Edgar Filing: HANOVER INSURANCE GROUP, INC.

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2007

¨	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)

(Former name, former address and former fiscal year, if changed since last report)

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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 51,920,837 shares of common stock outstanding, as of November 1, 2007.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Statements of Income	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Shareholders’ Equity	5
	Consolidated Statements of Comprehensive Income	6
	Consolidated Statements of Cash Flows	7
	Notes to Interim Consolidated Financial Statements	8-23

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24-58

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59

Item 4.	Controls and Procedures	59

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	60-61

Item 1A.	Risk Factors	62-64

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65

Item 5.	Other Information	65

Item 6.	Exhibits	66

SIGNATURES		67

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

THE HANOVER INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF INCOME


	(Unaudited) Quarter Ended September 30,						(Unaudited) Nine Months Ended September 30,
(In millions, except per share data)	2007			2006			2007		2006
Revenues
Premiums	$	600.4		$	568.2		$	1,798.1	$	1,682.4
Net investment income		81.4			78.3			241.9		237.8
Net realized investment (losses) gains		(1.2	)		2.1			1.9		10.6
Fees and other income		14.5			22.6			42.7		58.8

Total revenues		695.1			671.2			2,084.6		1,989.6

Benefits, losses and expenses
Policy benefits, claims, losses and loss adjustment expenses		393.1			399.5			1,160.8		1,114.8
Policy acquisition expenses		132.6			121.7			390.0		352.8
Other operating expenses		91.6			106.7			274.6		315.0

Total benefits, losses and expenses		617.3			627.9			1,825.4		1,782.6

Income before federal income taxes		77.8			43.3			259.2		207.0

Federal income tax expense (benefit):
Current		11.5			(4.5	)		47.3		18.3
Deferred		13.3			19.3			35.6		46.5

Total federal income tax expense		24.8			14.8			82.9		64.8

Income from continuing operations		53.0			28.5			176.3		142.2
Discontinued operations (See Note 3):
Gain (loss) on disposal of variable life insurance and annuity business (net of income tax (expense) benefit of $(2.5) for the quarter ended September 30, 2006 and $0.2 and $5.3 for the nine months ended September 30, 2007 and 2006)		0.1			(2.9	)		0.2		(25.8	)
Gain on sale of Financial Profiles, Inc. (net of income tax expense of $1.2 for the quarter and nine months ended September 30, 2006)		0.8			7.8			0.8		7.8

Income before cumulative effect of change in accounting principle		53.9			33.4			177.3		124.2
Cumulative effect of change in accounting principle (net of income tax expense of $0.3)		—			—			—		0.6

Net income	$	53.9		$	33.4		$	177.3	$	124.8

PER SHARE DATA
Basic
Income from continuing operations	$	1.02		$	0.56		$	3.42	$	2.75
Discontinued operations:
Loss on disposal of variable life insurance and annuity business (net of income tax (expense) benefit of $(0.05) and $0.10 for the quarter and nine months ended September 30, 2006)		—			(0.05	)		—		(0.49	)
Gain on sale of Financial Profiles, Inc. (net of income tax expense of $0.02 for the quarter and nine months ended September 30, 2006)		0.02			0.15			0.02		0.15

Income before cumulative effect of change in accounting principle		1.04			0.66			3.44		2.41
Cumulative effect of change in accounting principle		—			—			—		0.01

Net income per share	$	1.04		$	0.66		$	3.44	$	2.42

Weighted average shares outstanding		51.8			50.9			51.6		51.7

Diluted
Income from continuing operations	$	1.01		$	0.56		$	3.37	$	2.73
Discontinued operations:
Loss on disposal of variable life insurance and annuity business (net of income tax (expense) benefit of $(0.05) and $0.10 for the quarter and nine months ended September 30, 2006)		—			(0.06	)		—		(0.49	)
Gain on sale of Financial Profiles, Inc. (net of income tax expense of $0.02 for the quarter and nine months ended September 30, 2006)		0.02			0.15			0.02		0.14

Income before cumulative effect of change in accounting principle		1.03			0.65			3.39		2.38
Cumulative effect of change in accounting principle		—			—			—		0.01

Net income per share	$	1.03		$	0.65		$	3.39	$	2.39

Weighted average shares outstanding		52.5			51.3			52.3		52.2

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

THE HANOVER INSURANCE GROUP, INC.

CONSOLIDATED BALANCE SHEETS


(In millions, except per share data)	(Unaudited) September 30, 2007			December 31, 2006
ASSETS
Investments:
Fixed maturities, at fair value (amortized cost of $5,746.0 and $5,643.2)	$	5,709.2		$	5,629.0
Equity securities, at fair value (cost of $27.4 and $11.6)		35.3			17.2
Mortgage loans		41.8			57.1
Policy loans		117.7			125.7
Other long-term investments		32.6			35.4

Total investments		5,936.6			5,864.4

Cash and cash equivalents		229.7			372.7
Accrued investment income		76.7			72.3
Premiums, accounts and notes receivable, net		660.5			584.7
Reinsurance receivable on paid and unpaid losses, benefits and unearned premiums		1,373.8			1,350.5
Deferred policy acquisition costs		255.2			233.5
Deferred federal income taxes		356.3			385.0
Goodwill		126.0			121.4
Other assets		322.8			328.5
Separate account assets		507.6			543.6

Total assets	$	9,845.2		$	9,856.6

LIABILITIES
Policy liabilities and accruals:
Future policy benefits	$	1,177.0		$	1,242.3
Outstanding claims, losses and loss adjustment expenses		3,239.9			3,247.2
Unearned premiums		1,203.6			1,101.4
Contractholder deposit funds and other policy liabilities		174.5			194.9

Total policy liabilities and accruals		5,795.0			5,785.8

Expenses and taxes payable		727.1			928.0
Reinsurance premiums payable		69.9			52.7
Trust instruments supported by funding obligations		39.0			38.5
Long-term debt		514.0			508.8
Separate account liabilities		507.6			543.6

Total liabilities		7,652.6			7,857.4

Commitments and contingencies (Note 11)

SHAREHOLDERS’ 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		1,818.4			1,814.3
Accumulated other comprehensive loss		(66.7	)		(39.9	)
Retained earnings		892.8			712.0
Treasury stock at cost (8.7 million and 9.4 million shares)		(452.5	)		(487.8	)

Total shareholders’ equity		2,192.6			1,999.2

Total liabilities and shareholders’ equity	$	9,845.2		$	9,856.6

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

THE HANOVER INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY


	(Unaudited) Nine Months Ended September 30,
(In millions)	2007			2006
PREFERRED STOCK
Balance at beginning and end of period	$	—		$	—

COMMON STOCK
Balance at beginning and end of period		0.6			0.6

ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period		1,814.3			1,785.1
Tax benefit from stock options and other		2.3			7.1
Employee and director stock-based awards		1.8			16.8

Balance at end of period		1,818.4			1,809.0

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
NET UNREALIZED (DEPRECIATION) APPRECIATION ON INVESTMENTS AND DERIVATIVE INSTRUMENTS:
Balance at beginning of period		(9.0	)		9.9
Depreciation during the period:
Net depreciation on available-for-sale securities and derivative instruments		(12.1	)		(33.3	)
(Provision) benefit for deferred federal income taxes		(0.9	)		5.3

		(13.0	)		(28.0	)

Balance at end of period		(22.0	)		(18.1	)

DEFINED BENEFIT PENSION AND POSTRETIREMENT PLANS:
Balance at beginning of period		(30.9	)		(69.4	)
Amounts arising in the period		(26.0	)		—
Amortization during the period:
Amount recognized as net periodic benefit cost		4.8			—
Benefit for deferred federal income taxes		7.4			—

		(13.8	)		—

Balance at end of period		(44.7	)		(69.4	)

Total accumulated other comprehensive loss		(66.7	)		(87.5	)

RETAINED EARNINGS
Balance at beginning of period, before cumulative effect of accounting change, net of tax		712.0			589.8
Cumulative effect of accounting change, net of tax		11.5			—

Balance at beginning of period, as adjusted		723.5			589.8
Net income		177.3			124.8
Treasury stock issued for less than cost		(8.0	)		(29.2	)

Balance at end of period		892.8			685.4

TREASURY STOCK
Balance at beginning of period		(487.8	)		(364.7	)
Shares purchased at cost		—			(200.1	)
Net shares reissued at cost under employee stock-based compensation plans		35.3			66.6

Balance at end of period		(452.5	)		(498.2	)

Total shareholders’ equity	$	2,192.6		$	1,909.3

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

THE HANOVER INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	(Unaudited) Quarter Ended September 30,						(Unaudited) Nine Months Ended September 30,
(In millions)	2007			2006			2007			2006
Net income	$	53.9		$	33.4		$	177.3		$	124.8
Other comprehensive income (loss):
Available-for-sale securities:
Net appreciation (depreciation) during the period		42.7			95.5			(11.9	)		(34.6	)
(Provision) benefit for deferred federal income taxes		(1.0	)		5.0			(1.0	)		5.7

Total available-for-sale securities		41.7			100.5			(12.9	)		(28.9	)

Derivative instruments:
Net appreciation (depreciation) during the period		0.1			(0.1	)		(0.2	)		1.3
Benefit (provision) for deferred federal income taxes		—			0.1			0.1			(0.4	)

Total derivative instruments		0.1			—			(0.1	)		0.9

		41.8			100.5			(13.0	)		(28.0	)

Pension and postretirement benefits:
Amounts arising in the period:
Net actuarial loss		(16.0	)		—			(26.0	)		—
Amortization recognized as net periodic benefit costs:
Net actuarial loss		6.5			—			7.8			—
Prior service cost		(0.6	)		—			(1.8	)		—
Transition asset		(0.4	)		—			(1.2	)		—

		(10.5	)		—			(21.2	)		—
Benefit for deferred federal income taxes		3.6			—			7.4			—

Total pension and postretirement benefits		(6.9	)		—			(13.8	)		—

Other comprehensive income (loss)		34.9			100.5			(26.8	)		(28.0	)

Comprehensive income	$	88.8		$	133.9		$	150.5		$	96.8

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

THE HANOVER INSURANCE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	(Unaudited) Nine Months Ended September 30,
(In millions)	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	177.3		$	124.8
Adjustments to reconcile net income to net cash used in operating activities:
(Gain) loss on disposal of variable life insurance and annuity business		(0.2	)		25.8
Gain on sale of Financial Profiles, Inc		(0.8	)		(7.8	)
Net realized investment gains		(1.9	)		(10.6	)
Net amortization and depreciation		13.9			16.3
Stock-based compensation expense		11.2			13.0
Interest credited to contractholder deposit funds and trust instruments supported by funding obligations		1.8			6.0
Deferred federal income taxes		35.6			42.3
Change in deferred acquisition costs		(20.8	)		(29.7	)
Change in premiums and notes receivable, net of reinsurance premiums payable		(38.5	)		(130.9	)
Change in accrued investment income		(3.9	)		3.9
Change in policy liabilities and accruals, net		(31.8	)		(212.1	)
Change in reinsurance receivable		(3.2	)		225.6
Change in expenses and taxes payable		(106.1	)		(97.1	)
Other, net		7.8			(14.0	)

Net cash provided by (used in) operating activities		40.4			(44.5	)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposals and maturities of available-for-sale fixed maturities		971.0			1,105.8
Proceeds from disposals of equity securities and other investments		12.8			18.8
Proceeds from mortgages matured or collected		15.3			40.2
Proceeds from collections of installment finance and notes receivable		329.9			259.3
Net cash used to acquire Professionals Direct, Inc.		(16.9	)		—
Proceeds from sale of variable life insurance and annuity business		—			27.3
Proceeds from sale of Financial Profiles, Inc		—			17.9
Purchase of available-for-sale fixed maturities		(1,040.4	)		(923.5	)
Purchase of equity securities and other investments		(15.3	)		(5.8	)
Capital expenditures		(6.6	)		(6.0	)
Net payments related to terminated swap agreements		—			(28.3	)
Disbursements to fund installment finance and notes receivable		(350.2	)		(273.7	)

Net cash (used in) provided by investing activities		(100.4	)		232.0

CASH FLOWS FROM FINANCING ACTIVITIES
Withdrawals from contractholder deposit funds		—			(25.8	)
Withdrawals from trust instruments supported by funding obligations		—			(253.1	)
Exercise of options		21.5			37.8
Proceeds from excess tax benefits related to share-based payments		5.2			5.2
Change in collateral related to securities lending program		(109.7	)		(61.1	)
Treasury stock purchased at cost		—			(200.1	)

Net cash used in financing activities		(83.0	)		(497.1	)

Net change in cash and cash equivalents		(143.0	)		(309.6	)
Cash and cash equivalents, beginning of period		372.7			701.5

Cash and cash equivalents, end of period	$	229.7		$	391.9

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

THE HANOVER INSURANCE GROUP, INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements of The Hanover Insurance Group, Inc. (“THG” or the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the requirements of Form 10-Q.

The interim consolidated financial statements of THG include the accounts of The Hanover Insurance Company (“Hanover Insurance”) and Citizens Insurance Company of America (“Citizens”), THG’s principal property and casualty companies; First Allmerica Financial Life Insurance Company (“FAFLIC”), THG’s life insurance and annuity subsidiary; and certain other insurance and non-insurance subsidiaries. These legal entities conduct their operations through several business segments discussed in Note 8. All significant intercompany accounts and transactions have been eliminated.

The accompanying interim consolidated financial statements reflect, in the opinion of the Company’s management, all adjustments necessary for a fair presentation of the financial position and results of operations. The results of operations for the nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Company’s 2006 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

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.

2. New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115 (“Statement No. 159”). Statement No. 159 permits a company to choose, at specified election dates, to measure at fair value certain eligible financial assets and liabilities that are not currently required to be measured at fair value. The specified election dates include, but are not limited to, the date when an entity first recognizes the item, when an entity enters into a firm commitment or when changes in the financial instrument causes it to no longer qualify for fair value accounting under a different accounting standard. An entity may elect the fair value option for eligible items that exist at the effective date. At that date, the difference between the carrying amounts and the fair values of eligible items for which the fair value option is elected should be recognized as a cumulative effect adjustment to the opening balance of retained earnings. The fair value option may be elected for each entire financial instrument, but need not be applied to all similar instruments. Once the fair value option has been elected, it is irrevocable. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. Statement No. 159 is effective as of the beginning of fiscal years that begin after November 15, 2007. The Company is currently assessing the effect of adopting Statement No. 159.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“Statement No. 158”). This statement requires an employer to recognize the funded status of its benefit plans in its statement of financial position and to recognize changes in that funded status through comprehensive income in the year in which they occur. The funded status of the plans should be measured as the difference between the fair value of plan assets and the benefit obligation. This statement also requires the recognition, as a component of other comprehensive income, net of taxes, of the gains or losses and prior service costs or credits that arise during the period but are not recognized as a component of net periodic benefit cost pursuant to Statement of Financial Accounting Standards No. 87, Employers’ Accounting for Pensions (“Statement No. 87”) or Statement of Financial Accounting Standards No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (“Statement No. 106”), as well as the balance of transition assets or obligations remaining from the initial application of Statement No. 87 and Statement No. 106. These balances in accumulated other comprehensive income shall be subsequently recognized as components of net periodic benefit cost pursuant to the recognition and amortization requirements of Statement No. 87 and Statement No. 106. In addition, the statement requires an employer to measure the funded status of its plans as of the date of its year-end statement of financial position. The statement also provides for enhanced disclosures which include, among other items, the estimated amount of actuarial gains or losses, prior services costs or credits, and transition assets or obligations that are included in accumulated other comprehensive income to be recognized as components of net periodic benefit cost in the next fiscal year. The effective date for a company to recognize the funded status of its plans and the related disclosure

requirements is as of the end of its fiscal year ending after December 15, 2006. Retrospective application of this statement is not permitted. The effective date for changing a company’s measurement date for plan assets and benefit obligations to coincide with the date of its statement of financial position will be for fiscal years ending after December 15, 2008. The Company currently measures its funded status as of December 31. THG adopted Statement No. 158 effective December 31, 2006. The impact of adopting Statement No. 158 was not material to the Company’s results of operations or financial position.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“Statement No. 157”). This statement creates a common definition of fair value to be used throughout generally accepted accounting principles. Statement No. 157 will apply whenever another standard requires or permits assets or liabilities to be measured at fair value, with certain exceptions. The standard establishes a hierarchy for determining fair value which emphasizes the use of observable market data whenever available. The statement also requires expanded disclosures which include the extent to which assets and liabilities are measured at fair value, the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. Statement No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The difference between the carrying amounts and fair values of those financial instruments held at the date this statement is initially applied should be recognized as a cumulative effect adjustment to the opening balance of retained earnings for the fiscal year in which this statement is initially applied. The Company does not believe that the effect of adopting Statement No. 157 will be material to its financial position or results of operations.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”). The interpretation requires companies to recognize the tax benefits of uncertain tax positions only where the position is more likely than not to be sustained upon examination by tax authorities. The amount recognized would be the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability would be recognized for any benefit claimed, or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements, along with any interest and penalty on the excess. FIN 48 will require, among other items, a tabular reconciliation of the change during the reporting period, in the aggregate unrecognized tax benefits claimed or expected to be claimed in tax returns and disclosure relating to accrued interest and penalties for unrecognized tax benefits. Additional disclosure will also be required for those uncertain tax positions where it is reasonably possible that the estimate of the tax benefit will change significantly in the next twelve months. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 as of January 1, 2007 which resulted in an increase to shareholders’ equity of $11.5 million. See Note 4—Federal Income Taxes.

In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets – an amendment to FASB Statement No. 140 (“Statement No. 156”). Statement No. 156 amends Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities to require, among other things, that all separately recognized servicing assets and liabilities be initially measured at fair value, if practicable. It also permits an entity to choose a method for the subsequent measurement of separately recognized servicing assets and liabilities, either the amortization method or the fair value measurement method. The statement is effective as of the beginning of fiscal years that begin after September 15, 2006. The Company adopted Statement No. 156 effective January 1, 2007 with no material impact on its results of operations or financial position.

In September 2005, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts (“SOP 05-1”). SOP 05-1 provides guidance on accounting by insurance companies for deferred acquisition costs on internal replacements of insurance and investment contracts other than those described in Statement of Financial Accounting Standards No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments. This statement is effective for internal replacements occurring in fiscal years beginning after December 15, 2006. The Company adopted SOP 05-1 effective January 1, 2007 with no material effect on the Company’s results of operations or financial position.

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“Statement No. 123(R)”). This statement requires companies to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value. Statement No. 123(R) replaces Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB Opinion No. 25”). The Company adopted Statement No. 123(R) effective January 1, 2006 using the modified prospective transition method. Prior to the adoption of Statement No. 123(R), the Company accounted for its stock-based compensation in accordance with APB Opinion No. 25; therefore, the Company had not previously recognized compensation expense for employee stock options in net income because the exercise price equaled the market value of the underlying common stock on the grant date. Upon adoption of Statement No. 123(R), the Company began recognizing expense related to employee stock options and modified its expense calculation associated

with restricted shares and restricted share units. The cumulative effect adjustment of adopting Statement No. 123(R), net of tax, was a benefit of $0.6 million. In the fourth quarter 2006, the Company elected to adopt the alternate transition method described in FASB Staff Position No. FAS 123(R)-3, Transition Election Related to Accounting for Tax Effects of Share-based Payment Awards, for the purposes of calculating the pool of excess tax benefits available to absorb tax deficiencies recognized subsequent to the adoption of Statement No. 123(R). Electing the alternative method constitutes a change in accounting principle which requires retrospective application to the 2006 quarterly Consolidated Statements of Cash Flows. There was no impact to the Company’s results of operations or financial position as a result of electing the alternative method.

3. Sale of Variable Life Insurance and Annuity Business

On December 30, 2005, the Company sold all of the outstanding shares of capital stock of Allmerica Financial Life Insurance and Annuity Company (“AFLIAC”), a life insurance subsidiary representing approximately 95% of the Company’s run-off variable life insurance and annuity business to The Goldman Sachs Group, Inc. (“Goldman Sachs”). The transaction also included the reinsurance of 100% of the variable business of FAFLIC. In connection with these transactions, Allmerica Investment Trust agreed to transfer certain assets and liabilities of its funds to certain Goldman Sachs Variable Insurance Trust managed funds through a fund reorganization transaction. Finally, the Company agreed to sell to Goldman Sachs all of the outstanding shares of capital stock of Allmerica Financial Investment Management Services, Inc., its investment advisory subsidiary, concurrently with the consummation of a fund reorganization transaction. The fund reorganization transaction was consummated on January 9, 2006. Total proceeds from this transaction were $318.8 million, of which the Company has received $295.4 million as of September 30, 2007. The remaining $23.4 million will be received in equal installments in 2007 and 2008.

In connection with the sale, the Massachusetts Division of Insurance approved a cash dividend of $48.6 million from FAFLIC, including an $8.6 million ceding commission received related to the reinsurance of 100% of the variable business of FAFLIC, and for the distribution of other non-insurance subsidiaries, from which the holding company received $15.4 million of additional funds. These funds were paid to the holding company in the first quarter of 2006.

The Company and Goldman Sachs have made various representations, warranties and covenants in connection with the transaction. The Company has agreed to indemnify Goldman Sachs for the breaches of the Company’s representations, warranties and covenants. THG has also agreed to indemnify Goldman Sachs for certain litigation, regulatory matters and other liabilities relating to the pre-closing activities of the business that was sold. Additionally, the Company provided transition services to Goldman Sachs from December 30, 2005 through December 31, 2006. These services included policy and claims processing, accounting and reporting, and other administrative services.

The Company accounted for the disposal of AFLIAC as a discontinued operation in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-lived Assets. The Company recognized a net gain of $0.1 million and a net loss of $2.9 million during the third quarter of 2007 and 2006, respectively, and a net gain of $0.2 million and a net loss of $25.8 million during the first nine months of 2007 and 2006, respectively. These items are presented in the Consolidated Statements of Income as Gain (Loss) on Disposal of Variable Life Insurance and Annuity Business, a component of discontinued operations.

Included in the loss in 2006 of $25.8 million was a $15.0 million provision related to the Company’s estimated potential liability for certain contractual indemnities to Goldman Sachs relating to the pre-sale activities of the business sold recorded under FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Others (“FIN 45”). This provision relates to preliminary estimated expenses, reimbursements, penalties and other costs of remediating certain pre-closing processing errors relating to tax reporting to certain policyholders and others for a subset of the Company’s former variable annuity business. This estimate is based on, among other things, the Company’s review of affected policies, mathematical extrapolations derived from such review, and management’s preliminary view of possible settlement ranges with the Internal Revenue Service and affected policyholders. The Company regularly reviews and updates its FIN 45 liability for legal and regulatory matter indemnities, including with respect to this matter. Although the Company believes its current estimate for its FIN 45 liability is appropriate, there can be no assurance that these estimates will not materially increase in the future. Adjustments to this reserve are recorded in the results of the Company in the period in which they are determined. The remaining charges of $2.9 million and $10.8 million in the third quarter and first nine months of 2006, respectively, relate to after-tax net costs incurred for employee severance, transition services, operations conversion expenses and other litigation matters.

4. Federal Income Taxes

Federal income tax expense for the nine months ended September 30, 2007 and 2006 has been computed using estimated effective tax rates. These rates are revised, if necessary, at the end of each successive interim period to reflect the current estimates of the annual effective tax rates.

From December 31, 2006 to September 30, 2007 the deferred tax valuation allowance increased $7.4 million from $169.4 million to $176.8 million, respectively. The increase in this valuation allowance resulted primarily from unrealized depreciation of the Company’s investment portfolio. Accordingly, the Company recorded a valuation allowance of $5.1 million as an adjustment to Accumulated Other Comprehensive Loss, as well as a $2.0 million valuation allowance as an adjustment to Contractholder Deposit Funds and Other Policy Liabilities for the deferred tax associated with unrealized losses of the Closed Block. The change in valuation allowance is reflected in Federal Income Tax Expense in the Consolidated Statements of Income.

