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August 3, 2022 Newswires
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Edgar Glimpses

TABLE OF CONTENTS

  Introduction                                    24
  Executive Overview                              24
  Description of Operating Segments               25
  Results of Operations - Consolidated            25
  Results of Operations - Segments                27
  Investments                                     35
  Other Items                                     38
  Income Taxes                                    39
  Critical Accounting Estimates                   40
  Statutory Surplus of Insurance Subsidiaries     40
  Liquidity and Capital Resources                 40
  Contingencies and Regulatory Matters            42
  Risks and Forward - Looking Statements          42




                                       23

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  Table of Contents


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 its subsidiaries ("THG"). Consolidated results of
operations and financial condition are prepared in accordance with generally
accepted accounting principles in the United States of America ("U.S. GAAP").
This discussion 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 Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in our Annual Report on Form 10-K
filed with the Securities and Exchange Commission (the "SEC") on February 25,
2022.

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 insurance companies, and other insurance and
non-insurance subsidiaries. Our results of operations also include the results
of our discontinued operations, consisting primarily of our former accident and
health and life insurance businesses.

Executive Overview

Business operations consist of four operating segments: Core Commercial,
Specialty, Personal Lines and Other.


Our strategy, which focuses on the independent agency distribution channel,
supports THG's commitment to our select independent agents. It is designed to
generate profitable growth by leveraging the strengths of our distribution
approach, including expansion of our agency footprint in underpenetrated
geographies, as warranted. As part of that strategy, we have increased our
capabilities in specialty markets and made investments designed to develop
growth solutions for our agency distribution channel that meet the needs of our
customers. Our goal is to grow responsibly in all of our businesses, while
managing volatility.

During the six months ended June 30, 2022, our net income was $127.4 million,
compared to $221.2 million for the six months ended June 30, 2021, a decrease of
$93.8 million, primarily due to changes in the fair value of equity securities,
partially offset by higher operating income.

Operating income before interest expense and income taxes (a non-GAAP financial
measure; see also "Results of Operations - Consolidated - Non-GAAP Financial
Measures") was $269.4 million for the six months ended June 30, 2022, compared
to $222.4 million for the six months ended June 30, 2021, an increase of $47.0
million. This increase was primarily due to lower catastrophe losses and earned
premium growth, partially offset by higher current accident year losses. The
higher current accident year losses were primarily due to higher severity in our
personal automobile line, as a result of inflation and supply chain disruptions.

Pre-tax catastrophe losses were $122.9 million for the six months ended June 30,
2022, compared to $210.1 million during the same period of 2021, a decrease of
$87.2 million. The higher level of catastrophe losses in 2021 was primarily due
to freeze events in Texas and surrounding states. Net favorable development on
prior years' loss reserves was $15.2 million for the six months ended June 30,
2022, compared to $20.8 million for the six months ended June 30, 2021, a
decrease of $5.6 million.

Due to persistent supply chain disruptions emerging from the COVID-19 pandemic
("Pandemic"), and significant inflation in the U.S economy, among other factors
outside our control, we are experiencing higher claims costs, particularly in
our automobile and homeowners lines of business. Additionally, several other
Pandemic uncertainties persist, including the pace and effectiveness of return
to workplace initiatives across the economy, the emergence of virus variants,
non-traditional driving patterns and court caseload backlogs. We continue to
believe that the effect of these uncertainties on our near-term results should
be manageable. However, they may affect the property and casualty insurance
industry, our business, and our financial results over the intermediate and
long-term. (See "Contingencies and Regulatory Matters" and "Item 1A - Risk
Factors" for further discussion).

Core Commercial


Core Commercial entails two distinct businesses, small commercial and middle
market, both of which focus on account business, including commercial multiple
peril, commercial automobile, workers' compensation and other (general
liability, ancillary professional, commercial umbrella, and monoline property).
Small commercial focuses on small businesses, with annual policy premiums
generally up to $50,000. Small commercial recently launched TAP sales, a quoting
platform, that generated approximately a 20% increase in new business
submissions during the quarter, enhancing the ease of doing business. Middle
market provides coverage to mid-sized businesses with annual policy premiums
generally between $50,000 and $500,000. Middle market offers coverage in
distinct industry segments, including technology, manufacturing, human services,
retail, real estate, and others. We believe that our account-focused approach to
the small commercial market and distinctiveness in the middle market provides us
with a diversified portfolio of products and delivers significant value to
agents and policyholders. We continue to pursue our core strategy of developing
strong relationships with retail agents, enhanced franchise value through
selective distribution, distinctive products and coverages, and through
continued investment in industry segmentation. Net premiums written increased
8.7% in the first six months of 2022, compared to the same period in 2021,
primarily driven by pricing and exposure increases and continued strong
retention.

Underwriting results increased in the first six months of 2022, primarily due to
lower catastrophe losses. The competitive nature of the Core Commercial market
requires us to be highly disciplined in our underwriting process to ensure that
we write business at acceptable margins, and we continue to seek rate increases
across many lines of business.

                                       24

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Specialty

Specialty offers a competitive set of products that is focused predominately on
small to mid-sized businesses. This includes numerous specialized product areas
that are organized into four distinct divisions - Professional and Executive
Lines, Specialty Property and Casualty ("Specialty P&C"), Marine, and Surety and
Other. We believe that this distribution of Specialty products, primarily with
retail agents supplemented by select specialists, serves as a complement to our
Core Commercial business and helps to enhance our overall agent value and
increase growth opportunities. Net premiums written increased 11.7% in the first
six months of 2022, compared to the same period in 2021, primarily due to
pricing increases.

Underwriting results increased in the first six months of 2022, primarily due to
lower catastrophe losses, lower current accident year losses, higher favorable
development of prior years' loss reserves, and earned premium growth. The
competitive nature of the Specialty market requires us to be highly disciplined
in our underwriting process to ensure that we write business at acceptable
margins, and we continue to seek rate increases across many lines of business.

Personal Lines


Personal Lines focuses on working with high quality, value-oriented agencies
that deliver consultative selling to customers and stress the importance of
account rounding, which is the conversion of single policy customers to accounts
with multiple policies and/or additional coverages, to address customers'
broader objectives. Approximately 87% of our policies in force have been issued
to customers with multiple policies and/or coverages with us. We are focused on
seeking profitable growth opportunities, building a distinctive position in the
market in order to meet our customers' needs and diversifying geographically. We
continue to seek appropriate rate increases that meet or exceed underlying loss
cost trends, subject to regulatory and competitive considerations.

Net premiums written increased by 10.4% in the first six months of 2022,
compared to the same period in 2021, primarily due to increased new business
production and improved retention. Underwriting results decreased in the first
six months of 2022, primarily due to higher current accident year personal
automobile and homeowners losses.

Description of Operating Segments


Primary business operations include insurance products and services currently
provided through four operating segments: Core Commercial, Specialty, Personal
Lines and Other. Core Commercial includes commercial multiple peril, commercial
automobile, workers' compensation, and other commercial lines coverages provided
to small and mid-sized businesses. Specialty includes four divisions of
business: Professional and Executive Lines, Specialty P&C, Marine, and Surety
and Other. Specialty P&C includes coverages such as program business (provides
commercial insurance to markets with specialized coverage or risk management
needs related to groups of similar businesses), specialty industrial and
commercial property, and excess and surplus lines. Personal Lines includes
personal automobile, homeowners and other personal coverages, such as umbrella.
Included in the "Other" segment are Opus Investment Management, Inc., which
markets investment management services to institutions, pension funds, and other
organizations; earnings on holding company assets; holding company and other
expenses, including certain costs associated with retirement benefits due to our
former life insurance employees and agents; and our run-off voluntary assumed
property and casualty pools and run-off direct asbestos and environmental
businesses. During the first quarter of 2022, we disaggregated our former
Commercial Lines segment into the aforementioned Core Commercial and Specialty
segments. Prior periods reflect this new presentation. This presentation is
consistent with the manner in which our chief operating decision maker evaluates
results in deciding how to allocate resources and in assessing performance.

We report interest expense on debt separately from the earnings of our operating
segments. This consists primarily of interest on our senior and subordinated
debentures.

Results of Operations - Consolidated


Consolidated net income for the three months ended June 30, 2022 was $22.6
million, compared to $128.5 million for the three months ended June 30, 2021, a
decrease of $105.9 million. The decrease in consolidated net income was
primarily due to after-tax net realized and unrealized investment losses of
approximately $60.8 million in 2022 compared to after-tax net realized and
unrealized investment gains of $25.6 million in 2021, primarily related to the
change in the fair value of equity securities. Additionally, operating income
before interest expense and income taxes decreased $22.3 million, primarily due
to higher current accident year losses in our Personal Lines segment, partially
offset by earned premium growth.

Consolidated net income for the six months ended June 30, 2022 was $127.4
million, compared to $221.2 million for the six months ended June 30, 2021, a
decrease of $93.8 million. The decrease in consolidated net income was primarily
due to after-tax net realized and unrealized investment losses of approximately
$73.2 million in 2022 compared to after-tax net realized and unrealized
investment gains of $57.0 million in 2021, primarily related to the change in
the fair value of equity securities. This was partially offset by operating
income before interest expense and income taxes which increased $47.0 million
for the six months ended June 30, 2022, primarily due to lower catastrophe
losses and earned premium growth, partially offset by higher current accident
year losses in our Personal Lines segment.

