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 JUNE 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________
Commission file number 1-8661
THE CHUBB CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 13-2595722
------------------------------- --------------------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
15 MOUNTAIN VIEW ROAD, WARREN, NEW JERSEY 07061-1615
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 903-2000
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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES [X] NO [ ]
The number of shares of common stock outstanding as of June 30, 2005 was
198,338,951.
THE CHUBB CORPORATION
INDEX
Page Number
-----------
Part I. Financial Information:
Item 1 - Financial Statements:
Consolidated Statements of Income for the
Three Months and Six Months Ended June 30, 2005 and 2004..... 1
Consolidated Balance Sheets as of
June 30, 2005 and December 31, 2004.......................... 2
Consolidated Statements of Comprehensive Income for the
Three Months and Six Months Ended June 30, 2005 and 2004..... 3
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2005 and 2004...................... 4
Notes to Consolidated Financial Statements.................... 5
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations.............. 9
Item 4 - Controls and Procedures................................ 30
Part II. Other Information:
Item 1 - Legal Proceedings...................................... 31
Item 4 - Submission of Matters to a Vote of Security Holders.... 32
Item 6 - Exhibits............................................... 32
Signatures........................................................ 32
Page 1
Part I. FINANCIAL INFORMATION
Item 1 - Financial Statements
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
PERIODS ENDED JUNE 30
Second Quarter Six Months
------------------ ------------------
2005 2004 2005 2004
-------- -------- -------- --------
(in millions except
for per share amounts)
Revenues
Premiums Earned....................... $3,018.5 $2,861.6 $6,053.6 $5,655.6
Investment Income..................... 348.8 308.6 683.0 604.5
Other Revenues........................ 31.6 19.0 66.1 26.5
Realized Investment Gains............. 52.5 16.7 97.4 97.6
-------- -------- -------- --------
Total Revenues................. 3,451.4 3,205.9 6,900.1 6,384.2
-------- -------- -------- --------
Losses and Expenses
Insurance Losses and Loss Expenses.... 1,818.9 1,805.9 3,653.9 3,546.5
Amortization of Deferred Policy
Acquisition Costs.................... 743.4 703.0 1,474.3 1,390.2
Other Insurance Operating Costs
and Expenses......................... 125.7 159.2 278.9 348.0
Investment Expenses................... 7.1 6.1 15.6 13.4
Other Expenses........................ 25.9 25.8 85.8 53.0
Corporate Expenses.................... 46.4 39.6 95.8 77.8
-------- -------- -------- --------
Total Losses and Expenses...... 2,767.4 2,739.6 5,604.3 5,428.9
-------- -------- -------- --------
Income Before Federal and Foreign
Income Tax............................. 684.0 466.3 1,295.8 955.3
Federal and Foreign Income Tax.......... 188.5 110.2 330.7 238.5
-------- -------- -------- --------
Net Income.............................. $ 495.5 $ 356.1 $ 965.1 $ 716.8
======== ======== ======== ========
Net Income Per Share
Basic.................................. $ 2.52 $ 1.88 $ 4.95 $ 3.80
Diluted................................ 2.45 1.85 4.82 3.73
Dividends Declared Per Share............ .43 .39 .86 .78
See Notes to Consolidated Financial Statements.
Page 2
THE CHUBB CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30, Dec. 31,
2005 2004
--------- ---------
(in millions)
Assets
Invested Assets
Short Term Investments............................... $ 1,461.8 $ 1,307.5
Fixed Maturities
Held-to-Maturity - Tax Exempt (market $267.7
and $338.3)....................................... 252.3 317.2
Available-for-Sale
Tax Exempt (cost $14,509.9 and $13,522.6)......... 15,062.7 14,071.3
Taxable (cost $13,809.8 and $13,362.7)............ 14,089.4 13,620.8
Equity Securities (cost $1,903.4 and $1,687.3)....... 2,075.5 1,841.3
--------- ---------
TOTAL INVESTED ASSETS......................... 32,941.7 31,158.1
Cash................................................... 34.5 41.7
Securities Lending Collateral.......................... 2,620.2 1,853.9
Accrued Investment Income.............................. 369.3 350.0
Premiums Receivable.................................... 2,458.4 2,336.4
Reinsurance Recoverable on Unpaid Losses
and Loss Expenses..................................... 3,497.3 3,483.2
Prepaid Reinsurance Premiums........................... 288.5 328.3
Deferred Policy Acquisition Costs...................... 1,435.5 1,434.7
Real Estate Assets..................................... 413.7 474.2
Investment in Partially Owned Company.................. 284.7 346.2
Deferred Income Tax.................................... 449.8 533.5
Goodwill............................................... 467.4 467.4
Other Assets........................................... 1,343.9 1,452.7
--------- ---------
TOTAL ASSETS.................................. $46,604.9 $44,260.3
========= =========
Liabilities
Unpaid Losses and Loss Expenses........................ $21,092.0 $20,291.9
Unearned Premiums...................................... 6,407.5 6,355.9
Securities Lending Payable............................. 2,620.2 1,853.9
Long Term Debt......................................... 2,813.4 2,813.7
Dividend Payable to Shareholders....................... 85.3 75.0
Accrued Expenses and Other Liabilities................. 2,328.5 2,743.5
--------- ---------
TOTAL LIABILITIES............................. 35,346.9 34,133.9
--------- ---------
Shareholders' Equity
Common Stock - $1 Par Value; 198,338,951 and
195,803,824 Shares.................................... 198.3 195.8
Paid-In Surplus........................................ 1,442.1 1,319.1
Retained Earnings...................................... 8,915.0 8,119.1
Accumulated Other Comprehensive Income
Unrealized Appreciation of Investments, Net of Tax.... 652.9 624.5
Foreign Currency Translation Gains, Net of Tax........ 49.7 79.0
Treasury Stock, at Cost - 3,127,282 Shares in 2004..... - (211.1)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY.................... 11,258.0 10,126.4
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.... $46,604.9 $44,260.3
========= =========
See Notes to Consolidated Financial Statements.
