-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BurCsncn1lm2u3MbMw+l88p2yOIOeub7SFdSFe1eNDXmKbGHPwFBRLSW7pPMCqVt B2rAn/qlPRc5F5Y2z3cRTw== 0000073952-07-000014.txt : 20070509 0000073952-07-000014.hdr.sgml : 20070509 20070509123323 ACCESSION NUMBER: 0000073952-07-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070509 DATE AS OF CHANGE: 20070509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO CASUALTY CORP CENTRAL INDEX KEY: 0000073952 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 310783294 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-05544 FILM NUMBER: 07831319 BUSINESS ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 BUSINESS PHONE: 5136032400 MAIL ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 10-Q 1 f10q.txt OHIO CASUALTY CORP FORM 10-Q MARCH 31, 2007 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2007. [ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to ---------- ---------- Commission File Number 0-05544 OHIO CASUALTY CORPORATION (Exact name of registrant as specified in its charter) OHIO 31-0783294 (State or other jurisdiction of (I.R.S. incorporation Employer Identification No.) or organization) 9450 Seward Road, Fairfield, Ohio 45014 (Address of principal executive offices) (Zip Code) (513) 603-2400 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer X Accelerated filer Non-accelerated filer ----- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X ----- On May 7, 2007, there were 59,996,491 shares of common stock outstanding. Page 1 of 28 ============================================================================== INDEX Page ---- PART I FINANCIAL INFORMATION Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures about Market Risk 26 Item 4. Controls and Procedures 26 PART II OTHER INFORMATION Item 1. Legal Proceedings 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27 Item 6. Exhibits 27 Signature 28 Exhibit 10.11a First Amendment to Credit Agreement dated as of March 15, 2007 between Ohio Casualty Corporation and LaSalle Bank National Association as Agent. Exhibit 31.1 Certification of Chief Executive Officer of Ohio Casualty Corporation in accordance with SEC Rule 13(a)-14(a) and Rule 15(d)-14(a) Exhibit 31.2 Certification of Chief Financial Officer of Ohio Casualty Corporation in accordance with SEC Rule 13(a)-14(a) and Rule 15(d)-14(a) Exhibit 32.1 Certification of Chief Executive Officer of Ohio Casualty Corporation in accordance with Section 1350 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 Certification of Chief Financial Officer of Ohio Casualty Corporation in accordance with Section 1350 of the Sarbanes-Oxley Act of 2002 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
Ohio Casualty Corporation & Subsidiaries CONSOLIDATED BALANCE SHEETS March 31, December 31, (in millions, except share data) 2007 2006 =========================================================================================== Assets (Unaudited) Investments: Fixed income securities: Available-for-sale, at fair value (amortized cost: $3,484.2 and $3,451.0) $ 3,550.9 $ 3,512.3 Held-to-maturity, at amortized cost (fair value: $226.8 and $230.8) 230.0 235.8 Equity securities, at fair value (cost: $252.1 and $232.1) 468.3 458.5 - ------------------------------------------------------------------------------------------- Total investments 4,249.2 4,206.6 Cash and cash equivalents 51.6 45.6 Premiums and other receivables, net of allowance 310.7 316.0 Deferred policy acquisition costs 151.7 150.2 Property and equipment, net of accumulated depreciation 83.4 80.5 Reinsurance recoverable, net of allowance 629.1 633.8 Agent relationships, net of accumulated amortization 93.4 96.9 Interest and dividends due or accrued 45.5 51.2 Deferred tax asset, net 4.2 - Other assets 88.7 117.8 - ------------------------------------------------------------------------------------------- Total assets $ 5,707.5 $ 5,698.6 =========================================================================================== Liabilities Insurance reserves: Losses $ 2,390.6 $ 2,390.4 Loss adjustment expenses 521.6 521.9 Unearned premiums 656.4 663.0 Debt 199.5 199.6 Reinsuance treaty funds held 109.4 117.6 Deferred tax liability, net - 7.2 Other liabilities 233.2 243.2 - ------------------------------------------------------------------------------------------- Total liabilities 4,110.7 4,142.9 Shareholders' Equity Common stock, $.125 par value Authorized: 150,000,000 Issued shares: 72,418,344; 72,418,344 9.0 9.0 Additional paid-in capital 28.5 25.4 Accumulated other comprehensive income 190.7 194.1 Retained earnings 1,614.8 1,559.5 Treasury stock, at cost: (Shares: 12,510,777; 12,095,652) (246.2) (232.3) - ------------------------------------------------------------------------------------------- Total shareholders' equity 1,596.8 1,555.7 - ------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 5,707.5 $ 5,698.6 ===========================================================================================
Accompanying notes are an integral part of these consolidated financial statements. For complete disclosures see Notes to Consolidated Financial Statements on pages 71-89 of the Corporation's 2006 Form 10-K. 3 ITEM 1. Continued
Ohio Casualty Corporation & Subsidiaries CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31, (in millions, except share and per share data) (Unaudited) 2007 2006 - ------------------------------------------------------------------------------------------- Premiums and finance charges earned $ 349.6 $ 357.7 Investment income, less expenses 51.7 50.9 Investment gains realized, net 8.0 14.2 - ------------------------------------------------------------------------------------------- Total revenues 409.3 422.8 Losses and benefits for policyholders 161.9 189.0 Loss adjustment expenses 38.6 36.7 General operating expenses 117.4 116.7 Write-down and amortization of agent relationships 3.5 2.9 Amortization of deferred policy acquisition costs 81.5 82.9 Deferral of policy acquisition costs (83.0) (81.1) Depreciation and amortization expense 3.2 2.5 - ------------------------------------------------------------------------------------------- Total expenses 323.1 349.6 - ------------------------------------------------------------------------------------------- Income before income taxes 86.2 73.2 Income tax expense/(benefit): Current 32.3 8.2 Deferred (9.2) 13.1 - ------------------------------------------------------------------------------------------- Total income tax expense 23.1 21.3 - ------------------------------------------------------------------------------------------- Net income $ 63.1 $ 51.9 =========================================================================================== Average shares outstanding - basic 59,844,492 63,235,681 =========================================================================================== Earnings per share - basic: Net income, per share $ 1.05 $ 0.82 =========================================================================================== Average shares outstanding - diluted 61,343,139 64,836,502 =========================================================================================== Earnings per share - diluted: Net income, per share $ 1.03 $ 0.80 ===========================================================================================
Accompanying notes are an integral part of these consolidated financial statements. For complete disclosures see Notes to Consolidated Financial Statements on pages 71-89 of the Corporation's 2006 Form 10-K. 4 ITEM 1. Continued
Ohio Casualty Corporation & Subsidiaries CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Accumulated Additional other Total (in millions, except Common paid-in comprehensive Retained Treasury shareholders' share data) (Unaudited) Stock capital income earnings stock equity - --------------------------------------------------------------------------------------------------------------- Balance January 1, 2006 $ 9.0 $ 18.8 $ 178.0 $ 1,360.6 $ (140.0) $ 1,426.4 Net income 51.9 51.9 Change in unrealized gain, net of deferred income tax benefit of $19.1 (35.7) (35.7) ------------ Comprehensive income 16.2 Unearned stock compensation (2.9) 2.9 - Stock based compensation, including income tax benefit of $1.2 2.6 2.6 Net issuance of treasury stock (249,309 shares) (0.5) 3.8 3.3 Repurchase of treasury stock (36,780 shares) (1.0) (1.0) Cash dividend paid ($0.09 per share) (5.7) (5.7) - --------------------------------------------------------------------------------------------------------------- Balance, March 31, 2006 $ 9.0 $ 18.0 $ 142.3 $ 1,409.7 $ (137.2) $ 1,441.8 =============================================================================================================== Balance January 1, 2007 $ 9.0 $ 25.4 $ 194.1 $ 1,559.5 $ (232.3) $ 1,555.7 Net income 63.1 63.1 Change in unrealized gain, net of deferred income tax benefit of $1.7 (2.5) (2.5) Change in prior service credit, net of deferred income tax of $0.7 (1.3) (1.3) Change in actuarial loss, net of deferred tax of $0.3 0.4 0.4 ------------ Comprehensive income 59.7 Stock based compensation, including income tax benefit of $0.8 3.8 3.8 Net issuance of treasury stock (163,479 shares) (0.7) 3.2 2.5 Repurchase of treasury stock (578,604 shares) (17.1) (17.1) Cash dividend paid ($0.13 per share) (7.8) (7.8) - --------------------------------------------------------------------------------------------------------------- Balance, March 31, 2007 $ 9.0 $ 28.5 $ 190.7 $ 1,614.8 $ (246.2) $ 1,596.8 ===============================================================================================================
Accompanying notes are an integral part of these consolidated financial statements. For complete disclosures see Notes to Consolidated Financial Statements on pages 71-89 of the Corporation's 2006 Form 10-K. 5 ITEM 1. Continued
Ohio Casualty Corporation & Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, (in millions) (Unaudited) 2007 2006 - ------------------------------------------------------------------------------------------------- Cash Flows from Operating Activities: Operating Activities Net income $ 63.1 $ 51.9 Adjustments to reconcile net income to net cash provided by operations: Changes in: Insurance reserves (6.7) (0.7) Reinsurance treaty funds held (8.2) (3.8) Income taxes 8.1 11.2 Premiums and other receivables 5.3 4.7 Deferred policy acquisition costs (1.5) 1.8 Reinsurance recoverable 4.7 9.5 Other assets 16.5 (11.7) Other liabilities (28.6) (27.0) Stock-based compensation expense 3.0 1.4 Amortization and write-down of agent relationships 3.5 2.9 Depreciation and amortization 3.2 2.5 Investment gains realized, net (8.0) (14.2) - ------------------------------------------------------------------------------------------------- Net cash provided by operating activities 54.4 28.5 - ------------------------------------------------------------------------------------------------- Cash Flows from Investing Activities: Purchase of securities: Fixed income, available-for-sale (286.8) (272.8) Fixed income, held-to-maturity - (0.2) Equity (26.0) (13.1) Proceeds from sales of securities: Fixed income, available-for-sale 205.8 187.3 Equity 19.2 22.9 Proceeds from maturities and calls of securities: Fixed income, available-for-sale 64.3 45.8 Fixed income, held-to-maturity 5.3 4.8 Property and equipment Purchases (6.3) (1.9) Sales 0.2 0.2 - ------------------------------------------------------------------------------------------------- Net cash used in investing activities (24.3) (27.0) - ------------------------------------------------------------------------------------------------- Cash Flows from Financing Activities: Debt: Repayments (0.2) (0.2) Payment for deferred financing costs - (0.3) Proceeds from exercise of stock options 2.4 3.3 Repurchase of treasury stock (19.3) (1.0) Income tax benefit from stock option exercises 0.8 1.0 Dividends paid to shareholders (7.8) (5.7) - ------------------------------------------------------------------------------------------------- Net cash used in financing activities (24.1) (2.9) - ------------------------------------------------------------------------------------------------- Net increase/(decrease) in cash and cash equivalents 6.0 (1.4) Cash and cash equivalents, beginning of period 45.6 54.5 - ------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 51.6 $ 53.1 =================================================================================================