                                       25

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The following table reflects operating income before interest expense and income
taxes for each operating segment and a reconciliation to consolidated net income
from operating income before interest expense and income taxes (a non-GAAP
measure).

                                             Three Months Ended              Six Months Ended
                                                  June 30,                       June 30,
(in millions)                               2022            2021            2022           2021
Operating income before interest
expense and income taxes:
Core Commercial                          $     66.9      $     69.9       $  134.4       $    55.1
Specialty                                      45.2            34.5           95.2            51.5
Personal Lines                                  2.8            32.2           39.1           114.0
Other                                           0.1             0.7            0.7             1.8
Operating income before interest
expense and income taxes                      115.0           137.3          269.4           222.4
Interest expense on debt                       (8.5 )          (8.5 )        (17.0 )         (17.0 )
Operating income before income taxes          106.5           128.8          252.4           205.4

Income tax expense on operating income (22.6 ) (24.8 )

  (50.8 )         (40.0 )
Operating income                               83.9           104.0          201.6           165.4
Non-operating items:
Net realized and unrealized investment
gains (losses)                                (77.9 )          31.1          (93.8 )          68.6
Other non-operating                            (0.4 )             -           (0.4 )             -
Income tax benefit (expense) on
non-operating items                            17.2            (5.5 )         20.7           (11.6 )
Income from continuing operations, net
of taxes                                       22.8           129.6          128.1           222.4
Discontinued operations (net of
taxes):
Loss from discontinued life businesses         (0.2 )          (1.1 )         (0.7 )          (1.2 )
Net income                               $     22.6      $    128.5       $  127.4       $   221.2


Non-GAAP Financial Measures

In addition to consolidated net income, discussed above, we assess our financial
performance based upon pre-tax "operating income," and we assess the operating
performance of each of our four operating segments based upon the pre-tax
operating income generated by each segment. As reflected in the table above,
operating income before interest expense and income taxes excludes interest
expense on debt and certain other items which we believe are not indicative of
our core operations, such as net realized and unrealized investment gains and
losses. Such gains and losses are excluded since they are determined by interest
rates, financial markets and the timing of sales. Also, operating income before
interest expense and income taxes excludes net gains and losses on disposals of
businesses, gains and losses related to the repayment of debt, discontinued
operations, costs to acquire businesses, restructuring costs, the cumulative
effect of accounting changes and certain other items. Although the items
excluded from operating income before interest expense and income taxes are
important components in understanding and assessing our overall financial
performance, we believe a discussion of operating income before interest expense
and income taxes enhances an investor's understanding of our results of
operations by highlighting net income attributable to the core operations of the
business. However, operating income before interest expense and income taxes,
which is a non-GAAP measure, should not be construed as a substitute for income
before income taxes or income from continuing operations, and operating income
should not be construed as a substitute for net income.

Catastrophe losses and prior years' reserve development are significant
components in understanding and assessing the financial performance of our
business. Management reviews and evaluates catastrophes and prior years' reserve
development separately from the other components of earnings. References to
"current accident year underwriting results" exclude prior accident year reserve
development and may also be presented "excluding catastrophes." Prior years'
reserve development and catastrophes are not predictable as to timing or the
amount that will affect the results of our operations and have an effect on each
year's operating and net income. Management believes that providing certain
financial metrics and trends excluding the effects of catastrophes and prior
years' reserve development helps investors to understand the variability in
periodic earnings and to evaluate the underlying performance of our operations.
Discussion of catastrophe losses in this Management's Discussion and Analysis
includes development on prior years' catastrophe reserves and, unless otherwise
indicated, such development is excluded from discussions of prior year loss and
loss adjustment expenses ("LAE") reserve development.

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Results of Operations - Segments


The following is our discussion and analysis of the results of operations by
business segment. The operating results are presented before interest expense,
income taxes and other items, which management believes are not indicative of
our core operations, including realized gains and losses, as well as unrealized
gains and losses on equity securities, and the results of discontinued
operations.

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

                                           Three Months Ended               Six Months Ended
                                                June 30,                        June 30,
(in millions)                             2022            2021            2022            2021
Operating revenues
Net premiums written                    $ 1,332.8       $ 1,207.2       $ 2,645.1       $ 2,403.3
Net premiums earned                     $ 1,293.8       $ 1,179.8       $ 2,557.6       $ 2,341.6
Net investment income                        70.5            75.6           147.4           152.4
Other income                                  6.5             5.8            12.4            11.8
Total operating revenues                  1,370.8         1,261.2         2,717.4         2,505.8
Losses and operating expenses
Losses and LAE                              845.5           745.1         1,633.0         1,526.4
Amortization of deferred acquisition
costs                                       269.3           244.2           532.2           484.5
Other operating expenses                    141.0           134.6           282.8           272.5
Total losses and operating expenses       1,255.8         1,123.9         2,448.0         2,283.4
Operating income before interest
expense and income taxes                $   115.0       $   137.3       $   

269.4 $ 222.4

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021


Operating income before interest expense and income taxes was $115.0 million for
the three months ended June 30, 2022, compared to $137.3 million for the three
months ended June 30, 2021, a decrease of $22.3 million. This decrease was
primarily due to higher Personal Lines current accident year losses, partially
offset by earned premium growth.

Net premiums written increased $125.6 million for the three months ended June
30, 2022, compared to the three months ended June 30, 2021, primarily due to
rate and exposure increases and continued strong retention.

Production and Underwriting Results


The following tables summarize premiums written on a gross and net basis, net
premiums earned, and loss (including catastrophe losses) and LAE, expense, and
combined ratios for the Core Commercial, Specialty, and Personal Lines segments.
Loss and LAE, catastrophe loss, and combined ratios shown below include prior
year reserve development. These items are not meaningful for our Other segment.

                                                          Three Months Ended June 30, 2022
                          Gross           Net           Net
                         Premiums      Premiums      Premiums       Catastrophe      Loss & LAE       Expense       Combined
(dollars in millions)    Written        Written       Earned        Loss Ratios        Ratios         Ratios         Ratios
Core Commercial         $    525.6     $   454.2     $   480.1               3.7            60.1          32.5           92.6
Specialty                    354.6         302.3         293.5               2.2            54.1          35.3           89.4
Personal Lines               593.7         576.3         520.2              10.2            76.5          26.7          103.2
Total                   $  1,473.9     $ 1,332.8     $ 1,293.8               6.0            65.4          30.8           96.2

                                                          Three Months 

Ended June 30, 2021

                          Gross           Net           Net
                         Premiums      Premiums      Premiums       Catastrophe      Loss & LAE       Expense       Combined
(dollars in millions)    Written        Written       Earned        Loss Ratios        Ratios         Ratios         Ratios
Core Commercial         $    473.6     $   421.7     $   447.6               3.1            59.7          32.2           91.9
Specialty                    332.1         265.1         255.8               1.7            57.4          34.9           92.3
Personal Lines               537.1         520.4         476.4              12.3            69.4          28.2           97.6
Total                   $  1,342.8     $ 1,207.2     $ 1,179.8               6.5            63.2          31.2           94.4




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The following table summarizes U.S. GAAP underwriting results for the Core
Commercial, Specialty, Personal Lines and Other segments and reconciles them to
operating income before interest expense and income taxes.


                                                                                   Three Months Ended June 30,
                                                        2022                                                                         2021
                                                             Personal                                                                     Personal
(in millions)           Core Commercial        Specialty      Lines         Other       Total       Core Commercial       Specialty        Lines         Other       Total
Underwriting profit,
  excluding prior year
  reserve
  development and
  catastrophes         $            49.3     $     35.7     $     27.9     $     -     $ 112.9     $            44.3     $      19.8     $     63.1     $     -     $ 127.2
Prior year favorable
  (unfavorable) loss
  and LAE reserve
  development on
  non-catastrophe
  losses                             2.8            1.2            5.2           -         9.2                   4.6             3.3            5.0        (0.3 )      12.6
Prior year favorable
  (unfavorable)
  catastrophe
  development                       10.9            3.1           (2.0 )         -        12.0                   8.7             3.3            3.0           -        15.0
Current year
  catastrophe
  losses                           (28.7 )         (9.7 )        (51.0 )         -       (89.4 )               (22.5 )          (7.7 )        (61.6 )         -       (91.8 )
Underwriting profit
  (loss)                            34.3           30.3          (19.9 )         -        44.7                  35.1            18.7            9.5        (0.3 )      63.0
Net investment
  income                            32.6           14.8           20.6         2.5        70.5                  35.0            16.0           21.8         2.8        75.6
Fees and other
  income                             0.9            1.5            3.4         0.7         6.5                   0.8             1.7            2.2         1.1         5.8
Other operating
  expenses                          (0.9 )         (1.4 )         (1.3 )      (3.1 )      (6.7 )                (1.0 )          (1.9 )         (1.3 )      (2.9 )      (7.1 )
Operating income
  before interest
  expense and
  income taxes         $            66.9     $     45.2     $      2.8     $   0.1     $ 115.0     $            69.9     $      34.5     $     32.2     $   0.7     $ 137.3



Core Commercial

Core Commercial net premiums written were $454.2 million for the three months
ended June 30, 2022, compared to $421.7 million for the three months ended June
30, 2021. This $32.5 million increase was primarily driven by pricing and
exposure increases and continued strong retention.