Page 3
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
PERIODS ENDED JUNE 30
Second Quarter Six Months
---------------- ---------------
2005 2004 2005 2004
------ ------- ------ -------
(in millions)
Net Income................................ $495.5 $ 356.1 $965.1 $ 716.8
------ ------- ------ -------
Other Comprehensive Income
Change in Unrealized Appreciation
of Investments, Net of Tax............. 298.8 (516.1) 28.4 (391.6)
Foreign Currency Translation Gains
(Losses), Net of Tax................... (36.4) (2.7) (29.3) 6.9
------ ------- ------ -------
262.4 (518.8) (.9) (384.7)
------ ------- ------ -------
Comprehensive Income (Loss)............... $757.9 $(162.7) $964.2 $ 332.1
====== ======= ====== =======
See Notes to Consolidated Financial Statements.
Page 4
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30
2005 2004
--------- ----------
(in millions)
Cash Flows from Operating Activities
Net Income............................................ $ 965.1 $ 716.8
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Increase in Unpaid Losses and Loss Expenses, Net.... 786.0 938.6
Increase in Unearned Premiums, Net.................. 115.1 291.4
Increase in Premiums Receivable..................... (122.0) (204.3)
Increase in Deferred Policy Acquisition Costs....... (9.0) (49.4)
Change in Deferred Income Tax....................... 79.2 54.1
Depreciation........................................ 47.5 54.1
Realized Investment Gains........................... (97.4) (97.6)
Other, Net.......................................... 127.8 89.7
--------- ----------
Net Cash Provided by Operating Activities............. 1,892.3 1,793.4
--------- ----------
Cash Flows from Investing Activities
Proceeds from Sales of Fixed Maturities............... 3,305.2 1,800.2
Proceeds from Maturities of Fixed Maturities.......... 857.4 1,126.3
Proceeds from Sales of Equity Securities.............. 276.6 465.1
Purchases of Fixed Maturities......................... (5,751.2) (5,848.4)
Purchases of Equity Securities........................ (389.3) (491.9)
Decrease (Increase) in Short Term Investments, Net.... (154.3) 1,068.8
Other, Net............................................ 50.1 29.1
--------- ----------
Net Cash Used in Investing Activities................. (1,805.5) (1,850.8)
--------- ----------
Cash Flows from Financing Activities
Increase (Decrease) in Funds Held Under
Deposit Contracts.................................... (252.7) 22.4
Proceeds from Issuance of Common Stock Under
Incentive and Purchase Plans......................... 317.6 164.0
Dividends Paid to Shareholders........................ (158.9) (141.7)
Other, Net............................................ - 8.6
--------- ----------
Net Cash Provided by (Used in) Financing Activities... (94.0) 53.3
--------- ----------
Net Decrease in Cash.................................... (7.2) (4.1)
Cash at Beginning of Year............................... 41.7 52.2
--------- ----------
Cash at End of Period................................. $ 34.5 $ 48.1
========= ==========
See Notes to Consolidated Financial Statements.
Page 5
THE CHUBB CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) General
The accompanying consolidated financial statements have been
prepared in accordance with U.S. generally accepted accounting principles
and include the accounts of The Chubb Corporation and its subsidiaries
(collectively, the Corporation). Significant intercompany transactions
have been eliminated in consolidation.
The amounts included in this report are unaudited but include those
adjustments, consisting of normal recurring items, which management
considers necessary for a fair presentation. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and related notes in the Notes to Consolidated Financial
Statements included in the Corporation's 2004 Annual Report on Form 10-K.
2) Investments
Short term investments, which have an original maturity of one year
or less, are carried at amortized cost which approximates market value.
Fixed maturities classified as held-to-maturity are carried at amortized
cost. Fixed maturities classified as available-for-sale and equity
securities are carried at market value as of the balance sheet date.