Accompanying notes are an integral part of these consolidated financial statements. For complete disclosures see Notes to Consolidated Financial Statements on pages 71-89 of the Corporation's 2006 Form 10-K. 6 Ohio Casualty Corporation & Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Ohio Casualty Corporation (the Corporation) is the holding company of The Ohio Casualty Insurance Company (the Company), which is one of six property- casualty insurance companies that make up the Ohio Casualty Group (the Group), collectively the "Consolidated Corporation". All dollar amounts, except per share data, presented in the Notes to Consolidated Financial Statements are in millions unless otherwise noted. NOTE I - INTERIM ADJUSTMENTS We prepared the Consolidated Balance Sheet as of March 31, 2007 and the Consolidated Statements of Income, Shareholders' Equity and Cash Flows for the three months ended March 31, 2007 and 2006, without an audit. In the opinion of management, all adjustments necessary to fairly present the financial position, results of operations and cash flows at March 31, 2007 and for each period presented have been made. We prepared the accompanying unaudited Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted. The unaudited Consolidated Financial Statements should be read together with the Consolidated Financial Statements and Notes thereto included in the Corporation's 2006 Annual Report on Form 10-K. The results of operations for the period ended March 31, 2007 are not necessarily indicative of the results of operations for the full year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The premiums receivable balance is presented net of bad debt allowances determined by management of $1.5 at both March 31, 2007 and December 31, 2006. Property and equipment are carried at cost less accumulated depreciation of $185.8 and $183.0 at March 31, 2007 and December 31, 2006, respectively. Amounts recoverable from reinsurers are calculated in a manner consistent with the reinsurance contract and are reported net of allowance of $3.7 at both March 31, 2007 and December 31, 2006. NOTE II - EARNINGS PER SHARE Basic and diluted earnings per share are summarized as follows:
Three Months Ended March 31, 2007 2006 - ------------------------------------------------------------------------------ Net income $63.1 $51.9 Weighted average common shares outstanding - basic (thousands) 59,844 63,236 Basic net income per weighted average share $1.05 $0.82 ============================================================================== Net income $63.1 $51.9 Weighted average common shares outstanding - basic (thousands) 59,844 63,236 Effect of dilutive securities from stock compensation plans (thousands) 1,499 1,601 - ------------------------------------------------------------------------------ Weighted average common shares outstanding - diluted (thousands) 61,343 64,837 Diluted net income per weighted average share $1.03 $0.80 ==============================================================================
7 NOTE III - SEGMENT INFORMATION The Consolidated Corporation has determined its reportable segments based upon its method of internal reporting, which is organized by product line. The property and casualty segments are Commercial, Specialty, and Personal Lines. These segments generate revenues by selling a wide variety of commercial, surety and personal insurance products. The Consolidated Corporation also has an All Other segment which derives its revenues from investment income of the Corporation. The other expenses included in this segment consist primarily of interest expense. Each of the segments of the Consolidated Corporation is managed separately. The property and casualty segments are managed by assessing the performance and profitability of the segments through analysis of industry financial measurements determined on a GAAP basis, which includes loss, loss adjustment and underwriting expense ratios, combined ratio, premiums earned, underwriting gain/loss and statutory premiums written. The following tables present information by segment as it is reported internally to management. Asset information by reportable segment is not reported, since the Consolidated Corporation does not produce such information internally.
Three Months Ended March 31, Commercial Lines Segment 2007 2006 - ------------------------------------------------------------------- Net premiums written $209.4 $212.4 % change (1.4)% 3.3% Net premiums earned 205.3 204.6 % change 0.3% (0.5)% Underwriting gain/(loss) (before tax) 11.3 (3.6) Specialty Lines Segment 2007 2006 - ------------------------------------------------------------------- Net premiums written $ 34.6 $ 35.8 % change (3.4)% (8.4)% Net premiums earned 36.7 37.3 % change (1.6)% 6.3% Underwriting gain (before tax) 13.4 9.2 Personal Lines Segment 2007 2006 - ------------------------------------------------------------------- Net premiums written $101.3 $105.9 % change (4.3)% (6.9)% Net premiums earned 107.6 115.8 % change (7.1)% (4.8)% Underwriting gain (before tax) 12.9 12.6 Total Property & Casualty 2007 2006 - ------------------------------------------------------------------- Net premiums written $345.3 $354.1 % change (2.5)% (1.2)% Net premiums earned 349.6 357.7 % change (2.3)% (1.3)% Underwriting gain (before tax) 37.6 18.2 All Other Segment 2007 2006 - ------------------------------------------------------------------- Revenues $ 3.6 $ 3.6 Write-down and amortization of agent relationships (3.5) (2.9) Other expenses (7.6) (7.2) - ------------------------------------------------------------------- Net loss before income tax $ (7.5) $ (6.5) Reconciliation of Revenues 2007 2006 - ------------------------------------------------------------------- Net premiums earned for reportable segments $349.6 $357.7 Net investment income 47.2 47.2 Realized gains, net 8.9 14.3 - ------------------------------------------------------------------- Total property and casualty revenues 405.7 419.2 All other segment revenues 3.6 3.6 - ------------------------------------------------------------------- Total revenues $409.3 $422.8 ===================================================================
8
Reconciliation of Underwriting Gain (before tax) 2007 2006 - ------------------------------------------------------------------- Property and casualty underwriting gain (before tax) $ 37.6 $ 18.2 Net investment income 51.7 50.9 Realized gains, net 8.0 14.2 Write-down and amortization of agent relationships (3.5) (2.9) Other expenses (7.6) (7.2) - ------------------------------------------------------------------- Income before income tax 86.2 73.2 Income tax expense (23.1) (21.3) - ------------------------------------------------------------------- Net income $ 63.1 $51.9 ===================================================================
Management of the Consolidated Corporation believes the significant volatility of realized investment gains and losses limits the usefulness of net income as a measure of current operating performance. Accordingly, management uses the non-GAAP financial measure of operating income to further evaluate current operating performance. Operating income is reconciled to net income in the table below:
Three Months Ended March 31, 2007 2006 - ---------------------------------------------------------------------------- Net income $63.1 $51.9 After-tax net realized gains 5.2 9.2 - ---------------------------------------------------------------------------- Operating income $57.9 $42.7 ============================================================================
NOTE IV - STOCK BASED COMPENSATION The Consolidated Corporation has several stock based incentive programs that are utilized to facilitate the Consolidated Corporation's long-term financial success. Effective January 1, 2006, the Consolidated Corporation began accounting for stock based incentive programs under Statement of Financial Accounting Standard (SFAS) 123(R), "Share-Based Payment." SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, be recognized as compensation expense in the income statement at fair value. For a detailed discussion of each of these share- based incentive programs, see Note 5 in the Notes to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2006. Following is a summary of stock based compensation expense recognized by the Consolidated Corporation:
Three Months Ended March 31, 2007 2006 - ---------------------------------------------------------------------------- 2005 Incentive Plan Stock Options $0.5 $ 0.7 Stock Appreciation Rights 0.3 0.3 Restricted Stock 0.2 0.4 Long Term Incentive Plans 1.9 (0.3) Employee Stock Purchase Plan 0.1 0.3 - ---------------------------------------------------------------------------- Total Stock-Based Compensation $3.0 $ 1.4 ============================================================================
NOTE V - INCOME TAXES Effective January 1, 2007, the Consolidated Corporation adopted the recognition and disclosure provisions of SFAS Interpretation No. 48, "Accounting for Uncertainties in Income Taxes, an Interpretation of SFAS 109, Accounting for Income Taxes" (FIN 48). FIN 48 requires the Consolidated Corporation to account for and disclose uncertainty in tax positions, along with related interest and penalties, that meet a minimum recognition threshold. As of December 31, 2006 and March 31, 2007, the total amount of unrecognized tax benefits were $1.5. If recognized, the entire amount of unrecognized tax benefits would affect the Consolidated Corporation's effective tax rate. There were no interest or penalties recognized in the Consolidated Corporation's statements of income and consolidated balance sheets. It is reasonably possible that none of the unrecognized tax benefits will significantly increase or decrease within twelve months. In February 2007, the Internal Revenue Service (IRS) issued the final report on its examination of the Consolidated Corporation for tax years 2002 and 2003. There is one matter for which the Consolidated Corporation has filed a written protest with the IRS Appeals Office. The ultimate settlement of this matter is not expected to have a significant adverse impact on the Consolidated Corporation's financial position or results of operations. During 2007, the IRS is expected to commence its examination of the Consolidated Corporation's tax years 2004 and 2005. 9 The Consolidated Corporation's policy under FIN 48 with respect to interest and penalties related to tax uncertainties is to classify such amounts in its statement of income as income tax expense, consistent with its policy prior to the adoption of FIN 48. NOTE VI - AGENT RELATIONSHIPS The agent relationships asset is an identifiable intangible asset acquired in connection with the 1998 Great American Insurance Company (GAI) commercial lines acquisition. The Consolidated Corporation follows the practice of allocating purchase price to specifically identifiable intangible assets based on their estimated values as determined by appropriate valuation methods. In the GAI acquisition, the purchase price was allocated primarily to agent relationships. Agent relationships are evaluated quarterly as events or circumstances indicate a possible inability to recover their carrying amount. As a result of the evaluation, the agent relationship asset was written down before tax by $2.1 and $1.3 in the first quarter of 2007 and 2006, respectively. The write-downs are a result of agency cancellations and certain agents determined to be impaired based on updated estimated future undiscounted cash flows that were insufficient to recover the carrying amount of the asset for the agent. The remaining portion of the agent relationships asset will be amortized on a straight-line basis over the remaining useful period of approximately 17 years. For the three month period ended March 31, 2007, the Consolidated Corporation recorded amortization expense of $1.4 which compares to $1.6 for the same period of the prior year. At March 31, 2007 and December 31, 2006, the unamortized carrying value of the agent relationships asset was $93.4 and $96.9, respectively. The agent relationships asset is recorded net of accumulated amortization of $48.8 and $48.4 at March 31, 2007 and December 31, 2006, respectively. Future cancellation of agents included in the agent relationships intangible asset or a diminution of certain former GAI agents' estimated future revenues or profitability is reasonably possible to cause further impairment losses beyond the quarterly amortization of the remaining asset value over the remaining useful lives. NOTE VII - DEBT The following table represents outstanding debt and deferred financing costs of the Consolidated Corporation at March 31, 2007 and December 31, 2006:
March 31, December 31, 2007 2006 - ---------------------------------------------------------------------------- Senior Debt (net of discount and issuance costs of $2.0) $198.0 $198.0 Ohio Loan 1.9 2.0 Deferred Financing Costs (0.4) (0.4) - ---------------------------------------------------------------------------- Total Debt $199.5 $199.6 ============================================================================