Core Commercial underwriting profit for the three months ended June 30, 2022 was
$34.3 million, compared to a $35.1 million for the three months ended June 30,
2021, a decrease of $0.8 million. Catastrophe losses for the three months ended
June 30, 2022 were $17.8 million, compared to $13.8 million for the three months
ended June 30, 2021, an increase of $4.0 million. Net favorable development on
prior year's loss reserves for the three months ended June 30, 2022 was $2.8
million, compared to $4.6 million for the three months ended June 30, 2021, a
decrease of $1.8 million.

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Core Commercial current accident year underwriting profit, excluding
catastrophes, was $49.3 million for the three months ended June 30, 2022,
compared to $44.3 million for the three months ended June 30, 2021. This $5.0
million
increase was primarily driven by earned premium growth.


We continue to manage underwriting performance through rate actions, pricing
segmentation, specific underwriting actions and targeted new business growth.
Our ability to achieve overall rate increases is affected by many factors,
including regulatory activity and the competitive pricing environment,
particularly within the workers' compensation line. Due to uncertainty caused by
the Pandemic and the increase in inflation, there is a level of uncertainty in
our ability to grow our business and maintain or improve our underwriting
profitability in this environment. The extent and duration of these
uncertainties are unknown and may result in an increase in claims costs and
reduced premium levels.

Specialty


Specialty net premiums written were $302.3 million for the three months ended
June 30, 2022, compared to $265.1 million for the three months ended June 30,
2021. This $37.2 million increase was primarily driven by improved retention and
pricing, especially in our Professional and Executive lines, and improved
pricing across substantially all other lines.

Specialty underwriting profit for the three months ended June 30, 2022 was $30.3
million, compared to $18.7 million for the three months ended June 30, 2021, an
increase of $11.6 million. Catastrophe losses for the three months ended June
30, 2022 were $6.6 million, compared to $4.4 million for the three months ended
June 30, 2021, an increase of $2.2 million. Net favorable development on prior
year's loss reserves for the three months ended June 30, 2022 was $1.2 million,
compared to $3.3 million for the three months ended June 30, 2021, a decrease of
$2.1 million.

Specialty current accident year underwriting profit, excluding catastrophes, was
$35.7 million for the three months ended June 30, 2022, compared to $19.8
million for the three months ended June 30, 2021. This $15.9 million increase
was primarily driven by lower current accident year losses, primarily in our
specialty industrial and surety lines.

We continue to manage underwriting performance through rate actions, pricing
segmentation, specific underwriting actions and targeted new business growth.
Our ability to achieve overall rate increases is affected by many factors,
including regulatory activity and the competitive pricing environment. Due to
uncertainty caused by the Pandemic and the increase in inflation, there is a
level of uncertainty in our ability to grow our business and maintain or improve
our underwriting profitability in this environment. The extent and duration of
these uncertainties are unknown and may result in an increase in claims costs
and reduced premium levels.

Personal Lines

Personal Lines net premiums written were $576.3 million for the three months
ended June 30, 2022, compared to $520.4 million for the three months ended June
30, 2021. This $55.9 million increase was primarily driven by increased
retention and new business.

Net premiums written in the personal automobile line of business for the three
months ended June 30, 2022 were $340.2 million, compared to $318.6 million for
the three months ended June 30, 2021, an increase of $21.6 million. Personal
automobile policies in force increased by 8.0%. Net premiums written in the
homeowners and other lines of business for the three months ended June 30, 2022
were $236.1 million, compared to $201.8 million for the three months ended June
30, 2021, an increase of $34.3 million. Homeowners policies in force increased
by 7.6%.

Personal Lines underwriting loss for the three months ended June 30, 2022 was
$19.9 million, compared to an underwriting profit of $9.5 million for the three
months ended June 30, 2021, a decrease of $29.4 million. Catastrophe losses for
the three months ended June 30, 2022 were $53.0 million, compared to $58.6
million for the three months ended June 30, 2021, a decrease of $5.6 million.
Net favorable development on prior year's loss reserves for the three months
ended June 30, 2022 was $5.2 million, compared to $5.0 million for the three
months ended June 30, 2021.

Personal Lines current accident year underwriting profit, excluding
catastrophes, was $27.9 million for the three months ended June 30, 2022,
compared to $63.1 million for the three months ended June 30, 2021. This $35.2
million decrease was primarily due to higher current accident year personal
automobile and homeowners losses, partially offset by lower performance-based
agency compensation expenses. We experienced an increase in personal automobile
physical damage and property loss frequency from the unusually low levels of
2021, as well as an increase in loss severity, driven by inflationary pressures
associated with supply chain issues, higher used vehicle prices, and higher cost
of parts. In addition, we experienced an increase in homeowners property
severity due to higher than usual large loss activity and non-catastrophe
weather, as well as higher inflation.

We have been able to obtain rate increases in our Personal Lines markets and
believe that our ability to obtain increases will continue over the long-term.
Our ability to maintain Personal Lines net premiums written may be affected,
however, by price competition, and regulatory and legal activity and
developments. See "Contingencies and Regulatory Matters." Additionally, these
factors, along with weather-related loss volatility, may also affect our ability
to maintain and improve underwriting results. We monitor these trends and

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consider them in our rate actions. Due to uncertainty caused by the Pandemic and
the increase in inflation, there is a level of uncertainty in our ability to
retain or grow our business, and may result in an increase in claims costs.

Other

Our Other segment had operating income of $0.1 million for the three months
ended June 30, 2022, compared to $0.7 million for the three months ended June
30, 2021
, a decrease of $0.6 million.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021


Operating income before interest expense and income taxes was $269.4 million for
the six months ended June 30, 2022, compared to $222.4 million for the six
months ended June 30, 2021, an increase of $47.0 million. This increase was
primarily due to lower catastrophe losses and earned premium growth, partially
offset by higher current accident year losses. The higher current accident year
losses were primarily due to higher severity in our personal automobile line, as
a result of inflation and supply chain disruptions.

Net premiums written increased by $241.8 million for the six months ended June
30, 2022, compared to the six months ended June 30, 2021. This was primarily due
to increased new business and retention.

Production and Underwriting Results


The following tables summarize premiums written on a gross and net basis, net
premiums earned, and loss (including catastrophe losses) and LAE, expense, and
combined ratios for the Core Commercial, Specialty, and Personal Lines segments.
Loss and LAE, catastrophe loss, and combined ratios shown below include prior
year reserve development. These items are not meaningful for our Other segment.


                                                               Six Months Ended June 30, 2022
                             Gross           Net            Net
                            Premiums       Premiums       Premiums       Catastrophe      Loss & LAE       Expense       Combined
(dollars in millions)       Written        Written         Earned        Loss Ratios        Ratios         Ratios         Ratios
Core Commercial            $  1,117.5     $    980.8     $    954.8               3.9            60.2          32.7           92.9
Specialty                       733.7          605.1          577.3               2.5            53.2          35.4           88.6
Personal Lines                1,092.8        1,059.2        1,025.5               6.9            73.3          26.9          100.2
Total                      $  2,944.0     $  2,645.1     $  2,557.6               4.8            63.8          31.0           94.8

                                                               Six Months Ended June 30, 2021
                             Gross           Net            Net
                            Premiums       Premiums       Premiums       Catastrophe      Loss & LAE       Expense       Combined
(dollars in millions)       Written        Written         Earned        Loss Ratios        Ratios         Ratios         Ratios
Core Commercial            $  1,013.5     $    902.3     $    882.8              12.3            69.1          32.6          101.7
Specialty                       676.2          541.9          513.5               5.6            60.2          35.4           95.6
Personal Lines                  990.7          959.1          945.3               7.7            64.2          28.1           92.3
Total                      $  2,680.4     $  2,403.3     $  2,341.6               9.0            65.2          31.4           96.6




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The following table summarizes U.S. GAAP underwriting results for the Core
Commercial, Specialty, Personal Lines and Other segments and reconciles them to
operating income before interest expense and income taxes.