The net change in unrealized appreciation of investments carried at
market value was as follows:
Periods Ended June 30
------------------------------------
Second Quarter Six Months
----------------- ---------------
2005 2004 2005 2004
------ ------- ----- -------
(in millions)
Change in unrealized appreciation of
equity securities................... $ 30.5 $ (39.0) $18.1 $ (5.2)
Change in unrealized appreciation of
fixed maturities.................... 429.2 (755.1) 25.6 (597.2)
------ ------- ----- -------
459.7 (794.1) 43.7 (602.4)
Deferred income tax (credit)......... 160.9 (278.0) 15.3 (210.8)
------ ------- ----- -------
Change in unrealized appreciation
of investments, net................. $298.8 $(516.1) $28.4 $(391.6)
====== ======= ===== =======
Page 6
3) Income Tax
In connection with the sale of a subsidiary a number of years ago,
the Corporation agreed to indemnify the buyer for certain pre-closing tax
liabilities. During the first quarter of 2005, this obligation was settled
with the purchaser. Accordingly, the income tax liability was reduced,
which resulted in the recognition of a tax benefit of $22 million.
4) Segments Information
The principal business of the Corporation is property and casualty
insurance. The profitability of the property and casualty insurance
business depends on the results of both underwriting operations and
investments, which are viewed as two distinct operations. The underwriting
operations are managed and evaluated separately from the investment
function.
The reporting format for property and casualty underwriting results
by business unit was changed in the first quarter of 2005 to more closely
reflect the way the business is now managed. Prior year amounts have been
reclassified to conform with the new presentation.
The property and casualty underwriting operations consist of four
separate business units: personal insurance, commercial insurance,
specialty insurance and reinsurance assumed. The personal segment targets
the personal insurance market. The personal classes include automobile,
homeowners and other personal coverages. The commercial segment includes
those classes of business that are generally available in broad markets
and are of a more commodity nature. Commercial classes include multiple
peril, casualty, workers' compensation and property and marine. The
specialty segment includes those classes of business that are available in
more limited markets since they require specialized underwriting and claim
settlement. Specialty classes include professional liability coverages and
surety. Reinsurance assumed includes the business produced by Chubb Re.
Chubb Financial Solutions' non-insurance business was primarily
structured credit derivatives, principally as a counterparty in portfolio
credit default swap contracts. The Corporation has implemented a plan to
exit the credit derivatives business.
Corporate and other includes investment income earned on corporate
invested assets, corporate expenses and the Corporation's real estate and
other non-insurance subsidiaries.
Page 7
Revenues and income before income tax of the operating
segments were as follows:
Periods Ended June 30
---------------------------------------
Second Quarter Six Months
------------------ ------------------
2005 2004 2005 2004
-------- -------- -------- --------
(in millions)
Revenues
Property and casualty insurance
Premiums earned
Personal insurance............... $ 801.4 $ 741.7 $1,594.2 $1,477.2
Commercial insurance............. 1,267.4 1,178.0 2,524.6 2,323.0
Specialty insurance.............. 727.0 675.2 1,448.9 1,352.5
-------- -------- -------- --------
Total insurance.................. 2,795.8 2,594.9 5,567.7 5,152.7
Reinsurance assumed.............. 222.7 266.7 485.9 502.9
-------- -------- -------- --------
3,018.5 2,861.6 6,053.6 5,655.6
Investment income.................. 331.8 296.8 652.9 580.8
-------- -------- -------- --------
Total property and casualty
insurance....................... 3,350.3 3,158.4 6,706.5 6,236.4
Chubb Financial Solutions
non-insurance business.............. 1.7 1.8 3.2 (3.2)
Corporate and other.................. 46.9 29.0 93.0 53.4
Realized investment gains............ 52.5 16.7 97.4 97.6
-------- -------- -------- --------
Total revenues................... $3,451.4 $3,205.9 $6,900.1 $6,384.2
======== ======== ======== ========
Income (loss) before income tax
Property and casualty insurance
Underwriting
Personal insurance............... $ 132.5 $ 57.8 $ 266.9 $ 81.8
Commercial insurance............. 168.1 304.7 337.4 441.1
Specialty insurance.............. 8.2 (190.5) (21.8) (218.7)
-------- -------- -------- --------
Total insurance.................. 308.8 172.0 582.5 304.2
Reinsurance assumed.............. 16.7 13.2 57.2 19.8
-------- -------- -------- --------
325.5 185.2 639.7 324.0
Increase in deferred policy
acquisition costs............... 4.0 9.8 9.0 49.4
-------- -------- -------- --------
Underwriting income.............. 329.5 195.0 648.7 373.4
Investment income.................. 325.1 291.0 638.5 568.7
Other income (charges)............. 1.0 (1.5) (2.2) (2.5)
-------- -------- -------- --------
Total property and casualty
insurance....................... 655.6 484.5 1,285.0 939.6
Chubb Financial Solutions
non-insurance business.............. (.7) (2.9) (.7) (17.2)
Corporate and other loss............. (23.4) (32.0) (85.9) (64.7)
Realized investment gains............ 52.5 16.7 97.4 97.6
-------- -------- -------- --------
Total income before income tax... $ 684.0 $ 466.3 $1,295.8 $ 955.3
======== ======== ======== ========
Page 8
5) Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
Periods Ended June 30
-----------------------------------
Second Quarter Six Months
-------------- ---------------
2005 2004 2005 2004
---- ---- ---- ----
(in millions
except for per share amounts)
Basic earnings per share:
Net income.......................... $495.5 $356.1 $965.1 $ 716.8