On June 29, 2004, the Corporation issued $200.0 of 7.3% Senior Notes due June 15, 2014 (Senior Notes) and received net proceeds after related fees and discount of $198.0. The Corporation used a substantial majority of the net proceeds to repurchase and redeem the Convertible Notes. See Note 15 included in the Notes to Consolidated Financial Statements in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 for a detailed discussion regarding the repurchase and redemption of the Convertible Notes. Interest is payable on the Senior Notes on June 15 and December 15. The Senior Notes are reported on the Consolidated Balance Sheets net of unamortized issuance-related costs and discount totaling $2.0 at both March 31, 2007 and December 31, 2006. The Corporation uses the effective interest rate method to record interest expense, amortization of issuance- related costs and amortization of the discount. On February 16, 2006, the Corporation entered into a new revolving credit agreement with an expiration date of March 16, 2011 and simultaneously terminated its prior $80.0 revolving credit agreement. In March 2007, the Corporation extended the expiration by one year to March 16, 2012. Under the terms of the new revolving credit agreement, the lenders agreed to make loans to the Corporation in an aggregate amount up to $125.0 for general corporate purposes. Additionally, the new revolving credit agreement contains a $50.0 "accordion feature" and provision for the issuance of letters of credit up to the amount of the total facility. 10 The accordion feature permits the Corporation to increase the facility commitment from $125.0 to $175.0 subject to a successful syndication of the requested increase. Please refer to Note 15 included in the Notes to the Consolidated Financial Statements in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 for a detailed discussion regarding the terms and provisions of the new revolving credit agreement. At March 31, 2007, the Corporation was in compliance with all financial covenants and other provisions of this agreement. There were no borrowings outstanding under the revolving line of credit at either March 31, 2007 or December 31, 2006. Interest expense incurred for both the three month periods ended March 31, 2007 and 2006 was $3.7. NOTE VIII - CONTINGENCIES A proceeding entitled Carol Lazarus v. the Group was brought against West American Insurance Company (West American) in the Court of Common Pleas Cuyahoga County, Ohio on October 25, 1999. The Court ordered the case to proceed solely against West American on July 10, 2003. The complaint alleges West American improperly charged for uninsured motorists coverage following an October 1994 decision of the Supreme Court of Ohio in Martin v. Midwestern Insurance Company. The Martin decision was overruled legislatively in September 1997. The Court on April 13, 2006 granted a motion for class certification requested by Carol Lazarus and denied West American's motion for summary judgment. The decision regarding class certification has been appealed by West American to the Court of Appeals for the Eighth Appellate District, Cuyahoga County, Ohio. A proceeding entitled Douglas and Carla Scott v. the Company, West American, American Fire Insurance Company (American Fire), and Ohio Security Insurance Company (Ohio Security) was filed in the District Court of Tulsa County, State of Oklahoma and served on January 3, 2005. The proceeding challenges the use of a certain vendor in valuing total loss automobiles. Plaintiff alleges that use of the database results in valuations to the detriment of the insureds. Plaintiff is seeking class status and alleges breach of contract, fraud and bad faith. The lawsuit is in its early stages and will be vigorously defended. A proceeding entitled Georgia Hensley, et al. v. Computer Sciences Corporation, et al. was brought against several defendants, including the Company, American Fire, Ohio Casualty of New Jersey (OCNJ), Ohio Security, and West American in the Circuit Court of Miller County, Arkansas in May, 2005. The proceeding alleged the defendants (involving approximately 400 different entities) improperly reduced uninsured/underinsured motorist coverage payments to persons insured under private passenger automobile insurance policies by consulting a computer software program in determining the amount of damages payable to the insured for bodily injury claims. The Corporation has been dismissed without prejudice from the Hensley proceeding. A separate class action complaint entitled Dusty Easley, et al. v. the Company, American Fire, Avomark Insurance Company (Avomark), the Corporation, Ohio Security, and West American was filed in the Circuit Court of Miller County, Arkansas in March, 2007. The Easley proceeding alleges substantially the same counts alleged in the Hensley proceeding and includes the same putative class. Plaintiffs and defendants in the Easley proceeding have filed a Stipulation of Settlement and Motion for Preliminary Approval seeking approval of a settlement of the case. If the proposed settlement is approved in the Easley matter then plaintiffs in the Hensley action will also seek to amend the dismissal of the Corporation with prejudice. The proceedings described above and various other legal and regulatory proceedings are currently pending that involve the Consolidated Corporation and specific aspects of the conduct of its business. The outcome of these proceedings is currently unpredictable. However, at this time, based on their present status, it is the opinion of management that the ultimate liability, if any, in one or more of these proceedings in excess of amounts currently reserved is not expected to have a material adverse effect on the financial condition, liquidity or results of operation of the Consolidated Corporation. NOTE IX - EMPLOYEE BENEFITS The Company has a non-contributory defined benefit retirement plan and a contributory health care plan. The net periodic pension cost as of March 31 is determined as follows: 11
Three Months Ended March 31, 2007 2006 - ---------------------------------------------------------------------------- Service cost earned during the period $ 2.1 $ 2.1 Interest cost on projected benefit obligation 4.7 4.3 Expected return on plan assets (7.0) (6.5) Amortization of accumulated losses 0.7 1.0 Amortization of prior service credit (0.6) (0.6) - ---------------------------------------------------------------------------- Net periodic pension (benefit)/cost $(0.1) $ 0.3 ============================================================================
The components of the Company's net periodic postretirement benefit cost as of March 31:
2007 2006 - ---------------------------------------------------------------------------- Service cost $ 0.1 $ 0.1 Interest cost 0.6 0.7 Amortization of prior service credit (1.5) (1.5) - ---------------------------------------------------------------------------- Net periodic postretirement benefit $(0.8) $(0.7) ============================================================================
The Company adopted the recognition and disclosure provisions of SFAS 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans as amendment of SFAS Statements No. 87, 88, 106, and 132(R)" as of December 31, 2006. Please refer to Note 4 included in the Notes to the Consolidated Financial Statements in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 for a detailed discussion. NOTE X - SHARE REPURCHASES During 2006, the Corporation completed the share repurchase program previously authorized by the Corporation's Board of Directors in 2005. Under this program, four million shares were repurchased (2,483,895 in 2006 and 1,516,105 in 2005) at an average cost of $27.94. In September 2006, the Board of Directors approved another share repurchase program with authorization to repurchase up to $100.0 of the Corporation's common stock. Purchases may be made in the open market or in privately negotiated transactions. During the first quarter of 2007, the Corporation repurchased 578,604 shares under the newly authorized share repurchase program at an average cost of $29.63. The Corporation has remaining authority to repurchase $54.9 of the Corporation's common stock. NOTE XI - RECENTLY ISSUED ACCOUNTING STANDARDS In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115." This Statement permits an entity to choose to measure certain financial assets and financial liabilities at fair value, however, does not require an entity to adopt the Statement. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The Statement establishes presentation and disclosure requirements to assist the financial statement users in understanding the effect of the entity's election on its earnings. This Statement is effective as of the beginning of the first fiscal year that begins after November 15, 2007. The Consolidated Corporation is still evaluating the effect this Statement, if adopted, could have on the Consolidated Corporation's overall results of operations and financial position, as well as whether or not it will adopt this Statement at all. NOTE XII - SUBSEQUENT EVENT On May 6, 2007, the Corporation entered into an Agreement and Plan of Merger (the "Merger Agreement"), among Liberty Mutual Insurance Company ("Liberty") and Waterfall Merger Corp. a wholly owned direct subsidiary of Liberty ("Waterfall"). The Merger Agreement provides for a business combination whereby Waterfall will merge with and into the Corporation (the "Merger"). As a result of the Merger, the separate corporate existence of Waterfall will cease and the Corporation will continue as the surviving corporation in the Merger. At the effective time of the Merger, each common share, par value $.0125 per share, of the Corporation (other than shares owned by the Corporation, Liberty and Waterfall) will be converted into the right to receive $44.00 in cash, without interest. Each Corporation stock option and other share purchase rights outstanding at the time of the closing will be cancelled in the Merger and the holder thereof will be entitled to an amount of cash, without 12 interest, equal to the difference between $44.00 and the exercise price of such stock option or purchase right. The Merger is subject to the approval of a majority of the Corporation's outstanding shares. In addition, the Merger is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Acts and other regulatory laws applicable to the Merger, including state insurance laws and regulation, as well as other customary closing conditions. The Merger Agreement contains certain termination rights for both the Corporation and Liberty and further provides that upon termination of the Merger Agreement under certain circumstances, the Corporation may be obligated to pay Liberty a termination fee of $62.0. Also, on May 6, 2007 the Corporation entered into a Second Amendment (the "Second Amendment") to its Amended and Restated Rights Agreement, dated as of February 19, 1998, between the Corporation and Computershare Trust Company, N.A. (f/k/a Equiserve Trust Company, N.A.) as successor to First Chicago Trust Company of New York, as amended on November 8, 2001 (the "Rights Agreement") for the purpose of amending the Rights Agreement to render it inapplicable to the Merger Agreement, the Merger and the transactions contemplated thereby. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operation Ohio Casualty Corporation (the Corporation) is the holding company of The Ohio Casualty Insurance Company (the Company), which is one of six property- casualty insurance companies that make up the Ohio Casualty Group (the Group), collectively the "Consolidated Corporation." All dollar amounts in this Management Discussion and Analysis (MD&A) are in millions unless otherwise noted. RESULTS OF OPERATIONS Net Income The Consolidated Corporation reported net income of $63.1, or $1.03 per share and $51.9, or $0.80 per share for the three months ended March 31, 2007 and 2006, respectively, which included after-tax realized investment gains of $5.2 ($0.09 per share) and $9.2 ($0.14 per share) for the three months ended March 31, 2007 and 2006, respectively. All Lines Discussion Operating Results Insurance industry regulators require the Group to report its financial condition and results of operations, among other things, using statutory accounting principles. Management uses industry standard financial measures determined on a statutory basis, as well as those determined on a GAAP basis to analyze the Group's property and casualty operations. These insurance industry financial measures include loss and loss adjustment expense (LAE) ratios, underwriting expense ratio, combined ratio, net premiums written and net premiums earned. The combined ratio is a commonly used gauge of underwriting performance measuring the percentage of premium dollars used to pay insurance losses and related expenses. The combined ratio is the sum of the loss, LAE and underwriting expense ratios. All references to combined ratio or its components in this MD&A are calculated on a GAAP basis, unless otherwise indicated, and are calculated on a calendar year basis unless specified as calculated on an accident year basis. Insurance industry financial measures are included in the next several sections of this MD&A that discuss results of operations. A discussion of the differences between statutory accounting and GAAP is included in Item 15, page 87 of the Corporation's 2006 Annual Report on Form 10-K. At March 31, 2007 and December 31, 2006, statutory surplus, a financial measure that is required by insurance regulators and used to monitor financial strength, was $1,092.8 and $1,082.7, respectively. The ratio of twelve months ended net premiums written to statutory surplus as of both March 31, 2007 and December 31, 2006 was 1.3 to 1.0. Premium Revenue Results Gross premium written differs from net premiums written by the amount of premiums ceded to reinsurers. Management analyzes premium revenues primarily by premiums written in the current period, which is a 13 better indicator of current production levels. Net premiums written are recognized into revenue on a monthly pro rata basis over the coverage term of the policy which is reflected in the consolidated income statements as earned premium. The table below summarizes property and casualty premium on a gross and net basis compared with the same periods of the prior year:
Three Months Ended March 31, 2007 2006 % Chg ---- ---- ----- Gross Premiums Written - ---------------------- Commercial Lines $215.2 $218.0 (1.3)% Specialty Lines 45.6 47.5 (4.0)% Personal Lines 102.6 107.2 (4.3)% ------ ------ All Lines $363.4 $372.7 (2.5)% ====== ======
Three Months Ended March 31, 2007 2006 % Chg ---- ---- ----- Net Premiums Written - -------------------- Commercial Lines $209.4 $212.4 (1.4)% Specialty Lines 34.6 35.8 (3.4)% Personal Lines 101.3 105.9 (4.3)% ------ ------ All Lines $345.3 $354.1 (2.5)% ====== ======
All Lines gross and net premiums written declined for the three month period ended March 31, 2007 when compared with the same period of the prior year, due primarily to a decline in new business premium production in the Commercial Lines segment and the commercial umbrella/other product line, a decline in premium rates for both Personal and Commercial Lines, lower Commercial Lines assumed premiums from mandatory workers' compensation and commercial auto pools as well as lower in-force policy counts in the Personal Lines segment and commercial umbrella/other product line. This decline was partially offset by improved retention rates in the Personal Lines segment and commercial umbrella/other product line, while the retention rate for Commercial Lines segment was substantially unchanged when compared to the same period of the prior year. The table below summarizes supplemental information which is useful to understand the Company's premium trends:
Three Months Ended March 31, 2007 2006 ---------------------------- New Business Gross Premiums Written - ----------------------------------- Commercial Lines $36.9 $43.5 Commercial umbrella/other 6.1 7.4 Personal Lines 9.5 8.9 Average Renewal Price Increase/(Decrease)1 - ------------------------------------------ Commercial Lines (0.5)% (0.1)% Commercial umbrella/other 2.1% 1.5% Policy Retention Ratio2 - ----------------------- Commercial Lines 78.5% 78.6% Commercial umbrella/other 72.5% 71.1% Personal Lines 84.9% 84.0%
1 When used in this Quarterly Report on Form 10-Q, renewal price increase/(decrease) means the average increase in premium for policies renewed by the Group. The Group revised its methodology for calculating the average renewal price change for the Commercial Lines segment in 2006. Previously the Company calculated this amount by comparing the total expiring premium for the policy with the total renewal premium for the same policy, including endorsement and audit premium on those policies subsequent to the renewal date. The revised methodology is calculated by comparing the total expiring premium for the policy with the total renewal premium for the same policy at the renewal date. Endorsements and audit premium subsequent to the renewal date are excluded from the calculation. The amounts presented in the table above have been restated for all periods to present the percentage using the revised methodology. Renewal price increases include, among other things, the effects of rate increases and changes in the underlying insured exposures of the policy. Only policies issued by the Group in the previous policy term with the same policy identification codes are included. Therefore, renewal price increases do not include changes in premiums for newly issued policies and business assumed through reinsurance agreements. Renewal price increases also do not reflect the cost of any reinsurance purchased on the policies issued. 2 When used in this Quarterly Report on Form 10-Q, policy retention ratio is calculated by dividing policies in force as of March 31 of the current year that were also in force as of March 31 of the prior year by policies in force as of March 31 of the prior year. 14 For Commercial Lines, the decrease in gross and net premiums written for the three month period ended March 31, 2007 is principally the result of lower new business premium production and a reduction in assumed premiums from mandatory workers' compensation and commercial auto pools, while the policy retention ratio remained relatively flat with the first quarter of the prior year. Partially offsetting this decline in new business is an increase of 1.5% in in-force policies. Commercial Lines average renewal prices declined slightly during the first quarter 2007 and 2006, a result of a broad market trend of increased competitive pricing pressure. For Specialty Lines, gross and net premiums written declined for the three month period ended March 31, 2007, primarily the result of declines in the commercial umbrella/other product line as new business premium production was lower than the same period of 2006. This decline is primarily in the unsupported lead umbrella and excess capacity product lines, resulting from our efforts to improve the overall profitability of the commercial umbrella/other product line. Average renewal price increases were 2.1% compared to 1.5% in the first quarter of 2006. The decline in the commercial umbrella/other product line is partially offset by continued growth in the fidelity and surety bond product line during the first quarter, as we continue to leverage our market knowledge and strong producer base. For Personal Lines, approximately half the decline in gross and net premiums written for the three month period ended March 31, 2007 is the result of the continued effect of premium rate reductions. In addition, premiums were further impacted by lower in-force policy counts, partially offset by improved policy retention rates and an increase in new business premiums. During the second half of 2006 and continuing into the first quarter of 2007, an effort has been underway to write new personal auto policies on a 12 month basis rather than a six month basis, which has resulted in an increase in new business premiums. However, new business policy counts for first quarter 2007 are down approximately 8% compared to the same period last year due to increased competition. This transition effort only impacted new policies and does not include the renewals of currently existing six month policies. The following table provides key financial measures for All Lines:
Three Months Ended March 31, 2007 2006 ---- ---- All Lines - --------- Loss ratio 46.3% 52.8% Loss adjustment expense ratio 11.0% 10.3% Underwriting expense ratio 31.9% 31.8% ----- ----- Combined ratio 89.2% 94.9% ===== =====
The improvement in the All Lines combined ratio for the first quarter is primarily the result of 5.8 point improvement in the loss and LAE ratio, a result of increased favorable prior year reserve development and a reduction in large losses (losses over $250,000, excluding catastrophe losses) partially offset by increased catastrophe losses and loss cost trends continuing to increase at a rate faster than premium rate increases. The underwriting expense ratio was impacted by lower earned premium and increased commission and incentive accruals, partially offset by lower premium taxes, assessments and legal expenses. All Lines Loss Ratio Analysis We monitor incurred losses by operating segment, product line, risk classification, geographic region and agency addressing loss ratio issues or trends as part of our ongoing business operations. We also track current accident year large losses, as defined, to monitor severity trends. The following table provides a reconciliation of significant changes to the All Lines loss and LAE ratio for the three month periods ended March 31, 2007 and 2006, respectively.
Three Months Ended March 31, 2007 2006 Pt Chg ---- ---- ------ Ratios as a % of premiums earned - -------------------------------- Current accident year large losses, as defined 3.7% 3.9% (0.2) Catastrophe losses - calendar year basis 1.5% 1.0% 0.5 Loss and LAE development from prior accident years (10.8)% (3.6)% (7.2) All other losses and LAE 62.9% 61.8% 1.1 ------- ----- ----- Total loss and LAE ratio 57.3% 63.1% (5.8) ======= ===== =====
15 An effect of a continuing soft Commercial and Personal Lines market is the upward pressure placed upon the loss and LAE ratio, as reflected in "All other losses" in the table above, which is the result of loss cost trends increasing while premium rates are declining slightly (both new and renewal). Large loss activity can be volatile from year to year as indicated by the Group's experience over the last five years. The current accident year large loss impact on the loss ratio in each of these years, evaluated at March 31 for each of the respective years, is as follows: 2007 3.7% 2006 3.9% 2005 2.5% 2004 2.3% 2003 2.7% The following table summarizes reserve development, net of reinsurance, by operating segment:
Three Months Ended March 31, Year (Favorable)/Unfavorable 2007 2006 2006 Operating Segment ---- ---- ---- - ----------------------- Commercial Lines $(16.3) $ 0.5 $ (7.4) Specialty Lines (12.5) (9.8) (31.8) Personal Lines (8.9) (3.6) (13.0) ------- ------- ------- Total Prior Accident Years' Development $(37.7) $(12.9) $(52.2) ======= ======= =======
The loss and LAE ratio components of the accident year combined ratio measure losses and LAE arising from insured events that occurred in the respective accident year. The current accident year excludes losses and LAE for insured events that occurred in prior accident years. The favorable development is primarily attributable to actual severity being lower than expected, much of which is occurring in the casualty product lines, a result of our more disciplined underwriting and improved claims handling practices which commenced in the 2000/2001 timeframe. The table below summarizes the impact of changes in provision for all prior accident year losses and LAE:
Three Months Ended March 31, 2007 2006 ---- ---- Net liabilities, beginning of period $2,912.3 $2,946.8 (Decrease) in provision for prior accident year claims $(37.7) $(12.9) (Decrease) in provision for prior accident year claims as % of premiums earned (10.8)% (3.6)%
Catastrophe losses for the first quarter 2007 were $5.2 compared to $3.6 in the first quarter 2006. The effect of future catastrophes on the Group's results of operations cannot be accurately predicted. As such, severe weather patterns, acts of war or terrorist activities could have a material adverse impact on the Group's results of operations, future reinsurance pricing and availability of reinsurance. For additional disclosure of catastrophe losses, please refer to Item 15, Losses and LAE Reserves in the Notes to the Consolidated Financial Statements on pages 84 and 85 of the Corporation's 2006 Annual Report on Form 10-K. The table below summarizes the catastrophe loss ratios by operating segment.
Three Months Ended March 31, 2007 2006 ---- ---- Catastrophe Loss Ratio - ---------------------- Commercial Lines 1.1% 0.9% Specialty Lines 0.0% 0.0% Personal Lines 2.8% 1.5% Total All Lines 1.5% 1.0%
16 Segment Discussion The Consolidated Corporation's organizational structure consists of three reportable segments: Commercial, Specialty and Personal Lines. These reportable segments represent the Consolidated Corporation's operating segments. The Consolidated Corporation also has an all other segment, which derives its revenue from investment income of the Corporation. The following tables provide key financial measures for each of the property and casualty reportable segments: Commercial Lines Segment
Three Months Ended March 31, Commercial Lines Segment 2007 2006 - ------------------------------------------------------------------------- Loss ratio 48.2% 57.2% Loss adjustment expense ratio 13.3% 11.6% Underwriting expense ratio 32.9% 33.0% ----- ------ Combined Ratio 94.4% 101.8% ===== ======
The Commercial Lines combined ratio improved for the three month period ended March 31, 2007, a result of a 7.3 point improvement in the loss and LAE ratio driven primarily by favorable prior year reserve development which decreased the ratio by 7.9 points in the first quarter 2007 compared to adverse prior year reserve development of 0.3 points in the same period of the prior year. Also contributing to the improvement in the loss and LAE ratio is a decrease in current accident year large loss activity. These improvements were partially offset by margin compression driven by increasing loss cost trends and premium rates that are declining slightly, as indicated in the below table in the All other losses and LAE line. The underwriting expense ratio was impacted by increased commission and incentive accruals, offset by a decrease in premium taxes and assessments. Commercial Lines Loss Ratio Analysis We monitor incurred losses by product line, risk classification, geographic region and agency addressing loss ratio issues or trends as part of our ongoing business operations. We also track current accident year large losses, as defined, to monitor severity trends. The following table provides a reconciliation of significant changes to the Commercial Lines loss and LAE ratio for the three month period ended March 31, 2007 and 2006, respectively.