                                                                                 Six Months Ended June 30,
                                                     2022                                                                         2021
                                                          Personal                                                                     Personal
(in millions)        Core Commercial        Specialty      Lines        Other       Total        Core Commercial       Specialty        Lines        Other       Total
Underwriting
  profit, excluding
  prior year
  reserve
  development
  and catastrophes  $            94.8     $     64.0     $     72.0     $    -     $  230.8     $            84.7     $      45.6     $    131.3     $    -     $  261.6
Prior year
  favorable
  (unfavorable)
  loss and
  LAE reserve
  development on
  non-catastrophe
  losses                          9.2           14.4           (8.4 )        -         15.2                   7.3             3.9           10.2       (0.6 )       20.8
Prior year
  favorable
  (unfavorable)
  catastrophe
  development                    10.9            3.1           (2.0 )        -         12.0                   8.8             3.2            3.0          -         15.0
Current year
  catastrophe
  losses                        (48.4 )        (17.3 )        (69.2 )        -       (134.9 )              (117.0 )         (32.0 )        (76.1 )        -       (225.1 )
Underwriting profit
  (loss)                         66.5           64.2           (7.6 )        -        123.1                 (16.2 )          20.7           68.4       (0.6 )       72.3
Net investment
  income                         68.0           31.0           43.2        5.2        147.4                  71.9            30.9           43.9        5.7        152.4
Fees and other
  income                          1.9            2.8            6.2        1.5         12.4                   1.6             3.3            4.5        2.4         11.8
Other operating
  expenses                       (2.0 )         (2.8 )         (2.7 )     (6.0 )      (13.5 )                (2.2 )          (3.4 )         (2.8 )     (5.7 )      (14.1 )
Operating income
  before interest
  expense and
  income taxes      $           134.4     $     95.2     $     39.1     $  0.7     $  269.4     $            55.1     $      51.5     $    114.0     $  1.8     $  222.4


Core Commercial

Core Commercial net premiums written were $980.8 million for the six months
ended June 30, 2022, compared to $902.3 million for the six months ended June
30, 2021
. This $78.5 million increase was primarily driven by pricing and
exposure increases and continued strong retention.


Core Commercial underwriting profit for the six months ended June 30, 2022 was
$66.5 million, compared to a $16.2 million loss for the six months ended June
30, 2021, a favorable change of $82.7 million. Catastrophe losses for the six
months ended June 30, 2022 were $37.5 million, compared to $108.2 million for
the six months ended June 30, 2021. The higher catastrophe losses in 2021 were
primarily due to freeze events in Texas and surrounding states. Net favorable
development on prior years' loss reserves for the six months ended June 30, 2022
was $9.2 million, compared to $7.3 million for the six months ended June 30,
2021, an increase of $1.9 million.

Core Commercial current accident year underwriting profit, excluding
catastrophes, was $94.8 million for the six months ended June 30, 2022, compared
to $84.7 million for the six months ended June 30, 2021. This $10.1 million
increase was primarily due to earned premium growth.

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Specialty

Specialty net premiums written were $605.1 million for the six months ended June
30, 2022, compared to $541.9 million for the six months ended June 30, 2021.
This $63.2 million increase was primarily driven by improved retention and
pricing, especially in our Professional and Executive lines, and improved
pricing across substantially all other lines.

Specialty underwriting profit for the six months ended June 30, 2022 was $64.2
million, compared to $20.7 million for the six months ended June 30, 2021, an
increase of $43.5 million. Catastrophe losses for the six months ended June 30,
2022 were $14.2 million, compared to $28.8 million for the six months ended June
30, 2021. The higher catastrophe losses in 2021 were primarily due to freeze
events in Texas and surrounding states. Net favorable development on prior
years' loss reserves for the six months ended June 30, 2022 was $14.4 million,
compared to $3.9 million for the six months ended June 30, 2021, an increase of
$10.5 million.

Specialty current accident year underwriting profit, excluding catastrophes, was
$64.0 million for the six months ended June 30, 2022, compared to $45.6 million
for the six months ended June 30, 2021. This $18.4 million increase was
primarily due to lower current accident year losses across all product lines and
earned premium growth.

Personal Lines

Personal Lines net premiums written were $1,059.2 million for the six months
ended June 30, 2022, compared to $959.1 million for the six months ended June
30, 2021. This $100.1 million increase was primarily driven by increased new
business and retention.

Personal Lines underwriting loss for the six months ended June 30, 2022 was $7.6
million, compared to $68.4 million profit for the six months ended June 30,
2021, a decrease of $76.0 million. Catastrophe losses for the six months ended
June 30, 2022 were $71.2 million, compared to $73.1 million for the six months
ended June 30, 2021. Unfavorable development on prior years' loss reserves for
the six months ended June 30, 2022 was $8.4 million, compared to $10.2 million
favorable development for the six months ended June 30, 2021, a decrease of
$18.6 million.

Personal Lines current accident year underwriting profit, excluding
catastrophes, was $72.0 million for the six months ended June 30, 2022, compared
to $131.3 million for the six months ended June 30, 2021. This $59.3 million
decrease was primarily due to higher current accident year loss severity in our
personal automobile and homeowners lines, partially offset by lower
performance-based agency compensation expenses and earned premium growth. We
experienced an increase in personal automobile physical damage and property loss
severity driven by inflationary pressures associated with supply chain issues,
higher used vehicle prices, and higher cost of parts. In addition, we
experienced an increase in homeowners property severity due to higher than usual
non-catastrophe weather, as well as higher inflation.

Other


Our Other segment had operating income of $0.7 million for the six months ended
June 30, 2022, compared to $1.8 million for the six months ended June 30, 2021,
a decrease of $1.1 million.

Reserve for Losses and Loss Adjustment Expenses

The table below provides a reconciliation of the gross beginning and ending
reserve for unpaid losses and loss adjustment expenses.

                                                               Six Months Ended
                                                                   June 30,
(in millions)                                               2022             2021

Gross reserve for losses and LAE, beginning of period $ 6,447.6 $

6,024.0

Reinsurance recoverable on unpaid losses                     1,693.8        

1,641.6

Net reserve for losses and LAE, beginning of period 4,753.8

4,382.4

Net incurred losses and LAE in respect of losses
occurring in:
Current year                                                 1,660.2        

1,562.2

Prior year non-catastrophe loss development                    (15.2 )           (20.8 )
Prior year catastrophe loss development                        (12.0 )           (15.0 )
Total incurred losses and LAE                                1,633.0        

1,526.4

Net payments of losses and LAE in respect of losses
occurring in:
Current year                                                   571.0             531.5
Prior years                                                    913.7             739.9
Total payments                                               1,484.7           1,271.4
Net reserve for losses and LAE, end of period                4,902.1        

4,637.4

Reinsurance recoverable on unpaid losses                     1,704.8        

1,706.0

Gross reserve for losses and LAE, end of period $ 6,606.9 $

   6,343.4




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

                                   June 30,       December 31,
(in millions)                        2022             2021
Commercial multiple peril          $ 1,378.6     $      1,338.4
Workers' compensation                  466.2              473.1
Commercial automobile                  726.3              698.5
Other core commercial                  534.6              481.0
Total Core Commercial                3,105.7            2,991.0
Specialty Property & Casualty          799.9              798.6
Professional and Executive Lines       520.2              494.9
Marine                                 121.3              122.5
Surety and Other                       108.1              106.0
Total Specialty                      1,549.5            1,522.0
Personal automobile                  1,564.8            1,590.7
Homeowners and Other                   322.8              277.7
Total Personal Lines                 1,887.6            1,868.4
Total Other                             64.1               66.2
Total loss and LAE reserves        $ 6,606.9     $      6,447.6


Loss and LAE reserves in our "Other core commercial" lines include general
liability, commercial umbrella, and monoline property. "Specialty Property &
Casualty" includes program business, specialty industrial and commercial
property, and excess and surplus lines. "Professional and Executive Lines"
includes professional and management liability, fidelity and crime, and other
property and liability lines for healthcare firms. Loss and LAE reserves in our
"Total Other" segment relate to our run-off voluntary assumed property and
casualty reinsurance pools business and our run-off direct asbestos and
environmental business.

The following table summarizes prior year (favorable) unfavorable development
for the periods indicated:

                                                            Six Months Ended June 30,
                                               2022                                           2021
(in millions)                Loss & LAE       Catastrophe       Total       Loss & LAE       Catastrophe       Total
Core Commercial             $       (9.2 )   $       (10.9 )   $ (20.1 )   $       (7.3 )   $        (8.8 )   $ (16.1 )
Specialty                          (14.4 )            (3.1 )     (17.5 )           (3.9 )            (3.2 )      (7.1 )
Personal Lines                       8.4               2.0        10.4            (10.2 )            (3.0 )     (13.2 )
Other                                  -                 -           -              0.6                 -         0.6
Total prior year
favorable development       $      (15.2 )   $       (12.0 )   $ (27.2 )   $      (20.8 )   $       (15.0 )   $ (35.8 )



It is not possible to know whether the factors that affected loss reserves in
the first six months of 2022 will also occur in future periods. We encourage you
to read our 2021 Annual Report on Form 10-K for more information about our
reserving process and the judgments, uncertainties and risks associated
therewith.

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Catastrophe Loss Development


For the six months ended June 30, 2022 and 2021, favorable catastrophe
development was $12.0 million and $15.0 million, respectively. The favorable
catastrophe development during the six months ended June 30, 2022 was primarily
due to lower than expected losses related to 2021 events, including hurricane
Ida, of $10.0 million and, to a lesser extent, other severe wind and hail
storms. The favorable catastrophe development during the six months ended June
30, 2021 was primarily due to lower than expected losses related to certain 2018
through 2020 hurricanes, tornadoes, and other storms.