====== ====== ====== =======
Weighted average number of common
shares outstanding................. 196.4 189.5 194.8 188.7
====== ====== ====== =======
Basic earnings per share............ $ 2.52 $ 1.88 $ 4.95 $ 3.80
====== ====== ====== =======
Diluted earnings per share:
Net income.......................... $495.1 $356.1 $965.1 $ 716.8
====== ====== ====== =======
Weighted average number of common
shares outstanding................. 196.4 189.5 194.8 188.7
Additional shares from assumed
exercise of stock-based
compensation awards................ 3.7 3.0 3.7 3.3
Additional shares from assumed
issuance of common stock upon
settlement of purchase contracts
and mandatorily exercisable
warrants........................... 2.2 - 1.9 .1
------ ------ ------ -------
Weighted average number of common
shares and potential common shares
assumed outstanding for computing
diluted earnings per share......... 202.3 192.5 200.4 192.1
====== ====== ====== =======
Diluted earnings per share.......... $ 2.45 $ 1.85 $ 4.82 $ 3.73
====== ====== ====== =======
Page 9
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations for the Six Months Ended June 30, 2005 and 2004 and
for the Quarters Ended June 30, 2005 and 2004
Certain statements in this document are "forward-looking statements" as
that term is defined in the Private Securities Litigation Reform Act of 1995
(PSLRA). These forward-looking statements are made pursuant to the safe harbor
provisions of the PSLRA and include estimates and assumptions related to
economic, competitive, regulatory, judicial, legislative and other developments.
These include statements relating to trends in, or representing management's
beliefs about, our future strategies, operations and financial results, as well
as other statements that include words such as "anticipate," "believe,"
"estimate," "expect," "intend," "may," "plan," "should," "will," or other
similar expressions. Forward-looking statements are made based upon management's
current expectations and beliefs concerning trends and future developments and
their potential effects on us. These statements are not guarantees of future
performance. Actual results may differ materially from those suggested by
forward-looking statements as a result of risks and uncertainties, which
include, among others, those discussed or identified from time to time in our
public filings with the Securities and Exchange Commission and those associated
with:
- the availability of primary and reinsurance coverage, including the
implications relating to terrorism legislation and regulation;
- global political conditions and the occurrence of any terrorist attacks,
including any nuclear, biological, chemical or radiological events;
- the effects of outbreak or escalation of war or hostilities;
- premium pricing and profitability or growth estimates overall or by lines
of business or geographic area, and related expectations with respect to
the timing and terms of any required regulatory approvals;
- adverse changes in loss cost trends;
- our ability to retain existing business;
- our expectations with respect to cash flow projections and investment
income and with respect to other income;
- the adequacy of loss reserves including:
- our expectations relating to reinsurance recoverables;
- the effects of proposed asbestos liability legislation, including
the impact of claims patterns arising from the possibility of
legislation and those that may arise if legislation is not passed;
- our estimates relating to ultimate asbestos liabilities;
- the impact from the bankruptcy protection sought by various asbestos
producers and other related businesses;
- the willingness of parties, including us, to settle disputes;
- developments in judicial decisions or regulatory or legislative
actions relating to coverage and liability for asbestos, toxic waste
and mold claims;
- development of new theories of liability;
Page 10
- the impact of economic factors on companies on whose behalf we have issued
surety bonds, and, in particular, on those companies that have filed for
bankruptcy or otherwise experienced deterioration in creditworthiness;
- the effects of disclosures by, and investigations of, public companies
relating to possible accounting irregularities, practices in the financial
services industry and other corporate governance issues, including:
- the effects on the capital markets and the markets for directors and
officers and errors and omissions insurance;
- claims and litigation arising out of actual or alleged accounting or
other corporate malfeasance by other companies;
- claims and litigation arising out of practices in the financial
services industry;
- legislative or regulatory proposals or changes, including the
changes in law and regulation implemented under the Sarbanes-Oxley
Act of 2002;
- the effects of investigations into market practices in the U.S. property
and casualty insurance industry and any legal or regulatory proceedings
arising therefrom;
- the occurrence of significant weather-related or other natural or
human-made disasters, particularly in locations where we have
concentrations of risk;
- any downgrade in our claims-paying, financial strength or other credit
ratings;
- the ability of our subsidiaries to pay us dividends;
- general economic conditions including:
- changes in interest rates, market credit spreads and the performance
of the financial markets, generally and as they relate to credit
risks assumed by our Chubb Financial Solutions unit in particular;
- the effects of inflation;
- changes in domestic and foreign laws, regulations and taxes;
- changes in competition and pricing environment
- regional or general changes in asset valuations;
- the inability to reinsure certain risks economically;
- changes in the litigation environment;
- general market conditions; and
- our ability to implement management's strategic plans and initiatives.