Three Months Ended March 31, 2007 2006 Pt Chg ---- ---- ------ Ratios as a % of premiums earned - -------------------------------- Current accident year large losses, as defined 4.3% 5.1% (0.8) Catastrophe losses - calendar year basis 1.1% 0.9% 0.2 Loss and LAE development from prior accident years (7.9)% 0.3% (8.2) All other losses and LAE 64.0% 62.5% 1.5 ----- ----- ----- Total loss and LAE ratio 61.5% 68.8% (7.3) ===== ===== =====
As indicated in the All Lines section, current accident year large loss activity can be volatile from year to year. The current accident year large loss impact on the Commercial Lines loss ratio, evaluated at March 31 for each of the respective years, has been as follows: 2007 4.3% 2006 5.1% 2005 2.3% 2004 2.3% 2003 3.7% 17 The 2007 favorable reserve development described above was primarily concentrated in the commercial multiple peril (CMP) and general liability product lines offset by adverse development in the workers' compensation product line. In 2006, the adverse development was primarily concentrated in the workers' compensation and general liability product lines partially offset by favorable development in the commercial auto and CMP product lines. Specialty Lines Segment
Three Months Ended March 31, Specialty Lines Segment 2007 2006 - ------------------------------------------------------------------------- Loss ratio 18.7% 31.4% Loss adjustment expense ratio 5.2% 5.1% Underwriting expense ratio 39.7% 38.7% ----- ----- Combined Ratio 63.6% 75.2% ===== =====
The Specialty Lines combined ratio improved due to 12.6 point improvement in the loss and LAE ratio partially offset by a 1.0 point increase in the underwriting expense ratio. The improvement in the loss and LAE ratio was primarily driven by an 8.0 point increase in favorable prior year reserve development primarily in the commercial umbrella product line and lower than expected severity. Underwriting expenses increased due primarily to lower earned premium, which puts upward pressure on the ratio and increased incentive and commission accruals. Personal Lines Segment
Three Months Ended March 31, Personal Lines Segment 2007 2006 - ------------------------------------------------------------------------- Loss ratio 52.1% 52.0% Loss adjustment expense ratio 8.6% 9.6% Underwriting expense ratio 27.2% 27.6% ----- ----- Combined Ratio 87.9% 89.2% ===== =====
The Personal Lines combined ratio decreased for the three month period ended March 31, 2007, the result of 0.9 point improvement in the loss and LAE ratio and 0.4 point improvement in the underwriting ratio when compared to the prior year. The loss and LAE ratio improved due to favorable prior year reserve development being 5.2 points higher in the first quarter 2007 partially offset by an increase in catastrophe losses of 1.3 points and margin compression driven by increasing loss cost trends and declining premium rates, as indicated in the below table in the All other losses and LAE line. The underwriting expense ratio improved, primarily due to a reduction in premium taxes, commissions and legal expenses partially offset by increased incentive accruals. The following table provides a reconciliation of significant changes to the Personal Lines loss and LAE ratio for the three month period ended March 31, 2007 and 2006, respectively.
Three Months Ended March 31, 2007 2006 Pt Chg ---- ---- ------ Ratios as a % of premiums earned - -------------------------------- Current accident year large losses, as defined 2.8% 2.9% (0.1) Catastrophe losses - calendar year basis 2.8% 1.5% 1.3 Loss and LAE development from prior accident years (8.3)% (3.1)% (5.2) All other losses and LAE 63.4% 60.3% 3.1 ----- ----- ----- Total loss and LAE ratio 60.7% 61.6% (0.9) ===== ===== =====
As indicated in the All Lines section, current accident year large loss activity can be volatile from year to year. The current accident year large loss impact on the Personal Lines loss ratio, evaluated at March 31 for each of the respective years, has been as follows: 2007 2.8% 2006 2.9% 2005 3.2% 2004 2.8% 2003 2.1% 18 The table below presents the calendar year and accident year combined ratios calculated on a statutory basis. The loss and LAE ratio components of the accident year combined ratio measure losses and LAE arising from insured events that occurred in the respective accident year. The current accident year excludes losses and LAE for insured events that occurred in prior accident years.
Earned Premium and Statutory Combined Ratios Combined Ratios ------------------------------------------------ Earned Premium Calendar Year Accident Year Year to Date Year to Date Year to Date Calendar Accident March 31, March 31, March 31, Year Year (By operating segment) 2007 2007 2007(a) 2006 2006(a) - --------------------------------------------------------------------------------------- Commercial Lines $205.3 95.5% 103.5% 98.7% 99.3% Specialty Lines 36.7 66.7% 100.8% 78.2% 99.3% Personal Lines 107.6 89.8% 98.1% 92.4% 94.7% - --------------------------------------------------------------------------------------- Total All Lines $349.6 90.8% 101.6% 94.5% 97.8% =======================================================================================
(a) The measurement date for accident year data is March 31, 2007. Partial and complete accident periods may not be comparable due to seasonality, claim reporting and development patterns, claim settlement rates and other factors. Investment Results For the three month periods ended March 31, 2007 , consolidated pre-tax investment income increased modestly to $51.7 vs. $50.9 for the same three month period in 2006. For the three month period ended March 31, 2007, net realized gains were $8.0 versus $14.2 for the comparable period in 2006. The Consolidated Corporation realized $9.0 in gross gains and $(1.0) in gross losses for the three month period ended March 31, 2007, respectively. During the three month period ending March 31, 2006, the Consolidated Corporation realized $20.7 in gross gains and $(6.5) in gross losses, respectively. Invested assets comprise a majority of the consolidated assets. Consequently, accounting policies related to investments are critical. For further discussion of investment accounting policies, see the "Critical Accounting Policies" section on page 45 of the Corporation's 2006 Annual Report on Form 10-K. Investments are continually evaluated based on current economic conditions (including the interest rate environment), market value changes and developments specific to each issuer. The difference between the cost/amortized cost and estimated fair value of investments is continually evaluated to determine whether a decline in value is temporary or other than temporary in nature. This determination involves a degree of uncertainty. If a decline in the fair value of a security is determined to be temporary, the decline is recorded as an unrealized loss in shareholders' equity. If a decline in a security's fair value is considered to be other than temporary, the security is written down to the estimated fair value with a corresponding realized loss recognized in the current consolidated statement of income. All securities are monitored by portfolio managers who consider many factors such as an issuer's financial and operating performance, degree of financial flexibility and industry fundamentals in evaluating whether the decline in fair value is temporary. The following table summarizes, for all available-for-sale and held-to- maturity securities, the total gross unrealized losses, excluding gross unrealized gains, by investment category and length of time the securities have continuously been in an unrealized loss position as of March 31, 2007. Available-for-sale securities with unrealized losses:
Less than 12 months 12 months or longer Total ------------------- ------------------- ------------------ Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses ------------------- ------------------- ------------------ Fixed income securities: U.S. government $ 17.7 $(0.2) $ - $ - $ 17.7 $ (0.2) States, municipalities and political subdivisions 145.2 (1.0) 65.3 (0.6) 210.5 (1.6) Corporate securities 109.8 (1.1) 143.7 (2.9) 253.5 (4.0) Mortgage and asset-backed securities 100.7 (0.5) 132.8 (0.9) 233.5 (1.4) - ---------------------------------------------------------------------------------------------- Subtotal 373.4 (2.8) 341.8 (4.4) 715.2 (7.2) Equity securities 39.1 (2.6) 11.0 (0.4) 50.1 (3.0) - ---------------------------------------------------------------------------------------------- Total $412.5 $(5.4) $352.8 $(4.8) $765.3 $(10.2) ==============================================================================================
19 Held-to-maturity securities with unrealized losses:
Less than 12 months 12 months or longer Total ------------------- ------------------- ------------------ Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses ------------------- ------------------- ------------------ Fixed income securities: Corporate securities $ - $ - $116.5 $(3.4) $116.5 $(3.4) Mortgage-backed securities - - 69.0 (1.4) 69.0 (1.4) - ---------------------------------------------------------------------------------------------- Total $ - $ - $185.5 $(4.8) $185.5 $(4.8) ==============================================================================================
Management believes that it will recover the cost basis in the securities held with unrealized losses as it has both the intent and ability to hold the securities until they mature or recover in value. As part of the evaluation of the entire $15.0 aggregate unrealized loss on the investment portfolio, management performed a more intensive review of securities with a relatively higher degree of unrealized loss. Based on a review of each security, management believes that unrealized losses on these securities were temporary declines in value at March 31, 2007. In the tables above, there are approximately 312 securities represented. Of this total, 21 securities have unrealized loss positions greater than 5% of their book values at March 31, 2007, with two exceeding 15%. This group represents $4.0, or 26.7% of the total unrealized loss position. Of this group, 12 securities, representing approximately $2.3 in unrealized losses, have been in an unrealized loss position for less than twelve months. The remaining nine securities have been in an unrealized loss position for longer than twelve months and total $1.7 in unrealized losses. Management believes that it is probable that all contract terms of the security will be satisfied; the unrealized loss position is due to the changes in the interest rate environment; and that it has positive intent and the ability to hold the securities until they mature or recover in value. The amortized cost and estimated fair value of available-for-sale and held- to-maturity fixed income securities in an unrealized loss position at March 31, 2007, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Available-for-sale: Amortized Estimated Unrealized Cost Fair Value Loss - ---------------------------------------------------------------------------- Due in one year or less $ 29.0 $ 28.9 $(0.1) Due after one year through five years 71.1 70.5 (0.6) Due after five years through ten years 206.1 203.5 (2.6) Due after ten years 181.3 178.8 (2.5) Mortgage and asset-backed securities 234.9 233.5 (1.4) - ---------------------------------------------------------------------------- Total $722.4 $715.2 $(7.2) ============================================================================
Held-to-maturity: Amortized Estimated Unrealized Cost Fair Value Loss - ---------------------------------------------------------------------------- Due in one year or less $ 2.6 $ 2.6 $ - Due after one year through five years 35.9 35.1 (0.8) Due after five years through ten years 78.2 75.8 (2.4) Due after ten years 3.2 3.0 (0.2) Mortgage-backed securities 70.4 69.0 (1.4) - ---------------------------------------------------------------------------- Total $190.3 $185.5 $(4.8) ============================================================================
For additional discussion relative to the Consolidated Corporation's investment portfolio, see the "Investment Portfolio" section under "Liquidity and Capital Resources" below and continuing on pages 21 and 22 of this MD&A. LIQUIDITY AND CAPITAL RESOURCES Investment Portfolio The following table sets forth the distribution and other data related to investments at March 31, 2007 and December 31, 2006, respectively. 20