2022 Loss and LAE Development, excluding catastrophes


For the six months ended June 30, 2022, net favorable loss and LAE development,
excluding catastrophes, was $15.2 million. Core Commercial favorable loss and
LAE development of $9.2 million was primarily due to lower than expected losses
of $14.2 million in the workers' compensation line, primarily in accident years
2013 through 2017 and 2020, partially offset by higher than expected losses in
our commercial automobile line. Specialty favorable loss and LAE development of
$14.4 million was primarily due to lower than expected losses in our surety and
Professional and Executive lines. In addition, lower than expected losses in our
marine line were offset by higher than expected losses in our Specialty P&C
lines. Personal Lines unfavorable loss and LAE development of $8.4 million was
due to higher than expected loses in the homeowners line of $11.7 million,
partially offset by lower than expected losses in the personal automobile line.
The increase in homeowners losses was primarily due to higher severity and
longer cycle times in repair activity, primarily related to claims incurred in
the fourth quarter of 2021.

2021 Loss and LAE Development, excluding catastrophes


For the six months ended June 30, 2021, net favorable loss and LAE development,
excluding catastrophes, was $20.8 million. Core Commercial favorable loss and
LAE development of $7.3 million was primarily due to lower than expected losses
of $10.5 million in the workers' compensation line, primarily in accident years
2014 through 2019, partially offset by higher than expected losses in the
commercial automobile line. Specialty favorable loss and LAE development of $3.9
million was primarily due to lower than expected losses in the marine line.
Personal Lines favorable loss and LAE development of $10.2 million was primarily
due to lower than expected losses of $9.1 million in the personal automobile
line, driven by lower bodily injury and personal injury protection losses
primarily in accident year 2020.

Reinsurance Recoverables


Reinsurance recoverables were $1,934.7 million and $1,907.3 million at June 30,
2022 and December 31, 2021, respectively, of which $124.4 million and $100.4
million, respectively, represent billed recoverables. A reinsurance recoverable
is billed after an eligible reinsured claim is paid by an insurer. Billed
reinsurance recoverables related to the Michigan Catastrophic Claims Association
(the "MCCA") were $50.3 million and $49.8 million at June 30, 2022 and December
31, 2021, respectively, and billed non-MCCA reinsurance recoverables totaled
$74.1 million and $50.6 million at June 30, 2022 and December 31, 2021,
respectively. At June 30, 2022, $0.5 million of the billed non-MCCA recoverables
were outstanding greater than 90 days, whereas at December 31, 2021, there were
no balances outstanding greater than 90 days.

Reinsurance - Catastrophe Bonds


Effective July 1, 2022, we have catastrophe protection through a per occurrence
excess of loss reinsurance agreement with Commonwealth Re Ltd. ("Commonwealth
Re"), an independent company, licensed as a Special Purpose Insurer in Bermuda.
The reinsurance agreement meets the requirements to be accounted for as
reinsurance in accordance with the guidance for reinsurance contracts. In
connection with the reinsurance agreement, Commonwealth Re issued notes
(generally referred to as "catastrophe bonds") to investors in amounts totaling
$150.0 million, consistent with the amount of coverage provided under the
reinsurance agreement as described below. The proceeds were deposited in a
reinsurance trust account.

The reinsurance agreement provides us with coverage of up to $150.0 million
through June 30, 2025, for catastrophe losses from named tropical storms or
hurricanes, including all events or perils directly resulting from such storm or
storm system, which may include, by way of example and not limitation,
hurricane, wind, gusts, typhoon, hail, rain, tornadoes, cyclones, ensuing flood,
storm surge, water damage, fire following, sprinkler leakage, riots, vandalism,
and collapse. For events up to and including June 30, 2025, we are entitled to
begin recovering amounts under this reinsurance agreement if the covered losses
in the covered area for a single occurrence reach an initial attachment amount
of $1.3 billion. The full $150.0 million coverage amount is available until such
covered losses reach a maximum $1.45 billion. The attachment level and the
maximum level (or exhaustion level) under this agreement may be reset annually
to adjust the expected loss of the layer within a predetermined range. The
coverage under the reinsurance agreement is limited to specified personal and
commercial property coverage written in the following geographies in the United
States: Connecticut, Delaware, District of Columbia, Maine, Maryland,
Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island,
Vermont and Virginia.

Under the terms of the reinsurance agreement, we are obligated to pay annual
reinsurance premiums to Commonwealth Re for the reinsurance coverage. Amounts
payable under the reinsurance agreement with respect to any covered event cannot
exceed our actual losses from such event. The principal amount of the
catastrophe bonds will be reduced by any amounts paid to us under the
reinsurance agreement.

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As with any reinsurance agreement, there is credit risk associated with
collecting amounts due from reinsurers. With regard to Commonwealth Re, since
the reinsurance coverage is fully collateralized by the proceeds from the
catastrophe bond offering, the credit risk is largely mitigated. Commonwealth Re
has funded a reinsurance trust account with money market funds that invest
primarily in cash or direct U.S. federal government obligations and obligations
backed by the U.S. federal government with maturities of no more than 397
calendar days. The money market funds must have a principal stability rating of
at least AAAm by Standard & Poor's or Aaa by Moody's on the issuance date of the
bonds and thereafter must be rated by Standard & Poor's and Moody's, as
applicable.

At the time the agreement was entered into with Commonwealth Re, we evaluated
the applicability of the accounting guidance that addresses variable interest
entities ("VIE"). Under this guidance, an entity that is formed for business
purposes is considered a VIE if (a) the equity investors lack the direct or
indirect ability through voting rights or similar rights to make decisions about
an entity's activities that have a significant effect on the entity's operations
or (b) the equity investors do not provide sufficient financial resources for
the entity to support its activities. Additionally, a company that absorbs a
majority of the expected losses from a VIE's activities or is entitled to
receive a majority of the entity's expected residual returns, or both, is
considered to be the primary beneficiary of the VIE and is required to
consolidate the VIE in the company's financial statements. We concluded that
Commonwealth Re was a VIE because the conditions described in items (a) and (b)
above were present. However, while Commonwealth Re was determined to be a VIE,
we concluded that we do not have a variable interest in the entity, as the
variability in its results, caused by the reinsurance agreement, is expected to
be absorbed entirely by the investors in the catastrophe bonds issued by
Commonwealth Re and residual amounts earned by it, if any, are expected to be
absorbed by the equity investors (we have neither an equity nor a residual
interest in Commonwealth Re). Accordingly, we are not the primary beneficiary of
Commonwealth Re and do not consolidate that entity in our consolidated financial
statements. Additionally, because we have no intention to pursue any transaction
that would result in our acquisition of an interest in and becoming the primary
beneficiary of Commonwealth Re, the consolidation of that entity in our
consolidated financial statements in future periods is unlikely.

Investments

Investment Results

Net investment income before income taxes was as follows:


                                              Three Months Ended June 30,                Six Months Ended June 30,
(dollars in millions)                        2022                     2021               2022                  2021
Fixed maturities                         $        57.6             $      53.9       $      113.4          $      108.4
Limited partnerships                               7.8                    15.5               23.0                  30.6
Mortgage loans                                     4.0                     4.2                8.4                   9.6
Equity securities                                  3.1                     3.8                6.7                   7.6
Other investments                                  0.8                     0.9                1.6                   1.6
Investment expenses                               (2.8 )                  (2.7 )             (5.7 )                (5.4 )
Net investment income                    $        70.5             $      75.6       $      147.4          $      152.4
Earned yield, fixed maturities                    2.97 %                  3.02 %             2.96 %                3.07 %
Earned yield, total portfolio                     3.19 %                  3.65 %             3.35 %                3.70 %



The decrease in net investment income for the three and six months ended June
30, 2022 was primarily due to lower partnership income and, to a lesser extent,
lower yields on fixed maturities, partially offset by the continued investment
of operational cash flows. Income from partnerships can vary significantly from
period to period based on the performance in the underlying portfolios. Lower
income from our limited partnerships reflects a more normalized return
environment as compared to 2021, where performance was driven by substantial
valuation increases across all private capital strategies, and which results are
not indicative of the long-term targeted returns for this asset class.

Investment Portfolio


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

                                                  June 30, 2022                       December 31, 2021
                                          Carrying         % of Total           Carrying         % of Total
(dollars in millions)                       Value        Carrying Value          Value         Carrying Value
Fixed maturities, at fair value           $ 7,244.7                 84.1   %   $  7,723.9                 82.3   %
Equity securities, at fair value              429.8                  5.0            661.3                  7.0
Mortgage and other loans                      435.0                  5.0            434.0                  4.6
Other investments                             358.6                  4.2            333.4                  3.6
Cash and cash equivalents                     145.9                  1.7            230.9                  2.5
Total cash and investments                $ 8,614.0                100.0   %   $  9,383.5                100.0   %




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Cash and Investments

Total cash and investments decreased $769.5 million, or 8.2%, for the six months
ended June 30, 2022 as compared to December 31, 2021, primarily due to net
market value depreciation, partially offset by the continued investment of
operational cashflows.