The Company or its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company or its subsidiaries is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 1995. The years 1995 through 2001 are currently being reviewed with the Internal Revenue Service (“I.R.S.”) Appeals Division. The years 2002 through 2004 are currently under audit by the I.R.S.

Effective January 1, 2007, the Company adopted the provisions of FIN 48. As a result of the implementation of FIN 48, the Company recognized an $11.5 million decrease in the liability for unrecognized tax benefits, which was reflected as an increase in the January 1, 2007 balance of retained earnings.

A reconciliation of the beginning and ending amount of unrecognized tax benefits for the period beginning January 1, 2007 and ending September 30, 2007 is as follows:


Balance at January 1, 2007	$	82.9
Additions based on tax positions related to the current year		0.1
Additions for tax positions of prior years		4.9
Reductions for tax positions of prior years		(43.9	)
Settlements		—

Balance at September 30, 2007	$	44.0

Included in the September 30, 2007 balance are $12.9 million of tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, a change in the timing of deductions would not impact the annual effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits in federal income tax expense. During the third quarter and first nine months of 2007, the Company recognized interest expense of $1.0 million and $3.2 million, respectively. As of January 1, 2007 and September 30, 2007, the Company had accrued $34.6 million and $37.8 million of interest, respectively. Also, during the first nine months of 2007, the Company received a $2.6 million discrete income tax benefit for a settlement with the I.R.S. related to interest claims for 1977 through 1994. The Company has not recognized any penalties associated with unrecognized tax benefits.

The Company expects to settle U.S. income tax issues for the years 1995 through 2004 within the next 12 months. It is expected the settlement of these issues will result in a decrease to the balance of unrecognized tax benefits of approximately $36 million and a decrease to accrued interest of approximately $37 million. Significant issues to be settled include capitalization of information technology expenses, deductibility of expenses incurred and distributions made in connection with demutualization, and dividend received deductions.

which time insurance companies and other members of the public will have the opportunity to raise legal and practical questions about the content, scope and application of such regulations. As a result, the ultimate timing and substance of any such regulations are not yet known, but they could result in the elimination of some or all of the separate account dividends received deduction tax benefit that the Company receives. Management believes that it is more likely than not that any such regulation would apply prospectively only, and application of this regulation is not expected to be material to the Company’s results of operations in any future annual period. However, there can be no assurance that the outcome of the revenue ruling will be as anticipated and should retroactive application be required, the Company’s results of operations may be adversely affected in a quarterly or annual period. The Company believes that retroactive application would not materially affect its financial position.

5. Pension and Other Postretirement Benefit Plans

The Company’s defined benefit pension plans, which provided retirement benefits based on a cash balance formula, were frozen as of January 1, 2005; therefore, no further cash balance allocations have been credited for plan years beginning on or after January 1, 2005. In addition, certain transition group employees were eligible for a grandfathered benefit based upon service and compensation; such benefits were also frozen at January 1, 2005 levels with an annual transition pension adjustment. The Company has additional unfunded pension plans and postretirement plans to provide benefits to certain full-time employees, former agents, retirees and their dependents.

The components of net periodic benefit cost for pension and other postretirement benefit plans are as follows:


	(Unaudited) Quarter Ended September 30,
(In millions)	2007			2006			2007			2006
	Pension Benefits						Postretirement Benefits
Service cost – benefits earned during the period	$	—		$	—		$	0.2		$	0.4
Interest cost		7.3			7.3			1.2			1.3
Expected return on plan assets		(8.0	)		(6.8	)		—			—
Recognized net actuarial loss		6.3			3.0			0.2			0.4
Amortization of transition asset		(0.4	)		(0.4	)		—			—
Amortization of prior service cost		—			—			(0.6	)		(0.9	)

Net periodic cost	$	5.2		$	3.1		$	1.0		$	1.2


	(Unaudited) Nine Months Ended September 30,
(In millions)	2007			2006			2007			2006
	Pension Benefits						Postretirement Benefits
Service cost – benefits earned during the period	$	—		$	—		$	0.7		$	0.7
Interest cost		21.8			22.0			3.6			3.2
Expected return on plan assets		(24.0	)		(20.6	)		—			—
Recognized net actuarial loss		7.2			9.3			0.6			0.7
Amortization of transition asset		(1.2	)		(1.1	)		—			—
Amortization of prior service cost		0.1			0.2			(1.9	)		(3.8	)

Net periodic cost	$	3.9		$	9.8		$	3.0		$	0.8

Pension plan participant information, referred to as census data, is maintained by a third party recordkeeper. Census data is an important component in the Company’s estimate of actuarially determined projected benefit obligations (“PBO”) and expense under Statement No. 87. During the third quarter of 2007, the Company detected errors in the census data prepared by its external recordkeeper and initiated a detailed review of current and certain historical pension census data. This review is ongoing and is expected to be completed in the fourth quarter of 2007.

Based on the preliminary results of this ongoing review, the Company found census data errors affecting the actuarially estimated PBO as of December 31, 2005 and 2006. Because this review is ongoing and revised actuarial valuations are not yet available, the Company is unable to determine the ultimate impact of these errors on its financial statements. However, based on the work to date, it is estimated that the impact represents at least a $16 million increase in THG’s PBO, a reduction in shareholders’ equity of at least $10.4 million and a cumulative increase to prior periods’ pension expense of at least $5 million. As such, these amounts have been recorded in the Company’s third quarter results. Also, the Company does not believe that the impact is likely to exceed a $39 million increase in its PBO, a reduction of shareholders’ equity greater than $25.4 million and a cumulative increase to prior periods’ pension expense greater than $15 million based on the estimate of the high end of a range of reasonably likely outcomes. Given these current estimates, the Company does not believe the impact of these errors, once finally determined in the fourth quarter, will be material to its 2007 expected annual results of operations, financial condition or cash flows, or represent material errors in previously issued consolidated quarterly or annual financial statements. However, because this review is continuing and actuarial valuations are not currently available, there can be no certainty that the ultimate impact of these errors will not exceed these estimates.

The correction did not impact the Company’s previously reported Consolidated Statements of Cash Flows. However, the Company has increased its qualified pension plan contributions, previously expected to be $35 million for calendar year 2007. In 2007, THG has contributed approximately $50 million to the pension plan. Additional contributions may be made after receiving the final actuarial valuations.

6. Closed Block

Summarized financial information of the Closed Block is as follows for the periods indicated:


(In millions)	(Unaudited) September 30, 2007		December 31, 2006
ASSETS
Fixed maturities at fair value (amortized cost of $516.8 and $492.8)	$	513.6	$	493.0
Mortgage loans		21.6		24.0
Policy loans		117.7		125.7
Cash and cash equivalents		3.4		21.9
Accrued investment income		10.9		10.5
Other assets		11.9		7.6

Total assets	$	679.1	$	682.7

LIABILITIES
Policy liabilities and accruals	$	678.7	$	686.8
Policyholder dividends		12.5		22.5
Other liabilities		3.3		2.8

Total liabilities	$	694.5	$	712.1

Excess of Closed Block liabilities over assets designated to the Closed Block	$	15.4	$	29.4
Amounts included in accumulated other comprehensive income:
Net unrealized losses, net of deferred federal income tax benefit of $0.8		—		(1.4	)

Maximum future earnings to be recognized from Closed Block assets and liabilities	$	15.4	$	28.0


	(Unaudited) Quarter Ended September 30,					(Unaudited) Nine Months Ended September 30,
(In millions)	2007			2006		2007		2006
REVENUES
Premiums	$	5.0		$	5.5	$	27.3	$	29.0
Net investment income		9.8			9.7		29.0		29.8
Net realized investment (losses) gains		(0.2	)		—		0.5		(0.9	)

Total revenues		14.6			15.2		56.8		57.9

BENEFITS AND EXPENSES
Policy benefits		13.5			12.7		53.4		51.3
Policy acquisition and other operating expenses		0.3			0.4		0.3		0.7

Total benefits and expenses		13.8			13.1		53.7		52.0

Contribution from the Closed Block	$	0.8		$	2.1	$	3.1	$	5.9

Many expenses related to Closed Block operations are charged to operations outside the Closed Block; accordingly, the contribution from the Closed Block does not represent the actual profitability of the Closed Block operations. Operating costs and expenses outside of the Closed Block are, therefore, disproportionate to the business outside the Closed Block.

7. 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.


	(Unaudited) Quarter Ended September 30,					(Unaudited) Nine Months Ended September 30,
(In millions)	2007			2006		2007			2006
Unrealized appreciation (depreciation) on available-for-sale securities:
Unrealized holding gains (losses) arising during period, net of income tax (expense) benefit of $(0.6) and $4.3 for the quarters ended September 30, 2007 and 2006 and $(1.7) and $2.1 for the nine months ended September 30, 2007 and 2006	$	40.9		$	101.9	$	(11.7	)	$	(22.2	)
Less: reclassification adjustment for (losses) gains included in net income, net of income tax benefit (expense) of $0.4 and $(0.7) for the quarters ended September 30, 2007 and 2006 and $(0.7) and $(3.6) for the nine months ended September 30, 2007 and 2006		(0.8	)		1.4		1.2			6.7

Total available-for-sale securities		41.7			100.5		(12.9	)		(28.9	)

Unrealized appreciation (depreciation) on derivative instruments:
Unrealized holding gains arising during period, net of income tax expense of $0.1 for the quarter ended September 30, 2007 and $0.1 and $8.2 for the nine months ended September 30, 2007 and 2006		0.4			0.2		0.4			15.3
Less: reclassification adjustment for gains included in net income, net of income tax expense of $0.1 for the quarters ended September 30, 2007 and 2006 and $0.2 and $7.8 for the nine months ended September 30, 2007 and 2006		0.3			0.2		0.5			14.4

Total derivative instruments		0.1			—		(0.1	)		0.9

Other comprehensive gain (loss)	$	41.8		$	100.5	$	(13.0	)	$	(28.0	)

8. Segment Information

The Company’s primary business operations include insurance products and services in three property and casualty operating segments. These segments are Personal Lines, Commercial Lines and Other Property and Casualty. The fourth operating segment, Life Companies, is in run-off. In accordance with Statement of Financial Accounting Standards No. 131, Disclosures About Segments of an Enterprise and Related Information (“Statement No. 131”), the separate financial information of each segment 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. A summary of the Company’s reportable segments is included below.

The Property and Casualty group manages its operations principally through three segments: Personal Lines, Commercial Lines and Other Property and Casualty. Personal Lines includes such property and casualty coverages as personal automobile, homeowners and other personal coverages, while Commercial Lines includes such property and casualty coverages as commercial multiple peril, commercial automobile, workers’ compensation, and other commercial coverages, such as bonds and inland marine. In addition, the Other Property and Casualty segment consists of: AMGRO, Inc. (“AMGRO”), the Company’s premium financing business; Opus Investment Management, Inc. (“Opus”), which markets investment management services to institutions, pension funds and other organizations; earnings on holding company assets; as well as voluntary pools in which the Company has not actively participated since 1995.

The Life Companies segment consists primarily of a block of traditional life insurance products (principally the Closed Block), the group retirement annuity contract business and the guaranteed investment contract business, as well as certain non-insurance subsidiaries. Assets and liabilities related to the reinsured variable life insurance and annuity business, as well as the discontinued group life and health business, including group life and health voluntary pools, are also reflected in this segment.

The Company reports interest expense related to its corporate debt separately from the earnings of its operating segments. Corporate debt consists of the Company’s junior subordinated debentures and its senior debentures.

Management evaluates the results of the aforementioned segments on a pre-tax basis. Segment income excludes certain items, which are included in net income, such as federal income taxes and net realized investment gains and losses, including certain gains or losses on 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, restructuring costs, extraordinary items, the cumulative effect of accounting changes and certain other items. While these items may be significant components in understanding and assessing the Company’s financial performance, management believes that the presentation of segment income enhances understanding of the Company’s results of operations by highlighting net 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.

Summarized below is financial information with respect to business segments:


	(Unaudited) Quarter Ended September 30,						(Unaudited) Nine Months Ended September 30,
(In millions)	2007			2006			2007			2006
Segment revenues:
Property and Casualty:
Personal Lines	$	402.8		$	383.2		$	1,194.8		$	1,129.1
Commercial Lines		259.6			239.6			771.2			705.7
Other Property and Casualty		12.1			16.6			35.3			35.2

Total Property and Casualty		674.5			639.4			2,001.3			1,870.0
Life Companies		24.2			31.2			87.4			113.5
Intersegment revenues		(2.0	)		(1.8	)		(6.0	)		(5.1	)

Total segment revenues		696.7			668.8			2,082.7			1,978.4
Adjustments to segment revenues:
Net realized investment (losses) gains		(1.2	)		2.1			1.9			10.6
Other (loss) income		(0.4	)		0.3			—			0.6

Total revenues	$	695.1		$	671.2		$	2,084.6		$	1,989.6

Segment income before federal income taxes:
Property and Casualty:
Personal Lines:
GAAP underwriting income	$	16.4		$	6.0		$	54.2		$	49.1
Net investment income		30.2			26.7			88.5			80.1
Other		2.8			2.3			9.8			8.5

Personal Lines segment income		49.4			35.0			152.5			137.7
Commercial Lines:
GAAP underwriting income (loss)		9.3			(19.5	)		42.3			(4.5	)
Net investment income		27.9			26.0			81.8			78.3
Other		2.2			1.2			3.6			3.1

Commercial Lines segment income		39.4			7.7			127.7			76.9
Other Property and Casualty:
GAAP underwriting loss		(0.4	)		(0.2	)		(1.0	)		(1.4	)
Net investment income		4.3			3.2			12.4			10.0
Other		0.1			7.1			0.2			7.5

Other Property and Casualty segment income		4.0			10.1			11.6			16.1

Total Property and Casualty		92.8			52.8			291.8			230.7
Life Companies		(4.1	)		(1.1	)		(4.2	)		(4.0	)
Interest on corporate debt		(10.0	)		(10.0	)		(29.9	)		(29.9	)

Segment income before federal income taxes		78.7			41.7			257.7			196.8
Adjustments to segment income:
Net realized investment (losses) gains, net of amortization		(0.9	)		2.0			1.2			11.4
Gain on derivative instruments		—			0.1			0.1			0.2
Restructuring (cost) benefit		—			(0.5	)		0.2			(1.4	)

Income from continuing operations before federal income taxes	$	77.8		$	43.3		$	259.2		$	207.0


	Identifiable Assets					Deferred Acquisition Costs
(In millions)	(Unaudited) September 30, 2007		December 31, 2006			(Unaudited) September 30, 2007		December 31, 2006
Property and Casualty (1)	$	7,321.0	$	7,043.7		$	250.8	$	228.4
Life Companies (2)		2,523.8		2,852.8			4.4		5.1
Intersegment eliminations (3)		0.4		(39.9	)		—		—

Total	$	9,845.2	$	9,856.6		$	255.2	$	233.5

(1)	The Company reviews assets based on the total Property and Casualty Group and does not allocate between the Personal Lines, Commercial Lines and Other Property and Casualty segments.

(2)	Includes assets related to the Company’s discontinued group life and health operations.

(3)	The 2006 balance reflects a $40.0 million dividend from FAFLIC to the holding company, which was paid in the first quarter of 2007.

Discontinued Operations – Group Life and Health

During 1999, the Company exited its group life and health insurance business, consisting of its Employee Benefit Services (“EBS”) business, its Affinity Group Underwriters business and its accident and health assumed reinsurance pool business. Prior to 1999, these businesses comprised substantially all of the former Corporate Risk Management Services segment. Accordingly, the operating results of the discontinued segment have been reported in accordance with Accounting Principles Board Opinion No. 30, Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (“APB Opinion No. 30”). In 1999, the Company recorded a $30.5 million loss, net of taxes, on the disposal of this segment, consisting of after-tax losses from the run-off of the group life and health business of approximately $46.9 million, partially offset by net proceeds from the sale of the EBS business of approximately $16.4 million. Subsequent to the measurement date of June 30, 1999, approximately $28.9 million of the aforementioned $46.9 million loss has been generated from the operations of the discontinued business and net proceeds of $12.5 million were received from the sale of the EBS business.

As permitted by APB Opinion No. 30, the Consolidated Balance Sheets have not been segregated between continuing and discontinued operations. At September 30, 2007 and December 31, 2006, the discontinued segment had assets of approximately $318.5 million and $342.7 million, respectively, consisting primarily of invested assets and reinsurance recoverables, and liabilities of approximately $387.4 million and $415.4 million, respectively, consisting primarily of policy liabilities.

9. Stock-based Compensation

Compensation cost recorded pursuant to Statement No. 123(R) and the related tax benefits were as follows:


	(Unaudited) Quarter Ended September 30,						(Unaudited) Nine Months Ended September 30,
(In millions)	2007			2006			2007			2006
Stock-based compensation expense	$	3.7		$	4.4		$	11.2		$	13.0
Tax benefit		(1.3	)		(1.5	)		(3.9	)		(4.5	)

Stock Options

Information on the Company’s stock option plan activity is summarized below.


	(Unaudited) Nine Months Ended September 30, 2007			(Unaudited) Nine Months Ended September 30, 2006
*(In whole shares and dollars)*	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Outstanding, beginning of period	3,855,892	$	40.14	5,745,106	$	38.45
Granted	419,426		47.91	138,708		45.61
Exercised	599,404		47.89	1,215,897		31.12
Forfeited or cancelled	220,239		48.11	391,001		43.88

Outstanding, end of period	3,455,675	$	39.23	4,276,910	$	40.26

Restricted Stock

The following table summarizes activity information about employee nonvested stock and performance based restricted share units:


	(Unaudited) Nine Months Ended September 30, 2007			(Unaudited) Nine Months Ended September 30, 2006
*(In whole shares and dollars)*	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Restricted stock:
Restricted, beginning of period	53,835	$	38.82	43,652	$	35.02
Granted	249,178		43.25	8,203		45.16
Vested or exercised	6,379		44.86	—		—
Forfeited	35,135		43.06	4,000		28.80

Restricted, end of period	261,499	$	42.32	47,855	$	37.93

Performance based restricted stock units:
Outstanding, beginning of period (1)	515,710	$	42.22	245,294	$	36.23
Granted (1)	44,570		48.53	319,143		46.31
Vested or exercised	77,445		46.00	—		—
Forfeited	46,987		49.50	32,063		38.20

Outstanding, end of period (1)	435,848	$	41.41	532,374	$	42.16

(1)	Performance based restricted stock units are based upon the achievement of the performance metric at 100%. These units have the potential to range from 0% to 175% of the shares disclosed, which varies based on grant year and individual participation level.

10. Earnings Per Share

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


	(Unaudited) Quarter Ended September 30,						(Unaudited) Nine Months Ended September 30,
(In millions, except per share data)	2007			2006			2007			2006
Basic shares used in the calculation of earnings per share		51.8			50.9			51.6			51.7
Dilutive effect of securities:
Employee stock options		0.4			—			0.4			—
Non-vested stock grants		0.3			0.4			0.3			0.5

Diluted shares used in the calculation of earnings per share		52.5			51.3			52.3			52.2

Per share effect of dilutive securities on income from continuing operations	$	(0.01	)	$	—		$	(0.05	)	$	(0.02	)

Per share effect of dilutive securities on net income	$	(0.01	)	$	(0.01	)	$	(0.05	)	$	(0.03	)

Diluted earnings per share for the quarter ended September 30, 2007 and 2006 excludes 1.5 million and 1.2 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, 2007 and 2006 excludes 1.6 million and 1.3 million, respectively, of common shares issuable under the stock compensation plans, because their effect would be antidilutive.

11. Commitments and Contingencies

LITIGATION

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 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 plan understated the accrued benefit in the calculation. The Company filed a motion to dismiss on the basis that the plaintiff failed to exhaust administrative remedies, which motion was granted without prejudice in a decision dated November 7, 2007.

Emerald Litigation

On July 24, 2002, an action captioned American National Bank and Trust Company of Chicago, as Trustee f/b/o Emerald Investments Limited Partnership, and Emerald Investments Limited Partnership v. Allmerica Financial Life Insurance and Annuity Company (“Emerald”) was commenced in the United States District Court for the Northern District of Illinois, Eastern Division. In 1999, plaintiffs purchased two variable annuity contracts with initial premiums aggregating $5 million. Plaintiffs, who AFLIAC subsequently identified as engaging in frequent transfers of significant sums between sub-accounts that in the Company’s opinion constituted “market timing”, were subject to restrictions upon such trading that AFLIAC imposed in December 2001. Plaintiffs allege that such restrictions constituted a breach of the terms of the annuity contracts. In December 2003, the court granted partial summary judgment to the plaintiffs, holding that at least certain restrictions imposed on their trading activities violated the terms of the annuity contracts.

On May 19, 2004, plaintiffs filed a Brief Statement of Damages in which, without quantifying their damage claim, they outlined a claim for (i) amounts totaling $150,000 for surrender charges imposed on the partial surrender by plaintiffs of the annuity contracts, (ii) loss of trading profits they expected over the remaining term of each annuity contract, and (iii) lost trading profits resulting from AFLIAC’s alleged refusal to process five specific transfers in 2002 because of trading restrictions imposed on market timers. With respect to the lost profits, plaintiffs claim that pursuant to their trading strategy of transferring money from money market accounts to international equity accounts and back again to money market accounts, they have been able to consistently obtain relatively risk free returns of between 35% and 40% annually. Plaintiffs claim that they would have been able to continue to maintain such returns on the account values of their annuity contracts over the remaining terms of the annuity contracts (which are based in part on the lives of the named annuitants). The aggregate account value of plaintiffs’ annuities was approximately $12.8 million in December 2001. On February 1, 2006, the Court issued a ruling which precluded plaintiffs from claiming any damages accruing beyond July 31, 2004.

A jury trial on plaintiffs’ damage claim was held in December 2006, which resulted in an aggregate award to plaintiffs of $1.3 million for lost profits and reimbursement of surrender charges. Plaintiffs’ motion for a new trial was subsequently denied. On March 5, 2007, plaintiffs filed a Notice of Appeal to the United States Court of Appeals, Seventh Circuit. Oral argument before the Seventh Circuit was held on November 1, 2007.

The Company will continue to vigorously defend this matter, and regards plaintiffs’ claims for lost trading profits as being speculative and, in any case, subject to an obligation to mitigate damages. Further, in the Company’s view, these purported lost profits would not have been earned because of various actions taken by the investment management industry and regulators to deter or eliminate market timing, including the implementation of “fair value” pricing.

The monetary damages sought by plaintiffs, if awarded, could have a material adverse effect on the Company’s financial position. Although AFLIAC was sold to Goldman Sachs on December 30, 2005, the Company has agreed to indemnify AFLIAC and Goldman Sachs with respect to this litigation. However, in the Company’s judgment, the outcome is not expected to be material to the Company’s financial position, although it could have a material effect on the results of operations for a particular quarter or annual period.

Hurricane Katrina Litigation

The Company has been named as a defendant in various litigations, including putative class actions, relating to disputes arising from damages which occurred as a result of Hurricane Katrina in 2005. As of September 30, 2007, there were approximately 300 such cases, at least five of which were styled as putative class actions. These cases have been filed in both Louisiana state courts and federal district courts. These cases involve, among other claims, disputes as to the amount of reimbursable claims in particular cases, as well as the scope of insurance coverage under homeowners and commercial property policies due to flooding, civil authority actions, loss of landscaping, business interruption and other matters. Certain of these cases claim a breach of duty of good faith or violations of Louisiana insurance claims handling laws or regulations and involve claims for punitive or exemplary damages. Certain of the cases claim that under Louisiana’s so-called “Valued Policy Law,” the insurers must pay the

total insured value of a home which is totally destroyed if any portion of such damage was caused by a covered peril, even if the principal cause of the loss was an excluded peril. Other cases challenge the scope or enforceability of the water damage exclusion in the policies.