March 31, 2007 December 31, 2006 -------------- ----------------- Average Amortized Carrying % of Amortized Carrying % of Rating Cost Value Total Cost Value Total -------------------------------------------------------------------- U.S. Government: Available-for-sale AAA $ 25.2 $ 25.1 0.6 $ 25.2 $ 25.1 0.6 States, municipalities, and political subdivisions: Investment grade: Available-for-sale AA+ 1,401.9 1,418.8 33.0 1,388.0 1,408.2 33.1 Corporate securities: Investment grade: Available-for-sale A 1,377.9 1,423.1 33.1 1,407.1 1,445.8 34.0 Held-to-maturity A+ 145.4 145.4 3.4 147.7 147.7 3.5 Below Investment grade: Available-for-sale BB 74.7 77.2 1.8 75.6 77.9 1.8 ---------------------------------------------------------- Total corporate securities 1,598.0 1,645.7 38.3 1,630.4 1,671.4 39.3 ---------------------------------------------------------- Mortgage and asset-backed securities: Investment grade: Available-for-sale AAA 604.5 606.7 14.1 555.1 555.3 13.0 Held-to-maturity AAA 84.6 84.6 1.9 88.1 88.1 2.1 ---------------------------------------------------------- Total mortgage and asset-backed securities 689.1 691.3 16.0 643.2 643.4 15.1 ---------------------------------------------------------- Total fixed income securities AA- 3,714.2 3,780.9 87.9 3,686.8 3,748.1 88.1 Equity securities 252.1 468.3 10.9 232.1 458.5 10.8 Cash and cash equivalents 51.6 51.6 1.2 45.6 45.6 1.1 ---------------------------------------------------------- Total investment portfolio, cash and cash equivalents $4,017.9 $4,300.8 100.0 $3,964.5 $4,252.2 100.0 ==========================================================
* Included in the available-for-sale category of the mortgage and asset- backed securities allocation at March 31, 2007 are mortgage-backed securities with a cost of $438.2 and carrying value of $440.3. Included in the available-for-sale category of the mortgage and asset-backed securities allocation at December 31, 2006 are mortgage-backed securities with a cost of $397.3 and carrying value of $397.9. The remaining balance within this category for both 2007 and 2006 are asset-backed securities. All of the securities at both March 31, 2007 and December 31, 2006 within the held-to- maturity category of this security allocation are mortgage-backed securities. ** Included in equity securities as of March 31, 2007 are common stock with a cost of $150.8 and carrying value of $364.2 and preferred stock with a cost of $101.3 and carrying value of $104.1. Included in equity securities as of December 31, 2006 are common stock with a cost of $135.8 and carrying value of $360.4 and preferred stock with a cost of $96.3 and carrying value of $98.1. The fixed income portfolio is allocated between available-for-sale and held- to-maturity as follows:
March 31, 2007 December 31, 2006 -------------- ----------------- Amortized Carrying % of Amortized Carrying % of Cost Value Fixed Cost Value Fixed --------------------------------------------------------------- Total available-for-sale fixed income securities $3,484.2 $3,550.9 93.9 $3,451.0 $3,512.3 93.7 Total held-to-maturity fixed income securities 230.0 230.0 6.1 235.8 235.8 6.3 income securities
The fixed income portfolio is allocated between investment grade and below investment grade securities as follows:
March 31, 2007 December 31, 2006 -------------- ----------------- Amortized Carrying % of Amortized Carrying % of Cost Value Fixed Cost Value Fixed --------------------------------------------------------------- Total investment grade $3,639.5 $3,703.7 98.0 $3,611.2 $3,670.2 98.0 Total below investment grade 74.7 77.2 2.0 75.6 77.9 2.0
Fixed income securities are classified as investment grade or non- investment grade based upon the higher of the ratings provided by Standard and Poor's (S&P) and Moody's Investor Service (Moody's). When a security is not rated by either S&P or Moody's, the classification is based on other rating services, including the Securities Valuation Office of the National Association of Insurance Commissioners. 21 A primary return objective of the fixed income portfolio is to maximize after tax investment income within approved risk criteria inclusive of quality, duration, diversification and liquidity requirements within the overall portfolio. The duration of the fixed income portfolio, which for this purpose includes short-term securities, was approximately 4.9 years at March 31, 2007 compared with 4.8 years at December 31, 2006. To mitigate interest rate risk to the fixed income portfolio, maturities are laddered across the yield curve. Additionally, the Consolidated Corporation remains fully invested and does not attempt to time the markets. Equity securities are carried at fair market value on the consolidated balance sheets. As a result, shareholders' equity and statutory surplus fluctuate with changes in the value of the equity portfolio. As of March 31, 2007, the equity portfolio consisted of stocks in a total of 89 separate entities covering all ten major S&P industry sectors. Of this total, 17.1% was invested in five companies and the largest single position was 4.9% of the equity portfolio. At December 31, 2006, the equity portfolio consisted of stocks in 83 separate entities in ten major S&P industry sectors. Of this total, 19.0% were invested in five companies and the largest single position was 4.9% of the equity portfolio. In addition to fixed income and equity securities which have a readily available market value, the investment portfolio also includes securities that do not have a readily available market value such as private placements, non-exchange traded equities and limited partnerships which are carried at fair value. Fair values for these types of securities are based on valuations from pricing services, brokers and other methods as determined by management to provide the most accurate price. The carrying value of this portfolio at March 31, 2007 was $204.3 compared to $229.3 at December 31, 2006. The excess of carrying value over cost of the available-for-sale investment portfolio was $282.9 at March 31, 2007 compared with $287.7 at December 31, 2006. The decrease in unrealized gains in the first quarter 2007 is primarily the result of the sale of certain highly appreciated equity securities, partially offset by an increase in the market values of fixed income securities, the result of a modest decline in short and intermediate interest rates. Losses and Loss Adjustment Expenses The Group's largest liabilities are reserves for losses and LAE. Loss and LAE reserves (collectively "loss reserves") are established for all incurred claims without discounting for the time value of money. Before credit for reinsurance recoverables, these reserves amounted to $2.9 billion at both March 31, 2007 and December 31, 2006, respectively. As of March 31, 2007, the loss reserves by operating segment were as follows: $1,919.8 Commercial Lines, $626.0 Specialty Lines and $366.4 Personal Lines. The Group purchases reinsurance to mitigate the impact of large losses and catastrophic events. Loss reserves ceded to reinsurers amounted to $587.3 and $585.7 at March 31, 2007 and December 31, 2006, respectively. The Group conducts a quarterly review of loss reserves using the methods described in its Annual Report on Form 10-K for the year ended December 31, 2006 and records its best estimate each quarter based on that review. In the opinion of management, the reserves recorded at March 31, 2007 represent the Group's best estimate of its ultimate liability for losses and LAE. However, due to the inherent complexity of the estimation process and the potential variability of the assumptions used, final claim settlements may vary significantly from the amounts recorded. Furthermore, the timing, frequency and extent of adjustments to the estimated liabilities cannot be predicted with certainty since conditions and events which established historical loss reserve development and which serve as the basis for estimating ultimate claim costs may not occur in exactly the same manner, if at all. Loss reserves are an estimate of ultimate unpaid costs of losses and LAE for claims that have been reported and claims that have been incurred but not yet reported. Loss reserves do not represent an exact calculation of liability, but instead represent estimates, generally utilizing actuarial expertise and reserving methods, at a given accounting date. These loss reserve estimates are expectations of what the ultimate settlement and administration of claims will cost upon final resolution in the future, based on the Group's assessment of facts and circumstances then known. In establishing reserves, the Group also takes into account estimated recoveries for reinsurance, salvage and subrogation. The process of estimating loss reserves involves a high degree of judgment and is subject to a number of risk factors. These risk factors can be related to both internal and external events, such as changes in claims handling procedures, economic inflation, legal trends and legislative changes, among others. Please refer to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2006, for a 22 detailed discussion of these risk factors. The impact of these items on ultimate costs for loss and LAE is difficult to estimate. Loss reserve estimation differs by product line due to differences in claim complexity, the volume of claims, the potential severity of individual claims, the determination of occurrence date for a claim and reporting lags (the time between the occurrence of the policyholder loss event and when it is actually reported to the insurer). Informed judgment is applied throughout the process. The Group continually refines its loss reserve estimates in a regular ongoing process as historical loss experience develops and additional claims are reported and settled. The Group considers all significant facts and circumstances known at the time loss reserves are established. Due to the inherent uncertainty underlying loss reserve estimates, final resolution of the estimated liability will be different from that anticipated at the reporting date. Therefore, actual paid losses in the ' future may yield a materially different amount than currently reserved--favorable or unfavorable. The Group reflects adjustments to loss reserves in the results of operations in the period the estimates are changed. The following table displays case, IBNR and LAE reserves by product line gross of reinsurance recoverables. Case reserves represent amounts determined for each claim based on the known facts regarding the claim and the parameters of the coverage that our policy provides. The IBNR reserves include provisions for incurred but not reported claims, provisions for losses in excess of the case reserves on previously reported claims, claims to be reopened and a provision for uncertainty in recognition of the variability and risk factors described below. The IBNR provision also includes an offset for anticipated salvage and subrogation recoveries. LAE reserves are an estimate of the expenses related to resolving and settling claims. Reserves ceded to reinsurers and reserves net of reinsurance are also shown. Loss and LAE Reserves as of March 31, 2007 and December 31, 2006:
March 31, 2007 - -------------- Gross Total Total Operating Segment Case IBNR LAE Total Ceded Net - ----------------------------------------------------------------------------------------- Commercial Lines $ 756.6 $ 791.8 $371.4 $1,919.8 $200.9 $1,718.9 Workers' compensation 422.5 364.8 71.0 858.3 164.3 694.0 Commercial auto 113.4 109.9 43.2 266.5 10.0 256.5 General liability 66.6 119.2 98.1 283.9 6.3 277.6 CMP, fire & inland marine 154.1 197.9 159.1 511.1 20.3 490.8 Specialty Lines 113.9 421.7 90.4 626.0 318.2 307.8 Commercial umbrella/other 104.9 420.9 85.2 611.0 314.2 296.8 Fidelity & surety 9.0 0.8 5.2 15.0 4.0 11.0 Personal Lines 186.5 120.1 59.8 366.4 68.2 298.2 Personal auto & umbrella 158.3 84.8 44.1 287.2 68.1 219.1 Personal property 28.2 35.3 15.7 79.2 0.1 79.1 Total All Lines $1,057.0 $1,333.6 $521.6 $2,912.2 $587.3 $2,324.9 - -----------------------------------------------------------------------------------------
23