The Corporation assumes no obligation to update any forward looking
information set forth in this document, which speak as of the date hereof.
Page 11
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The consolidated financial statements include amounts based on informed
estimates and judgments of management for those transactions that are not yet
complete. Such estimates and judgments affect the reported amounts in the
financial statements. Those estimates and judgments that were most critical to
the preparation of the financial statements involved the adequacy of loss
reserves and the recoverability of related reinsurance recoverables, the fair
value of future obligations under financial products contracts and the
recoverability of the carrying value of real estate properties. These estimates
and judgments, which are discussed within the following analysis of our results
of operations, require the use of assumptions about matters that are highly
uncertain and therefore are subject to change as facts and circumstances
develop. If different estimates and judgments had been applied, materially
different amounts might have been reported in the financial statements.
EXECUTIVE SUMMARY
The following highlights do not address all of the matters covered in the
other sections of Management's Discussion and Analysis of Financial Condition
and Results of Operations or contain all of the information that may be
important to the Corporation's shareholders or the investing public. This
summary should be read in conjunction with the other sections of Management's
Discussion and Analysis of Financial Condition and Results of Operations.
- Net income was $965 million in the first six months of 2005 and $495
million in the second quarter compared with $717 million and $356
million, respectively, in the comparable periods of 2004.
- Premium growth was 4% in the first six months of 2005 and 6% in the
second quarter, reflecting modest growth in our insurance business
and a decrease in written premiums in our reinsurance assumed
business that was in line with our expectations. We maintained
underwriting discipline in a more competitive market environment.
Rates were generally stable in most classes of business.
- Underwriting results were highly profitable as evidenced by the
combined loss and expense ratio of 88.9% in the first six months of
2005 and 88.3% in the second quarter compared with 92.7% and 92.8%,
respectively, in the corresponding periods of 2004.
- Property and casualty investment income after taxes increased by 13%
in the first six months of 2005 and 12% in second quarter.
Page 12
A summary of our consolidated net income is as follows:
Periods Ended June 30
----------------------------------
Second Quarter Six Months
-------------- --------------
2005 2004 2005 2004
---- ---- ------ ----
(in millions)
Property and Casualty Insurance............ $656 $485 $1,285 $940
Chubb Financial Solutions Non-Insurance
Business.................................. (1) (3) (1) (17)
Corporate and Other........................ (24) (32) (86) (65)
Realized Investment Gains.................. 53 16 98 97
---- ---- ------ ----
Consolidated Income Before Income Tax...... 684 466 1,296 955
Federal and Foreign Income Tax............. 189 110 331 238
---- ---- ------ ----
Consolidated Net Income.................... $495 $356 $ 965 $717
==== ==== ====== ====
Net income included realized investment gains after tax of $63 million in
the first six months of 2005 and $34 million in the second quarter compared with
$68 million and $15 million, respectively, in the comparable periods of 2004.
Decisions to sell securities are governed principally by considerations of
investment opportunities and tax consequences. As a result, realized gains and
losses on the sale of investments may vary significantly from period to period.
PROPERTY AND CASUALTY INSURANCE
A summary of the results of operations of our property and casualty
insurance business is as follows:
Periods Ended June 30
-------------------------------------
Second Quarter Six Months
---------------- ----------------
2005 2004 2005 2004
------ ------ ------ -------
(in millions)
Underwriting
Net Premiums Written.................... $3,113 $2,930 $6,169 $ 5,947
Increase in Unearned Premiums........... (94) (68) (115) (291)
------ ------ ------ -------
Premiums Earned...................... 3,019 2,862 6,054 5,656
------ ------ ------ -------
Losses and Loss Expenses................ 1,819 1,806 3,654 3,547
Operating Costs and Expenses............ 869 864 1,748 1,771
Increase in Deferred Policy Acquisition
Costs.................................. (4) (10) (9) (49)
Dividends to Policyholders.............. 5 7 12 14
------ ------ ------ -------
Underwriting Income..................... 330 195 649 373
------ ------ ------ -------
Investments
Investment Income Before Expenses....... 332 297 653 581
Investment Expenses..................... 7 6 15 12
------ ------ ------ -------
Investment Income....................... 325 291 638 569
------ ------ ------ -------
Other Income (Charges)................... 1 (1) (2) (2)
------ ------ ------ -------
Property and Casualty Income Before Tax.. $ 656 $ 485 $1,285 $ 940
====== ====== ====== =======
Property and Casualty Investment Income
After Tax............................... $ 261 $ 232 $ 513 $ 454
====== ====== ====== =======
Page 13
Earnings from our property and casualty business were significantly higher
in the first six months and second quarter of 2005 compared with the same
periods of 2004. Underwriting income was substantially higher in 2005 compared
with the prior year. Investment income also increased significantly in 2005
compared with 2004.