Several actions pending against various insurers, including THG, were consolidated for purposes of pretrial discovery and motion practice under the caption In re Katrina Canal Breaches Consolidated Litigation, Civil Action No. 05-4182 in the United States District Court, Eastern District of Louisiana. On November 27, 2006, the Federal District Court issued an Order in these consolidated cases denying the Company’s motion to dismiss. The Court held that the flood exclusions utilized in the forms of homeowners and commercial lines policies issued by the Company and a number of other insurance carriers were ambiguous because such exclusions did not specify that they applied to flooding caused by negligent acts or omissions as well as to flooding caused by natural incidents such as Acts of God. The plaintiffs in these cases claim, among other things, that the efficient proximate cause of their losses was the third-party negligence of the Army Corps of Engineers and the Orleans Levee District in the maintenance of the canal walls or in its failure to warn the plaintiffs and others of the impending water intrusion. The Federal District Court ordered that discovery proceed on the questions of whether there was such negligence and whether such negligence was in fact the efficient proximate cause of such losses.

On February 2, 2007, the United States Court of Appeals, Fifth Circuit, issued an Order granting the Company’s and the other defendants’ motion for leave to appeal. On February 28, 2007, the Fifth Circuit issued an Order expediting such appeal. Oral arguments for the appeal were held on June 6, 2007. On August 2, 2007, the Court issued an opinion reversing the District Court’s opinion and holding that flood exclusions, such as those contained in the Company’s policies, are applicable to Hurricane Katrina-related flooding irrespective of the cause of the flooding. The Court remanded to the District Court plaintiffs’ claims for water damage, where they are expected to be dismissed.

Plaintiffs in several consolidated cases (including Sampia v. Massachusetts Bay Insurance Company, E.D. La. Civil Action Number 06-0559) appealed an Order of the Federal District Court dated August 6, 2006 rejecting plaintiffs’ contention that the Louisiana Valued Policy Law has the effect of requiring coverage for a total loss proximately caused by a non-covered peril so long as there was any covered loss. This consolidated appeal was heard by the United States Court of Appeals, Fifth Circuit, in a case captioned Chauvin, et al, v. State Farm Fire & Casualty Co., No. 06-30946. On August 6, 2007, the Fifth Circuit Court issued an opinion upholding the District Court decision dismissing plaintiffs’ claims.

On August 23, 2007, the State of Louisiana (individually and on behalf of the State of Louisiana, Division of Administration, Office of Community Development) 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 THG. Plaintiff seeks to represent a class of current and former Louisiana citizens who have applied for and received or will receive funds through Louisiana’s “Road Home” program. On August 29, 2007, Plaintiff filed an Amended Petition in this case, asserting myriad claims including claims under Louisiana’s Valued Policy Law, as well as claims for breach of: contract, the implied covenant of good faith and fair dealing, fiduciary duty and Louisiana’s bad faith statutes. Plaintiff seeks relief in the form of, among other things, declarations that (a) the efficient proximate cause of losses suffered by putative class members was windstorm, a covered peril under their policies; (b) the second efficient proximate cause of their losses was storm surge, which Plaintiff contends is not excluded under class members’ policies; (c) the damage caused by water entering affected parishes of Louisiana does not fall within the definition of “flood”; (d) the damages caused by water entering Orleans Parish and the surrounding area was a result of man-made occurrence and are properly covered under class members’ policies; (e) many class members suffered total losses to their residences; and (f) many class members are entitled to recover the full value for their residences stated on their policies pursuant to the Louisiana Valued Policy Law. In accordance with these requested declarations, Plaintiff seeks to recover amounts that it alleges should have been paid to policyholders under their insurance agreements, as well as penalties, attorneys’ fees, and costs. The case has been removed to, and is presently pending in, the United States District Court, Eastern District of Louisiana, where it has been consolidated into the case In re Katrina Canal Breaches Consolidated Litigation referenced above.

The Company continues to vigorously defend these matters and other cases related to losses incurred in connection with Hurricane Katrina. The Fifth Circuit Court’s decisions in the federal court cases are not legally binding on the state courts, and the effect of these decisions may be affected by subsequent decisions issued by the Supreme Court of Louisiana, including in cases to which we are not a party. The Company believes that the flood exclusions at issue are unambiguous and enforceable. However, a final non-appealable order that the Company’s flood exclusions do not exclude losses from flooding caused by third-party negligence and a determination that such negligence was the efficient proximate cause of such flooding, or that such an exclusion is inapplicable where any portion of a loss is attributable to a covered peril, would likely have a material adverse effect on the Company’s financial position, as well as on the Company’s results of operations. The Company has established its loss

and loss adjustment reserves on the assumption that the flood exclusion will be found to be enforceable and effective to exclude losses caused by third-party negligence, as well as by Acts of God, and that the application of the Valued Policy Law will not result in the Company having to pay damages for perils not otherwise covered.

Other Matters

The Company has been named a defendant in various other legal proceedings arising in the normal course of business, including one other suit which, like the Emerald case described above, challenges the Company’s imposition of certain restrictions on trading funds invested in separate accounts. The potential outcome of any such proceedings in which the Company has been named a defendant, and the Company’s ultimate liability, if any, from such legal proceedings, is difficult to predict at this time. In the Company’s opinion, based on the advice of legal counsel, the ultimate resolutions of such proceedings will not have a material effect on the Company’s financial position, although they could have a material effect on the results of operations for a particular quarter or annual period.

REGULATORY AND INDUSTRY DEVELOPMENTS

Unfavorable economic conditions may contribute to an increase in the number of insurance companies that are under regulatory supervision. This may result in an increase in mandatory assessments by state guaranty funds, or voluntary payments by solvent insurance companies to cover losses to policyholders of insolvent or rehabilitated companies. Mandatory assessments, which are subject to statutory limits, can be partially recovered through a reduction in future premium taxes in some states. The Company is not able to reasonably estimate the potential impact of any such future assessments or voluntary payments.

On July 16, 2007, Massachusetts Commissioner of Insurance issued two decisions pertaining to personal automobile insurance. The first decision calls for the end of the “fixed and established” system of setting auto rates and replaces it with a system of “managed competition”. The second decision orders the implementation of an Assigned Risk Plan beginning with new business as of April 1, 2008.

The Commissioner of Insurance has issued a regulation providing the framework for the transition from a market in which the rates are set by the Commissioner to one in which companies propose their own rates. The Massachusetts Division of Insurance is conducting weekly public meetings to provide additional guidance on how managed competition will be implemented. At present, it is too early in the process to determine what impact, if any, managed competition will have on the Company’s business.

Additionally, certain Massachusetts legislators have called for legislation to be passed that would limit the implementation of managed competition. Reportedly, the legislators seek to implement a number of restrictions on the implementation of managed competition, including a limit on the type of permissible rating factors. It is uncertain as to whether the legislation will be enacted and if enacted, what effect, if any, it would have on the Company’s business. In any event, it is anticipated that personal automobile rates will decline in 2008.

The Assigned Risk Plan would distribute the Massachusetts residual auto market based on individual policyholder assignments rather than assigning carriers Exclusive Representative Producers. The Company believes the Assigned Risk Plan would provide for a more equitable distribution of residual market risks across all carriers in the market, and therefore, such plan, if implemented, is not likely to adversely affect THG’s results of operations or financial position.

Legislation was enacted in Louisiana to extend the time period for Louisiana homeowners who have policy coverage claims arising out of hurricanes Katrina and Rita to take legal action against their insurance companies from the pre-existing 12 month period to 24 months from the date of loss. The Louisiana Supreme Court determined that the legislation is constitutional. Legislation was also adopted which increased an insurer’s potential exposure if it is determined to have acted in bad faith in the claim adjustment process. Additionally, the State of Louisiana continues to impose regulatory restrictions on the Company’s ability to reduce exposure to areas affected by hurricanes Katrina and Rita and to increase or maintain rates on homeowners policies.

In January 2007, the Governor of Florida signed into law significant changes affecting the property and casualty insurance market. The legislation reversed two previously approved rate increases for the residual market property insurer, Citizens Property Insurance Corporation, and mandated that private insurer rates be adjusted to reflect projected savings in reinsurance costs realized through purchases of catastrophe reinsurance from the Florida Hurricane Catastrophe Fund. Insurers are presently prohibited by an Emergency Rule from canceling, non-renewing or raising rates with very limited exceptions, until rate filings reflecting the reduced cost of reinsurance from the Florida Hurricane Catastrophe Fund have been filed with the Office of Insurance Regulation. The newly enacted restrictions also require any company which writes personal automobile business in Florida to write homeowners insurance if it or any of its affiliates write homeowners in any other state.

On August 3, 2007, the Commissioner of the Florida Office of Insurance Regulation issued a Consent Order which permits the Company to non-renew its Florida homeowners insurance policies, beginning December 15, 2007, and continuing until all such policies are non-renewed, which is expected to occur over the ensuing twelve months. Non-renewal of these policies is expected to affect policies which represent approximately $16 million in annual written premium. Florida agents whose customers will be affected by such non-renewals will be offered appointments with another company, which in turn will offer to such customers new homeowners policies on substantially the same terms and rates as the Company had provided. Additionally, the Company has entered into an agreement with a Florida insurance carrier pursuant to which, assuming certain conditions to closing the transaction are met, the Company will be deemed “affiliated” with such insurance carrier such that the Company will not be prohibited from continuing to write personal automobile insurance in Florida.

In addition, the Florida legislation is expected to result in a substantial increase in the size of Citizens Property Insurance Corporation, thereby increasing the potential for significant assessments or other liabilities on insurance companies in the event of catastrophic losses. Such assessments apply to property and non-property lines of business and to commercial as well as to personal lines. In the event of a significant catastrophic event, it is possible that reinsurance purchased from the Florida Hurricane Catastrophe Fund would be uncollectible or that the Company would be unable to recoup such assessments or assessments arising under the Florida Insurance Guaranty Association in the event of the insolvency of other insurance companies doing business in Florida. In the event Citizens Property Insurance Corporation incurred significant catastrophic losses, the Company could incur assessment expenses which could be material. It is possible that any additional efforts the Company undertakes to mitigate this exposure could significantly affect premiums and profitability in Florida.

Over the past year other state-sponsored insurers, reinsurers or involuntary pools have increased significantly, particularly those states which have Atlantic or Gulf Coast exposures. As a result, the potential assessment exposure of insurers doing business in such states and the attendant collection risks has increased, particularly, in the states of Massachusetts, Louisiana and Florida. Such actions and related regulatory restrictions may limit the Company’s ability to reduce its potential exposure to hurricane related losses. It is possible that other states may take action similar to those taken in the state of Florida. At this time the Company is unable to predict the likelihood or impact of any such potential assessments or other actions.

In addition, the Company is involved, from time to time, in investigations and proceedings by governmental and self-regulatory agencies. The potential outcome of any such action, or regulatory proceedings or other legal proceedings in which the Company has been named a defendant, and the Company’s ultimate liability, if any, from such action or legal proceedings, is difficult to predict at this time. In the Company’s opinion, based on the advice of legal counsel, the ultimate resolutions of such proceedings will not have a material effect on the Company’s financial position, although they could have a material effect on the results of operations for a particular quarter or annual period.

RESIDUAL MARKETS

The Company is required to participate in residual markets in various states. The results of the residual markets are not subject to the predictability associated with the Company’s own managed business, and are significant to the workers’ compensation line of business, the homeowners line of business and both the personal and commercial automobile lines of business.

PART I

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TABLE OF CONTENTS


Introduction		25
Executive Overview		25
Description of Operating Segments		26
Results of Operations		26
Segment Income		27
Other Items		28
Segment Results		30
Property and Casualty		30
Life Companies		43
Investment Portfolio		44
Income Taxes		46
Critical Accounting Estimates		47
Significant Transactions		50
Statutory Capital of Insurance Subsidiaries		50
Rating Agency Actions		50
Liquidity and Capital Resources		51
Off-Balance Sheet Arrangements		51
Contingencies and Regulatory Matters		52
Recent Developments		55
Risks and Forward-Looking Statements		55
Glossary of Selected Insurance Terms		56

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 2006 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Our results of operations include the accounts of The Hanover Insurance Company (“Hanover Insurance”) and Citizens Insurance Company of America (“Citizens”), our principal property and casualty companies; First Allmerica Financial Life Insurance Company (“FAFLIC”), our life insurance and annuity company; and certain other insurance and non-insurance subsidiaries.

Executive Overview

We continue to remain focused on our primary strategy of profitably growing both our Personal Lines and Commercial Lines of business.

In our Personal Lines business, we continue to focus on making investments that are intended to help us maintain profitability, build a distinctive position in the market and provide us with profitable growth opportunities. We expect continued growth from Connections^® Auto, which is available in 17 states and continues to account for most of our new personal automobile business. Our Connections Auto product is designed to be competitive for a wide spectrum of drivers through its multivariate rating application, which calculates rates based upon the magnitude and correlation of multiple risk factors. Additionally, we expect our recent agency appointments, most of which are in states where we have historically done little or no business, to contribute to our premium growth. We have appointed almost 200 new agents in the first nine months of 2007 and continue to focus on the development of these and additional new relationships with agents in the states where we conduct business. At the same time, core to our strategy is to broaden our portfolio offerings and write “total accounts”, which are accounts that include multiple personal line coverages for the same customer. Accordingly, in April 2007, we introduced a new homeowners product, Connections^® Home, which is now available in 16 states. Additionally, we continue to make investments in and focus on growing our umbrella product and other personal lines coverages throughout 2007. With our broader portfolio of products implemented and starting to contribute to our growth, we continue to work closely with high potential agents to increase the percentage of business they place with us. We expect these efforts to contribute to the continued growth in our Personal Lines. Market conditions, however, are currently challenging with pricing pressures and economic conditions becoming more difficult, especially in Michigan. We are working closely with our partner agents in Michigan to remain a dominant writer with strong margins. We believe that market conditions will remain competitive in Personal Lines.

In the Commercial Lines business, the market has also become increasingly competitive, a trend that we expect to continue and intensify for the foreseeable future. More significant price competition requires us to continue to be highly disciplined in our underwriting process to ensure that our growth continues only at acceptable margins. Our focus continues to be on improving and expanding our partnerships with agents. We continue to target, through mid-sized agents, small and first-tier middle markets, which encompass clients whose premiums are generally below $200,000. We plan to continue to develop our specialty businesses, particularly bond and inland marine, which on average are expected to offer higher margins over time and enable us to deliver a more complete product portfolio to our agents and policyholders in our target markets. We have experienced significant new business growth in these specialty lines in the first nine months of 2007 and anticipate further growth in these lines throughout 2007. Additionally, we continue to focus on expanding our product offerings in this specialty business as evidenced through our recent acquisition of Professionals Direct, Inc. This acquisition, which closed September 14, 2007, is expected to provide our agents with access to professional liability coverage for lawyers. Our small commercial business will also continue to be a focus for the remainder of 2007, as we emphasize and introduce enhancements to the product, and improve technology and ease of doing business with our agents. These improvements include expanded underwriting appetite for workers’ compensation and business owners’ policies, as well as additional coverage features in our business owners’ policies. Our technology investments are intended to provide our agents with the ability to view a customer’s full account and provide eligibility guidance as well as other important ease of business improvements for our agents. We believe our specialty capabilities and small commercial opportunities, coupled with distinctiveness in the middle market, enables us to deliver significant value to our agents and policyholders in our target markets.

During the first nine months of 2007, our property and casualty group’s segment income increased $61.1 million, or 26.5%, compared to the prior year. This increase was attributable to lower losses, including a $37.1 million decrease in catastrophe related activity, primarily related to changes in Hurricane Katrina reserves. Also reflected in the lower losses for the first nine months of 2007 was higher favorable development of prior years’ reserves, partially offset by increased current accident year losses. Additionally, net investment income was $14.3 million higher than the comparable period of 2006.

We experienced new business premium growth during the first nine months of 2007. However, this growth has slowed in recent quarters compared to prior quarters in both Personal Lines and Commercial Lines. The pricing adjustments we made to our Connections Auto product in Personal Lines and pricing competition in Commercial Lines have contributed to this recent decline. Additionally, over the past several years, we have made significant investments and increased expenses in order to, among other things, strengthen our product offerings and service capabilities, improve technology and our operating models, build expertise in our personnel

and expand our distribution capabilities. Our ability to achieve significant profitable premium growth in 2007 and later years, in order to earn adequate returns on such investments and expenses, and to grow further without proportionate increases in expenses, is key to our current strategy.

Description of Operating Segments

Our primary business operations include insurance products and services in three property and casualty operating segments. These segments are Personal Lines, Commercial Lines and Other Property and Casualty. Our fourth operating segment, Life Companies, 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.

The Property and Casualty group manages its operations principally through three segments: Personal Lines, Commercial Lines and Other Property and Casualty. Personal Lines includes such property and casualty coverages as personal automobile, homeowners and other personal coverages, while Commercial Lines includes such property and casualty coverages as commercial multiple peril, commercial automobile, workers’ compensation and other commercial coverages, such as bonds and inland marine business. In addition, the Other Property and Casualty segment consists of: Amgro, Inc. (“AMGRO”), our premium financing business; Opus Investment Management, Inc. (“Opus”), which markets investment management services to institutions, pension funds and other organizations; and earnings on holding company assets, as well as voluntary pools business in which we have not actively participated since 1995.

Our Life Companies segment consists primarily of a block of traditional life insurance products (principally the Closed Block), our group retirement annuity contract business and our guaranteed investment contract (“GIC”) business, as well as certain non-insurance subsidiaries. Assets and liabilities related to our reinsured variable life insurance and annuity business, as well as our discontinued group life and health business, including group life and health voluntary pools, are reflected in this segment.

We report interest expense related to our corporate debt separately from the earnings of our operating segments. Corporate debt consists of our junior subordinated debentures and our senior debentures.

Results of Operations

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 corporate debt. In addition, segment income excludes certain items which we believe are not indicative of our core operations. The income of our segments excludes items such as federal income taxes and net realized investment gains and losses, including net gains or 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, 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 segment income enhances an investor’s understanding of our results of operations by highlighting net 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”).

Our consolidated net income for the third quarter of 2007 was $53.9 million compared to $33.4 million for the same period in 2006. The $20.5 million increase in earnings is primarily due to an increase in our segment results of $37.0 million, which was primarily attributable to the property and casualty business. This was partially offset by a corresponding increase in federal income taxes on segment income of $11.6 million.

Consolidated net income for the first nine months was $177.3 million, compared to $124.8 million for the same period in 2006. The $52.5 million increase in earnings primarily reflects increased after tax segment results of $36.9 million, primarily in our property and casualty business, and absence of $25.8 million of losses incurred in the first nine months of 2006 related to the prior disposal of our variable life insurance and annuity business. These increases are partially offset by a $10.2 million decrease in net realized investment gains.

The following table reflects segment income as determined in accordance with Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information and a reconciliation of total segment income to consolidated net income.


	Quarter Ended September 30,						Nine Months Ended September 30,
(In millions)	2007			2006			2007			2006
Segment income before federal income taxes:
Property and Casualty
Personal Lines	$	49.4		$	35.0		$	152.5		$	137.7
Commercial Lines		39.4			7.7			127.7			76.9
Other Property and Casualty		4.0			10.1			11.6			16.1

Total Property and Casualty		92.8			52.8			291.8			230.7
Life Companies		(4.1	)		(1.1	)		(4.2	)		(4.0	)
Interest expense on corporate debt		(10.0	)		(10.0	)		(29.9	)		(29.9	)

Total segment income before federal income taxes		78.7			41.7			257.7			196.8

Federal income tax expense on segment income		(25.7	)		(14.1	)		(85.3	)		(61.3	)
Net realized investment (losses) gains, net of amortization		(0.9	)		2.0			1.2			11.4
Federal income tax settlement		0.2			—			2.6			—
Net gains on derivative instruments		—			0.1			0.1			0.2
Restructuring (cost) benefit		—			(0.5	)		0.2			(1.4	)
Federal income tax benefit (expense) on non-segment items		0.7			(0.7	)		(0.2	)		(3.5	)

Income from continuing operations, net of taxes		53.0			28.5			176.3			142.2
Discontinued operations:
Gain (loss) from disposal of variable life insurance and annuity business, net of taxes		0.1			(2.9	)		0.2			(25.8	)
Gain on sale of Financial Profiles, Inc., net of taxes		0.8			7.8			0.8			7.8

Income before cumulative effect of change in accounting principle		53.9			33.4			177.3			124.2
Cumulative effect of change in accounting principle, net of taxes		—			—			—			0.6

Net income	$	53.9		$	33.4		$	177.3		$	124.8

Segment Income

Quarter Ended September 30, 2007 Compared to Quarter Ended September 30, 2006

The Property and Casualty Group’s segment income increased $40.0 million, or 75.8%, to $92.8 million, in the third quarter of 2007, compared to $52.8 million in the third quarter of 2006. Catastrophe related activity decreased $39.1 million in the third quarter of 2007, compared to the same period of 2006. In the third quarter of 2007 and 2006, we increased our catastrophe reserves for Hurricane Katrina, net of reinsurance, by $17.0 million and $52.1 million, respectively. In addition, prior year segment income was positively affected by a litigation settlement related to Opus which resulted in a $7.0 million benefit for the third quarter of 2006. Excluding the impact of all catastrophe related activity and the litigation settlement, segment income would have increased $7.9 million as compared to 2006. This increase is primarily attributable to $7.4 million of lower underwriting and loss adjustment expenses and $6.5 million of higher net investment income. These were partially offset by a $5.0 million decrease in favorable development on prior years’ loss and LAE reserves and approximately $1 million of lower current accident year underwriting results, both of which were primarily in Personal Lines.

Life Companies’ segment loss was $4.1 million in the third quarter of 2007, compared to a loss of $1.1 million during the same period in 2006. This increase in segment loss was primarily due to unfavorable mortality and to higher pension costs, which were partially offset by lower operating expenses resulting from the continued run-off of the business.

Our federal tax expense on segment income was $25.7 million for the third quarter of 2007, compared to $14.1 million for the same period in 2006, primarily due to higher underwriting income in our property and casualty business.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

The Property and Casualty Group’s segment income increased $61.1 million, or 26.5%, to $291.8 million, for the nine months ended September 30, 2007, compared to $230.7 million in the same period of 2006. Catastrophe related activity decreased $37.1 million in the first nine months of 2007, as compared to the same period of 2006. For the periods ended September 30, 2007 and 2006, we increased our catastrophe reserves for Hurricane Katrina, net of reinsurance, by $17.0 million and $48.6 million, respectively. In addition, segment income was positively affected by the aforementioned litigation settlement which resulted in a $7.0 million benefit for the nine months ended September 30, 2006. Excluding the impact of all catastrophe related activity and the litigation settlement, segment income would have increased $31.0 million as compared to 2006. This increase is due to $14.3 million of higher net investment income, $9.0 million of lower loss adjustment and underwriting expenses and a $5.4 million decrease in losses. Losses were lower in the current year due to $29.7 million of higher favorable development on prior years’ loss and LAE reserves, partially offset by approximately $24 million of higher current accident year losses, primarily in Personal Lines.

Life Companies’ segment loss was $4.2 million in the nine months ended September 30, 2007 compared to a loss of $4.0 million in the same period of 2006. This increase was primarily due to unfavorable mortality, partially offset by lower operating expenses resulting from the continued run-off of the business.

