paid over to the Participant (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

 

4.5 Repayment of Partnership Share Money: In any case where Partnership Share Money has been deducted in an Accumulation Period and the Participant ceases to be in Employment during that Accumulation Period, the Partnership Share Money deducted in that Accumulation Period must be paid over to the Participant (subject to deduction of income tax under PAYE and NICs as appropriate) as soon as practicable. The Partnership Share Agreement may provide that when the Accumulation Period comes to an end on the occurrence of an event specified in the Agreement, the Partnership Share Money deducted in that Accumulation Period must be paid over to the Participant (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

 

5 Stopping and re-starting deductions

 

5.1 Stopping deductions: A Participant may at any time after entering into a Partnership Share Agreement give notice in writing to the Company, addressed to the Participant’s relevant HR manager, to stop deductions under that agreement.

 

5.2 Re-starting deductions: A Participant who has stopped deductions under a Partnership Share Agreement may subsequently give notice in writing to the Company to re-start deductions under that agreement. However:

 

  (a) any deductions that have been missed may not be made up; and

 

  (b) where the deductions are made during an Accumulation Period, the Partnership Share Agreement may prevent a Participant from restarting deductions more than once in that Accumulation Period.

 

5.3 Termination of Partnership Share Agreement: A Participant may terminate his Partnership Share Agreement at any time by giving notice in writing to the Company. Where a Participant terminates his Partnership Share Agreement, no further deductions shall be made thereunder and any Partnership Share Money held on the Participant’s behalf shall be paid over to the Participant (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.

 

5.4

Effect of notice under Rules 5.1 , 5.2 and 5.3: Unless a later date is specified in any notice given under Rule 5.1 or 5.3 above, the Company must give effect to such a notice within 30 days of

 

34


  receiving it. Unless a later date is specified in a notice given under Rule 5.2 above, the Company must re-start deductions under the Partnership Share Agreement no later than the date of the first deduction due under the Partnership Share Agreement more than 30 days after receipt of the notice.

 

6 Withdrawal of Partnership Shares

A Participant may withdraw Partnership Shares from the Plan at any time.

 

7 Number of Partnership Shares which can be acquired

 

7.1 Limit specified at time of invitation: The Company may specify at the time of making an invitation under Rule 1 the maximum number of Partnership Shares which can be acquired on behalf of Qualifying Employees in respect of that invitation. The Partnership Share Agreement shall contain an undertaking by the Company to notify each Participant of any restriction on the number of Shares to be acquired:

 

  (a) if there is no Accumulation Period, before the deduction of any Partnership Share Money under the Partnership Share Agreement; or

 

  (b) if there is an Accumulation Period, before the beginning of the Accumulation Period under that Partnership Share Agreement.

 

7.2 Scaling down: If the Company receives applications for Partnership Shares in excess of the maximum number of Partnership Shares specified in respect of that invitation under Rule 7.1, then the following steps shall be taken in sequence until the excess number is eliminated:

 

  (a) the excess of the deduction chosen by each Participant over the amount stipulated under Rule 1.3 shall be reduced pro rata;

 

  (b) all deductions shall be reduced to the amount stipulated under Rule 1.3; and

 

  (c) Partnership Share Agreements shall be selected by lot, each based on a deduction of the amount stipulated under Rule 1.3.

 

7.3 Modification/withdrawal and notification: If Rule 7.2 applies, each Partnership Share Agreement shall be deemed to have been modified or withdrawn in accordance with Rule 7.2 and each Participant shall be notified accordingly.

 

35


8 Matching Shares

 

8.1 Terms of Matching Shares: Matching Shares shall:

 

  (a) be Shares of the same class and carry the same rights as the Partnership Shares to which they relate;

 

  (b) be awarded on the same day as the Partnership Shares to which they relate are acquired on behalf of the Participant;

 

  (c) in respect of any Award, be awarded to all Participants on exactly the same basis; and

 

  (d) be subject to the Holding Period as specified in the Partnership Share Agreement.

