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Liberty Mutual Holding Company Inc. and LMHC Massachusetts Holdings Inc

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Liberty Mutual Holding Company Inc. and LMHC Massachusetts Holdings Inc OFFERING MEMORANDUM Liberty Mutual Group Inc. €750,000,000 2.75% Senior Notes due 2026 Irrevocably and Unconditionally Guaranteed by Liberty Mutual Holding Company Inc. and LMHC Massachusetts Holdings Inc. Liberty Mutual Group Inc. (“Liberty Mutual”) is offering €750,000,000 aggregate principal amount of its 2.75% Senior Notes due 2026 (the “Notes”). Liberty Mutual will pay interest on the Notes on May 4 of each year, beginning on May 4, 2017. The Notes will mature on May 4, 2026. Liberty Mutual may, at its option, redeem the Notes, in whole or in part, at any time at the “make-whole” redemption price described in this Offering Memorandum. In addition, Liberty Mutual may redeem the Notes in whole, but not in part, at any time at a price equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to be redeemed to the date of redemption, in the event of certain developments affecting U.S. taxation as described under “Description of Notes—Redemption for Tax Reasons.” The Notes will be Liberty Mutual’s unsecured senior obligations and will rank equally in right of payment with all of its existing and future unsecured senior indebtedness. The Notes will be irrevocably and unconditionally guaranteed by each of Liberty Mutual Holding Company Inc. (“LMHC”) and LMHC Massachusetts Holdings Inc. (“Massachusetts Holdings”). The guarantees (the “Guarantees”) will be the unsecured senior obligations of both LMHC and Massachusetts Holdings and will rank equally in right of payment with all of their respective existing and future unsecured senior indebtedness. The Notes are expected to be assigned a rating of Baa2 by Moody’s Investor Service, Inc. and BBB by Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agency. A revision, suspension, reduction or withdrawal of a rating may adversely affect the market price of the Notes. There is currently no public market for the Notes. Application has been made to the Irish Stock Exchange plc for the approval of these listing particulars for the Notes and for the Notes to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange plc. This Offering Memorandum constitutes listing particulars for the purposes of listing on the Irish Stock Exchange plc’s Official List and trading on its Global Exchange Market. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Investment in the Notes involves risks. See “Risk Factors” beginning on page 17. Offering Price for the Notes: 99.277%, plus accrued interest, if any, from May 4, 2016. The offer and sale of the Notes have not been, and the Notes will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. Offers and sales of the Notes will be made only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For details about eligible offerees, deemed representations and agreements by investors and transfer restrictions, see “Notice to Investors.” The Managers expect to deliver the Notes to purchasers through the facilities of Clearstream Banking, société anonyme (“Clearstream”), and Euroclear Bank, S.A./N.V. (“Euroclear”), on or about May 4, 2016, which is the fifth business day following the date of this Offering Memorandum. Joint Book-Running Managers Citigroup Deutsche Bank Joint Lead Managers BofA Merrill Lynch HSBC Wells Fargo Securities Barclays BMO Credit Goldman Sachs J.P. Morgan Lloyds Bank MUFG US Bancorp Capital Suisse International Markets Co-Managers BNY Mellon Capital Markets EMEA Ltd. The Royal Bank of Scotland The Williams Capital Group, L.P. April 27, 2016 TABLE OF CONTENTS Important Information About This Offering Memorandum ...................................... ii Notice To Prospective Investors in the European Economic Area ................................. iii Notice to United Kingdom Residents Only ................................................... iv Stabilization ........................................................................... iv Presentation of Financial Information ....................................................... iv Cautionary Notice Regarding Forward-Looking Information ..................................... iv Available Information ................................................................... v Summary ............................................................................. 1 Risk Factors ........................................................................... 17 Use of Proceeds ........................................................................ 44 Capitalization .......................................................................... 45 Business .............................................................................. 46 Selected Consolidated Financial Data ....................................................... 75 Management’s Discussion and Analysis of Financial Condition and Results of Operations ............. 77 Management ........................................................................... 169 Certain Relationships and Related Party Transactions .......................................... 173 Description of Notes ..................................................................... 174 Certain U.S. Federal Income Tax Considerations .............................................. 190 Certain European Union Tax Considerations .................................................. 193 Notice to Investors ...................................................................... 194 Plan of Distribution ..................................................................... 196 Legal Matters .......................................................................... 200 Independent Registered Public Accounting Firm .............................................. 200 Listing and General Information ........................................................... 201 Index to Consolidated Financial Statements .................................................. F-1 We are responsible for the information contained in this Offering Memorandum. We have not, and the managers identified under “Plan of Distribution” (the “Managers”) have not, authorized anyone to provide you with any other information and neither we nor the Managers take any responsibility for other information others may give you. If you receive any unauthorized information, you must not rely on it. Neither we nor the Managers are making or will make an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted or would require the registration or qualification of such Notes under the laws of such jurisdiction. The information contained in this Offering Memorandum may be accurate only as of the date indicated on the front cover regardless of time of delivery of this Offering Memorandum or of any sale of the Notes. Our business, financial condition, results of operations and prospects may have changed since that date. The Managers expect to deliver the Notes to purchasers on or about the date specified on the cover of this Offering Memorandum. See “Plan of Distribution.” i IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM Unless the context otherwise requires, references in this Offering Memorandum to “Liberty Mutual” or “LMGI” refer to Liberty Mutual Group Inc. on a stand-alone, non-consolidated basis. References to the “Company,” “we,” “us,” and “our” are to Liberty Mutual Group Inc. together with its subsidiaries. References to “including” mean “including, but not limited to.” The offer and sale of the Notes have not been, and the Notes will not be, registered under the Securities Act or the securities laws of any other jurisdiction. Liberty Mutual is offering the Notes in reliance on exemptions from registration under the Securities Act for offers and sales of securities that do not involve a public offering. Liberty Mutual is not, and the Managers of the Notes are not, making an offer to sell the Notes in any state or other jurisdiction where the offer or sale is not permitted or would require the registration or qualification of such Notes under the laws of such jurisdiction. You should inform yourself about and comply with any restrictions as to the offering of the Notes and the distribution of this Offering Memorandum. If you purchase the Notes, you will be deemed to have made acknowledgements, representations, warranties and agreements intended to restrict the resale or other transfer of the Notes, as set forth under “Notice to Investors” in this Offering Memorandum. The Notes are subject to restrictions on transferability and resale and may not be transferred or sold except as permitted under the Securities Act and applicable state securities laws or pursuant to registration or exemption under the Securities
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