Our federal income tax expense on segment income was $85.3 million for the first nine months of 2007 compared to $61.3 million for the same period of 2006, primarily due to higher underwriting income in our property and casualty business.

Other Items

Net realized losses on investments were $0.9 million in the third quarter of 2007 compared to a gain of $2.0 million in the same period of 2006. Net realized gains on investments for the first nine months of 2007 and 2006 were $1.2 million and $11.4 million, respectively. Net realized gains are primarily due to gains recognized from the sale of fixed maturities, partially offset by impairments of fixed maturities. Both the amount of gains recognized from sales of fixed maturities and the amount of impairment losses recognized during 2007 have decreased, as compared to 2006.

In the first and third quarters of 2007, respectively, we recorded benefits of $2.4 million and $0.2 million for a settlement with the Internal Revenue Service related to interest claims for 1977 through 1994.

In 2005, we sold our variable life insurance and annuity business to The Goldman Sachs Group (“Goldman Sachs”). In the third quarter of 2007 and 2006, we recorded a gain of $0.1 million and a loss of $2.9 million, respectively, related to this sale. In the first nine months of 2007 and 2006, we recorded a gain of $0.2 million and a loss of $25.8 million, respectively. Losses in the first nine months of 2006 included a $15.0 million provision for our estimated potential liability for certain contractual indemnities to Goldman Sachs relating to the pre-sale activities of the business sold. This $15.0 million provision was recorded under FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (“FIN 45”). Additionally, both the quarter and nine months ended September 30, 2006 included losses related to costs associated with the transition of this business to Goldman Sachs.

In the third quarter of 2006, we recognized a $7.8 million gain on the sale of Financial Profiles Inc. and we recognized an additional $0.8 million gain in the third quarter of 2007 (see Significant Transactions).

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“Statement No. 123(R)”), which resulted in a benefit of $0.6 million. This adjustment was the result of remeasuring the value of certain stock-based awards at grant-date fair value that had previously been measured at intrinsic value.

Net income includes the following items by segment:


	Quarter Ended September 30, 2007
	Property and Casualty
	Personal Lines			Commercial Lines			Other Property and Casualty (2)		Life Companies			Total
Net realized investment losses (1)	$	(0.4	)	$	(0.4	)	$	—	$	(0.1	)	$	(0.9	)
Federal income tax settlement		—			—			—		0.2			0.2
Gain on disposal of variable life insurance and annuity business, net of taxes		—			—			—		0.1			0.1
Gain on sale of Financial Profiles, Inc., net of taxes		—			—			—		0.8			0.8

	Quarter Ended September 30, 2006
	Property and Casualty
	Personal Lines			Commercial Lines			Other Property and Casualty (2)		Life Companies			Total
Net realized investment gains (1)	$	0.6		$	1.0		$	—	$	0.4		$	2.0
Gains on derivative instruments		—			—			—		0.1			0.1
Restructuring costs		—			—			—		(0.5	)		(0.5	)
Loss on disposal of variable life insurance and annuity business, net of taxes		—			—			—		(2.9	)		(2.9	)
Gain on sale of Financial Profiles, Inc., net of taxes		—			—			—		7.8			7.8

	Nine Months Ended September 30, 2007
	Property and Casualty
	Personal Lines			Commercial Lines			Other Property and Casualty (2)		Life Companies			Total
Net realized investment (losses) gains (1)	$	(0.4	)	$	(0.4	)	$	0.5	$	1.5		$	1.2
Gains on derivative instruments		—			—			—		0.1			0.1
Restructuring benefit		—			—			—		0.2			0.2
Federal income tax settlement		—			—			—		2.6			2.6
Gain on disposal of variable life insurance and annuity business, net of taxes		—			—			—		0.2			0.2
Gain on sale of Financial Profiles, Inc., net of taxes		—			—			—		0.8			0.8

	Nine Months Ended September 30, 2006
	Property and Casualty
	Personal Lines			Commercial Lines			Other Property and Casualty (2)		Life Companies			Total
Net realized investment gains (losses) (1)	$	5.3		$	5.7		$	3.7	$	(3.3	)	$	11.4
Gains on derivative instruments		—			—			—		0.2			0.2
Restructuring costs		—			—			—		(1.4	)		(1.4	)
Loss on disposal of variable life insurance and annuity business, net of taxes		—			—			—		(25.8	)		(25.8	)
Gain on sale of Financial Profiles, Inc., net of taxes		—			—			—		7.8			7.8
Cumulative effect of change in accounting principle, net of taxes		0.2			0.3			—		0.1			0.6

(1)

We manage investment assets for our property and casualty business based on the requirements of the entire property and casualty group. We allocate the investment income, expenses and realized gains (losses) to our Personal Lines, Commercial Lines and Other Property and Casualty segments based on actuarial information related to the underlying business.

(2)	Includes corporate eliminations.

Segment Results

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

Property and Casualty

The following table summarizes the results of operations for the Property and Casualty group:


	Quarter Ended September 30,				Nine Months Ended September 30,
(In millions)	2007		2006		2007		2006
Segment revenues
Net premiums written	$	621.8	$	602.9	$	1,853.7	$	1,775.3

Net premiums earned	$	595.2	$	562.6	$	1,770.3	$	1,652.9
Net investment income		62.4		55.9		182.7		168.4
Other income		16.9		20.9		48.3		48.7

Total segment revenues		674.5		639.4		2,001.3		1,870.0

Losses and operating expenses
Losses and loss adjustment expenses		373.4		380.2		1,089.8		1,044.6
Policy acquisition expenses		132.5		121.5		389.5		352.1
Other operating expenses		75.8		84.9		230.2		242.6

Total losses and operating expenses		581.7		586.6		1,709.5		1,639.3

Segment income	$	92.8	$	52.8	$	291.8	$	230.7

Quarter Ended September 30, 2007 Compared to Quarter Ended September 30, 2006

The Property and Casualty Group’s segment income increased $40.0 million, or 75.8%, to $92.8 million, in the third quarter of 2007, compared to $52.8 million in the third quarter of 2006. Catastrophe related activity decreased $39.1 million, from $64.2 million in the third quarter of 2006 to $25.1 million in the same period of 2007. In the third quarter of 2007 and 2006, we increased our catastrophe reserves for Hurricane Katrina, net of reinsurance, by $17.0 million and $52.1, respectively. In addition, prior year segment income was positively affected by a litigation settlement related to Opus which resulted in a $7.0 million benefit for the third quarter of 2006. Excluding the impact of all catastrophe related activity and the litigation settlement, segment income would have increased $7.9 million as compared to 2006. This increase is primarily attributable to lower underwriting and loss adjustment expenses and higher net investment income, partially offset by a decrease in favorable development on prior years’ loss and LAE reserves and lower current accident year underwriting results. Underwriting expenses and LAE decreased $7.4 million in the third quarter of 2007, primarily due to lower variable compensation and technology expenses. Net investment income increased $6.5 million in the third quarter of 2007, primarily due to favorable operational cash flows and higher earnings on holding company assets. These favorable items were partially offset by a $5.0 million decrease in favorable development on prior years’ loss and LAE reserves, as well as lower current accident year results of approximately $1.0 million in the third quarter of 2007, both of which were primarily in Personal Lines.

Production and Underwriting Results

The following table summarizes GAAP net premiums written and GAAP loss, LAE, expense and combined ratios for the Personal Lines and Commercial Lines segments. These items are not meaningful for our Other Property and Casualty segment.

Quarter Ended September 30,

2007

2006

(In millions, except ratios)

GAAP Net
Premiums
Written

GAAP
Loss
Ratios
(1)(2)

Catastrophe
loss

ratios (3)

GAAP Net
Premiums
Written

GAAP
Loss
Ratios
(1)(2)

Catastrophe
loss

ratios (3)

Personal Lines:

Personal automobile

260.3

56.0

N/M

253.7

55.6

0.4

Homeowners

122.0

54.6

4.5

118.8

56.1

14.2

Other personal

10.6

47.4

4.1

10.7

46.4

12.1

Total Personal Lines

392.9

55.3

1.3

383.2

55.4

4.7

Commercial Lines:

Workers’ compensation

28.1

38.3

N/M

27.2

48.9

N/M

Commercial automobile

48.7

49.4

(0.6

)

48.7

40.7

1.4

Commercial multiple peril

85.9

56.1

14.7

86.2

73.4

38.7

Other commercial

66.2

30.4

4.0

57.6

40.3

11.5

Total Commercial Lines

228.9

45.4

6.7

219.7

54.9

18.7

Total

621.8

51.6

3.4

602.9

55.2

9.9

2007

2006

GAAP LAE
Ratio

GAAP
Expense
Ratio

GAAP
Combined
Ratio (4)

GAAP LAE
Ratio

GAAP
Expense
Ratio

GAAP
Combined
Ratio (4)

Personal Lines

10.7

29.6

95.6

12.6

30.4

98.4

Commercial Lines

11.9

38.6

95.9

12.0

42.4

109.2

Total

11.2

33.0

95.8

12.3

34.9

102.4

(1)	GAAP loss ratio is a common industry measurement of the results of property and casualty insurance underwriting. This ratio reflects incurred claims compared to premiums earned. Our GAAP loss ratios include catastrophe losses.

(2)	Includes policyholders’ dividends.

(3)	Catastrophe loss ratio reflects incurred catastrophe claims compared to premiums earned.

(4)

GAAP combined ratio is a common industry measurement of the results of property and casualty insurance underwriting. This ratio is the sum of incurred claims, claim expenses and underwriting expenses incurred to premiums earned. Our GAAP combined ratios also include the impact of catastrophes. Federal income taxes, net investment income and other non- underwriting expenses are not reflected in the GAAP combined ratio.

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


	Quarter Ended September 30,
	2007												2006
(In millions)	Personal Lines			Commercial Lines			Other Property and Casualty			Total			Personal Lines			Commercial Lines			Other Property and Casualty			Total
GAAP underwriting profit (loss), excluding prior year reserve development and catastrophes	$	12.0		$	4.4		$	(0.2	)	$	16.2		$	13.1		$	(1.7	)	$	(0.1	)	$	11.3
Prior year reserve development favorable (unfavorable)		9.6			24.8			(0.2	)		34.2			13.6			25.7			(0.1	)		39.2
Pre-tax catastrophe effect		(5.2	)		(19.9	)		—			(25.1	)		(20.7	)		(43.5	)		—			(64.2	)

GAAP underwriting profit (loss)		16.4			9.3			(0.4	)		25.3			6.0			(19.5	)		(0.2	)		(13.7	)
Net investment income		30.2			27.9			4.3			62.4			26.7			26.0			3.2			55.9
Fees and other income		4.9			4.2			7.8			16.9			3.4			4.1			13.4			20.9
Other operating expenses		(2.1	)		(2.0	)		(7.7	)		(11.8	)		(1.1	)		(2.9	)		(6.3	)		(10.3	)

Segment income	$	49.4		$	39.4		$	4.0		$	92.8		$	35.0		$	7.7		$	10.1		$	52.8

Personal Lines

Personal Lines’ net premiums written increased $9.7 million, or 2.5%, to $392.9 million in the third quarter of 2007. Net written premium growth in the quarter was primarily attributable to rate increases in the personal automobile and homeowners lines. In the personal automobile line, rate increases in all states except Massachusetts contributed to the overall growth of 2.6%. Massachusetts rates declined in accordance with the Commissioner’s mandated 11.7% rate decrease effective April 1, 2007. In the homeowners line, growth of 2.6% was driven by rate increases in Louisiana, Florida and Michigan.

Net written premium in the personal automobile line increased by 2.6% in the third quarter as compared to the third quarter of 2006. This growth was driven by the above mentioned rate increases and by an increase in renewal policies issued in the quarter, partially offset by a reduction in new business policies issued, as well as a reduction in average premium which we attribute to changes in our mix of business.

Policies in force in the personal automobile line of business increased 5.0% compared to the third quarter of last year, driven by new business in the most recent four quarters due to the introduction of Connections Auto in 17 states and by the appointment of new agents in states where we previously had little or no business.

Policies in force in the homeowners line of business has decreased 2.5% compared to the third quarter of last year, primarily as a result of declines in Michigan, which we believe is impacted by a declining general economy in the state. Policies in force also decreased due to exposure management actions taken in coastal states. Partially offsetting these reductions is an increase in policies in force in newer states.

Our underwriting profit, excluding prior year reserve development and catastrophes, declined $1.1 million, from $13.1 million in the third quarter of 2006, to $12.0 million in 2007. This decline was primarily due to a reduction in current accident year profit of approximately $6 million, primarily due to property losses in our homeowners line. This was partially offset by lower LAE and underwriting expenses of $5.0 million, primarily due to lower variable compensation, technology and independent adjuster costs.

Favorable development on prior years’ loss and LAE reserves, excluding Hurricane Katrina, decreased $4.0 million, from $13.6 million in the third quarter of 2006 to $9.6 million in 2007. In both the third quarter 2007 and 2006, favorable development was driven by improved personal automobile bodily injury liability and relates primarily to the three most recent accident years.

The pre-tax effect of catastrophes decreased $15.5 million, from $20.7 million in the third quarter of 2006 to $5.2 million in 2007. In the third quarter of 2007, we lowered our catastrophe reserves, net of reinsurance, for Hurricane Katrina by $0.2 million, while in 2006 our catastrophe reserves for Hurricane Katrina were increased by $12.4 million.

Net investment income was $30.2 million for the third quarter of 2007, an increase of $3.5 million compared to the same period in the prior year, primarily due to increased operating cash flows.

Our ability to maintain and increase Personal Lines’ net written premiums and to maintain and improve underwriting results is expected to be affected by increasing price competition, our ability to achieve acceptable margins and growth on new business and to retain our existing business, regulatory actions, the difficult economic conditions in Michigan, and our plans to continue to reduce coastal

exposures. New business generally experiences higher loss ratios than our other business, and is more difficult to predict. We have experienced loss ratios with our Connections Auto business which are higher than expected, particularly in states in which we have less experience and data. We have initiated several actions to improve our results in new business; however, our ability to maintain or increase earnings and continue to grow could be adversely affected should the loss ratios for new business prove to be higher than our pricing and profitability expectations, or if required adjustments to enhance risk segmentation and related agency management actions result in making our products less price competitive.

In addition, as discussed under “Contingencies and Regulatory Matters—Other Regulatory Matters”, the state of Florida has taken actions which significantly affect the property and casualty insurance market in that state, including ordering rate reductions for homeowners insurance products and subjecting insurance companies that do business in the state to potentially significant assessments in the event of catastrophic losses that are insured or reinsured by state-sponsored insurance or reinsurance entities. Similar issues may arise in other states with coastal exposures, and such state actions or our responses thereto could have a significant impact on our underwriting margins and growth prospects, as well as our ability to manage exposures to hurricane losses.

Commercial Lines

Commercial Lines’ net premiums written increased $9.2 million, or 4.2%, to $228.9 million during the third quarter of 2007. The quarter over quarter comparison of net premiums written was adversely affected by the timing and extent of coastal exposure management actions taken in Louisiana. Excluding the impact of net premiums written in Louisiana, the third quarter’s net premiums written would have increased by approximately 6.0% compared to the corresponding quarter last year. This increase is attributable to 14.9% growth in our other commercial lines business, primarily inland marine and bonds. For our more traditional lines of business, such as workers’ compensation, commercial automobile and commercial multiple peril, net written premiums in the third quarter of 2007 were relatively consistent with net written premiums in the same period of 2006. Underlying these results were increased new business levels in our small commercial business and flat to minimally declining pricing, partially offset by lower retention, as we were disciplined in our underwriting process to maintain acceptable margins in an increasingly competitive pricing environment.

Our underwriting profit, excluding prior year reserve development and catastrophes, increased $6.1 million, from an underwriting loss of $1.7 million in the third quarter of 2006 to a gain of $4.4 million in 2007. This increase was primarily due to improved current accident year profit of approximately $6 million due to lower losses in our workers’ compensation line, continued growth primarily in our inland marine and bonds lines of business, and lower underwriting expenses related to variable compensation and technology, partially offset by large property losses in our commercial multiple peril line.

Favorable development on prior years’ loss and LAE reserves, excluding Hurricane Katrina, was $24.8 million and $25.7 million in the third quarters of 2007 and 2006, respectively. In the third quarter of 2007, favorable development was driven by commercial multiple peril, workers’ compensation and other commercial lines. In the third quarter 2006, favorable development was driven by commercial automobile, commercial multiple peril and workers’ compensation.

The pre-tax effect of catastrophes decreased $23.6 million, from $43.5 million in the third quarter of 2006, to $19.9 million in 2007. In both the third quarter of 2007 and 2006, we increased our catastrophe reserves for Hurricane Katrina by $17.2 million and $39.7 million, respectively.

We have experienced increasing competition in our Commercial Lines segment and have begun to experience modest premium decreases on renewal policies, most notably in Michigan. We believe that the industry is also experiencing overall rate decreases. Our ability to increase Commercial Lines’ net premiums written while maintaining or improving underwriting results is expected to be affected by increased price competition and the difficult economic conditions in Michigan.

Other Property and Casualty

Segment income of the Other Property and Casualty segment decreased $6.1 million, to $4.0 million in the third quarter of 2007, from $10.1 million for the same period in 2006. Segment income in the third quarter of 2006 includes a payment to Opus in the amount of $7.0 million in settlement of claims which Opus alleged in a lawsuit filed in 2003 against various parties. Excluding this settlement, Other Property and Casualty segment income would have increased $0.9 million as compared to 2006. The increase is primarily due to increased net investment income on holding company assets.

Investment Results

Net investment income increased $6.5 million, or 11.6%, to $62.4 million for the quarter ended September 30, 2007. The increase in net investment income was primarily due to higher average invested assets resulting from operational cash flows, as well as an increase in limited partnership income. The average pre-tax yield on fixed maturities was 5.6% for the third quarter of 2007 and 5.5% for the third quarter of 2006.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Property and Casualty segment income increased $61.1 million, or 26.5%, to $291.8 million, for the nine months ended September 30, 2007, compared to $230.7 million in the same period of 2006. Catastrophe related activity decreased $37.1 million, from $91.0 million in the first nine months of 2006 to $53.9 million in the same period of 2007. For the periods ended September 30, 2007 and 2006, we increased our catastrophe reserves for Hurricane Katrina, net of reinsurance, by $17.0 million and $48.6 million, respectively. In addition, segment income was positively affected by the aforementioned litigation settlement which resulted in a $7.0 million benefit for the nine months ended September 30, 2006. Excluding the impact of all catastrophe related activity and the litigation settlement, segment income would have increased $31.0 million as compared to 2006. This increase is due to higher net investment income, lower losses and lower loss adjustment and underwriting expenses. Net investment income increased $14.3 million in the first nine months of 2007, primarily due to favorable operational cash flows and higher earnings on holding company assets. Losses were lower in the current year due to higher favorable development on prior years’ loss and LAE reserves that were partially offset by higher current accident year losses. Favorable development on prior years’ reserves increased $29.7 million, to $121.0 million in the first nine months of 2007, from $91.3 million in the same period of 2006. Current accident year results decreased approximately $24 million in the first nine months of 2007, primarily in Personal Lines. In addition, loss adjustment and underwriting expenses decreased $9.0 million in the first nine months of 2007, primarily due to lower variable compensation, technology, legal and independent adjusters costs, partially offset by higher salaries and employee benefit costs.

Production and Underwriting Results

Nine Months Ended September 30,

2007

2006

(In millions, except ratios)

GAAP Net
Premiums
Written

GAAP
Loss
Ratios
(1)(2)

Catastrophe
loss

ratios (3)

GAAP Net
Premiums
Written

GAAP
Loss
Ratios
(1)(2)

Catastrophe
loss

ratios (3)

Personal Lines:

Personal automobile

783.4

56.1

0.3

749.7

56.0

0.3

Homeowners

316.9

53.1

5.4

305.6

51.5

8.5

Other personal

29.7

35.5

3.8

30.2

31.5

5.5

Total Personal Lines

1,130.0

54.7

1.8

1,085.5

53.9

2.8

Commercial Lines:

Workers’ compensation

88.7

43.1

N/M

90.5

57.9

N/M

Commercial automobile

155.1

46.9

-0.1

154.3

44.8

1.3

Commercial multiple peril

273.2

51.2

8.2

275.4

53.0

15.2

Other commercial

206.4

32.3

2.4

169.3

37.8

9.7

Total Commercial Lines

723.4

44.1

3.8

689.5

48.2

8.7

Total

1,853.4

50.7

2.6

1,775.0

52.0

5.0

2007

2006

GAAP LAE
Ratio

GAAP
Expense
Ratio

GAAP
Combined
Ratio (4)

GAAP LAE
Ratio

GAAP
Expense
Ratio

GAAP
Combined
Ratio (4)

Personal Lines

10.9

29.4

95.0

11.4

29.9

95.2

Commercial Lines

10.7

39.0

93.8

10.9

41.5

100.9

Total

10.8

33.0

94.5

11.2

34.2

97.4

(1)	GAAP loss ratio is a common industry measurement of the results of property and casualty insurance underwriting. This ratio reflects incurred claims compared to premiums earned. Our GAAP loss ratios include catastrophe losses.

(2)	Includes policyholders’ dividends.

(3)	Catastrophe loss ratio reflects incurred catastrophe claims compared to premiums earned.

(4)

GAAP combined ratio is a common industry measurement of the results of property and casualty insurance underwriting. This ratio is the sum of incurred claims, claim expenses and underwriting expenses incurred to premiums earned. Our GAAP combined ratios also include the impact of catastrophes. Federal income taxes, net investment income and other non-underwriting expenses are not reflected in the GAAP combined ratio.

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


	Nine Months Ended September 30,
	2007												2006
(In millions)	Personal Lines			Commercial Lines			Other Property and Casualty			Total			Personal Lines			Commercial Lines			Other Property and Casualty			Total
GAAP underwriting profit, excluding prior year reserve development and catastrophes	$	22.2		$	6.0		$	0.2		$	28.4		$	42.7		$	0.2		$	—		$	42.9
Prior year reserve development favorable (unfavorable)		53.6			68.6			(1.2	)		121.0			38.2			54.5			(1.4	)		91.3
Pre-tax catastrophe effect		(21.6	)		(32.3	)		—			(53.9	)		(31.8	)		(59.2	)		—			(91.0	)

GAAP underwriting profit (loss)		54.2			42.3			(1.0	)		95.5			49.1			(4.5	)		(1.4	)		43.2
Net investment income		88.5			81.8			12.4			182.7			80.1			78.3			10.0			168.4
Fees and other income		13.9			11.8			22.6			48.3			11.6			12.1			25.0			48.7
Other operating expenses		(4.1	)		(8.2	)		(22.4	)		(34.7	)		(3.1	)		(9.0	)		(17.5	)		(29.6	)

Segment income	$	152.5		$	127.7		$	11.6		$	291.8		$	137.7		$	76.9		$	16.1		$	230.7

Personal Lines

Personal Lines’ net premiums written increased $44.5 million, or 4.1%, to $1.1 billion in the first nine months of 2007. This net written premium growth was primarily attributable to rate increases in the personal automobile and homeowners lines, and to a lesser extent, an increase in new business written in the personal automobile line from our Connections Auto product. In the personal automobile line, rate increases in all states except Massachusetts contributed to overall growth of 4.5%. Massachusetts rates declined in accordance with the Commissioner’s mandated 11.7% and 8.7% rate decreases effective January 1, 2006 and April 1, 2007, respectively. In the homeowners line, growth of 3.7% was driven by rate increases in Louisiana, Florida and Michigan.

Partially offsetting these items was lower retention in Michigan, which we believe is partially impacted by a weakening general economy in the state, coastal exposure management actions in homeowners, a decline in assumed premium from the Massachusetts CAR pool, a reduction in business produced by Massachusetts Exclusive Representative Producers (“ERP”) arising from the redistribution of certain ERPs that started in April of 2006 and was completed this year, and the sale of certain group businesses in New Jersey that were not aligned with our current strategy.