 

8.2 Ratio of Matching Shares to Partnership Shares: The Partnership Share Agreement under which Matching Shares are offered must specify the ratio of Matching Shares to Partnership Shares for the time being offered by the Company and the circumstances and manner in which the ratio may be changed by the Company. The ratio must not exceed 2:1 (or such other ratio permitted by paragraph 60(2) of Schedule 2 from time to time) and must be applied by reference to the number of Shares. The Participant must be informed by the Company if the ratio offered by the Company changes before Partnership Shares are acquired on that Participant’s behalf under the relevant Partnership Share Agreement.

 

8.3 Transfer of legal title: Subject to Clause 11.3 of the Deed, after the end of a Holding Period the Participant may at any time direct the Trustee to transfer legal title of the Participant’s Matching Shares to him (or his nominee).

 

36


PART FIVE

Reinvestment of cash dividends

 

1 Permitted reinvestment

 

1.1 Mandatory or voluntary reinvestment: At the time of operating Part Three or Part Four of the Schedule, the Company may decide that, subject to Rule 2 below, all cash dividends paid in respect of any Plan Shares awarded or acquired on behalf of a Participant as a consequence of that operation must either:

 

  (a) be applied in acquiring Dividend Shares on behalf of the Participant; or

 

  (b) be applied in acquiring Dividend Shares on behalf only of Participants who elect to reinvest those dividends.

 

1.2 Dividend Shares/Holding Period: Dividend Shares shall be shares of the same class and carry the same rights as the Shares to which the cash dividend relates and may not be subject to forfeiture. The Holding Period for Dividend Shares shall be three years from their Acquisition Date. During the Holding Period, the Participant shall be bound by the terms of the Participant’s Participation Contract with the Company to permit any Dividend Shares acquired on the Participant’s behalf to remain in the hands of the Trustee and (subject to clause 8 of the Deed) not to assign, charge or otherwise dispose of the Participant’s beneficial interest in such Dividend Shares.

 

2 Limit on dividend reinvested

 

2.1 Maximum amount reinvested: The amount applied under this Plan and any other Share Incentive Plan in acquiring Dividend Shares for a Participant shall not exceed £1,500 in any Tax Year (or such other amount as may be permitted from time to time under paragraph 64(1) of Schedule 2).

 

2.2 Surplus cash dividend: If the amount of cash dividend received by the Trustee in respect of a Participant’s Plan Shares exceeds the limit specified in Rule 2.1 above for that Participant in any Tax Year, the excess of the cash dividend must be paid over to the Participant as soon as practicable.

 

37


3 Acquisition of Dividend Shares

 

3.1 Time of acquisition: Subject to Rule 3.3, the Trustee must apply a cash dividend paid in respect of Plan Shares that is to be reinvested in acquiring Dividend Shares on a date which is within 30 days after the date on which the cash dividend is received by it. The Trustee must, in exercising its powers in relation to the acquisition of Dividend Shares, treat Participants fairly and equally and may, for these purposes, use any unappropriated Shares that it holds.

 

3.2 Number of Dividend Shares acquired: The number of Dividend Shares acquired on behalf of a Participant shall be determined in accordance with the Market Value of those Shares on their Acquisition Date.

 

3.3 Carry forward of uninvested amounts: Any cash dividend available for reinvestment that is not reinvested either because the amount of the dividend is insufficient to acquire a Dividend Share or because there is an amount remaining after acquiring one or more Dividend Shares on behalf of a Participant may be retained by the Trustee and carried forward and added to the amount of the next cash dividend to be reinvested for that Participant, but shall be held by the Trustee so as to be separately identifiable. However, any such amount retained by the Trustee must be paid over to the Participant as soon as practicable:

 

  (a) if or to the extent that it is not reinvested within the period of three years beginning with the date on which the dividend was paid;

 

  (b) if the Participant ceases to be in Employment prior to its reinvestment; or

 

  (c) if a Plan Termination Notice is issued prior to its reinvestment.

For the purposes of this Rule, an amount of cash dividend carried forward from an earlier cash dividend shall be treated as reinvested before an amount derived from a later cash dividend.

 

3.4 Terms of Dividend Shares: Dividend Shares shall:

 

  (a) be Shares of the same class and carry the same rights as the Shares in respect of which the dividend is paid;

 

  (b) not be subject to forfeiture; and

 

  (c) be subject to the Holding Period.

 

38


4 Transfer of legal title

After the end of a Holding Period the Participant may at any time direct the Trustee to transfer legal title of the Participant’s Dividend Shares to him (or his nominee).