The profitability of the property and casualty insurance business depends
on the results of both underwriting operations and investments. We view these as
two distinct operations. The underwriting functions are managed separately from
the investment function. Accordingly, in assessing our performance, management
evaluates underwriting results separately from investment results.
UNDERWRITING RESULTS
We evaluate the underwriting results of our property and casualty
insurance business in the aggregate and also for each of our business units.
The combined loss and expense ratio, expressed as a percentage, is the key
measure of underwriting profitability traditionally used in the property and
casualty insurance business. Management evaluates the performance of our
underwriting operations and of each of our business units using, among other
measures, the combined loss and expense ratio calculated in accordance with
statutory accounting principles. It is the sum of the ratio of losses and loss
expenses to premiums earned (loss ratio) plus the ratio of underwriting expenses
to premiums written (expense ratio) after reducing both premium amounts by
dividends to policyholders. When the combined ratio is under 100%, underwriting
results are generally considered profitable; when the combined ratio is over
100%, underwriting results are generally considered unprofitable.
Statutory accounting principles applicable to property and casualty
insurance companies differ in certain respects from generally accepted
accounting principles (GAAP). Under statutory accounting principles, policy
acquisition and other underwriting expenses are recognized immediately, not at
the time premiums are earned. Management uses underwriting results determined in
accordance with GAAP, among other measures, to assess the overall performance of
our underwriting operations. To convert underwriting results to a GAAP basis,
policy acquisition expenses are deferred and amortized over the period in which
the related premiums are earned. Underwriting income determined in accordance
with GAAP is defined as premiums earned less losses and loss expenses incurred
and GAAP underwriting expenses incurred.
Net Premiums Written
Property and casualty net premiums written were $6.2 billion in the first
six months of 2005 and $3.1 billion in the second quarter, representing
increases of 4% and 6%, respectively, compared with the same periods in 2004.
Insurance premiums grew 5% in the first six months of 2005 and 8% in the
second quarter compared with the same periods of 2004. Over 75% of our insurance
premiums are written in the United States. Insurance premiums in the U.S. grew
by 4% in the first six months and 7% in the second quarter. On a reported basis,
insurance premiums outside the U.S. grew 10% in the first six months and 13% in
the second quarter. In local currencies, such growth was 5% and 8%,
respectively.
Page 14
We experienced modest premium growth in the first six months of 2005 in
each of our insurance business units, while maintaining underwriting discipline
in a more competitive market environment. Rates were generally stable, but were
under pressure in some classes of business. We continued to retain a high
percentage of our existing customers and to renew these accounts at adequate
prices. In addition, while we continue to be selective, we are finding
opportunities to write new business at acceptable rates. We expect that pricing
pressure will continue throughout 2005.
Reinsurance assumed premiums generated by Chubb Re decreased by 13% and
14%, respectively, in the first six months and second quarter of 2005 compared
with the same periods of 2004. The premium decline was in line with our
expectations.
Reinsurance Ceded
Our premiums written are net of amounts ceded to reinsurers who assume a
portion of the risk under the insurance policies that are subject to the
reinsurance. After several years of significant price increases, the cost of
reinsurance in the marketplace has leveled off. However, the availability of
reinsurance for certain coverages, such as terrorism, continues to be limited
and expensive.
We expect our overall reinsurance costs in 2005 to be less than those in
2004. In January 2005, we discontinued a professional liability per risk treaty.
Underwriting actions we have taken in recent years have resulted in lower
average limits on those large risks we write, which we believe made this treaty
no longer economical. On our casualty clash treaty, which operates like a
catastrophe treaty, we increased our retention from $50 million to $75 million.
This treaty now provides $125 million of coverage in excess of $75 million per
insured event. We did not renew a high excess surety per risk treaty as we
believe the cost was not justified.
Our property reinsurance program was renewed in April 2005. On the
property per risk treaty, our retention remained at $15 million. Our property
catastrophe treaty for events in the United States was modified to increase the
coverage in the northeastern part of the country by $100 million. The program
now provides coverage of approximately 85% of losses between $250 million and
$1.25 billion, with additional coverage of 80% of losses between $1.25 billion
and $1.6 billion in the northeastern part of the country. Our property
catastrophe treaty for events outside the United States was modified to increase
our retention from $25 million to $50 million.
Our property reinsurance treaties generally contain terrorism exclusions.
Since September 2001, we have changed our underwriting protocols to address
terrorism and the limited availability of terrorism reinsurance. However, given
the uncertainty of the potential threats, we cannot be sure that we have
addressed all the possibilities and we continue to have terrorism exposure.
It is unclear at this time whether Congress will reauthorize the Terrorism
Risk Insurance Act of 2002 (TRIA) for periods subsequent to December 31, 2005.
Regardless of whether or not TRIA is extended, we will continue to model
terrorism loss scenarios and manage this type of catastrophic risk by monitoring
terrorism risk aggregations. Nevertheless, given the unpredictable nature of
terrorism, its targets, frequency and severity as well as the limited terrorism
coverage in our reinsurance program, our future operating results could be more
volatile.