Our underwriting profit, excluding prior year reserve development and catastrophes, declined $20.5 million, from $42.7 million in the first nine months of 2006 to $22.2 million in 2007. This decline was primarily due to a reduction in current accident year profit of approximately $28 million due to property losses in the homeowners line and to an increase in losses in the personal automobile line. These decreases were partially offset by lower loss adjustment and underwriting expenses of $4.5 million due to lower variable compensation, technology and independent adjusters’ costs.

Favorable development on prior years’ loss and LAE reserves, excluding Hurricane Katrina, increased $15.4 million, from $38.2 million in the first nine months of 2006 to $53.6 million in 2007. This increase was driven by improved personal automobile bodily injury liability and relates primarily to the three most recent accident years.

The pre-tax effect of catastrophes decreased $10.2 million, from $31.8 million in the first nine months of 2006 to $21.6 million in 2007. In the first nine months of 2006, we increased our catastrophe reserves, net of reinsurance, for Hurricane Katrina by $5.7 million.

Net investment income was $88.5 million for the first nine months of 2007, an increase of $8.4 million compared to the same period in the prior year, primarily due to increased operating cash flows.

Commercial Lines

Commercial Lines’ net premiums written increased $33.9 million, or 4.9%, to $723.4 million for the first nine months of 2007. This increase is primarily attributable to 21.9% growth in our other commercial lines business, primarily inland marine and bonds. For our more traditional lines of business, such as workers’ compensation, commercial automobile and commercial multiple peril, net written premiums in the first nine months of 2007 were relatively consistent with net written premiums in the same period of 2006, as we were disciplined in our underwriting process to maintain acceptable margins in an increasingly competitive pricing environment.

Our underwriting profit, excluding prior year reserve development and catastrophes increased by $5.8 million, from $0.2 million in the first nine months of 2006, to $6.0 million in 2007. This increase was primarily due to continued growth in our inland marine and bonds lines of business and improved current accident year losses in our workers’ compensation line. Additionally, our expenses decreased

in the first nine months of 2007 as compared to the same period in 2006, primarily from lower variable compensation and technology costs. These were partially offset by large property losses in our commercial multiple peril and marine lines of business.

Favorable development on prior years’ loss and LAE reserves, excluding Hurricane Katrina, increased $14.1 million, from $54.5 million for the first nine months of 2006 to $68.6 million in 2007. This increase occurred across most lines, in particular the other commercial lines and commercial multi peril lines of business.

The pre-tax effect of catastrophes decreased $26.9 million, from $59.2 million in the first nine months of 2006, to $32.3 million in 2007. In both the first nine months of 2007 and 2006, we increased our catastrophe reserves, net of reinsurance, for Hurricane Katrina by $17.0 million and $42.9 million, respectively.

Other Property and Casualty

Segment income of the Other Property and Casualty segment decreased $4.5 million, to $11.6 million for the nine months ended September 30, 2007, from $16.1 million for the same period in 2006. Excluding the aforementioned $7.0 million litigation settlement benefit related to Opus, segment income would have increased $2.5 million as compared to 2006. This increase was primarily due to higher net investment income on holding company assets.

Investment Results

Net investment income increased $14.3 million, or 8.5%, to $182.7 million for the nine months ended September 30, 2007. The increase in net investment income was primarily due to higher average invested assets resulting from increased operational cash flows and a fixed maturity call premium payment. The average pre-tax yield on fixed maturities was 5.6% for the first nine months of 2007 compared to 5.5% for the first nine months of 2006.

Reserve for Losses and Loss Adjustment Expenses

Overview of Loss Reserve Estimation Process

We maintain reserves for our property and casualty products to provide for our ultimate liability for losses and loss adjustment expenses with respect to reported and unreported claims incurred as of the end of each accounting period. These reserves are estimates, taking into account actuarial projections at a given point in time, of what we expect the ultimate settlement and administration of claims will cost based on facts and circumstances then known, estimates of future trends in claim severity and frequency, judicial theories of liability and policy coverage, and other factors.

We determine the amount of loss and loss adjustment expense reserves (the “loss reserves”) based on an estimation process that is very complex and uses information obtained from both company specific and industry data, as well as general economic information. The estimation process is judgmental, and requires us to continuously monitor and evaluate the life cycle of claims on type-of-business and nature-of-claim bases. Using data obtained from this monitoring, and assumptions about emerging trends, our actuaries develop information about the size of ultimate claims based on historical experience and other available market information. The most significant assumptions used in the actuarial estimation process, which vary by line of business, include determining the expected consistency in the frequency and severity of claims incurred but not yet reported to prior years claims, the trend in loss costs, changes in the timing of the reporting of losses from the loss date to the notification date, and expected costs to settle unpaid claims. This process assumes that past experience, adjusted for the projected effects of current developments and anticipated trends, is an appropriate basis for predicting future events. On a quarterly basis, our actuaries provide to management a point estimate for each significant line of our direct business to summarize their analysis.

Management’s Review of Judgments and Key Assumptions

There is greater inherent uncertainty in estimating insurance reserves for certain types of property and casualty insurance lines, particularly workers’ compensation and other liability lines, where a longer period of time may elapse before a definitive determination of ultimate liability and losses may be made. In addition, the technological, judicial, regulatory and political climates involving these types of claims change regularly. There is also greater uncertainty in establishing reserves with respect to new business, particularly new business which is generated with respect to newly introduced product lines, by newly appointed agents or in geographies in which we have less experience in conducting business. In such cases, there is less historical experience or knowledge and less data upon which actuaries can rely. Historically, we have limited the issuance of long-tailed other liability policies, including directors and officers (“D&O”) liability, errors and omissions (“E&O”) liability and medical malpractice liability. The industry has experienced adverse loss trends in these lines of business.

We regularly update our reserve estimates as new information becomes available and further events occur which may impact the resolution of unsettled claims. Reserve adjustments are reflected in the results of operations as adjustments to losses and LAE. Often, these adjustments are recognized in periods subsequent to the period in which the underlying policy was written and the loss event occurred. These types of subsequent adjustments are described separately as “prior year reserve development”. Such development can be either favorable or unfavorable to our financial results and may vary by line of business.

Inflation generally increases the cost of losses covered by insurance contracts. The effect of inflation varies by product. Our property and casualty insurance premiums are established before the amount of losses and LAE and the extent to which inflation may affect such expenses are known. Consequently, we attempt, in establishing rates and reserves, to anticipate the potential impact of inflation and increasing medical and other costs in the projection of ultimate costs. We have experienced increasing medical costs, including those associated with personal automobile personal injury protection claims, particularly in Michigan, as well as in our workers’ compensation line in most states. This increase is reflected in our reserve estimates, but continued increases could contribute to increased losses and LAE in the future.

We regularly review our reserving techniques, our overall reserving position and our reinsurance. Based on (i) our review of historical data, legislative enactments, judicial decisions, legal developments in impositions of damages and policy coverage, political attitudes and trends in general economic conditions, (ii) our review of per claim information, (iii) our historical loss experience and that of the industry, (iv) the relatively short-term nature of most policies written by us, and (v) our internal estimates of required reserves, we believe that adequate provision has been made for loss reserves. However, establishment of appropriate reserves is an inherently uncertain process and there can be no certainty that current established reserves will prove adequate in light of subsequent actual experience. A significant change to the estimated reserves could have a material impact on our results of operations and financial position. An increase or decrease in reserve estimates would result in a corresponding decrease or increase in financial results. For example, each one percentage point change in the aggregate loss and LAE ratio resulting from a change in reserve estimation is currently projected to have an approximate $22 million impact on property and casualty segment income, based on 2006 full year premiums.

As discussed below, estimated loss and LAE reserves for claims occurring in prior years, excluding development related to Hurricane Katrina, developed favorably by $121.0 million and $91.3 million for the nine months ended September 30, 2007 and 2006, respectively, which represents 3.8% and 2.9% of loss reserves held, respectively. Reserves for Hurricane Katrina developed adversely by $17.0 million and $48.6 million in the first nine months of 2007 and 2006, respectively.

Some risk factors will affect more than one line of business. Examples include changes in claim department practices, changes in settlement patterns, regulatory and legislative actions, court actions, timeliness of claim reporting, state mix of claimants, and degree of claimant fraud. The extent of the impact of a risk factor will also vary by components within a line of business.

Individual risk factors are also subject to interactions with other risk factors within line of business components. Thus, risk factors can have offsetting or compounding effects on required reserves.

In 2005, we experienced significant catastrophe losses associated with Hurricane Katrina and established gross loss and LAE reserves of approximately $535 million and incurred a reinstatement premium of $27 million. Our loss estimate for Hurricane Katrina was developed using closed claims data, an analysis of the claims reported to date and estimated values of properties in the affected areas. Wind-speed data, flood maps and intelligence provided by on-the-ground staff and independent adjusters, were used to project anticipated claims and damage projections. Anticipated costs for demand surge (increased costs for construction material and labor due to the increased damage resulting from the hurricane) were also included in the estimate. However, estimating losses following a major catastrophe is an inherently uncertain process, which is made more difficult by the unprecedented nature of this event, including the legal and regulatory uncertainty, difficulty in accessing portions of the affected areas, the complexity of factors contributing to the losses, delays in claim reporting, aggravating circumstances of Hurricane Rita and a slower pace of recovery resulting from the extent of damage sustained in the affected areas.

In 2006 and 2007, trends in claims activity caused us to re-evaluate and increase our estimate of Hurricane Katrina net loss and loss adjustment reserves, by $48.6 million and $17.2 million, respectively. In Commercial Lines, we increased our estimate of net losses in 2006, primarily due to the recognition of higher business interruption exposure as more complete information was provided by insureds in response to our initiative to obtain related documentation and to the impact of disputes related to wind versus water as the cause of loss. Additionally, for both Commercial and Personal Lines in 2006, we experienced the continuation of supplemental payments on previously closed claims caused by the development of latent damages as well as inflationary pressures on repair costs. In 2007, we increased our estimate of Commercial Lines net losses primarily due to an increase in recent litigation activity. We believe this increase in litigation activity is due to the expiration, on August 30, 2007, of the two year limit for a policyholder to challenge Hurricane Katrina claims. We also increased our Hurricane Katrina estimate in Commercial Lines in 2007 for supplemental payments on previously closed claims, similar to those experienced in 2006.

The estimate of loss adjustment expenses related to Hurricane Katrina increased $8.6 million and $7.7 million in 2006 and 2007, respectively. An increase in litigation activity in 2006 resulted from the pre-existing one year limit on a policyholders’ ability to challenge claims. This one year limit was extended to August 2007 by legislative action, which we believe resulted in increased litigation activity in the third quarter of 2007.

We are also defendants in various litigation, including putative class actions, which dispute the scope or enforceability of the “flood exclusion”, claim punitive damages or claim a broader scope of policy coverage than our interpretation, all in connection with losses incurred from Hurricane Katrina. The reserves established with respect to Hurricane Katrina assume that we will prevail with respect to these matters (see also Contingencies and Regulatory Matters). Although we believe our current Hurricane Katrina reserves are adequate, there can be no assurance that our ultimate costs associated with this event will not substantially exceed these estimates.

Loss Reserves by Line of Business

We perform actuarial reviews on certain detailed line of business coverages. These individual estimates are summarized into nine broader lines of business: personal automobile, homeowners, workers’ compensation, commercial automobile, commercial multiple peril, and other personal and commercial lines. Asbestos and environmental reserves and pools business are separately analyzed.

The process of estimating reserves involves considerable judgment by management and is inherently uncertain. Actuarial point estimates by lines of business are the primary bases for determining ultimate expected losses and LAE and the level of net reserves required; however, other factors are considered as well. In general, such additional factors may include, but are not limited to, improvement or deterioration of the actuarial indications in the period, the maturity of the accident year, trends observed over the recent past such as changes in the mix of business or the impact of regulatory or litigation developments, the amount of data or experience we have with respect to a particular product or geographic area, the level of volatility within a particular line of business, and the magnitude of the difference between the actuarial indication and the recorded reserves. The following table shows our recorded net reserves, net of reinsurance, and the actuarial reserve point estimates by line of business at September 30, 2007 and December 31, 2006.


	September 30, 2007				December 31, 2006
(In millions)	Recorded Net Reserves		Actuarial Point Estimate		Recorded Net Reserves		Actuarial Point Estimate
Personal Automobile	$	700.3	$	675.9	$	700.7	$	670.1
Homeowners		109.9		108.1		106.4		103.7
Other Personal lines		22.6		20.4		26.1		23.5
Workers’ Compensation		378.6		361.7		398.0		382.2
Commercial Automobile		166.0		155.7		162.4		152.5
Commercial Multiple Peril		471.7		432.6		486.6		447.9
Other Commercial lines		157.2		142.5		158.3		140.0
Asbestos and Environmental		20.1		20.1		24.7		20.5
Pools and other		201.8		201.8		211.1		211.1

Total	$	2,228.2	$	2,118.8	$	2,274.3	$	2,151.5

The principal factors considered by management in addition to the actuarial point estimates in determining the reserves at September 30, 2007 and December 31, 2006 vary by line of business. In our Commercial Lines segment, management considered the growth and product mix changes in commercial lines and recent adverse property related frequency trends in certain commercial line coverages. In addition, management also considered the significant growth in our inland marine and bond businesses for which we have limited actuarial data to estimate losses and the product mix change in our bond business towards a greater proportion of contract surety bonds where losses tend to emerge over a longer period of time and are cyclical related to general economic conditions. Moreover, in our Commercial Lines segment, management considered the likelihood of continued adverse development in the workers’ compensation line where losses tend to emerge over long periods of time and rising medical costs, while moderating, have continued to be a concern. In our Personal Lines segment, management considered the significant growth in our new business with our Connections Auto product and related growth in a number of states where there is additional uncertainty in the ultimate profitability and development of reserves due to the unseasoned nature of our new business and new agency relationships in these markets, as well as emerging loss trends which are higher than expected. Our lack of credible actuarial data to estimate losses in these new geographical areas and agency relationships and with this new product causes uncertainty in estimating ultimate reserves and requires considerable judgment by management. Also in Personal Lines, management considered the significant improvement in frequency trends the industry has experienced over the past several years in these lines of business which were unanticipated and remain to some extent unexplained. Management also considered the likelihood of future adverse development related to significant catastrophe losses experienced in 2005. Regarding our indirect business from voluntary and involuntary pools, we are provided loss estimates by managers of each pool. We adopt reserve estimates for the pools that consider this information and other factors. At September 30, 2007 and December 31, 2006, total recorded reserves were 5.2% and 5.7% greater than actuarially indicated point estimates, respectively.

The table below provides a reconciliation of the gross beginning and ending reserve for unpaid losses and LAE as follows:


	Nine Months Ended September 30,
(In millions)	2007			2006
Reserve for losses and LAE, beginning of period	$	3,163.9		$	3,458.7
Incurred losses and LAE, net of reinsurance recoverable:
Provision for insured events of current year		1,193.5			1,087.3
Decrease in provision for insured events of prior years, favorable development		(121.0	)		(91.3	)
Hurricane Katrina		17.0			48.6

Total incurred losses and LAE		1,089.5			1,044.6

Payments, net of reinsurance recoverable:
Losses and LAE attributable to insured events of current year		568.2			485.7
Losses and LAE attributable to insured events of prior years		520.9			512.1
Hurricane Katrina		46.6			81.2

Total payments		1,135.7			1,079.0

Change in reinsurance recoverable on unpaid losses		7.7			(226.7	)
Purchase of Professionals Direct, Inc.		33.7			—

Reserve for losses and LAE, end of period	$	3,159.1		$	3,197.6

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


(In millions)	September 30, 2007		December 31, 2006
Personal Automobile	$	1,257.9	$	1,256.9
Homeowners and Other		158.7		174.4

Total Personal		1,416.6		1,431.3

Workers’ Compensation		599.7		626.7
Commercial Automobile		245.3		229.4
Commercial Multiple Peril		557.5		582.8
Other Commercial		340.0		293.7

Total Commercial		1,742.5		1,732.6

Total reserve for losses and LAE	$	3,159.1	$	3,163.9

The total reserve for losses and LAE as disclosed in the above table decreased by $4.8 million for the nine months ended September 30, 2007. The decrease in 2007 was primarily a result of payments to insureds for Hurricane Katrina.

Prior Year Development by Line of Business

When trends emerge that we believe affect the future settlement of claims, we adjust our reserves accordingly. Reserve adjustments are reflected in the Consolidated Statements of Income as adjustments to losses and LAE. Often, we recognize these adjustments in periods subsequent to the period in which the underlying loss event occurred. These types of subsequent adjustments are disclosed and discussed separately as “prior year reserve development”. Such development can be either favorable or unfavorable to our financial results.

The table below summarizes the change in the provision for insured events of prior years, excluding those related to Hurricane Katrina (see Management’s Review of Judgments and Key Assumptions for a further discussion of Hurricane Katrina), by line of business.


	Nine Months Ended September 30,
(In millions)	2007			2006
Increase (decrease) in loss provision for insured events of prior years:
Personal Automobile	$	(57.2	)	$	(38.6	)
Homeowners and Other		0.3			1.5

Total Personal		(56.9	)		(37.1	)
Worker’s Compensation		(18.4	)		(15.5	)
Commercial Automobile		(8.6	)		(11.9	)
Commercial Multiple Peril		(20.1	)		(14.9	)
Other Commercial		(16.6	)		(5.8	)

Total Commercial		(63.7	)		(48.1	)
Voluntary Pools		1.2			1.4

Decrease in loss provision for insured events of prior years		(119.4	)		(83.8	)
Decrease in LAE provision for insured events of prior years		(1.6	)		(7.5	)

Decrease in total loss and LAE provision for insured events of prior year	$	(121.0	)	$	(91.3	)

Estimated loss reserves for claims occurring in prior years developed favorably by $119.4 million and $83.8 million during the first nine months of 2007 and 2006, respectively. The favorable loss reserve development during the first nine months of 2007 is primarily the result of lower bodily injury and personal injury protection claim severity in the personal automobile line, primarily in the three most recent accident years, and lower frequency of liability claims in the commercial multiple peril line for the 2005 and prior accident years. In addition, from lower severity in the workers’ compensation line, also primarily in the three most recent accident years, contributed to the favorable development.

The favorable loss reserve development during the first nine months of 2006 is primarily the result of decreases in both personal and commercial automobile claim frequency in the 2003 and 2004 accident years and lower claim severity in the most recent accident years in the workers’ compensation line.

During the first nine months of 2007 and 2006, estimated LAE reserves for claims occurring in prior years developed favorably by $1.6 million and $7.5 million, respectively. Development in the first nine months of 2007 was due to improvements in ultimate loss activity on prior accident years, primarily in the commercial multiple peril line, partially offset by an adverse litigation settlement in the first quarter of 2007, primarily impacting the personal automobile line. The favorable development in 2006 is primarily attributable to improvement in ultimate loss activity on prior accident years, primarily in the commercial multiple peril, homeowners and workers’ compensation lines.

Although we have 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 believe that we will experience less favorable development in the future than we have 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, we expect that the factors driving this development were considered to varying degrees in setting the more recent years accident year reserve. As a result, we expect the current and most recent accident year reserves not to develop as favorably as they have in the past.

Asbestos and Environmental Reserves

Although we do not specifically underwrite policies that include asbestos, environmental damage and toxic tort liability, we may be required to defend such claims. Ending net loss and LAE reserves for all business written by our property and casualty companies related to asbestos, environmental damage and toxic tort liability, included in the reserve for losses and LAE, were $20.1 million and $24.7 million at September 30, 2007 and December 31, 2006, respectively, net of reinsurance of $13.8 million at September 30, 2007 and December 31, 2006. During the quarter ended September 30, 2007, we reduced our environmental reserves by $3.9 million. In recent years average asbestos and environmental payments have declined modestly. As a result of our historical direct underwriting mix of Commercial Lines policies toward smaller and middle market risks, past asbestos, environmental damage and toxic tort liability loss experience has remained minimal in relation to our total loss and LAE incurred experience.

In addition, and not included in the numbers above, we have established loss and LAE reserves for assumed reinsurance and pool business with asbestos, environmental damage and toxic tort liability of $56.6 million and $57.0 million at September 30, 2007 and December 31, 2006, respectively. These reserves relate to pools in which we have terminated our participation; however, we continue to be subject to claims related to years in which we were a participant. A significant part of our pool reserves relates to our participation in

the Excess and Casualty Reinsurance Association (“ECRA”) voluntary pool from 1950 to 1982. In 1982, the pool was dissolved and since that time, the business has been in runoff. Our percentage of the total pool liabilities varied from 1.15% to 6.00% during these years. Our participation in this pool has resulted in average paid losses of approximately $2 million annually over the past ten years. Because of the inherent uncertainty regarding the types of claims in these pools, we cannot provide assurance that our reserves will be sufficient.

We estimate our ultimate liability for asbestos, environmental and toxic tort liability claims, whether resulting from direct business, assumed reinsurance or pool business, based upon currently known facts, reasonable assumptions where the facts are not known, current law and methodologies currently available. Although these outstanding claims are not significant, their existence gives rise to uncertainty and are discussed because of the possibility that they may become significant. We believe that, notwithstanding the evolution of case law expanding liability in asbestos and environmental claims, recorded reserves related to these claims are adequate. Nevertheless, the asbestos, environmental and toxic tort liability reserves could be revised if the estimates used in determining the liability are revised, and any such revisions could have a material adverse effect on our results of operations for a particular quarter or annual period or on our financial position.

Life Companies

On December 30, 2005, we sold all of the outstanding shares of capital stock of Allmerica Financial Life Insurance and Annuity Company (“AFLIAC”), a life insurance subsidiary representing approximately 95% of our run-off variable life insurance and annuity business, to Goldman Sachs. The transaction also included the reinsurance of 100% of the variable business of FAFLIC. In connection with these transactions, FAFLIC provided transition services to Goldman Sachs from December 30, 2005 through December 31, 2006.

Our Life Companies segment is discussed in two major components: Continuing Operations and Discontinued Operations.

Continuing Operations

Our Life Companies Continuing Operations business includes the run-off blocks of traditional life insurance products (principally the Closed Block), our group retirement annuity contract business, our discontinued group life and health business, including group life and health voluntary pools, our GIC business and certain non-insurance subsidiaries.

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


	Quarter Ended September 30,						Nine Months Ended September 30,
(In millions)	2007			2006			2007			2006
Segment revenues
Premiums	$	5.2		$	5.6		$	27.8		$	29.5
Fees and other income		0.2			3.4			1.0			15.1
Net investment income		18.8			22.2			58.6			68.9

Total segment revenue		24.2			31.2			87.4			113.5

Policy benefits, claims and losses		20.0			19.2			70.2			71.0
Policy acquisition expenses and other operating expenses		8.3			13.1			21.4			46.5

Segment loss	$	(4.1	)	$	(1.1	)	$	(4.2	)	$	(4.0	)

Quarter Ended September 30, 2007 Compared to Quarter Ended September 30, 2006

Life Companies’ Continuing Operations segment loss was $4.1 million in the third quarter of 2007, compared to a loss of $1.1 million during the same period in 2006. This increase was primarily due to unfavorable mortality in our traditional life line of business, and to a lesser extent, in our group retirement line of business, and to higher pension costs. These were partially offset by lower operating expenses resulting from the run-off of the business. Included in the higher pension costs was a $2.8 million adjustment resulting from an error in the calculation of our pension plan’s projected benefit obligation (“PBO”) for each of 2005 and 2006. Refer to “Recent Developments” for a description of this item.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Life Companies’ Continuing Operations segment loss was $4.2 million in the nine months of 2007, compared to a loss of $4.0 million during the same period in 2006. This increase was primarily due to unfavorable mortality in our traditional life line of business, and to a lesser extent, in our group retirement line of business. These were partially offset by lower operating expenses resulting from the run-off of the business. The aforementioned pension adjustment was more than offset by lower pension costs during the nine months ended September 30, 2007.