December 31, 2006 - ----------------- Gross Total Total Operating Segment Case IBNR LAE Total Ceded Net - ----------------------------------------------------------------------------------------- Operating Segment Commercial Lines $ 743.9 $ 784.6 $369.2 $1,897.7 $185.3 $1,712.4 Workers' compensation 413.7 352.1 70.8 836.6 149.3 687.3 Commercial auto 112.4 105.2 43.8 261.4 7.2 254.2 General liability 64.2 124.6 96.1 284.9 6.0 278.9 CMP, fire & inland marine 153.6 202.7 158.5 514.8 22.8 492.0 Specialty Lines 122.3 429.3 90.3 641.9 334.7 307.2 Commercial umbrella/other 112.3 428.6 84.8 625.7 330.2 295.5 Fidelity & surety 10.0 0.7 5.5 16.2 4.5 11.7 Personal Lines 191.0 119.3 62.4 372.7 65.7 307.0 Personal auto & umbrella 162.5 83.5 45.9 291.9 65.5 226.4 Personal property 28.5 35.8 16.5 80.8 0.2 80.6 Total All Lines $1,057.2 $1,333.2 $521.9 $2,912.3 $585.7 $2,326.6 - -----------------------------------------------------------------------------------------
Reserve variability and uncertainty - ----------------------------------- There is a great deal of uncertainty in the loss reserve estimates and unforeseen events can have unfavorable impacts on the loss reserve estimates. Reinsurance is purchased to mitigate the impact of large losses and catastrophic events. However, substantial variability exists on a net of reinsurance basis. The estimate of reinsurance recoverables is considered a critical accounting estimate and is discussed on pages 45 and 46 of the Annual Report on Form 10-K for the year ended December 31, 2006. Loss reserve uncertainty is illustrated by the variability in reserve development presented in the Analysis of Development of Loss and LAE Liabilities schedule which appears on pages 11 and 12 under Item 1 of the Annual Report on Form 10-K for the year ended December 31, 2006. To illustrate the uncertainty by operating segment, the table presented in the All Lines discussion of this MD&A on page 16 provides the before-tax amount of prior accident years' loss reserve development by operating segment on a net of reinsurance basis for the three months ended March 31, 2007 and 2006. This table illustrates the variability of reserves between operating segments, and from period to period. Within each operating segment, development can also be favorable or adverse by product line within the same period. For example, for the Commercial Lines operating segment in the three months ended March 31, 2007, the Workers Compensation product line had adverse development of $8.0 while the CMP product line had favorable development of $14.9. Reserve estimates are also uncertain by accident period. To illustrate this, the following table provides the before-tax amount of prior accident years' loss and LAE reserve development by accident year on a net of reinsurance basis for all lines combined:
Three Months Ended March 31, Year 2007 2006 2006 ------------------ ---- (Favorable)/Unfavorable - ----------------------- Accident Year 2006 $ (5.2) $ - $ - Accident Year 2005 (12.1) (2.8) (21.2) Accident Year 2004 and Prior (20.4) (10.1) (31.0) ------- ------- ------- Total Prior Accident Years' Development $(37.7) $(12.9) $ 52.2 ======= ======= =======
The Group does not prepare loss reserve ranges, nor does it project future variability, when determining its best estimate, although the above examples of actual historical changes in loss reserve estimates provide a measure of the uncertainty underlying the current loss reserve estimates. The Loss Reserve process takes all risk factors into account, but no one risk factor has been bifurcated to perform a sensitivity or variability analysis because the risk factors were considered in the aggregate. Please refer to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2006, for a broader discussion of reserve variability and uncertainty. 24 Cash Flow Net cash provided by operating activities increased to $54.4 for the first three months of 2007 compared with $28.5 for the same period in 2006, driven primarily by improved operating results. Net cash used in investing activities was $24.3 compared with $27.0 during the first three months of 2006. Cash used in financing activities was $24.1 in the first three months of 2007 compared with $2.9 in the first three months of 2006. Repurchases of the Corporation's common stock and an increase in the shareholder dividend were the primary reasons for the increase in cash used in financing activities during 2007. See Part II, Item 2, for additional information regarding the share repurchase program. Liquidity needs of the Group are expected to be met by net cash generated from operations, maturities of investments, interest and dividend receipts and current cash balances. For additional information regarding Liquidity of the Corporation, please see below. Debt For a discussion regarding Debt of the Corporation, please refer to Note VII in the Notes to the Consolidated Financial Statements on pages 10 and 11 of this Quarterly Report on Form 10-Q. On March 5, 2007 the Corporation filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission with respect to the issuance of securities, including debt securities, common and preferred shares, warrants and share purchase contracts and units, as well as trust preferred securities or a combination of the above. This registration statement replaced the Corporation's previously filed shelf. While the Corporation has no intention currently to issue securities from the new filing, the new registration statement provides the Corporation flexibility in accessing the capital markets in the future. At March 31, 2007, the Corporation had cash and marketable securities, totaling $355.7, which compared to $326.6 at December 31, 2006. In addition to investment income, the Corporation is dependent on dividend payments from the Company for additional liquidity. Insurance regulatory authorities impose various restrictions on the payment of dividends by insurance companies. During 2007, dividend payments from the Company to the Corporation are limited to approximately $206.0 without prior approval from the Ohio Department of Insurance. During the first three months of 2007, the Company paid dividends of $45.0 to the Corporation resulting in a dividend payment limitation of $161.0 for the remainder of 2007. Book Value Per Share At March 31, 2007, the book value per share of the Consolidated Corporation increased $0.86 per share from $25.79 per share to $26.65 per share when compared to book value at December 31, 2006. This increase is principally the result of improved profitability offset by declines in unrealized gains and the affects of the share repurchase and dividend programs. At March 31, 2007 and December 31, 2006 there were 59,907,567 and 60,322,692 actual shares outstanding, respectively. Below is a table reconciling the changes in book value per share from December 31, 2006 to March 31, 2007. December 31, 2006 $25.79 Activity year-to-date March 2007: Net income 1.05 Change in unrealized gains (0.04) Impact of share repurchase program (0.03) Dividend to shareholders (0.13) Other 0.01 ------ March 31, 2007 $26.65 ====== Rating Agencies Regularly the financial condition of the Consolidated Corporation and the Group is reviewed by four independent rating agencies, A. M. Best Company (A.M. Best), Fitch, Inc. (Fitch), Moody's and S&P. These agencies assign ratings and rating outlooks reflecting the agencies' opinions of the Group's financial strength and the ability of the Corporation to meet its financial obligations to its debt security holders. On 25 March 20, 2007, A.M. Best announced that it upgraded the financial strength rating to A for the Group and upgraded the Corporation's senior unsecured debt rating to bbb. At this time, the rating outlook is stable. Following are the Consolidated Corporation's current ratings and rating outlooks.
A.M. Best Fitch Moody's S&P --------- ----- ------- --- Financial strength rating (Group) A A A3 A- Senior unsecured debt rating (Corporation) bbb BBB Baa3 BBB- Rating outlook Stable Stable Positive Stable
For more information on the rating agency actions, please refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the Corporation's 2006 Annual Report on Form 10-K for the year ended December 31, 2006. Forward Looking Statements Ohio Casualty Corporation publishes forward-looking statements relating to such matters as anticipated financial performance, business prospects and plans, regulatory developments and similar matters. The statements contained in this Management's Discussion and Analysis that are not historical information, are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The operations, performance and development of the Consolidated Corporation's business are subject to risks and uncertainties which may cause actual results to differ materially from those contained in or supported by the forward looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Consolidated Corporation's business include the following: changes in property and casualty reserves; catastrophe losses; premium and investment growth; product pricing environment; changes in government regulation; performance of financial markets; fluctuations in interest rates; availability and pricing of reinsurance; litigation and administrative proceedings; rating agency actions; acts of war and terrorist activities; ability to appoint and retain agents; ability to achieve premium targets and profitability goals; and general economic and market conditions. ITEM 3. Quantitative and Qualitative Disclosures about Market Risk There have been no material changes in the information about market risk set forth in the Corporation's 2006 Annual Report on Form 10-K. ITEM 4. Controls and Procedures (a) The Corporation's Chief Executive Officer and Chief Financial Officer evaluated the disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Corporation's disclosure controls and procedures are effective. (b) There were no significant changes in the Corporation's internal control over financial reporting identified in connection with the foregoing evaluation that occurred during the Corporation's last fiscal quarter that have affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting. PART II Other Information ITEM 1. Legal Proceedings Reference is made to the fourth paragraph of Part I, Item 3 Legal Proceedings to the Corporation's Form 10-K for the fiscal year ended December 31, 2006 regarding the matter captioned Georgia Hensley, et al. v. Computer Sciences Corporation, et al. The Hensley proceeding (involving approximately 400 different entities) has been dismissed without prejudice as to the Corporation. A separate class action complaint entitled Dusty Easley, et al. v. The Ohio Casualty Insurance Company, American Fire and Casualty 26 Company, Avomark Insurance Company, Ohio Casualty Corporation, Ohio Security Insurance Company, and West American Insurance Company was filed in the Circuit Court of Miller County, Arkansas in March, 2007. The Easley proceeding alleges substantially the same counts alleged in the Hensley proceeding and includes the same putative class. Plaintiffs and Defendants in the Easley proceeding have filed a Stipulation of Settlement and Motion for Preliminary Approval seeking approval of a settlement of the case. If the proposed settlement is approved in the Easley matter then plaintiffs in the Hensley proceeding will also seek to amend the dismissal of the Corporation with prejudice. The settlement, if approved and after giving effect to amounts currently reserved, is not expected to have a material adverse effect on the financial condition, liquidity or results of operation of the Consolidated Corporation. ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds During the third quarter of 2006, the Corporation completed the share repurchase program which was authorized by the Corporation's Board of Directors in the third quarter of 2005. In September 2006, the Board of Directors approved another share purchase program with authorization to repurchase up to $100.0 of the Corporation's common stock. The repurchases may be made in the open market or in privately negotiated transactions from time to time and are funded from available working capital. During the first quarter of 2007, the Corporation repurchased 578,904 shares under the new program at an average cost of $29.63. The table below summarizes the status of share repurchases during the first quarter ended March 31, 2007 under the program.