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

                                                                        June 30, 2022
                                           Amortized Cost,
                                           Net of Allowance                           Net           Change in Net
(in millions)                                 for Credit                          Unrealized         Unrealized
Investment Type                                 Losses           Fair Value          Loss           For the Year

U.S. Treasury and government agencies $ 414.2 $ 375.8 $ (38.4 ) $ (40.3 )
Foreign government

                                      2.2              2.2                 -                (0.4 )
Municipals:
Taxable                                             1,187.3          1,079.9            (107.4 )            (131.2 )
Tax-exempt                                             21.5             20.9              (0.6 )              (1.4 )
Corporate                                           3,974.9          3,698.3            (276.6 )            (435.5 )
Asset-backed:
Residential mortgage-backed                         1,074.0            985.4             (88.6 )             (90.0 )
Commercial mortgage-backed                            881.6            823.2             (58.4 )             (80.4 )
Asset-backed                                          276.0            259.0             (17.0 )             (16.9 )
Total fixed maturities                     $        7,831.7     $    

7,244.7 $ (587.0 ) $ (796.1 )

The change in net unrealized loss on fixed maturities was primarily due to
higher prevailing interest rates and, to a lesser extent, wider credit spreads.

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


                                                    June 30, 2022                                            December 31, 2021
(dollars in          Rating
millions)            Agency       Amortized Cost, Net of                                     Amortized Cost, Net of
NAIC               Equivalent      Allowance for Credit      Fair         % 

of Total Allowance for Credit Fair % of Total
Designation Designation

             Losses             Value        Fair Value                 Losses             Value        Fair Value
1                   Aaa/Aa/A     $     5,221.9             $ 4,854.5             67.0   %   $     4,867.5             $ 4,987.6             64.6   %
2                     Baa              2,220.5               2,043.5             28.2             2,302.2               2,380.4             30.8
3                      Ba                229.9                 203.5              2.8               216.9                 225.2              2.9
4                      B                 143.3                 127.9              1.8               123.2                 125.3              1.6
5                   Caa and
                     lower                16.1                  15.3              0.2                 5.0                   5.4              0.1
Total fixed maturities           $     7,831.7             $ 7,244.7            100.0   %   $     7,514.8             $ 7,723.9            100.0   %



Based on ratings by the National Association of Insurance Commissioners
("NAIC"), approximately 95% of the fixed maturity portfolio consisted of
investment grade securities at both June 30, 2022 and December 31, 2021. The
quality of our fixed maturity portfolio remains strong based on ratings, capital
structure position, support through guarantees, underlying security, issuer
diversification and yield curve position.

Our investment portfolio primarily consists of fixed maturity securities whose
fair value is susceptible to market risk, including interest rate changes. See
also "Quantitative and Qualitative Disclosures about Market Risk" included in
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in our 2021 Annual Report on Form 10-K. Duration is a
measurement used to quantify our inherent interest rate risk and analyze
invested assets relative to our reserve liabilities.

The duration of our fixed maturity portfolio was as follows:


                                                June 30, 2022                                               December 31, 2021
                            Amortized Cost, Net of                                        Amortized Cost, Net of
(dollars in millions)        Allowance for Credit                      % of Total          Allowance for Credit                      % of Total
Duration                            Losses            Fair Value       Fair Value                 Losses            Fair Value       Fair Value
0-2 years                  $     1,085.7             $    1,077.6             14.9   %   $     1,080.2             $    1,108.3             14.3   %
2-4 years                        1,804.6                  1,757.1             24.2             1,581.1                  1,660.9             21.5
4-6 years                        2,221.8                  2,082.7             28.7             2,263.8                  2,349.0             30.4
6-8 years                        2,121.8                  1,824.2             25.2             1,603.8                  1,622.4             21.0
8-10 years                         462.5                    389.3              5.4               854.9                    846.5             11.0
10+ years                          135.3                    113.8              1.6               131.0                    136.8              1.8
Total fixed maturities     $     7,831.7             $    7,244.7            100.0   %   $     7,514.8             $    7,723.9            100.0   %
Weighted average duration                                     4.7                                                           4.9




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Our fixed maturity and equity securities are carried at fair value. Financial
instruments whose value was determined using significant management judgment or
estimation constituted less than 1% of the total assets we measured at fair
value. See also Note 4 - "Fair Value" in the Notes to Interim Consolidated
Financial Statements.

Equity securities primarily consist of U.S. income-oriented large capitalization
common stocks and developed market equity index exchange-traded funds.


Mortgage and other loans consist primarily of commercial mortgage loan
participations, which represent our interest in commercial mortgage loans
originated by a third party. We share, on a pro-rata basis, in all related cash
flows of the underlying mortgage loans, which are primarily investment-grade
quality and diversified by geographic area and property type.

Other investments consist primarily of our interest in corporate middle market
and real estate limited partnerships. Corporate middle market limited
partnerships may invest in senior or subordinated debt, preferred or common
equity or a combination thereof, of privately-held middle market businesses.
Real estate limited partnerships hold equity ownership positions in real
properties and invest in debt secured by real properties. Our limited
partnerships are generally accounted for under the equity method, or as a
practical expedient using the fund's net asset value, with financial information
provided by the partnership on a two or three month lag.

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

Impairments


For the three months ended June 30, 2022, we recognized a net recovery of $0.3
million, consisting of $1.8 million of recoveries on mortgage loans, partially
offset by $1.5 million of impairment losses on fixed maturities. For the six
months ended June 30, 2022, we recognized net impairments of $0.6 million,
consisting of impairment losses on fixed maturities of $2.4 million, which were
primarily credit related, partially offset by $1.8 million of recoveries on
mortgage loans. For the three months and six months ended June 30, 2021, we
recognized impairments of $0.2 million on corporate fixed maturities.

At June 30, 2022 and December 31, 2021, the allowance for credit losses on
mortgage loans was $5.2 million and $7.1 million, respectively, and the
allowance for credit losses on available-for-sale debt securities was $2.2
million
and $0.3 million, respectively.


At June 30, 2022 and December 31, 2021 we held no fixed maturities on
non-accrual status. The effects of non-accruals for the six months ended June
30, 2022 and 2021, compared with amounts that would have been recognized in
accordance with the original terms of the fixed maturities, were also not
material. Any defaults in the fixed maturities portfolio in future periods may
negatively affect investment income.

Unrealized Losses


Gross unrealized losses on fixed maturities at June 30, 2022 were $596.7
million, an increase of $548.7 million compared to December 31, 2021, primarily
attributable to higher interest rates and, to a lesser extent, wider credit
spreads. At June 30, 2022, gross unrealized losses consisted primarily of $281.7
million on corporate fixed maturities, $111.6 million on municipals, $88.9
million on residential mortgage-backed securities and $58.4 million on
commercial mortgage-backed securities. See Note 3 - "Investments" in the Notes
to Interim Consolidated Financial Statements.

We view gross unrealized losses on fixed maturities as non-credit related since
it is our assessment that these securities will recover, allowing us to realize
their anticipated long-term economic value. Further, we do not intend to sell,
nor is it more likely than not we will be required to sell, such debt securities
before this expected recovery of amortized cost (See also "Liquidity and Capital
Resources"). Inherent in our assessment are the risks that 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 from our original
assessment may lead us to determine that a sale at the current value would
maximize recovery on such investments. To the extent that there are such adverse
changes, an impairment would be recognized as a realized loss. Although
unrealized losses on fixed maturities are not reflected in the results of
financial operations until they are realized, 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 at June 30, 2022 and December 31, 2021. 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.

                                               June 30,       December 31,
(in millions)                                    2022             2021
Due in one year or less                       $      0.3     $            -
Due after one year through five years               52.1                0.7
Due after five years through ten years             311.7               19.4
Due after ten years                                 68.2               10.9
                                                   432.3               31.0
Mortgage-backed and asset-backed securities        164.4               17.0
Total fixed maturities                        $    596.7     $         48.0




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Our investment portfolio and shareholders' equity can be significantly impacted
by changes in market values of our securities. Market volatility could increase
and defaults on fixed income securities could occur. As a result, we could incur
additional realized and unrealized losses in future periods, which could have a
material adverse impact on our results of operations and/or financial position.

Economic factors in the U.S. remain positive, driven by strength in the overall
labor market and consumer spending. However, a number of risks have increased
uncertainty in the near term. A spike in interest rates has led to a tightening
of financial conditions for businesses and consumers, which may impact consumer
spending and corporate profitability. Lingering effects of the Pandemic, such as
supply chain interruptions and labor market imbalances, have yet to be fully
resolved. In addition, implications of the invasion of Ukraine by Russia and the
impact of sanctions, higher energy and commodity prices, as well as broad global
trade disruptions impose additional inflationary and geopolitical risks.
Consequently, economic indicators have started to show some deterioration of
strength, indicating an increased risk of recession.