Page 15
Profitability
Underwriting results were highly profitable in the first six months and
second quarter of 2005 and 2004, but more so in 2005. Our combined loss and
expense ratio was 88.9% in the first six months of 2005 and 88.3% in the second
quarter compared with 92.7% and 92.8%, respectively, in the corresponding
periods of 2004.
Underwriting results in the second quarter of 2004 were adversely affected
by an increase in net loss reserves of about $160 million for errors and
omissions losses related to investment banks. Such results benefited from an $80
million reduction in net loss reserves related to the September 11, 2001 attack.
The loss ratio was 60.5% for the first six months of 2005 and 60.3% for
the second quarter compared with 62.9% and 63.3%, respectively, in the prior
year. Catastrophe losses during the first six months of 2005 amounted to $41
million which represented 0.7 of a percentage point of the loss ratio compared
with $142 million or 2.5 percentage points in 2004. Catastrophe losses for the
second quarter of 2005 amounted to $21 million or 0.7 of a percentage point of
the loss ratio compared with $46 million or 1.6 percentage points in 2004. The
above 2004 catastrophe loss amounts exclude the $80 million reduction in loss
reserves related to the September 11, 2001 attack, which reduced the loss ratio
by 1.4 and 2.8 percentage points in the first six months and second quarter,
respectively.
Our expense ratio was 28.4% for the first six months of 2005 and 28.0% for
the second quarter compared with 29.8% and 29.5%, respectively, in 2004. The
decrease in the expense ratio in 2005 was due to lower contingent commissions
and, to a lesser extent, flat overhead expenses compared with the prior year as
we continued to make progress in reducing our cost structure, and the
discontinuation of a professional liability per risk reinsurance treaty, which
resulted in an increase in net premiums written without a commensurate increase
in expenses.
We have not yet concluded the negotiations with some of our brokers and
agents on 2005 commission arrangements. At this point, we expect that total
producer compensation in 2005 will be somewhat lower than in 2004. The lower
contingent commissions in the first six months of 2005 compared with the same
period in 2004 was due in part to this expectation and in part to the fact that
we accrued contingent commissions in the first half of 2004 at a higher rate in
anticipation of higher premium growth during 2004 than we ultimately realized.
Page 16
REVIEW OF UNDERWRITING RESULTS BY BUSINESS UNIT
The reporting format for property and casualty underwriting results by
business unit was changed in the first quarter of 2005 to more closely reflect
the way the business is now managed. Prior year amounts have been reclassified
to conform with the new presentation.
The changes to the reporting format are as follows:
Personal Insurance
- Valuable articles results, which have been included in other
personal, are now included in homeowners.
- Accident results, which have been included in other specialty, are
now included in other personal.
Commercial Insurance
- Commercial insurance results for financial institutions, which have
been included in financial institutions results in specialty
insurance, are now included in the appropriate commercial insurance
lines.
Specialty Insurance
- Executive protection results are now combined with the professional
liability and financial fidelity results for financial institutions
into a new professional liability line. Financial institutions
results are no longer reported separately.
- Surety results, which have been included in other specialty, are now
reported separately within specialty insurance.
Reinsurance Assumed
- Reinsurance assumed results, which have been included in other
specialty, are now reported as a separate business unit.
Page 17
Underwriting results during 2005 and 2004 by business unit were as
follows:
Net Premiums Written
---------------------------- Combined Loss and
% Increase Expense Ratios
----------------
2005 2004 (Decrease) 2005 2004
---- ---- ---------- ---- ----
(in millions)
Six Months Ended June 30
PERSONAL INSURANCE
Automobile.............. $ 317 $ 310 2% 95.3% 95.0%
Homeowners.............. 1,020 929 10 76.9 94.6
Other................... 290 286 1 89.1 87.6
------ ------ ----- -----
Total Personal...... 1,627 1,525 7 82.7 93.4
------ ------ ----- -----
COMMERCIAL INSURANCE
Multiple Peril.......... 641 649 (1) 82.8 72.3
Casualty................ 910 857 6 97.3 83.6
Workers' Compensation... 496 469 6 84.9 90.4
Property and Marine..... 586 557 5 70.8 69.4
------ ------ ----- -----
Total Commercial.... 2,633 2,532 4 85.3 78.2
------ ------ ----- -----
SPECIALTY INSURANCE
Professional Liability.. 1,337 1,260 6 101.5 120.6
Surety.................. 105 95 11 101.3 48.2
------ ------ ----- -----
Total Specialty..... 1,442 1,355 6 101.6 116.1
------ ------ ----- -----
TOTAL INSURANCE..... 5,702 5,412 5 88.8 92.6
REINSURANCE ASSUMED....... 467 535 (13) 89.6 94.1
------ ------ ----- -----
TOTAL............... $6,169 $5,947 4 88.9% 92.7%
====== ====== ===== =====
Quarter Ended June 30
PERSONAL INSURANCE
Automobile.............. $ 171 $ 166 3% 95.2% 94.1%
Homeowners.............. 568 516 10 73.7 87.3
Other................... 132 124 7 91.6 92.6
------ ------ ----- -----