 

39


PART SIX

Deed of Adherence

THIS DEED is made the      day of                     

BETWEEN

 

(1) CHAUCER HOLDINGS PLC , registration number 02847982, whose registered office is situated at Plantation Place, 30 Fenchurch Street, London EC3M 3AD (the “ Company ”); and

 

(2) EQUINITI SHARE PLAN TRUSTEES LIMITED , registration number 03925002, whose registered office is situated at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA (the “ Trustee ”); and

 

(3) [ ] , registration number [ ], whose registered office is situated at [ ] (the “ New Participating Company ”).

WHEREAS

 

(A) This Deed is supplemental to a Deed dated [ ] and made between the Company and the Trustee (hereinafter called the “ Principal Deed ”) whereby the Company established The Chaucer Share Incentive Plan (hereinafter called the “ Plan ”).

 

(B) The New Participating Company is controlled by the Company within the meaning of section 995 of the Income Tax Act 2007.

 

(C) In pursuance of Clause 7.1 of the Principal Deed, the Company has agreed that, subject to it entering into this Deed of Adherence, the New Participating Company shall become a Participating Company as defined in the Principal Deed.

NOW THIS DEED WITNESSES as follows:

 

1 The Company hereby agrees that the New Participating Company shall be a Participating Company.

 

40


2 The New Participating Company hereby covenants with the Company and with the Trustee that it will observe and perform all covenants, conditions and provisions contained in the Principal Deed and all the provisions of the Plan applicable to Participating Companies.

IN WITNESS whereof this Deed has been executed and delivered as a deed by the parties on the date which first appears on page 1.

 

EXECUTED as a DEED   )  
by CHAUCER HOLDINGS PLC   )  
acting by                                         , a director   )  
and                                          , [a director/its secretary]   )  

 

    Director
   

 

    [Director/Secretary]
EXECUTED as a DEED   )  
by EQUINITI SHARE PLAN TRUSTEES LIMITED   )  
acting by                                         , a director   )  
and                                          , [a director/an authorised signatory]   )  

 

Director

   

 

    [Director/Authorised Signatory]
EXECUTED as a DEED   )  
by [NEW PARTICIPATING COMPANY]   )  
acting by                                         , a director   )  
and                                         , [a director/its secretary]   )  

 

    Director
   

 

    [Director/Secretary]

 

41


IN WITNESS whereof this Deed has been executed and delivered as a deed by the parties on the date which first appears on page 1.

 

EXECUTED as a DEED   )  
by CHAUCER HOLDINGS PLC   )  
acting by                                         , a director   )  
and                                         , [a director/its secretary]   )  

 

    Director
   

 

    [Director/Secretary]
EXECUTED as a DEED   )  
by EQUINITI SHARE PLAN TRUSTEES LIMITED   )  
acting by                                         , a director   )  
and                                         , [a director/an authorised signatory]   )  

 

    Director
   

 

    [Director/Authorised Signatory]

 

42

Exhibit 31.1

CERTIFICATION AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Frederick H. Eppinger, Jr., certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of The Hanover Insurance Group, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2011

/s/ Frederick H. Eppinger, Jr.

Frederick H. Eppinger, Jr.

President, Chief Executive Officer

and Director

Exhibit 31.2

CERTIFICATION AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, David B. Greenfield, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of The Hanover Insurance Group, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2011

/s/ David B. Greenfield

David B. Greenfield

Executive Vice President,

Chief Financial Officer and

Principal Accounting Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as President, Chief Executive Officer and Director of The Hanover Insurance Group, Inc. (the “Company”), does hereby certify that to the undersigned’s knowledge:

 

  1) the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2) the information contained in the Company’s Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/    Frederick H. Eppinger, Jr.         

Frederick H. Eppinger, Jr.

President, Chief Executive Officer

and Director

Dated: November 8, 2011

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Executive Vice President, Chief Financial Officer and Principal Accounting Officer of The Hanover Insurance Group, Inc. (the “Company”), does hereby certify that to the undersigned’s knowledge:

 

  1) the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2) the information contained in the Company’s Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/    David B. Greenfield         

David B. Greenfield

Executive Vice President,

Chief Financial Officer and

Principal Accounting Officer

Dated: November 8, 2011