With inflation having exceeded their 2 percent target for some time, combined
with improvement in the labor market, the Federal Reserve (the "Fed") further
raised the federal funds rate by 1.25% in the second quarter to a target range
of 1.50% to 1.75% and anticipates that ongoing increases in the target range
will be appropriate. Additionally, the Fed began to reduce its holdings of
Treasury and agency securities effective June 1, 2022. The Fed's asset purchase
program represents a significant source of demand for certain sectors of the
fixed income market and even a well-telegraphed, accelerated winding down of the
program may result in market disruptions.

We may experience defaults on fixed income securities, particularly with respect
to non-investment grade debt securities. Although we perform rigorous credit
analysis of our fixed income investments, it is difficult to foresee which
issuers, industries or markets will be most affected. As a result, the value of
our fixed maturity portfolio could change rapidly in ways we cannot currently
anticipate, and we could incur additional realized and unrealized losses in
future periods.

Other Items

Net income also included the following items:


                                                                   Three Months Ended June 30,
                                                                         Personal                    Discontinued
(in millions)                      Core Commercial       Specialty        Lines         Other         Operations         Total
2022
Net realized and unrealized
investment gains (losses)         $           (37.0 )   $     (16.8 )   $    (24.4 )   $   0.3     $              -     $ (77.9 )
Discontinued life businesses                      -               -              -           -                 (0.2 )      (0.2 )

2021
Net realized and unrealized
investment gains (losses)         $            17.4     $       7.9     $     10.8     $  (5.0 )   $              -     $  31.1
Discontinued life businesses                      -               -              -           -                 (1.1 )      (1.1 )




                                                                   Six Months Ended June 30,
                                                                        Personal                    Discontinued
(in millions)                     Core Commercial       Specialty        Lines         Other         Operations         Total
2022
Net realized and unrealized
investment gains (losses)        $           (44.6 )   $     (20.3 )   $    (29.3 )   $   0.4     $              -     $ (93.8 )
Discontinued life businesses                     -               -              -           -                 (0.7 )      (0.7 )

2021
Net realized and unrealized
investment gains (losses)        $            35.9     $      15.5     $     22.0     $  (4.8 )   $              -     $  68.6
Discontinued life businesses                     -               -              -           -                 (1.2 )      (1.2 )


We manage investment assets for our Core Commercial, Specialty, Personal Lines
and Other segments based on the requirements of our combined property and
casualty insurance companies. We allocate the investment income, expenses and
realized gains and losses to our Core Commercial, Specialty, Personal Lines and
Other segments based on actuarial information related to the underlying
businesses.

Net realized and unrealized investment losses were $77.9 million for the three
months ended June 30, 2022, compared to net realized and unrealized gains of
$31.1 million for the three months ended June 30, 2021. For both the three
months ended June 30, 2022 and 2021, net realized and unrealized investment
gains (losses) were primarily due to changes in the fair value of equity
securities. Additionally, for the three months ended June 30, 2022, we
recognized net realized losses of $19.2 million from sales of investments,
primarily fixed maturities.

Net realized and unrealized investment losses were $93.8 million for the six
months ended June 30, 2022, compared to net realized and unrealized gains of
$68.6 million for the six months ended June 30, 2021. For the six months ended
June 30, 2022 and 2021, net realized and unrealized investment gains (losses)
were primarily due to changes in the fair value of equity securities.
Additionally, for the six months ended June 30, 2022, we recognized net realized
losses of $16.2 million from sales of investments, primarily fixed maturities.

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Discontinued operations include our former accident and health and life
businesses. Losses of $0.2 million and $1.1 million for the three months ended
June 30, 2022 and 2021, respectively, and $0.7 million and $1.2 million for the
six months ended June 30, 2022 and 2021, respectively, primarily reflect adverse
loss trends related to the long-term care pool.

Income Taxes

We file a consolidated U.S. federal income tax return that includes our holding
company and its domestic subsidiaries (including non-insurance operations).

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021


The provision for income taxes from continuing operations was an expense of $5.4
million and $30.3 million for the three months ended June 30, 2022 and 2021,
respectively. These provisions resulted in consolidated effective federal tax
rates of 19.1% and 18.9% for the three months ended June 30, 2022 and 2021,
respectively. These provisions include excess tax benefits related to
stock-based compensation of $0.2 million and $0.8 million for the three months
ended June 30, 2022 and 2021, respectively. In addition, these provisions
reflect benefits related to tax planning strategies implemented in prior years
of $0.8 million and $1.0 million for the three months ended June 30, 2022 and
2021, respectively. Finally, the provision for 2021 includes net benefits
related to prior years' federal tax credit of $1.7 million. Absent these items,
the provision for income taxes would have been an expense of $6.4 million, or
22.7%, and $33.8 million, or 21.1% for the three months ended June 30, 2022 and
2021, respectively.

The income tax provision on operating income was an expense of $22.6 million and
$24.8 million for the three months ended June 30, 2022 and 2021, respectively.
These provisions resulted in effective tax rates for operating income of 21.2%
and 19.3% for the three months ended June 30, 2022 and 2021, respectively. These
provisions include excess tax benefits related to stock-based compensation of
$0.2 million and $0.8 million for the three months ended June 30, 2022 and 2021,
respectively. In addition, the provision for 2021 includes a net benefit related
to prior years' federal tax credit of $1.7 million. Absent these items, the
provisions for income taxes would have been an expense of $22.8 million, or
21.4%, and $27.3 million, or 21.2%, for the three months ended June 30, 2022 and
2021, respectively.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021


The provision for income taxes from continuing operations was an expense of
$30.1 million and $51.6 million for the six months ended June 30, 2022 and 2021,
respectively. These provisions resulted in consolidated effective federal tax
rates of 19.0% and 18.8% for the six months ended June 30, 2022 and 2021,
respectively. These provisions include excess tax benefits related to
stock-based compensation of $3.0 million and $1.8 million for the six months
ended June 30, 2022 and 2021, respectively. In addition, these provisions
reflect benefits related to tax planning strategies implemented in prior years
of $0.8 million and $2.9 million for the six months ended June 30, 2022 and
2021, respectively. Finally, the provision for 2021 includes a net benefit
related to prior years' federal tax credit of $1.7 million. Absent these items,
the provision for income taxes would have been an expense of $33.9 million, or
21.4%, and $58.0 million, or 21.2%, for the six months ended June 30, 2022 and
2021, respectively.

The income tax provision on operating income was an expense of $50.8 million and
$40.0 million for the six months ended June 30, 2022 and 2021, respectively.
These provisions resulted in effective tax rates for operating income of 20.1%
and 19.5% for the six months ended June 30, 2022 and 2021, respectively. These
provisions include excess tax benefits related to stock-based compensation of
$3.0 million and $1.8 million for the six months ended June 30, 2022 and 2021,
respectively. In addition, the provision for 2021 includes a net benefit related
to prior years' federal tax credit of $1.7 million. Absent these items, the
provisions for income taxes would have been an expense of $53.8 million, or
21.3%, and $43.5 million, or 21.2%, for the six months ended June 30, 2022 and
2021, respectively.

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Critical Accounting Estimates


Interim consolidated financial statements have been prepared in conformity with
U.S. GAAP and include certain accounting policies that we consider to be
critical due to the amount of judgment and uncertainty inherent in the
application of those policies. While we believe that the amounts included in our
consolidated financial statements reflect our best judgment, the use of
different assumptions could produce materially different accounting estimates.
As disclosed in our 2021 Annual Report on Form 10-K, we believe the following
accounting estimates are critical to our operations and require the most
subjective and complex judgment:

•

Reserve for losses and loss expenses

•

Reinsurance recoverable balances

•
Pension benefit obligations

•
Investment credit losses

For a more detailed discussion of these critical accounting estimates, see our
2021 Annual Report on Form 10-K.

Statutory Surplus of Insurance Subsidiaries

The following table reflects statutory surplus for our insurance subsidiaries:


                                      June 30,       December 31,
(in millions)                           2022             2021

Total Statutory Capital and Surplus $ 2,693.5 $ 2,720.0




The statutory capital and surplus for our insurance subsidiaries decreased $26.5
million during the first six months of 2022. This decrease was primarily driven
by unrealized investment losses, primarily due to changes in the fair value of
equity securities and the payment of a $100 million dividend to its parent
company, partially offset by an increase in underwriting profits and, to a
lesser extent, a change in deferred taxes.

The NAIC prescribes an annual calculation regarding risk-based capital ("RBC").
RBC ratios for regulatory purposes are expressed as a percentage of the capital
required to be above the Authorized Control Level (the "Regulatory Scale");
however, in the insurance industry, RBC ratios are widely expressed as a
percentage of the Company Action Level. The following table reflects the Company
Action Level, the Authorized Control Level and RBC ratios for Hanover Insurance
(which includes Citizens and other insurance subsidiaries), as of June 30, 2022,
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):

                                             Company           Authorized           RBC Ratio             RBC Ratio
(dollars in millions)                      Action Level       Control Level       Industry Scale      Regulatory Scale
The Hanover Insurance Company             $      1,201.5     $         600.7                  223 %                 447 %


Liquidity and Capital Resources


Liquidity is a measure of our ability to generate sufficient cash flows to meet
the cash requirements of business operations. As a holding company, our primary
ongoing source of cash is dividends from our insurance subsidiaries. However,
dividend payments to us by our insurance subsidiaries are subject to limitations
imposed by regulators, such as prior notice periods and the requirement that
dividends in excess of a specified percentage of statutory surplus or prior
year's statutory earnings receive prior approval (so called "extraordinary
dividends"). During the second quarter of 2022, Hanover Insurance paid $100.0
million in dividends, which were provided to the holding company.