ISSUER PURCHASES OF EQUITY SECURITIES - -------------------------------------------------------------------------- (c) Total Number (d) Maximum of Shares Number of Purchased Dollars that as Part of May Yet Be (a) Total Publicly Used Number of (b) Average Announced Under the Shares Cost Paid Plans or Plans or Period Purchased per Share Programs Programs - -------------------------------------------------------------------------- January 1 - 31, 2007 454,774 $29.54 454,774 58,581,347 February 1 - 28, 2007 123,830 29.96 123,830 54,871,877 March 1 - 31, 2007 - - - 54,871,877 ------- ------- Total 578,604 $29.63 578,604 54,871,877
ITEM 5. Other Information On May 7, 2007, the Corporation filed with the SEC a Current Report on Form 8-K announcing it had entered into an Agreement and Plan of Merger (the "Merger Agreement"), among Liberty Mutual Insurance Company ("Liberty") and Waterfall Merger Corp., a wholly owned direct subsidiary of Liberty. For more details about the above referenced transaction, see Note XII - Subsequent Events in the Notes to the Consolidated Financial Statements included in this Form 10-Q and the above referenced Current Report on Form 8-K filed with the SEC. ITEM 6. Exhibits Exhibits: 10.11a First Amendment to Credit Agreement dated as of March 15, 2007 between Ohio Casualty Corporation and LaSalle Bank National Association as Agent. 31.1 Certification of Chief Executive Officer of Ohio Casualty Corporation in accordance with SEC Rule 13(a) and Rule 15(d). 27 31.2 Certification of Chief Financial Officer of Ohio Casualty Corporation in accordance with SEC Rule 13(a) and Rule 15(d). 32.1 Certification of Chief Executive Officer of Ohio Casualty Corporation in accordance with Section 1350 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer of Ohio Casualty Corporation in accordance with Section 1350 of the Sarbanes-Oxley Act of 2002. Exhibits incorporated by reference: 4f Ohio Casualty Corporation's Registration Statement filed on Form S-3 (333-141070). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OHIO CASUALTY CORPORATION ------------------------- (Registrant) May 9, 2007 /s/Michael A. Winner -------------------------------------- Michael A. Winner, Executive Vice President and Chief Financial Officer 28 EX-31 2 exh31-1.txt CEO CERTIFICATION Exhibit 31.1 CERTIFICATION I, Dan R. Carmichael, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Ohio Casualty Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation, of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 9, 2007 /s/Dan R. Carmichael ------------------------------------- Dan R. Carmichael President and Chief Executive Officer EX-31 3 exh31-2.txt CFO CERTIFICATION Exhibit 31.2 CERTIFICATION I, Michael A. Winner, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Ohio Casualty Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation, of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 9, 2007 /s/Michael A. Winner -------------------------------------- Michael A. Winner Executive Vice President and Chief Financial Officer EX-32 4 exh32-1.txt CEO CERTIFICATION Exhibit 32.1 CERTIFICATION I, Dan R. Carmichael, President and Chief Executive Officer of Ohio Casualty Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: 1. The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2007 (the "Report") fully complies with the requirements of Section 13(a) of the Securities; Exchange Act of 1934 (15 U.S.C. 78m); and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: May 9, 2007 /s/Dan R. Carmichael --------------------------------------------- Name: Dan R. Carmichael Title: President and Chief Executive Officer A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-32 5 exh32-2.txt CFO CERTIFICATION Exhibit 32.2 CERTIFICATION I, Michael A. Winner, Executive Vice President and Chief Financial Officer of Ohio Casualty Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: 1. The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2007 (the "Report") fully complies with the requirements of Section 13(a) of the Securities; Exchange Act of 1934 (15 U.S.C. 78m); and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: May 9, 2007 /s/Michael A. Winner ------------------------------------------ Name: Michael A. Winner Title: Executive Vice President and Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. EX-10 6 exh10-11a.txt EXH 10 - FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 10.11a FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of March 15, 2007, is entered into by and among Ohio Casualty Corporation, an Ohio corporation ("Borrower"), the Lenders party hereto, LaSalle Bank National Association, as Agent (in such capacity, "Agent"), Joint Lead Arranger and Sole Bookrunner, Banc of America Securities LLC, as Joint Lead Arranger and Bank of America, N.A. as Syndication Agent R E C I T A L S WHEREAS, Borrower, Agent, the Lenders and the other parties named therein have entered into that certain Credit Agreement, dated as of February 16, 2006 (as amended hereby and as hereafter amended, supplemented, modified and/or restated from time to time, the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Agreement; and WHEREAS, Borrower has requested and Agent and the Lenders are willing to, among other things, extend the Facility Termination Date, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Amendments. As of the date hereof, the following ---------- sections of the Agreement shall be and hereby are amended as follows: (A) Recitals. The foregoing recitals are hereby incorporated -------- into and made a part of this Amendment, including all defined terms referenced therein. (B) Section 1.1 (Definitions). The Agreement is hereby amended ------------------------- by deleting the defined term "Facility Termination Date" in its entirety and inserting the following in its stead: " "Facility Termination Date" means March 16, 2012." (C) Section 1.1 (Definitions). The Agreement is hereby amended ------------------------- by deleting the defined term "Applicable Margin" in its entirety and inserting the following in its stead: " "Applicable Margin" means, for any day, the percentage per annum set forth below opposite the level (the "Level") then in effect based on Borrower's then applicable Senior Unsecured Debt Rating, it being understood that the Applicable Margin for (i) LIBOR Loans shall be the percentage set forth under the column "LIBOR Margin," (ii) the Non-Use Fee Rate shall be the percentage set forth under the column "Non-Use Fee Rate" and (iii) the L/C Fee Rate shall be the percentage set forth under the column "L/C Fee Rate":
LIBOR Non-Use L/C Fee Level Senior Unsecured Debt Rating Margin Fee Rate Rate - ----- ---------------------------- ------ -------- ---- I >A- or A3 0.35% .07% 0.35% - II BBB+ or Baa1 0.40% .08% 0.40% III BBB or Baa2 0.50% .10% 0.50% IV BBB- or Baa3 0.625% .125% 0.625% V Below BBB- or Baa3 0.875% .175% 0.875%
For purposes of the foregoing, (a) if none of the Ratings Agencies shall have in effect a Senior Unsecured Debt Rating, the Applicable Margin will be set in accordance with Level V; (b) if only one of the Ratings Agencies shall have in effect a Senior Unsecured Debt Rating, the Applicable Margin shall be determined by reference to the available rating; (c) if only two of the Ratings Agencies shall have in effect a Senior Unsecured Debt Rating and such ratings fall within different levels, the Applicable Margin shall be based upon the higher rating unless such ratings differ by two or more levels, in which case the applicable level will be deemed to be one level below the higher of such levels; (d) if the ratings established by the Ratings Agencies shall fall within three different levels, then the Applicable Margin shall be determined by reference to the middle level of such three different levels; (e) if the ratings established by the Ratings Agencies shall fall within different levels and two of the ratings fall within the same level (the "Majority Level"), and the third rating is in a different level, then the Applicable Margin shall be determined by reference to the Majority Level; and (f) if any rating established by the Ratings Agencies shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change." SECTION 2. Conditions. This Amendment, and the waivers, ---------- consents and amendments contained herein, shall be effective only upon and subject to satisfaction of the following conditions precedent: (A) Agent shall have received this Amendment duly executed by the parties hereto. (B) Agent shall have received such other approvals, opinions, documents, agreements, instruments, certificates, schedules and materials as Agent or any Lender may request in their reasonable discretion. SECTION 3. Agreement in Full Force and Effect as Amended. --------------------------------------------- Except as specifically amended, consented and/or waived hereby, the Agreement and other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Agreement or any other Loan Document or any right, power or remedy of Agent or Lenders, nor constitute a waiver of any provision of the Agreement or any other Loan Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Unmatured Default or Default under any of the foregoing, in each case whether arising before or after the date hereof or 2 as a result of performance hereunder or thereunder. This Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to Agent and/or Lenders whether under the Agreement, the other Loan Documents, at law or otherwise. All references to the Agreement shall be deemed to mean the Agreement as modified hereby. This Amendment shall not constitute a novation or satisfaction and accord of the Agreement and/or other Loan Documents, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Agreement and Loan Documents as amended by this Amendment, as though such terms and conditions were set forth herein. Each reference in the Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of similar import shall mean and be a reference to the Agreement as amended by this Amendment, and each reference herein or in any other Loan Document to the "Loan Agreement" or "Credit Agreement" shall mean and be a reference to the Agreement as amended and modified by this Amendment. SECTION 4. Representations. Borrower hereby represents and --------------- warrants to Agent and Lenders as of the date of this Amendment and as of the date hereof as follows: (A) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization; (B) the execution, delivery and performance by it of this Amendment and all other Loan Documents executed and/or delivered in connection herewith are within its powers, have been duly authorized, and do not contravene (i) its articles of organization, operating agreement, or other organizational documents, or (ii) any applicable law; (C) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority or other Person, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment or any other Loan Documents executed and/or delivered in connection herewith by or against it; (D) this Amendment and all other Loan Documents executed and/or delivered in connection herewith have been duly executed and delivered by it; (E) this Amendment and all other Loan Documents executed and/or delivered in connection herewith constitute its legal, valid and binding obligation enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity; (F) after giving effect to this Amendment, it is not in default under the Loan Documents and no Unmatured Default or Default exists, has occurred and is continuing or would result by the execution, delivery or performance of this Amendment; and (G) the representations and warranties contained herein and in all other Loan Documents are true and correct in all material respects as of the date hereof, except for such representations and warranties limited by their terms to a specific date. SECTION 5. Miscellaneous. ------------- (A) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. Each party agrees that it will be bound by its own facsimile signature and that it accepts the facsimile signature of each other party. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof or thereof. Whenever the context and construction so require, all words herein in the singular number herein shall be deemed to have been used in the plural, and vice versa, 3 and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. (B) This Amendment may not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified orally or by any course of dealing or in any manner other than as provided in the Agreement. This Amendment shall be considered part of the Agreement and shall be a Loan Document for all purposes under the Agreement and other Loan Documents. (C) This Amendment, the Agreement and the Loan Documents constitute the final, entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and thereto. There are no unwritten oral agreements between the parties with respect to the subject matter hereof and thereof. (D) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT. (E) Borrower may not assign, delegate or transfer this Amendment or any of its rights or obligations hereunder. No rights are intended to be created under this Amendment for the benefit of any third party donee, creditor or incidental beneficiary of Borrower. Nothing contained in this Amendment shall be construed as a delegation to Agent or Lenders of Borrower's duty of performance, including, without limitation, any duties under any account or contract in which Agent or Lenders have a security interest or Lien. This Amendment shall be binding upon Borrower and its successors and assigns. (F) Borrower hereby (i) agrees that this Amendment shall not limit or diminish the obligations of Borrower under the Loan Documents, (ii) reaffirms its obligations under each of the Loan Documents to which it is a party, and (iii) agrees that each of such Loan Documents remains in full force and effect and is hereby ratified and confirmed. (G) All representations and warranties made in this Amendment shall survive the execution and delivery of this Amendment and no investigation by Agent or Lenders shall affect such representations or warranties or the right of Agent or Lenders to rely upon them. (H) BORROWER HEREBY ACKNOWLEDGE THAT THE BORROWER'S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS- COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE AGENT OR ANY LENDER. THE BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER 4 DISCHARGES AGENT AND EACH LENDER AND ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASED PARTIES"), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. [SIGNATURES APPEAR ON FOLLOWING PAGES] 5 IN WITNESS WHEREOF, the parties have caused this First Amendment to Credit Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written to be effective as of the date hereof. OHIO CASUALTY CORPORATION By: --------------------------------- Name: A. Larry Sisk Title: Vice President and Treasurer 6 LASALLE BANK NATIONAL ASSOCIATION, as a Lender and as Agent By: --------------------------------- Name: Brandon S. Allison Title: Vice President 7 BANK OF AMERICA, N.A., as a Lender By: --------------------------------- Name: ------------------------------ Title: ----------------------------- 8 FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, as a Lender By: --------------------------------- Name: Daniel G. Griesinger Title: First Vice President 9 WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: --------------------------------- Name: ------------------------------ Title: ----------------------------- By: --------------------------------- Name: ------------------------------ Title: ------------------------------ 10 U.S. BANK, N.A., as a Lender By: --------------------------------- Name: ------------------------------- Title: ------------------------------ 11 -----END PRIVACY-ENHANCED MESSAGE-----