Discontinued Operations

Our Discontinued Operations reflects the net costs and recoveries associated with the aforementioned sale of AFLIAC, primarily including those costs incurred to provide transition services, employee severance, indemnification and operations conversion.

The following table summarizes the results for our Discontinued Operations component for the periods indicated:


	Quarter Ended September 30,					Nine Months Ended September 30,
(In millions)	2007		2006			2007		2006
Gain (loss) on sale of AFLIAC variable life insurance and annuity business	$	0.1	$	(2.9	)	$	0.2	$	(25.8	)

Quarter Ended September 30, 2007 Compared to Quarter Ended September 30, 2006

For the quarter ended September 30, 2007, we recorded a gain of $0.1 million, net of tax, as compared to a loss of $2.9 million, net of tax, for the quarter ended September 30, 2006. The loss in 2006 resulted primarily from conversion costs associated with our variable business.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

For the nine months ended September 30, 2007, we recorded a gain of $0.2 million, net of tax, as compared to a loss of $25.8 million, net of tax, for the nine months ended September 30, 2006. The loss in 2006 resulted primarily from a charge of $15.0 million for our estimated potential liability for certain contractual indemnities to Goldman Sachs relating to the pre-sale activities of the business sold recorded under FIN 45, as well as a charge of $10.8 million related to after-tax net costs incurred for employee severance, transition services, operations conversion expenses and litigation matters.

As of September 30, 2007, our total FIN 45 liability was $31.5 million on a pre-tax basis. Although we believe our current estimate for our FIN 45 liability is appropriate, there can be no assurance that these estimates will not materially increase in the future.

Investment Portfolio

We held general account investment assets diversified across several asset classes, as follows:


	September 30, 2007				December 31, 2006
(In millions, except percentage data)	Carrying Value		% of Total Carrying Value		Carrying Value		% of Total Carrying Value
Fixed maturities (1)	$	5,709.2	92.6	%	$	5,629.0	90.3	%
Equity securities (1)		35.3	0.6			17.2	0.3
Mortgages		41.8	0.7			57.1	0.9
Policy loans (1)		117.7	1.9			125.7	2.0
Cash and cash equivalents (1)		229.7	3.7			372.7	6.0
Other long-term investments		32.6	0.5			35.4	0.5

Total	$	6,166.3	100.0	%	$	6,237.1	100.0	%

(1)	We carry these investments at fair value.

Total investment assets decreased $70.8 million, or 1.1%, to $6.2 billion during the first nine months of 2007, of which cash and cash equivalents decreased $143.0 million, partially offset by an $80.2 million increase in fixed maturities. Cash and cash equivalents decreased primarily due to a decline in the balance of collateral held related to our securities lending program. Fixed maturities increased primarily due to purchases resulting from improved operational cash flows in our Property and Casualty segment and the acquisition of Professionals Direct, Inc. investment assets. These increases were partially offset by the sale of fixed maturities in the Life Companies to fund the run-off of our life operations.

Our fixed maturity portfolio is comprised primarily of investment grade corporate securities, mortgage-backed securities, U.S. government and agency securities, tax-exempt and taxable issues of state and local governments, and other issues. Based on ratings by the National Association of Insurance Commissioners (“NAIC”), investment grade securities comprised 93.7% of our fixed maturity portfolio held at September 30, 2007 and 93.9% at December 31, 2006. We do not hold subprime mortgages either directly or through our mortgage backed securities, nor do we currently own any collateralized debt obligations, collateralized loan obligations, or invest in credit derivatives.

The following table provides information about the credit quality of our fixed maturities.


		September 30, 2007						December 31, 2006
(In millions, except percentage data)
NAIC Designation	Rating Agency Equivalent Designation	Amortized Cost		Carrying Value		% of Total Carrying Value		Amortized Cost		Carrying Value		% of Total Carrying Value
1	Aaa/Aa/A	$	4,113.5	$	4,087.8	71.6	%	$	4,095.7	$	4,073.6	72.3	%
2	Baa		1,273.8		1,259.7	22.1			1,221.0		1,216.0	21.6
3	Ba		153.1		151.6	2.6			127.0		129.6	2.3
4	B		168.0		170.5	3.0			154.6		161.9	2.9
5	Caa and lower		36.4		36.7	0.6			43.7		45.0	0.8
6	In or near default		1.2		2.9	0.1			1.2		2.9	0.1

Total fixed maturities		$	5,746.0	$	5,709.2	100.0	%	$	5,643.2	$	5,629.0	100.0	%

Although we expect to invest new funds primarily in cash, cash equivalents and investment grade fixed maturities, we have invested and expect to continue investing a small portion of funds in equity securities, and we may invest a portion in below investment grade fixed maturities and other assets. The average yield on fixed maturities was 5.6% for both September 30, 2007 and December 31, 2006.

At September 30, 2007, $103.5 million of our fixed maturities were invested in traditional private placement securities, as compared to $121.1 million at December 31, 2006. Fair values of traditional private placement securities are determined by either a third party broker or by internally developed pricing models, including the use of discounted cash flow analyses.

We recognized $1.2 million of realized losses on other-than-temporary impairments of fixed maturities for the first nine months of 2007, as compared to $6.2 million for the first nine months of 2006, principally resulting from our exposure to below investment grade securities. In our determination of other-than-temporary impairments, we consider 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; a weakening of the general market conditions in the industry or geographic region in which the issuer operates; the length of time in which the fair value of an issuer’s securities remains below our cost; and with respect to fixed maturity investments, any factors that might raise doubt about the issuer’s ability to pay all amounts due according to the contractual terms. We apply these factors to all securities. Other-than-temporary impairments are recorded as a realized loss, which serves to reduce net income and earnings per share. Temporary declines in market value are recorded as unrealized losses, which do not affect net income and earnings per share but reduce other comprehensive income. We cannot provide assurance that the other-than-temporary impairments will, in fact, be adequate to cover future losses or that we will not have substantial additional impairments in the future.

The following table provides information about our fixed maturities and equity securities that have been continuously in an unrealized loss position.


	September 30, 2007				December 31, 2006
(In millions)	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Investment grade fixed maturities:
12 months or less	$	25.9	$	1,243.1	$	13.2	$	1,322.1
Greater than 12 months		48.9		1,881.2		55.4		2,089.5

Total investment grade fixed maturities		74.8		3,124.3		68.6		3,411.6
Below investment grade fixed maturities:
12 months or less		5.5		171.6		1.3		68.3
Greater than 12 months		—		—		—		—

Total below investment grade fixed maturities		5.5		171.6		1.3		68.3
Equity securities		0.1		0.3		—		—

Total fixed maturities and equity securities	$	80.4	$	3,296.2	$	69.9	$	3,479.9

We had $80.4 million of gross unrealized losses on fixed maturities and equity securities at September 30, 2007, as compared to $69.9 million at December 31, 2006. The increase in gross unrealized losses of fixed maturity investments is primarily due to the impact of increased credit spreads in fixed maturities as market interest rates have declined during the nine months ended September 30, 2007. Obligations of U.S. Treasury, U.S. government and agency securities, states and political subdivisions had associated gross unrealized losses of $8.6 million at September 30, 2007 and $10.9 million at December 31, 2006. At September 30, 2007 and December 31, 2006, substantially all below investment grade securities with an unrealized loss had been rated by the NAIC, Standard & Poor’s or Moody’s.

We view the gross unrealized losses of fixed maturities and equity securities as being temporary since it is our assessment that these securities will recover in the near-term. Furthermore, as of September 30, 2007, we had 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, 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, the unrealized loss would then be realized and we would record a charge to earnings. 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.

The following table sets forth gross unrealized losses for fixed maturities by maturity period, and equity securities at September 30, 2007 and December 31, 2006. 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. Mortgage-backed securities are included in the category representing their ultimate maturity.


(In millions)	September 30, 2007		December 31, 2006
Due in one year or less	$	0.4	$	0.8
Due after one year through five years		10.4		13.4
Due after five years through ten years		40.3		29.9
Due after ten years		29.2		25.8

Total fixed maturities		80.3		69.9
Equity securities		0.1		—

Total fixed maturities and equity securities	$	80.4	$	69.9

The carrying value of fixed maturity securities on non-accrual status at September 30, 2007 and December 31, 2006, as well as the effect that non-accruals had on net investment income were not material. Although we did not experience defaults in the first nine months of 2007, any defaults in the fixed maturities portfolio in future periods may negatively affect investment income.

Income Taxes

We file a consolidated United States federal income tax return that includes the holding company and its domestic subsidiaries (including non-insurance operations). We segregate the entities included within the consolidated group into either a life insurance or a non-life insurance company subgroup. The consolidation of these subgroups is subject to certain statutory restrictions on the percentage of eligible non-life tax losses that can be applied to offset life company taxable income.

Quarter Ended September 30, 2007 Compared to Quarter Ended September 30, 2006

The provision for federal income taxes from continuing operations was an expense of $24.8 million during the third quarter of 2007 compared to $14.8 million during the same period in 2006. These provisions resulted in consolidated effective federal tax rates of 31.9% and 34.2% for the quarters ended September 30, 2007 and 2006, respectively. This decrease in the tax rate is primarily due to a tax benefit recorded for our provision to return true up due to higher than anticipated dividends received deductions from our separate account portfolio and higher low income housing tax credits.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

The provision for federal income taxes from continuing operations was an expense of $82.9 million during the first nine months of 2007 compared to $64.8 million during the same period in 2006. These provisions resulted in consolidated effective federal tax rates of 32.0% and 31.3% for the nine months ended September 30, 2007 and 2006, respectively. This increase in the tax rate is primarily due to higher underwriting income in our Property and Casualty business, as well as a reduced level of tax-exempt interest in the current year, partially offset by a $2.6 million benefit realized in 2007 for a settlement with the Internal Revenue Service (“I.R.S.”) of interest claims for 1977 through 1994.

From December 31, 2006 to September 30, 2007, we increased our valuation allowance related to our deferred tax asset by $7.4 million, from $169.4 million to $176.8 million respectively. The increase in this valuation allowance resulted primarily from unrealized depreciation of our investment portfolio. Accordingly, we recorded a valuation allowance of $5.1 million as an adjustment to Accumulated Other Comprehensive Loss, as well as a $2.0 million valuation allowance as an adjustment to Contractholder Deposit Funds and Other Policy Liabilities for the deferred tax associated with unrealized losses of the Closed Block. The change in valuation allowance is reflected in Federal Income Tax Expense in our Consolidated Statements of Income.

Effective January 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”). As a result of the implementation of FIN 48, we recognized an $11.5 million

decrease in the liability for unrecognized tax benefits, which was reflected as an increase in the January 1, 2007 balance of retained earnings.

A corporation is entitled to a tax deduction from gross income for a portion of any dividend which was received from a domestic corporation that is subject to income tax. This is referred to as a “dividends received deduction.” In this and in prior years, we have taken this dividends received deduction when filing our federal income tax return. Many separate accounts held by life insurance companies receive dividends from such domestic corporations, and therefore, were regarded as entitled to this dividends received deduction. In its Revenue Ruling 2007-61, issued on September 25, 2007, the I.R.S. announced its intention to issue regulations with respect to certain computational aspects of the dividends received deduction on separate account assets held in connection with variable annuity contracts. Revenue Ruling 2007-61 suspended a revenue ruling issued in August 2007 that purported to change accepted industry and I.R.S. interpretations of the statutes governing these computational questions. Any regulations that the I.R.S. ultimately proposes for issuance in this area will be subject to public notice and comment, at which time insurance companies and other members of the public will have the opportunity to raise legal and practical questions about the content, scope and application of such regulations. As a result, the ultimate timing and substance of any such regulations are not yet known, but they could result in the elimination of some or all of the separate account dividends received deduction tax benefit that we receive. We believe that it is more likely than not that any such regulation would apply prospectively only, and application of this regulation is not expected to be material to our results of operations in any future annual period. However, there can be no assurance that the outcome of the revenue ruling will be as anticipated and should retroactive application be required, our results of operations may be adversely affected in a quarterly or annual period. We believe that retroactive application would not materially affect our financial position.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements. These statements have been prepared in accordance with GAAP, which requires us 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. The following critical accounting estimates are those which we believe affect the more significant judgments and estimates used in the preparation of our financial statements. Additional information about our other significant accounting policies and estimates may be found in Note 1—Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2006.

Property & Casualty Insurance Loss Reserves

We determine the amount of loss and loss adjustment expense reserves (the “loss reserves”), as discussed in “Segment Results—Property and Casualty, Overview of Loss Reserve Estimation Process” based on an estimation process that is very complex and uses information obtained from both company specific and industry data, as well as general economic information. The estimation process is judgmental, and requires us to continuously monitor and evaluate the life cycle of claims on type-of-business and nature-of-claim bases. Using data obtained from this monitoring and assumptions about emerging trends, our actuaries develop information about the size of ultimate claims based on historical experience and other available market information. The most significant assumptions used in the actuarial estimation process, which vary by line of business, include determining the expected consistency in the frequency and severity of claims incurred but not yet reported to prior years claims, the trend in loss costs, changes in the timing of the reporting of losses from the loss date to the notification date and expected costs to settle unpaid claims. This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for predicting future events. On a quarterly basis, our actuaries provide to management a point estimate for each significant line of our direct business to summarize their analysis.

In establishing the appropriate loss reserve balances for any period, management carefully considers these actuarial point estimates, which are the principal bases for establishing our reserve balances, along with a qualitative evaluation of business trends, environmental changes, and numerous other factors. In general, such additional factors may include, but are not limited to, improvement or deterioration of the actuarial indications in the period, the maturity of the accident year, trends observed over the recent past such as changes in the mix of business or the impact of regulatory or litigation developments, the level of volatility within a particular line of business, and the magnitude of the difference between the actuarial indication and the recorded reserves. Specific factors considered by management in determining the reserves at September 30, 2007 and December 31, 2006 included the current extent to which growth and product mix changes in our Commercial Lines segment have affected our ultimate loss trends, the significant growth in our Personal Lines new business and related growth in a number of states, the significant improvement in personal lines frequency trends the industry has experienced over the past couple of years which were unanticipated and remain to some extent unexplained, significant growth and product mix changes in our surety bond and inland marine businesses for which we have limited actuarial data to estimate ultimate losses and the likelihood of continued adverse development in the workers’ compensation line where losses tend to emerge over long periods of time and rising medical costs, while moderating, have continued to be a concern. Management also considered the likelihood of future adverse development related to significant catastrophe losses experienced in 2005. Regarding our indirect business from voluntary and involuntary pools, we are provided loss estimates by managers of each pool. We adopt reserve estimates for the pools

that consider this information and other facts. At September 30, 2007 and December 31, 2006, respectively, total recorded reserves were 5.2% and 5.7% greater than actuarially indicated point estimates. We exercise judgment in estimating all loss reserves based upon our knowledge of the property and casualty business, review of the outcome of actuarial studies, historical experience and other facts to record an estimate which reflects our expected ultimate loss and loss adjustment expenses. We believe that adequate provision has been made for loss reserves. However, establishment of appropriate reserves is an inherently uncertain process and there can be no certainty that current established reserves will prove adequate in light of subsequent actual experience. A significant change to the estimated reserves could have a material impact on our results of operations and financial position. An increase or decrease in reserve estimates would result in a corresponding decrease or increase in financial results. For example, each one percentage point change in the loss and LAE ratio resulting from a change in reserve estimation is currently projected to have an approximate $22 million impact on property and casualty segment income, based on 2006 full year premiums.

When trends emerge that we believe affect the future settlement of claims, we adjust our reserves accordingly (see Segment Results—Property and Casualty, Management’s Review of Judgments and Key Assumptions for further explanation of factors affecting our reserve estimates, our review process and our process for determining changes to our reserve estimates). Reserve adjustments are reflected in the Consolidated Statements of Income as adjustments to losses and loss adjustment expenses. Often, we recognize these adjustments in periods subsequent to the period in which the underlying loss event occurred. These types of subsequent adjustments are disclosed and discussed separately as “prior year reserve development”. Such development can be either favorable or unfavorable to our financial results. As discussed in “Segment Results – Property and Casualty, Management’s Review of Judgments and Key Assumptions”, estimated loss and LAE reserves for claims occurring in prior years, excluding those related to Hurricane Katrina, developed favorably by $121.0 million and $91.3 million for the nine months ended September 30, 2007 and 2006, respectively, which represents 3.8% and 2.9% of loss reserves held, respectively. Also, in the first nine months of 2007 and 2006, reserves for Hurricane Katrina developed adversely by $17.0 million and $48.6 million, respectively. See also “Analysis of Losses and Loss Adjustment Expenses Reserve Development” in Item 1-Business in our Annual Report on Form 10-K for the year ended December 31, 2006 for guidance related to the annual development of our loss and LAE reserves.

The major causes of material uncertainty relating to ultimate losses and loss adjustment expenses (“risk factors”) generally vary for each line of business, as well as for each separately analyzed component of the line of business. In some cases, such risk factors are explicit assumptions of the estimation method and in others, they are implicit. For example, a method may explicitly assume that a certain percentage of claims will close each year, but will implicitly assume that the legal interpretation of existing contract language will remain unchanged. Actual results will likely vary from expectations for each of these assumptions, resulting in an ultimate claim liability that is different from that being estimated currently. Some risk factors will affect more than one line of business. Examples include changes in claim department practices, changes in settlement patterns, regulatory and legislative actions, court actions, timeliness of claim reporting, state mix of claimants, and degree of claimant fraud. The extent of the impact of a risk factor will also vary by components within a line of business. Individual risk factors are also subject to interactions with other risk factors within line of business components. Thus, risk factors can have offsetting or compounding effects on required reserves.

In 2005, our loss estimate for Hurricane Katrina was developed using an analysis of the claims reported to date and estimated values of properties in the affected areas. Wind-speed data, flood maps and intelligence provided by on-the-ground staff and independent adjusters were used to project anticipated claims and damage projections. Anticipated costs for demand surge (increased costs for construction material and labor due to the increased damage resulting from the hurricane) were also included in the estimate. However, estimating losses following a major catastrophe is an inherently uncertain process, which is made more difficult by the unprecedented nature of this event, including the legal and regulatory uncertainty, difficulty in accessing portions of the affected areas, the complexity of factors contributing to the losses, delays in claim reporting, aggravating circumstances of Hurricane Rita and a slower pace of recovery resulting from the extent of damage sustained in the affected areas.

In 2006 and 2007, trends in claims activity caused us to re-evaluate and increase our estimate of Hurricane Katrina net loss and loss adjustment reserves by $48.6 million and $17.2 million, respectively. In Commercial Lines, we increased our estimate of net losses in 2006, primarily due to the recognition of higher business interruption exposure as more complete information was provided by insureds in response to our initiative to obtain related documentation and to the impact of disputes related to wind versus water as the cause of loss. Additionally, for both Commercial and Personal Lines in 2006, we experienced the continuation of supplemental payments on previously closed claims caused by the development of latent damages as well as inflationary pressures on repair costs. In 2007, we increased our estimate of Commerical Lines net losses primarily due to an increase in recent litigation activity. We believe this increase in litigation activity is due to the expiration, on August 30, 2007, of the two year limit for a policyholder to challenge Hurricane Katrina claims. We also increased our Hurricane Katrina estimate in Commercial Lines in 2007 for supplemental payments on previously closed claims, similar to those experienced in 2006.

The estimate of loss adjustment expenses related to Hurricane Katrina increased $8.6 million and $7.7 million in 2006 and 2007, respectively. The increase in litigation activity in 2006 resulted from the pre-existing one year limit on a policyholders’ ability to challenge claims. This one year limit was extended to August 2007 by legislative action, which we believe resulted in increased litigation activity in the third quarter of 2007.

We also remain defendants in various litigation, including putative class actions, which dispute the scope or enforceability of the “flood exclusion”, claim punitive damages or claim a broader scope of policy coverage than our interpretation, all in connection with losses incurred from Hurricane Katrina. The reserves established with respect to Hurricane Katrina assume that we will prevail with respect to these matters (see also Contingencies and Regulatory Matters). Although we believe our current Hurricane Katrina reserves are adequate, there can be no assurance that our ultimate costs associated with this event will not substantially exceed these estimates.

Property & Casualty Reinsurance Recoverables

We share a significant amount of insurance risk of the primary underlying contracts with various insurance entities through the use of reinsurance contracts. As a result, when we experience loss events that are subject to the reinsurance contract, reinsurance recoveries are recorded. The amount of the reinsurance recoverable can vary based on the size of the individual loss or the aggregate amount of all losses in a particular line, book of business or an aggregate amount associated with a particular accident year. The valuation of losses recoverable depends on whether the underlying loss is a reported loss, or an incurred but not reported loss. For reported losses, we value reinsurance recoverables at the time the underlying loss is recognized, in accordance with contract terms. For incurred but not reported losses, we estimate the amount of reinsurance recoverable based on the terms of the reinsurance contracts and historical reinsurance recovery information and apply that information to the gross loss reserve estimates. The most significant assumption we use is the average size of the individual losses for those claims that have occurred but have not yet been recorded by us. The reinsurance recoverable is based on what we believe are reasonable estimates and is disclosed separately on the financial statements. However, the ultimate amount of the reinsurance recoverable is not known until all losses are settled.

Pension Benefit Obligations

We account for our pension plans in accordance with Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements 87, 88, 106, and 132(R) and Statement of Financial Accounting Standards No. 87, Employers’ Accounting for Pensions (“Statement No. 87”). In order to measure the liabilities and expense associated with these plans, we must make various estimates and key assumptions, including discount rates used to value liabilities, assumed rates of return on plan assets, employee turnover rates and anticipated mortality rates. These estimates and assumptions are reviewed at least annually and are based on our historical experience, as well as current facts and circumstances. In addition, we use outside actuaries to assist in measuring the expenses and liabilities associated with this plan.

The discount rate enables us to state expected future cash flows as a present value on the measurement date. We also utilize this discount rate in the determination of our pre-tax pension expense or benefit. A lower discount rate increases the present value of benefit obligations and increases pension expense. We determined our discount rate utilizing the December 31, 2006 Citigroup Pension Discount Curve. At December 31, 2006, based upon our plan assets in relation to this discount curve, we increased our discount rate to 5.88%, from 5.50% at December 31, 2005.

To determine the expected long-term return on plan assets, we consider the historical mean returns by asset class for passive indexed strategies, as well as current and expected asset allocations and adjust for certain factors that we believe will have an impact on future returns. For the years ended December 31, 2006 and 2005, the expected rate of return on plan assets was 8.25%. Increases in actual returns on plan assets will generally reduce our net actuarial losses that are reflected in our accumulated other comprehensive loss balance in shareholders’ equity.

We expect our pre-tax pension expense to decrease by approximately $8.9 million in 2007, from an expense of $12.9 million in 2006 to an expense of $4.0 million in 2007. This decrease is primarily due to an increase in the actual return on assets in 2006, demographic participant changes, and a slight increase in the 2006 year-end discount rate, partially offset by an adjustment from the correction of participant data as discussed in “Recent Developments”. This estimate may be revised in the fourth quarter of 2007 based upon the completion of the participant data review.

Holding all other assumptions constant, sensitivity to changes in our key assumptions are as follows:

Discount Rate – A 25 basis point increase in discount rate would decrease our pension expense in 2007 by $0.2 million and decrease our projected benefit obligation by approximately $13 million. A 25 basis point reduction in the discount rate would increase our pension expense by $2.1 million and increase our projected benefit obligation by approximately $14 million.