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

Net cash provided by operating activities was $208.7 million during the first
six months of 2022, as compared to $309.0 million during the first six months of
2021. The $100.3 million decrease in cash provided was primarily due to an
increase in loss and LAE payments and, to a lesser extent, higher federal income
tax payments made in the first six months of 2022, partially offset by an
increase in premiums received.

Net cash used in investing activities was $217.6 million during the first six
months of 2022, as compared to $160.6 million during the first six months of
2021. During the first six months of 2022 and 2021, cash used in investing
activities primarily related to net purchases of fixed maturities, partially
offset by net sales of equity securities.

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Net cash used in financing activities was $76.1 million during the first six
months of 2022, as compared to $162.6 million during the first six months of
2021. During the first six months of 2022, cash used in financing activities
primarily resulted from two quarterly dividend payments to our shareholders and,
to a lesser extent, the repurchase of common stock. During the first six months
of 2021, cash used in financing activities primarily resulted from the
repurchase of common stock and, to a lesser extent, from two quarterly dividend
payments to our shareholders.

Dividends to common shareholders are subject to quarterly board approval and
declaration. During the first six months of 2022, as declared by the Board, we
paid two quarterly dividends, each for $0.75 per share, to our shareholders
totaling $53.4 million. We believe that our holding company assets are
sufficient to provide for future shareholder dividends should the Board of
Directors declare them.

At June 30, 2022, THG, as a holding company, held approximately $377.7 million
of fixed maturities and cash. We believe our holding company assets will be
sufficient to meet our current year obligations, which we expect to consist
primarily of quarterly dividends to our shareholders (as and to the extent
declared), interest on our senior and subordinated debentures, certain costs
associated with benefits due to our former life employees and agents, and, to
the extent required, payments related to indemnification of liabilities
associated with the sale of various subsidiaries. As discussed below, we have,
and opportunistically may continue to, repurchase our common stock and our debt.
We do not expect that it will be necessary to dividend additional funds from our
insurance subsidiaries in order to fund 2022 holding company obligations;
however, we may decide to do so.

We expect to continue to generate sufficient positive operating cash to meet all
short-term and long-term cash requirements relating to current operations,
including the funding of our qualified defined benefit pension plan. The
ultimate payment amounts for our benefit plan is based on several assumptions,
including but not limited to, the rate of return on plan assets, the discount
rate for benefit obligations, mortality experience, interest crediting rates,
inflation and the ultimate valuation and determination of benefit obligations.
Since differences between actual plan experience and our assumptions are almost
certain, changes, both positive and negative, to our current funding status and
ultimately our obligations in future periods are likely.

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

The Board of Directors authorized a stock repurchase program which provides for
aggregate repurchases of our common stock of up to $1.3 billion. Under the
repurchase authorization, we may repurchase, from time to time, common stock in
amounts, at prices and at such times as we deem appropriate, subject to market
conditions and other considerations. Repurchases may be executed using open
market purchases, privately negotiated transactions, accelerated repurchase
programs, or other transactions. We are not required to purchase any specific
number of shares or to make purchases by any certain date under this program.
During the first six months of 2022 we repurchased approximately 0.1 million
shares at an aggregate cost of $20.4 million. As of June 30, 2022, we had
repurchased 7.8 million shares under this $1.3 billion program and had
approximately $341 million available for additional repurchases.

We maintain our membership in the Federal Home Loan Bank ("FHLB") to provide
access to additional liquidity based on our holdings of FHLB stock and pledged
collateral. At June 30, 2022, we had borrowing capacity of $113.5 million. There
were no outstanding borrowings under this short-term facility at June 30, 2022
however, we have and may continue to borrow, from time to time, through this
facility to provide short-term liquidity.

On April 30, 2019, we entered into a credit agreement that provides for a
five-year unsecured revolving credit facility not to exceed $200.0 million at
any one time outstanding, with the option to increase the facility up to $300.0
million (assuming no default and satisfaction of other specified conditions,
including the receipt of additional lender commitments). The agreement also
includes an uncommitted subfacility of $50.0 million for standby letters of
credit. Borrowings, if any, under this agreement are unsecured and incur
interest at a rate per annum equal to, at our election, either (i) the greater
of, (a) the prime commercial lending rate of the administrative agent, (b) the
NYFRB Rate plus half a percent, or (c) the one month Adjusted LIBOR plus one
percent and a margin that ranges from 0.25% to 0.625% depending on our debt
rating, or (ii) Adjusted LIBOR for the applicable interest period, plus a margin
that ranges from 1.25% to 1.625% depending on our debt rating. The agreement
also contains certain financial covenants such as maintenance of specified
levels of consolidated equity and leverage ratios, and requires that certain of
our subsidiaries maintain minimum RBC ratios. We currently have no borrowings
under this agreement and had no borrowings under this agreement during the first
six months of 2022. The LIBOR rate, upon which Adjusted LIBOR is based, is in
process of being discontinued. During 2021, certain key tenors of LIBOR were
extended with a new cessation date of June 20, 2023. Our credit agreement
permits us to agree with the Administrative Agent for the credit facility on a
replacement to Adjusted LIBOR subject to the satisfaction of certain conditions.

At June 30, 2022, we were in compliance with the covenants of our debt and
credit agreements.

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Contingencies and Regulatory Matters

REGULATORY AND INDUSTRY DEVELOPMENTS


In response to the Pandemic, regulators in many of the states in which we
operate have issued orders or guidance pertaining to, among other things, (a)
premium refunds, credits or reductions for personal automobile insurance
premiums and premiums for other insurance lines that regulators have determined
are disproportionately impacted by the Pandemic, including certain commercial
lines, for the periods during which governmental restrictions were or remain in
effect, with premium adjustments based on factors such as the ongoing frequency
and severity of claims, inflation, repair costs and reinsurance pricing, among
others; (b) premium payment grace periods, moratoriums on policy non-renewals
and cancellations, and other measures that are similar to actions historically
implemented in regions heavily impacted by catastrophes, which we anticipate to
be manageable, depending on the duration of the regulatory orders and the degree
to which policyholder payment patterns vary as a result; and (c) a reassessment
of rates in light of current exposures, loss experience and economic conditions.
Regulatory restrictions on rate increases, underwriting, policy terms, and the
ability to non-renew business may, depending on their duration, limit THG's
ability to manage our mix of business and any potential exposures that emerge in
our lines of business in the near term.

Draft legislation has been proposed in several state legislatures and/or in the
United States Congress that seeks to require insurers to retroactively pay
unfunded Pandemic business interruption claims that insurance policies do not
currently cover, to impose presumptions on insurance policy interpretation,
and/or to mandate prospective pandemic coverage. The impact of such legislation,
were it to be adopted, would, according to a statement of the NAIC on March 25,
2020, "create substantial solvency risks" for the property and casualty
insurance sector, "significantly undermine the ability of insurers to pay other
types of claims, and potentially exacerbate the negative financial and economic
impacts the country is currently experiencing." Industry trade groups further
assert that any such legislation would be violative of basic contract law and
well-founded principles of constitutional law. Federal stimulus plans such as
the Coronavirus Aid, Relief, and Economic Security Act and the American Rescue
Plan Act of 2021 providing financial support to individuals and businesses
during the Pandemic may mitigate the political pressure to continue advancing
such proposed legislation.

Proposals are also being considered at the federal level to establish
government-funded pandemic insurance programs, possibly similar to the federal
terrorism risk insurance program. Discussion on such competing proposals is
ongoing and at a preliminary stage such that it is too early to estimate their
potential impact, if any, on our business.

Information regarding litigation, legal contingencies and regulatory matters
appears in Part I - Note 12 "Commitments and Contingencies" in the Notes to
Interim Consolidated Financial Statements.

Risks and Forward-Looking Statements


Information regarding risk factors and forward-looking information appears in
Part II - Item 1A of this Quarterly Report on Form 10-Q and in Part I - Item 1A
of our 2021 Annual Report on Form 10-K. This Management's Discussion and
Analysis should be read and interpreted in light of such factors.

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                                     ITEM 3

                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                               ABOUT MARKET RISK

Our market risks, the ways we manage them, and sensitivity to changes in
interest rates, and equity price risk are summarized in Management's Discussion
and Analysis of Financial Condition and Results of Operations as of December 31,
2021, included in our Annual Report on Form 10-K for the year ended December 31,
2021. There have been no material changes in the first six months of 2022 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, do not expect that our disclosure controls over financial reporting
will prevent all error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control system's objectives will be met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because
of simple error or mistake. Controls can also be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is based in part
on certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures


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

Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate
"internal control over financial reporting," as such term is defined in Exchange
Act Rule 13a-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our 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 the that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that there were no such changes during the quarter ended June
30, 2022, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

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