Expected Return on Plan Assets – A 25 basis point increase or decrease in the expected return on plan assets would decrease or increase our pension expense in 2007 by $1.0 million.

Significant Transactions

On September 14, 2007, we acquired all of the outstanding shares of Professionals Direct, Inc. for $23.2 million. Professionals Direct, Inc. is a Michigan-based holding company whose primary business is professional liability insurance for small and mid-sized law practices and generates annual written premium of approximately $30 million.

On August 3, 2007, the Commissioner of the Florida Office of Insurance Regulation issued a Consent Order which permits us to non-renew our Florida homeowners insurance policies, beginning December 15, 2007, and continuing until all such policies are non-renewed, which is expected to occur over the ensuing twelve months. Non-renewal of these policies is expected to affect policies which represent approximately $16 million in written premium. Florida agents whose customers will be affected by such non-renewals will be offered appointments with another company, which in turn will offer to such customers new homeowners policies on substantially the same terms and rates as we had provided. Additionally, we have entered into an agreement with a Florida insurance carrier pursuant to which, assuming certain conditions to closing the transaction are met, we will be deemed “affiliated” with such insurance carrier such that we will not be prohibited from continuing to write personal automobile insurance in Florida.

On August 31, 2006, we sold all of the outstanding shares of Financial Profiles, Inc., a wholly-owned subsidiary, to Emerging Information Systems Incorporated. We originally acquired Financial Profiles, Inc. in 1998 in connection with our then-ongoing life insurance and annuity operations. We received pre-tax proceeds of $21.5 million from the transaction and recognized an after-tax gain of $7.8 million in the third quarter of 2006. In the third quarter of 2007, we recognized an additional gain of $0.8 million for certain tax benefits associated with the sale.

Statutory Capital of Insurance Subsidiaries

The NAIC prescribes an annual calculation regarding risk based capital (“RBC”). RBC ratios for regulatory purposes, as described in the glossary, 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. Set forth below are Total Adjusted Capital, the Company Action Level, the Authorized Control Level and RBC ratios for FAFLIC and Hanover Insurance, as of September 30, 2007, 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):

(In millions, except ratios)

Total
Adjusted
Capital

Company
Action
Level

Authorized
Control
Level

RBC Ratio
Industry
Scale

RBC Ratio
Regulatory
Scale

Hanover Insurance (1)

1,601.7

474.1

237.1

338

676

FAFLIC

191.3

39.1

19.5

489

981

(1)	Hanover Insurance’s Total Adjusted Capital includes $705.6 million related to its subsidiary, Citizens.

The total adjusted statutory capital position of Hanover Insurance improved $138.1 million during the first nine months of 2007, primarily due to improved underwriting results in our property and casualty business. The total adjusted statutory capital position of FAFLIC improved during 2007, from $179.9 million at December 31, 2006 to $191.3 million at September 30, 2007. The increase in statutory surplus primarily resulted from the recognition of tax attributes, partially offset by an increase in our pension liabilities, the timing of certain accrued liabilities, and higher litigation costs.

Rating Agency Actions

Insurance companies are rated by rating agencies to provide both industry participants and insurance consumers information on specific insurance companies. Higher ratings generally indicate the rating agencies’ opinion regarding financial stability and a stronger ability to pay claims.

We believe that strong ratings are important factors in marketing our products to our agents and customers, since rating information is broadly disseminated and generally used throughout the industry. Insurance company financial strength ratings are assigned to an insurer based upon factors deemed by the rating agencies to be relevant to policyholders and are not directed toward protection of investors. Such ratings are neither a rating of securities nor a recommendation to buy, hold or sell any security.

In May 2007, A.M. Best Co. upgraded its outlook on the financial strength rating of our property and casualty subsidiaries to positive from stable and reaffirmed their financial strength ratings of A- (excellent). Additionally, A.M. Best Co. upgraded its outlook on our senior debt to positive from stable and re-affirmed its rating of bbb-. Lastly, A.M. Best Co. re-affirmed the B+ (very good) rating of our life insurance company.

Liquidity and Capital Resources

Net cash provided by operating activities was $40.4 million during the first nine months of 2007, as compared to net cash used of $44.5 million during the same period in 2006. The $84.9 million decrease in cash used for operating activities primarily resulted from lower payments in 2007 associated with Hurricane Katrina, to both reinsurers for reinstatement premiums and other funding, and to policyholders for claims. In addition, cash from operations improved in 2007 due to higher net written premium in our property and casualty business. These increases in cash were partially offset by increased non-Hurricane Katrina loss and loss adjustment expense payments.

Net cash used in investing activities was $100.4 million during the first nine months of 2007, compared to net cash provided of $232.0 million for the same period of 2006. During 2007, we used cash primarily to fund net purchases of fixed maturity securities, resulting from improved underwriting results in our property and casualty business, partially offset by the run-off of our Life operations. Additionally, in 2007, we purchased Professionals Direct, Inc. During 2006, cash was primarily provided by net sales of fixed maturity securities to fund maturities of long-term funding agreements.

Net cash used in financing activities was $83.0 million during the first nine months of 2007, compared to $497.1 million for the same period of 2006. During 2007, cash used in financing activities resulted from a net repayment of $109.7 million related to our securities lending program, partially offset by $21.5 million of proceeds from option exercises. Cash was used in 2006 primarily to fund the maturity of certain long-term funding agreements (GIC products in our Life Companies) and to fund our $200 million share repurchase program.

At September 30, 2007, THG, as a holding company, held $341.1 million of cash and fixed maturities. We believe our holding company assets are sufficient to meet our obligations through the remainder of 2007, which currently consist primarily of interest on the senior debentures, and to pay certain federal income tax liabilities expected to become due in 2007. We also expect that the holding company will be required to make payments in 2007 related to indemnification of liabilities associated with the sale of the variable life insurance and annuity business. We currently do not expect that it will be necessary to dividend funds from our insurance subsidiaries in order to fund 2007 holding company obligations.

We expect to continue to generate sufficient positive operating cash to meet all short-term and long-term cash requirements, including the funding of our qualified defined benefit pension plan. Based on current law, we are required to contribute approximately $35 million in 2007, all of which has been paid through October 15, 2007. Also, we contributed an additional $15 million to this plan during 2007. We expect to continue to make additional cash contributions to our qualified defined benefit pension plan in future years. As the single employer of THG, the funding of these plans is the responsibility of FAFLIC. Contributions to the qualified defined benefit pension plan do not affect the statutory surplus of FAFLIC.

Our insurance subsidiaries, including FAFLIC, maintain a high degree of liquidity within their respective investment portfolios in fixed maturity investments and short-term investments.

On October 16, 2007, the Board of Directors authorized us to repurchase up to $100 million of our common stock. Under this repurchase authorization, we may repurchase our common stock from time to time, in amounts and prices and at such times as we deem appropriate, subject to market conditions and other considerations. We are not required to purchase any specific number of shares or to make purchases by any certain date under this program.

In June 2007, we entered into a $150.0 million committed syndicated credit agreement which expires in June 2010. Borrowings under this agreement are unsecured and incur interest at a rate per annum equal to, at our option, a designated base rate or the Eurodollar rate plus applicable margin. The agreement provides covenants, including, but not limited to, maintaining a certain level of equity and an RBC ratio in our primary property and casualty companies of at least 175% (based on the Industry Scale). We had no borrowings under this line of credit as of September 30, 2007.

Off-Balance Sheet Arrangements

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

Contingencies and Regulatory Matters

LITIGATION AND CERTAIN REGULATORY MATTERS

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 our Cash Balance 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, we understated the accrued benefit in the calculation. We filed a motion to dismiss on the basis that the plaintiff failed to exhaust administrative remedies, which motion was granted without prejudice in a decision dated November 7, 2007.

Emerald Litigation

On July 24, 2002, an action captioned American National Bank and Trust Company of Chicago, as Trustee f/b/o Emerald Investments Limited Partnership, and Emerald Investments Limited Partnership v. Allmerica Financial Life Insurance and Annuity Company (“Emerald”) was commenced in the United States District Court for the Northern District of Illinois, Eastern Division. In 1999, plaintiffs purchased two variable annuity contracts with initial premiums aggregating $5 million. Plaintiffs, who AFLIAC subsequently identified as engaging in frequent transfers of significant sums between sub-accounts that in our opinion constituted “market timing”, were subject to restrictions upon such trading that AFLIAC imposed in December 2001. Plaintiffs allege that such restrictions constituted a breach of the terms of the annuity contracts. In December 2003, the court granted partial summary judgment to the plaintiffs, holding that at least certain restrictions imposed on their trading activities violated the terms of the annuity contracts.

We will continue to vigorously defend this matter, and regard plaintiffs’ claims for lost trading profits as being speculative and, in any case, subject to an obligation to mitigate damages. Further, in our view, these purported lost profits would not have been earned because of various actions taken by the investment management industry and regulators, to deter or eliminate market timing, including the implementation of “fair value” pricing.

The monetary damages sought by plaintiffs, if awarded, could have a material adverse effect on our financial position. Although AFLIAC was sold to Goldman Sachs on December 30, 2005, we have agreed to indemnify AFLIAC and Goldman Sachs with respect to this litigation. However, in our judgment, the outcome is not expected to be material to our financial position, although it could have a material effect on the results of operations for a particular quarter or annual period.

Hurricane Katrina Litigation

We have been named as a defendant in various litigations, including putative class actions, relating to disputes arising from damages which occurred as a result of Hurricane Katrina in 2005. As of September 30, 2007, there were approximately 300 such cases, at least five of which were styled as class actions. These cases have been filed in both Louisiana state courts and federal district courts. These cases involve, among other claims, disputes as to the amount of reimbursable claims in particular cases, as well as the scope of insurance coverage under homeowners and commercial property policies due to flooding, civil authority actions, loss of landscaping, business interruption and other matters. Certain of these cases claim a breach of duty of good faith or violations of Louisiana insurance claims handling laws or regulations and involve claims for punitive or exemplary damages. Certain of the cases claim that under Louisiana’s so-called “Valued Policy Law”, the insurers must pay the total insured value of a home which is totally destroyed if any portion of such damage was caused by a covered peril, even if the principal cause of the loss was an excluded peril. Other cases challenge the scope or enforceability of the water damage exclusion in the policies.

denying our motion to dismiss. The Court held that the flood exclusions utilized in the forms of homeowners and commercial lines policies issued by THG and a number of other insurance carriers were ambiguous because such exclusions did not specify that they applied to flooding caused by negligent acts or omissions as well as to flooding caused by natural incidents such as Acts of God. The plaintiffs in these cases claim, among other things, that the efficient proximate cause of their losses was the third-party negligence of the Army Corps of Engineers and the Orleans Levee District in the maintenance of the canal walls or in its failure to warn the plaintiffs and others of the impending water intrusion. The Federal District Court ordered that discovery proceed on the questions of whether there was such negligence and whether such negligence was in fact the efficient proximate cause of such losses.

On February 2, 2007, the United States Court of Appeals, Fifth Circuit, issued an Order granting our and the other defendants’ motion for leave to appeal. On February 28, 2007, the Fifth Circuit issued an Order expediting such appeal. Oral arguments for the appeal were held on June 6, 2007. On August 2, 2007, the Court issued an opinion reversing the District Court’s opinion and holding that flood exclusions, such as those contained in our policies, are applicable to Hurricane Katrina-related flooding irrespective of the cause of the flooding. The Court remanded to the District Court plaintiffs’ claims for water damage, where they are expected to be dismissed.

We continue to vigorously defend these matters and other cases related to losses incurred in connection with Hurricane Katrina. The Fifth Circuit Court’s decisions in the federal court cases are not legally binding on the state courts, and the effect of these decisions may be affected by subsequent decisions issued by the Supreme Court of Louisiana, including cases to which we are not a party. We believe that the flood exclusions at issue are unambiguous and enforceable. However, a final non-appealable order that our flood exclusions do not exclude losses from flooding caused by third-party negligence and a determination that such negligence was the efficient proximate cause of such flooding or that such an exclusion is inapplicable where any portion of a loss is attributable to a covered peril, would likely have a material adverse effect on our financial position, as well as on our results of operations. We have established our loss and loss adjustment reserves on the assumption that the flood exclusion will be found to be enforceable and effective to exclude losses caused by third-party negligence, as well as by Acts of God, and that the application of the Valued Policy Law will not result in our having to pay damages for perils not otherwise covered.

Other Matters

We have been named a defendant in various other legal proceedings arising in the normal course of business, including one other suit which, like the Emerald case described above, challenges our imposition of certain restrictions on trading funds invested in separate accounts. In addition, we are involved, from time to time, in investigations and proceedings by governmental and self-regulatory agencies. The potential outcome of any such action, or regulatory proceedings or other legal proceedings in which we have been named a defendant, and our ultimate liability, if any, from such action or legal proceedings, is difficult to predict at this time. In our opinion, based on the advice of legal counsel, the ultimate resolutions of such proceedings will not have a material effect on our financial position, although they could have a material effect on the results of operations for a particular quarter or annual period.

OTHER REGULATORY MATTERS

On July 16, 2007, Massachusetts Commissioner of Insurance issued two decisions pertaining to personal automobile insurance. The first decision calls for the end of the “fixed and established” system of setting auto rates and replaces it with a system of “Managed Competition”. The second decision orders the implementation of an Assigned Risk Plan beginning with new business as of April 1, 2008.

Additionally, certain Massachusetts legislators have called for legislation to be passed that would limit the implementation of managed competition. Reportedly, the legislators seek to implement a number of restrictions on the implementation of managed competition, including a limit on the type of permissible rating factors. It is uncertain as to whether the legislation will be enacted and if enacted, what effect, if any, it would have on our business. In any event, it is anticipated that personal automobile rates will decline in 2008.

The Assigned Risk Plan would distribute the Massachusetts residual automobile market based on individual policyholder assignments rather than assigning carriers ERPs. We believe the Assigned Risk Plan would provide for a more equitable distribution of residual market risks across all carriers in the market, and therefore, such plan, if implemented, is not likely to adversely affect our results of operations or financial position.

Legislation was enacted in Louisiana to extend the time period for Louisiana homeowners who have policy coverage claims arising out of hurricanes Katrina and Rita to take legal action against their insurance companies from the pre-existing 12 month period to 24 months from the date of loss. The Louisiana Supreme Court determined that the legislation is constitutional. Legislation was also adopted which increased an insurer’s potential exposure if it is determined to have acted in bad faith in the claim adjustment process. Additionally, the State of Louisiana continues to impose regulatory restrictions on our ability to reduce exposure to areas affected by hurricanes Katrina and Rita and to increase or maintain rates on homeowners policies.

On August 3, 2007, the Commissioner of the Florida Office of Insurance Regulation issued a Consent Order which permits us to non-renew our Florida homeowners insurance policies, beginning December 15, 2007, and continuing until all such policies are non-renewed, which is expected to occur over the ensuing twelve months. Non-renewal of these policies is expected to affect policies which represent approximately $16 million in annual written premium. Florida agents whose customers will be affected by such non-renewals will be offered appointments with another company, which in turn will offer to such customers new homeowners policies on substantially the same terms and rates as we had provided. Additionally, we have entered into an agreement with a Florida insurance carrier pursuant to which, assuming certain conditions to closing the transaction are met, will be deemed “affiliated” with such insurance carrier such that we will not be prohibited from continuing to write personal automobile insurance in Florida.

In addition, the Florida legislation is expected to result in a substantial increase in the size of Citizens Property Insurance Corporation, thereby increasing the potential for significant assessments or other liabilities on insurance companies in the event of catastrophic losses. Such assessments apply to property and non-property lines of business and to commercial as well as to personal lines. In the event of a significant catastrophic event, it is possible that reinsurance purchased from the Florida Hurricane Catastrophe Fund would be uncollectible or that we would be unable to recoup such assessments or assessments arising under the Florida Insurance Guaranty Association in the event of the insolvency of other insurance companies doing business in Florida. In the event Citizens Property Insurance Corporation incurred significant catastrophic losses, we could incur assessment expenses which could be material. It is possible that any additional efforts we undertake to mitigate this exposure could significantly affect our premiums and profitability in Florida.

actions and related regulatory restrictions may limit our ability to reduce our potential exposure to hurricane related losses. It is possible that other states may take action similar to those taken in the state of Florida. At this time we are unable to predict the likelihood or impact of any such potential assessments or other actions.

Recent Developments

We have a defined benefit pension plan that was frozen as of January 1, 2005. Pension plan participant information, referred to as census data, is maintained by a third party recordkeeper. Census data is an important component in our estimate of actuarially determined projected benefit obligations (“PBO”) and expense under Statement No. 87. During the third quarter of 2007, we detected errors in the census data prepared by our external recordkeeper and initiated a detailed review of current and certain historical pension census data. Our review is ongoing and is expected to be completed in the fourth quarter of 2007.

Based on the preliminary results of our ongoing review, we found census data errors affecting the actuarially estimated PBO as of December 31, 2005 and 2006. Because our review is ongoing and revised actuarial valuations are not yet available, we are unable to determine the ultimate impact of these errors on our financial statements. However, based on our work to date, we estimate that the impact represents at least a $16 million increase in our PBO, a reduction in shareholders’ equity of at least $10.4 million and a cumulative increase to prior periods’ pension expense of at least $5 million. As such, these amounts have been recorded in our third quarter results. Also, we do not believe that the impact is likely to exceed a $39 million increase in our PBO, a reduction of shareholders’ equity greater than $25.4 million and a cumulative increase to prior periods’ pension expense greater than $15 million based on our estimate of the high end of a range of reasonably likely outcomes. Given our current estimates, we do not believe the impact of these errors, once finally determined in the fourth quarter, will be material to our 2007 expected annual results of operations, financial condition or cash flows, or represent material errors in our previously issued consolidated quarterly or annual financial statements. However, because our review is continuing and actuarial valuations are not currently available, there can be no certainty that the ultimate impact of these errors will not exceed these estimates.

The correction did not impact our previously reported Consolidated Statements of Cash Flows. However, we have increased our qualified pension plan contributions, previously expected to be $35 million for calendar year 2007. In 2007, we have contributed approximately $50 million to the pension plan. We may make additional contributions after receiving the final actuarial valuations.

On November 8, 2007, Eugene M. Bullis joined THG as an Executive Vice President and Assistant Treasurer. Effective November 12, 2007, Mr. Bullis will also assume the position of Chief Financial Officer. In his capacity of Chief Financial Officer, Mr. Bullis will serve as the principal financial and accounting officer.

On October 16, 2007, the Board of Directors declared an annual dividend of 40 cents ($0.40) per share on the issued and outstanding common stock of THG, payable December 12, 2007, to shareholders of record at the close of business November 28, 2007.

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, 2006. This Management’s Discussion and Analysis should be read and interpreted in light of such factors.

Glossary of Selected Insurance Terms

Annuity contracts – An annuity contract is an arrangement whereby an annuitant is guaranteed to receive a series of stipulated amounts commencing either immediately or at some future date. Annuity contracts can be issued to individuals or to groups.

Benefit payments – Payments made to an insured or their beneficiary in accordance with the terms of an insurance policy.

Casualty insurance – Insurance that is primarily concerned with the losses caused by injuries to third persons and their property (other than the policyholder) and the related legal liability of the insured for such losses.

Catastrophe – A single event that causes our property and casualty companies both a significant number of claims (175 or more) and $500,000 or more in insured property damage losses.

Cede; cedent; ceding company – When a party reinsures its liability with another, it “cedes” business and is referred to as the “cedent” or “ceding company”.

Closed Block – Consists of certain individual life insurance participating policies, individual deferred annuity contracts and supplementary contracts not involving life contingencies which were in force as of FAFLIC’s demutualization in 1995. The purpose of this block of business is to protect the policy dividend expectations of such FAFLIC dividend paying policies and contracts. The Closed Block will be in effect until none of the Closed Block policies are in force, unless an earlier date is agreed to by the Massachusetts Commissioner of Insurance.

Combined ratio, GAAP – This ratio is the GAAP equivalent of the statutory ratio that is widely used as a benchmark for determining an insurer’s underwriting performance. A ratio below 100% generally indicates profitable underwriting prior to the consideration of investment income. A combined ratio over 100% generally indicates unprofitable underwriting prior to the consideration of investment income. The combined ratio is the sum of the loss ratio, the loss adjustment expense ratio and the expense ratio.

Current year underwriting results – A measure of the estimated earnings impact of current premiums offset by estimated loss experience and expenses for the current accident year. This measure includes the estimated increase in revenue associated with higher prices (premiums), including those caused by price inflation and changes in exposure, partially offset by higher volume driven expenses and inflation of loss costs. Volume driven expenses include policy acquisition costs such as commissions paid to property and casualty agents which are typically based on a percentage of premium dollars.

Earned premium – The portion of a premium that is recognized as income, or earned, based on the expired portion of the policy period, that is, the period for which loss coverage has actually been provided. For example, after six months, $50 of a $100 annual premium is considered earned premium. The remaining $50 of annual premium is unearned premium. Net earned premium is earned premium net of reinsurance.

Excess of loss reinsurance – Reinsurance that indemnifies the insured against all or a specific portion of losses under reinsured policies in excess of a specified dollar amount or “retention”.

Expense ratio, GAAP – This ratio reflects underwriting expenses to earned premiums.

Exposure – A measure of the rating units or premium basis of a risk; for example, an exposure of a number of automobiles.

Frequency – The number of claims occurring during a given coverage period.

Guaranteed minimum death benefit (GMDB) – A contract feature which provides annuity contractholders with a guarantee that the benefit received at death will be no less than a prescribed minimum amount. This minimum amount is based on either the net deposits paid into the contract, the net deposits accumulated at a specified rate, the highest historical account value on a contract anniversary, or more typically, the greatest of these values.

Inland marine insurance – A type of coverage developed for shipments that do not involve ocean transport. It covers articles in transit by all forms of land and air transportation as well as bridges, tunnels and other means of transportation and communication. Floater policies that cover expensive personal items such as fine art and jewelry are included in this category.

Loss adjustment expenses (LAE) – Expenses incurred in the adjusting, recording, and settlement of claims. These expenses include both internal company expenses and outside services. Examples of LAE include claims adjustment services, adjuster salaries and fringe benefits, legal fees and court costs, investigation fees and claims processing fees.

Loss adjustment expense (LAE) ratio, GAAP – The ratio of loss adjustment expenses to earned premiums for a given period.

Loss costs – An amount of money paid for a property and casualty claim.

Loss ratio, GAAP – The ratio of losses to premiums earned for a given period.

Loss reserves – Liabilities established by insurers to reflect the estimated cost of claims payments and the related expenses that the insurer will ultimately be required to pay in respect of insurance it has written. Reserves are established for losses and for LAE.

Multivariate product – An insurance product, the pricing for which is based upon the magnitude of, and correlation between, multiple rating factors. In practical application, the term refers to the foundational analytics and methods applied to the product construct.

Peril – A cause of loss.

Property insurance – Insurance that provides coverage for tangible property in the event of loss, damage or loss of use.

Rate – The pricing factor upon which the policyholder’s premium is based.

Rate increase (commercial lines) – Represents the average change in premium on renewal policies caused by the estimated net effect of base rate changes, discretionary pricing, inflation or changes in policy level exposure.

Rate increase (personal lines) – The estimated cumulative premium effect of approved rate actions during the prior policy period applied to a policy’s renewal premium.

Reinstatement premium – A pro-rata reinsurance premium that may be charged for reinstating the amount of reinsurance coverage reduced as the result of a reinsurance loss payment under a catastrophe cover. For example, in 2005 this premium was required to ensure that our property catastrophe occurrence treaty, which was exhausted by Hurricane Katrina, was available again in the event of another large catastrophe loss in 2005.

Reinsurance – An arrangement in which an insurance company, the reinsurer, agrees to indemnify another insurance or reinsurance company, the ceding company, against all or a portion of the insurance or reinsurance risks underwritten by the ceding company under one or more policies. Reinsurance can provide a ceding company with several benefits, including a reduction in net liability on risks and catastrophe protection from large or multiple losses. Reinsurance does not legally discharge the primary insurer from its liability with respect to its obligations to the insured.

Risk based capital (“RBC”) – A method of measuring the minimum amount of capital appropriate for an insurance company to support its overall business operations in consideration of its size and risk profile. The RBC ratio for regulatory purposes is calculated as total adjusted capital divided by required risk based capital. Total adjusted capital for property and casualty companies is capital and surplus. Total adjusted capital for life insurance companies is defined as capital and surplus, plus asset valuation reserve, plus 50% of dividends apportioned for payment. The Company Action Level is the first level at which regulatory involvement is specified based upon the level of capital. Regulators may take action for reasons other than triggering various RBC action levels. The various action levels are summarized as follows:

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The Company Action Level, which equals 200% of the Authorized Control Level, requires a company to prepare and submit an RBC plan to the commissioner of the state of domicile. An RBC plan proposes actions which a company may take in order to bring statutory capital above the Company Action Level. After review, the commissioner will notify the company if the plan is satisfactory.

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The Regulatory Action Level, which equals 150% of the Authorized Control Level, requires the insurer to submit to the commissioner of the state of domicile an RBC plan, or if applicable, a revised RBC plan. After examination or analysis, the commissioner will issue an order specifying corrective actions to be taken.

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The Authorized Control Level authorizes the commissioner of the state of domicile to take whatever regulatory actions considered necessary to protect the best interest of the policyholders and creditors of the insurer.

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The Mandatory Control Level, which equals 70% of the Authorized Control Level, authorizes the commissioner of the state of domicile to take actions necessary to place the company under regulatory control (i.e., rehabilitation or liquidation).

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Life and health companies whose Total Adjusted Capital is between 200% and 250% of the Authorized Control Level are subject to a trend test. The trend test calculates the greater of the decrease in the margin between the current year and the prior year and the average of the past three years.

Separate accounts – An investment account that is maintained separately from an insurer’s general investment portfolio and that allows the insurer to manage the funds placed in variable life insurance policies and variable annuity policies. Policyholders direct the investment of policy funds among the different types of separate accounts available from the insurer.

Severity – A monetary increase in the loss costs associated with the same or similar type of event or coverage.

Statutory accounting principles – Recording transactions and preparing financial statements in accordance with the rules and procedures prescribed or permitted by insurance regulatory authorities including the NAIC, which in general reflect a liquidating, rather than going concern, concept of accounting.

Surrender or withdrawal – Surrenders of life insurance policies and annuity contracts for their entire net cash surrender values and withdrawals of a portion of such values.

Underwriting – The process of selecting risks for insurance and determining in what amounts and on what terms the insurance company will accept risks.

Underwriting expenses – Expenses incurred in connection with the acquisition, pricing and administration of a policy.

Unearned premiums – The portion of a premium representing the unexpired amount of the contract term as of a certain date.

Variable annuity – An annuity which includes a provision for benefit payments to vary according to the investment experience of the separate account in which the amounts paid to provide for this annuity are allocated.

Written premium – The premium assessed for the entire coverage period of a property and casualty policy without regard to how much of the premium has been earned. See also earned premium. Net written premium is written premium net of reinsurance.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks, and the ways we manage them, are summarized in Management’s Discussion and Analysis of Financial Condition and Results of Operations as of December 31, 2006, included in our Annual Report on Form 10-K for the year ended December 31, 2006. There have been no material changes in the first nine months of 2007 to these risks or our management of them.

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 Controls 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 were no changes that occurred during the fiscal quarter ended September 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 - 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 our Cash Balance 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, we understated the accrued benefit in the calculation. We filed a motion to dismiss on the basis that the plaintiff failed to exhaust administrative remedies, which motion was granted without prejudice in a decision dated November 7, 2007.

Emerald Litigation

On July 24, 2002, an action captioned American National Bank and Trust Company of Chicago, as Trustee f/b/o Emerald Investments Limited Partnership, and Emerald Investments Limited Partnership v. Allmerica Financial Life Insurance and Annuity Company was commenced in the United States District Court for the Northern District of Illinois, Eastern Division. In 1999, plaintiffs purchased two variable annuity contracts with initial premiums aggregating $5 million. Plaintiffs, who AFLIAC subsequently identified as engaging in frequent transfers of significant sums between sub-accounts that in our opinion constituted “market timing”, were subject to restrictions upon such trading that AFLIAC imposed in December 2001. Plaintiffs allege that such restrictions constituted a breach of the terms of the annuity contracts. In December 2003, the court granted partial summary judgment to the plaintiffs, holding that at least certain restrictions imposed on their trading activities violated the terms of the annuity contracts.

A jury trial on plaintiffs’ damage claim was held in December 2006, which resulted in an aggregate award to plaintiffs of $1.3 million for lost profits and reimbursement of surrender charges. Plaintiffs’ motion for a new trial was subsequently denied. On March 5, 2007, plaintiffs filed a Notice of Appeal to the United States Court of Appeals, Seventh Circuit. Oral arguments before the Seventh Circuit was held on November 1, 2007.

Hurricane Katrina Litigation

Several actions pending against various insurers, including us, were consolidated for purposes of pretrial discovery and motion practice under the caption In re Katrina Canal Breaches Consolidated Litigation, Civil Action No. 05-4182 in the United States District Court, Eastern District of Louisiana. On November 27, 2006, the Federal District Court issued an Order in these consolidated cases denying our motion to dismiss. The Court held that the flood exclusions utilized in the forms of homeowners and commercial lines policies issued by us and a number of other insurance carriers were ambiguous because such exclusions did not specify that they applied to flooding caused by negligent acts or omissions as well as to flooding caused by natural incidents such as Acts of God. The plaintiffs in these cases claim, among other things, that the efficient proximate cause of their losses was the third-party negligence of the Army Corps of Engineers and the Orleans Levee District in the maintenance of the canal walls or in its failure to warn the plaintiffs and others of the impending water intrusion. The Federal District Court ordered that discovery proceed on the questions of whether there was such negligence and whether such negligence was in fact the efficient proximate cause of such losses.

On February 2, 2007, the United States Court of Appeals, Fifth Circuit, issued an Order granting our and the other defendants’ motion for leave to appeal. On February 28, 2007, the Fifth Circuit issued an Order expediting such appeal. Oral arguments for the appeal were held on June 6, 2007. On August 2, 2007, the Court issued an opinion reversing the District Court’s opinion and holding that flood exclusions such as those contained in our policies are applicable to Hurricane Katrina-related flooding irrespective of the cause of the flooding. The Court remanded to the District Court plaintiffs’ claims for water damage, where they are expected to be dismissed.

We continue to vigorously defend these matters and other cases related to losses incurred in connection with Hurricane Katrina. The Fifth Circuit Court’s decisions in the federal court cases are not legally binding on the state courts, and the effect of these decisions may be affected by subsequent decisions issued by the Supreme Court of Louisiana, including in cases to which we are not a party. We believe that the flood exclusions at issue are unambiguous and enforceable. However, a final non-appealable order that our flood exclusions do not exclude losses from flooding caused by third-party negligence and a determination that such negligence was the efficient proximate cause of such flooding, or that such an exclusion is inapplicable where any portion of a loss is attributable to a covered peril, would likely have a material adverse effect on our financial position, as well as on our results of operations. We have established our loss and LAE reserves on the assumption that the flood exclusion will be found to be enforceable and effective to exclude losses caused by third-party negligence, as well as by Acts of God, and that the application of the Valued Policy Law will not result in our having to pay damages for perils not otherwise covered.

ITEM 1A - RISK FACTORS

Risks and Forward-Looking Statements

We wish to caution readers that the following important factors, among others, in some cases have affected and in the future could affect our actual results and could cause our actual results for 2007 and beyond to differ materially from historical results and from those expressed in any of our forward-looking statements. When used in our Management’s Discussion and Analysis, the words “believes”, “anticipates”, “expects”, “projections”, “outlook”, “should”, “could”, “plan”, “guidance” and similar expressions are intended to identify forward-looking statements. See “Important Factors Regarding Forward-Looking Statements” filed as Exhibit 99.2 to our Annual Report on Form 10-K for the period ended December 31, 2006. While any of these factors could affect our business as a whole, we have grouped certain factors by the business segment to which we believe they are most likely to apply.

Risk factors which have changed from those previously disclosed in our Annual Report on Form 10-K have been marked in bold. The risks identified below reflect additional risks, or provide additional examples of risks, described in “Important Factors Regarding Forward-Looking Statements” filed as Exhibit 99.2 to our Annual Report on Form 10-K for the period ended December 31, 2006. In order to better understand the risks we face, the following description and updates should be read in conjunction with the disclosure in such Exhibit 99.2.

Risks Relating To Our Property And Casualty Insurance Business

We generate most of our total revenues and earnings through our property and casualty insurance subsidiaries. The results of companies in the property and casualty insurance industry historically have been subject to significant fluctuations and uncertainties. Our profitability could be affected significantly by (i) adverse loss development or loss adjustment expense for events we have insured in either the current or in prior years, including risks indirectly insured through various mandatory market mechanisms or through discontinued pools which are included in the Other Property and Casualty segment (our retained Life Companies business also includes discontinued pools which present similar risks) or the expected decline in the amount of favorable development which has been realized in recent periods; (ii) an inability to retain profitable policies in force and attract profitable policies in our Personal Lines and Commercial Lines segments, whether as the result of an increasingly competitive product pricing environment, the adoption by competitors of strategies to increase agency appointments and commissions, as well as marketing and advertising expenditures or otherwise; (iii) heightened competition, including the recent intensification of price competition and increased marketing efforts by our competitors, the entry of new competitors and the introduction of new products by new and existing competitors, or as the result of consolidation within the financial services industry and the entry of additional financial institutions into the insurance industry; (iv) failure to obtain new customers, retain existing customers or reductions of policies in force by existing customers, whether as a result of recent competition or otherwise; (v) increases in costs, particularly those occurring after the time our products are priced and including construction, automobile, and medical and rehabilitation costs; (vi) restrictions on insurance underwriting; (vii) adverse state and federal legislation or regulation, including decreases in rates, the inability to obtain further rate increases, limitations on premium levels, increases in minimum capital and reserve requirements, benefit mandates, limitations on the ability to manage care and utilization, requirements to write certain classes of business, recently announced changes to the “fixed and established” rate setting mechanism for personal automobile rates in Massachusetts, limitations on the use of credit scoring, such as proposals to ban the use of credit scores with respect to personal lines in Michigan and Florida or arising out of the recent report on credit scores issued by the U.S Fair Trade Commission, restrictions on the use of certain compensation arrangements with agents and brokers, as well as continued compliance with state and federal regulations; (viii) adverse changes in the ratings obtained from independent rating agencies, such as Moody’s, Standard and Poor’s and A.M. Best, whether due to additional capital requirements or the Company’s underwriting performance or other factors; (ix) industry-wide change resulting from investigations and inquiries relating to compensation arrangements with insurance brokers and agents; (x) disruptions caused by the introduction of new personal lines products, such as our multivariate auto and our new homeowners products, and related technology changes and new personal and commercial lines operating models; and (xi) disruptions caused by the pending implementation of a new claims system for both the personal and commercial automobile lines. Additionally, our profitability could be affected by adverse catastrophe experience, severe weather or other unanticipated significant losses. Further, certain new catastrophe models assume an increased frequency and severity of certain weather events, and financial strength rating agencies are placing increased emphasis on capital and reinsurance adequacy for insurers with certain geographic concentrations of risk. This factor, along with the increased cost of reinsurance, may result in insurers seeking to diversify their geographic exposure which could result in increased regulatory restrictions in those markets where insurers seek to exit or reduce coverage, as well as an increase in competitive pressures in non-coastal markets such as the Midwest. We have significant concentration of exposures in certain areas, including portions of the Northeast and Southeast and derive a material amount of profits from operations in the Midwest.

Specifically, underwriting results and segment income could be adversely affected by further changes in our net loss and LAE estimates related to hurricanes Katrina and Rita. The risks and uncertainties in our business that may affect such estimates and future performance, including the difficulties in arriving at such estimates, should be considered. Estimating losses following any major catastrophe is an inherently uncertain process, which is made more difficult by the unprecedented nature of this event. Factors that add

to the complexity in this event include the legal and regulatory uncertainty (including legislative changes in Louisiana to the statute of limitations for reporting certain claims and to sanctions for “bad faith” claims handling, as well as certain legal developments related to flood exclusion language in policy contracts and the interpretation of Louisiana Valued Policy Law), the complexity of factors contributing to the losses, delays in claim reporting, the exacerbating circumstances of Hurricane Rita and a slower pace of recovery resulting from the extent of damage sustained in the affected areas due in part to the availability and cost of resources to effect repairs. As a result, there can be no assurance that our ultimate costs associated with this event will not be substantially different from current estimates. In addition, there can be no assurance that, in light of the devastation in the areas affected by Hurricane Katrina, our ability to obtain and retain policyholders will not be adversely affected.

Hurricane Katrina has also contributed to uncertainty regarding the reinsurance marketplace, which also experienced significant losses related to this catastrophe. We anticipate that the cost of and ability to obtain reinsurance coverages similar to our current programs will continue to be adversely affected by these factors. Changes in the reinsurance marketplace in 2006 resulted in the renewal of our property catastrophe occurrence treaty at higher retention levels with slightly higher coverage, as well as the non-renewal of our property catastrophe aggregate treaty. Changes in our reinsurance program, although dependent on the nature and number of catastrophes, may result in our incurring additional losses and ultimately decreased profits in future periods.

Additionally, future operating results as compared to prior years and forward-looking information regarding Personal Lines and Commercial Lines segment information on written and earned premiums, policies in force, underwriting results and segment income currently are expected to be adversely affected by competitive and regulatory pressures affecting rates. In addition, underwriting results and segment income could be adversely affected by changes in the current favorable frequency and loss trends generally being experienced industry-wide. Results in personal lines business may also be adversely affected by pricing decreases and market disruptions (including any caused by the current economic environment in Michigan, proposals in Michigan to reduce rates or expand coverage, or the Michigan Commissioner of Insurance’s proposed ban on the use of credit scores), by unfavorable loss trends that may result in New Jersey due to that state’s supreme court ruling relating to the no-fault tort threshold, and by disruptions caused by judicial and potential legislative and executive branch intervention related to rules proposed by the Massachusetts Commissioner of Insurance to reform the distribution of losses from the Massachusetts personal automobile residual market and introduce “managed competition” to that market, as well as the April 1, 2007 reduction in personal automobile rates.

Also, our personal lines business production and earnings may be unfavorably affected by the introduction of our multivariate auto product should we experience adverse selection because of our pricing, operational difficulties or implementation impediments with independent agents, or the inability to grow or sustain growth in new markets after the introduction of new products or the appointment of new agents. In addition, there are increased underwriting risks associated with premium growth and the introduction of new products or programs in both our personal and commercial lines businesses, as well as the appointment of new agencies and the expansion into new geographical areas, and we have experienced increased loss ratios with respect to our new personal automobile business, which is written through our Connections Auto product, particularly in certain states where we have less experience and data.

Additionally, during the past few years we have made, and our current plans are to continue to make, significant investments in our personal lines and commercial lines businesses to, among other things, strengthen our product offerings and service capabilities, improve technology and our operating models, build expertise in our personnel, and expand our distribution capabilities, with the ultimate goal of achieving significant and sustained profitable growth and obtaining favorable returns on these investments. In order for these investment strategies to be profitable, we must achieve both profitable premium growth and the successful implementation of our operating models so that our expenses do not increase proportionately with growth. The ability to grow profitably throughout the property and casualty “cycle” is crucial to our current strategy. There can be no assurance that we will be successful in profitably growing our business, or that we will not alter our current strategy due to changes in our markets or an inability to successfully maintain acceptable margins on new business or for other reasons, in which case written and earned premium, property and casualty segment income and net book value could be adversely affected.

Recent significant increases and expected further increases in the number of participants or insureds in state-sponsored reinsurance pools or FAIR Plans, particularly in the states of Massachusetts, Louisiana and Florida, combined with regulatory restrictions on the ability to adequately price, underwrite, or non-renew business, could expose us to significant exposures and assessment risks.

Risks Relating To Our Life Companies

Our businesses may be affected by (i) adverse actions related to legal and regulatory actions described under “Contingencies and Regulatory Matters” on pages 47 to 50 of Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-Q, including those which are subject to the “FIN 45” reserve described under “Life Companies—Discontinued Operations” on page 40 of Management’s Discussion and analysis of Financial Condition and Results of Operations of this Form 10-Q; (ii) adverse loss and expense development related to our discontinued assumed accident and health reinsurance pool business or failures of our reinsurers to timely pay their obligations (especially in light of the fact that historically these pools sometimes involved multiple layers of overlapping reinsurers, or so called “spirals”); (iii) possible claims relating to sales practices for insurance and investment products or our historical administration of such products, including with respect to activities of our former agents; (iv) adverse

trends in mortality and morbidity; (v) lower appreciation or decline in value of our managed investments or the investment markets in general; and (vi) an adverse ruling by the I.R.S. eliminating some or all of the separate accounts’ dividends received deduction tax benefits that we received.

In particular, we have provided forward-looking information relating to the sale of our variable life insurance and annuity business and its effect on our results of operations and financial position. There are certain factors that could cause actual results to differ materially from those anticipated herein. These include (i) the impact of contingent liabilities, including litigation and regulatory matters, assumed or retained by THG in connection with the transaction and the impact of other indemnification obligations owed from THG to Goldman Sachs (including with respect to existing and potential litigation and regulatory actions and the remediation of certain processing errors in connection with tax reporting); and (ii) future statutory operating results of FAFLIC, which will affect its projected statutory adjusted capital and ability to obtain future regulatory approval for dividends.

Risks Relating To Our Business Generally

Other market fluctuations and general economic, market and political conditions also may negatively affect our business and profitability. These conditions include (i) changes in interest rates causing a reduction of investment income or in the market value of interest rate sensitive investments; (ii) higher service, administrative or general expense due to the need for additional advertising, marketing, administrative or management information systems expenditures; (iii) the inability to attract, or the loss or retirement of key executives or other key employees, and increased costs associated with the replacement of key executives or employees; (iv) changes in our liquidity due to changes in asset and liability matching, including the effect of defaults of debt securities; (v) failure of a reinsurer of our policies to pay its liabilities under reinsurance or coinsurance contracts or adverse effects on the cost and availability of reinsurance; (vi) changes in the mix of assets comprising our investment portfolios and changes in general market conditions that may cause the market value of our investment portfolio to fluctuate, including the expansion of current concerns regarding sub-prime mortgages to prime mortgage and corresponding mortgage-backed securities; (vii) losses resulting from our participation in certain reinsurance pools, including pools in which we no longer participate but may have unquantified potential liabilities relating to asbestos and other matters, or from fronting arrangements where the reinsurer does not meet all of its reinsurance obligations; (viii) defaults or impairments of debt securities held by us; (ix) higher employee benefit costs due to changes in market values of plan assets, interest rates, regulatory requirements or judicial interpretations of benefits (including with respect to our Cash Balance Plan which is the subject of the Durand litigation); (x) the effects of our restructuring actions, including any resulting from our review of operational matters related to our business, including a review of our markets, products, organization, financial capabilities, agency management, regulatory environment, ancillary businesses and service processes; (xi) errors or omissions in connection with the administration of any of our products; (xii) breaches of our information technology security systems or other operational disruptions or breaches which result in the loss or compromise of confidential financial, personal, medical or other information about our policyholders, agents or others with whom we do business; (xiii) interruptions in our ability to conduct business as a result of terrorist actions, catastrophes or other significant events affecting infrastructure, and delays in recovery of our operating capabilities; and (xiv) uncertainties in calculating our projected benefit liabilities as a result of prior census data errors and various other factors.

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

Issuer Purchases of Equity Securities


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, 2007	—	$	—	—	$	—
August 1 – 31, 2007 (1)	1,441		41.16	—		—
September 1 – 30, 2007 (1)	1,650		42.78	—		—

Total	3,091	$	42.02	—	$	—

(1)	Share were repurchased to satisfy statutory minimum tax withholding amounts due from employees upon receipt of stock which resulted from the vesting of their restricted stock units. These restricted stock units were granted in 2004 pursuant to our Amended Long-Term Stock Incentive Plan.

ITEM 5 - OTHER INFORMATION

On November 6, 2007, Eugene M. Bullis, 62, accepted an offer to join The Hanover Insurance Group, Inc. (the “Company”) as its Executive Vice President, Chief Financial Officer and Assistant Treasurer. In his capacity as Chief Financial Officer, Mr. Bullis will serve as the Company’s principal financial and accounting officer. Mr. Bullis will assume the position of Chief Financial Officer effective November 12, 2007, but joined the Company as Executive Vice President and Assistant Treasurer effective November 8, 2007. A copy of the press release announcing the appointment is attached as Exhibit 99.1 to this Quarterly Report on Form 10-Q.

From November 2002 until May 2007, Mr. Bullis served as Executive Vice President and Chief Financial Officer of Conseco, Inc. (NYSE: CNO), an accident and health insurance provider.

The Company and Mr. Bullis entered into an Offer Letter effective as of November 6, 2007, the material terms of which are as follows:

•

Mr. Bullis’s initial base salary will be $480,000 per year.

•

Effective upon his date of hire, Mr. Bullis will be granted the following equity awards under the Company’s 2006 Long-Term Incentive Plan:

•

A number of performance based restricted stock units having a fair value (determined in accordance with FAS 123(R)) on the date of grant equal to approximately $1,000,000. Provided Mr. Bullis remains continuously employed by the Company through such date and satisfies certain pre-established performance goals, the restricted stock units shall vest and convert into an equivalent number of shares of the Company’s Common Stock on December 31, 2009.

•

Mr. Bullis will receive a $150,000 sign-on bonus. Such bonus is in lieu of a pro-rated 2007 Short-Term and Long-Term Incentive Program award. In the event Mr. Bullis voluntarily leaves the Company within 12 months of his date of hire, all or a portion of such sign-on bonus (depending upon the date of resignation) must be repaid to the Company.

•

Mr. Bullis’s 2008 Short-Term Incentive Compensation Award will have a targeted value of 90% of his base salary.

•

Mr. Bullis will participate in the Company’s Amended Employment Continuity Plan (previously filed as Exhibit 10.69 to the Company’s June 30, 2005 Report on Form 10-Q).

•

Mr. Bullis will be eligible to participate in the Company’s benefit programs, including, but not limited to, Group Medical, Dental, Life, Short and Long-Term Disability Insurance, The Hanover Insurance Group Retirement Savings Plan (Qualified 401(k) Plan and Nonqualified Retirement Savings Plan) and financial planning services, and will be eligible for reimbursement of certain temporary living expenses.

The foregoing description of the terms of the Offer Letter do not purport to be complete and is qualified in its entirety by the Offer Letter attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 6 - EXHIBITS


		EX–10.1		Offer Letter dated November 6, 2007 between the Registrant and Eugene M. Bullis.

		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–99.1		Press Release dated November 8, 2007 announcing the hiring of Eugene M. Bullis as Executive Vice President and Chief Financial Officer.

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, 2007		/s/ Frederick H. Eppinger, Jr.
		Date		Frederick H. Eppinger, Jr.
				President, Chief Executive Officer, Director and Acting Chief Financial Officer
				(Principal Financial Officer)

		November 8, 2007		/s/ Warren E. Barnes
		Date		Warren E. Barnes
				Vice President, Corporate Controller, and Acting Principal Accounting Officer