Total Personal...... 871 806 8 81.0 89.6
------ ------ ----- -----
COMMERCIAL INSURANCE
Multiple Peril.......... 305 314 (3) 83.3 59.6
Casualty................ 458 412 11 100.9 82.2
Workers' Compensation... 218 195 12 84.1 93.2
Property and Marine..... 287 271 6 71.3 63.4
------ ------ ----- -----
Total Commercial.... 1,268 1,192 6 86.7 73.6
------ ------ ----- -----
SPECIALTY INSURANCE
Professional Liability.. 691 619 12 101.4 134.1
Surety.................. 52 46 13 54.2 50.1
------ ------ ----- -----
Total Specialty..... 743 665 12 98.3 128.6
------ ------ ----- -----
TOTAL INSURANCE..... 2,882 2,663 8 88.1 92.6
REINSURANCE ASSUMED....... 231 267 (14) 91.3 95.1
------ ------ ----- -----
TOTAL............... $3,113 $2,930 6 88.3% 92.8%
====== ====== ===== =====
Page 18
Personal Insurance
Premiums from personal insurance coverages, which represent 26% of net
premiums written, increased by 7% in the first six months of 2005 and 8% in the
second quarter compared with the same periods in 2004. Premium growth was driven
by our homeowners business due to increased insurance-to-value, modestly higher
rates and an increase in the in force policy count. The low growth in personal
automobile premiums was due to our maintaining underwriting discipline in a more
competitive marketplace. The minimal growth in other personal premiums in the
first six months of 2005 was attributable to lower premiums in our accident
business, due in large part to the non-renewal of one large account in the first
quarter.
Our personal insurance business produced highly profitable underwriting
results in 2005 and 2004. Results in 2005 were exceptionally profitable due to
lower catastrophe losses and favorable loss experience. The combined loss and
expense ratio was 82.7% in the first six months of 2005 and 81.0% in the second
quarter compared with 93.4% and 89.6%, respectively, in 2004. Excluding
catastrophe losses, the combined ratio was 81.2% in the first six months of 2005
and 79.5% in the second quarter compared with 85.8% and 84.7%, respectively, in
2004.
Homeowners results were highly profitable in 2005 compared with profitable
results in 2004. The improvement was due to lower catastrophe losses and to
better pricing and contract wording changes related to mold damage that we have
implemented over the past few years. Results in 2004 were adversely affected by
significant catastrophe losses, particularly in the first quarter due to severe
winter weather in the northeastern part of the United States. Catastrophe losses
represented 2.5 percentage points of the loss ratio for this class in both the
first six months and second quarter of 2005 compared with 12.1 and 7.5
percentage points, respectively, in 2004.
Our personal automobile business produced similarly profitable results in
2005 and 2004. This business continues to experience stable claim frequency and
severity. Other personal coverages, which include excess liability, yacht and
accident insurance, produced highly profitable results in both years due to
favorable loss experience.
Commercial Insurance
Premiums from commercial insurance, which represent 43% of our net
premiums written, increased by 4% in the first six months of 2005 and 6% in the
second quarter compared with the similar periods a year ago. Rates in the U.S.
were flat in the first six months of 2005 compared with the same period in 2004
as we continued to experience more competition in the marketplace. Retention
levels in the U.S. remained strong in the first six months of 2005 and were
similar to those in the comparable period of 2004. New business volume was down
from 2004 levels as competitors have worked to retain their better accounts. We
continued to get acceptable rates and appropriate terms and conditions on
business written. We expect that rates will be relatively stable through the
remainder of 2005 despite continued pricing pressure.
Page 19
Our commercial insurance business produced highly profitable underwriting
results in 2005 and 2004, but more so in 2004. These profitable results reflect
the cumulative effect of price increases, better terms and conditions and more
stringent risk selection in recent years. Results in both years benefited from
low property losses. Results in 2004 also benefited from an $80 million
reduction in net loss reserves in the second quarter related to the September
11, 2001 attack. The combined loss and expense ratio was 85.3% for the first six
months of 2005 and 86.7% for the second quarter compared with 78.2% and 73.6%,
respectively, in 2004. The reduction in loss reserves related to the September
11 attack reduced the loss ratio in 2004 by 3.4 and 6.8 percentage points in the
first six months and second quarter, respectively.
Multiple peril results were highly profitable in 2005 and 2004, but more
so in 2004. The property component of this business was exceptionally profitable
in both years, particularly in 2004 due to unusually low losses as well as a $30
million reduction in net loss reserves in the second quarter related to the
September 11, 2001 attack. There were virtually no catastrophe losses for this
class in the first six months and second quarter of 2005. In 2004, catastrophe
losses represented 2.3 percentage points of the loss ratio for this class in the
first six months and 0.8 of a percentage point in the second quarter. The 2004
catastrophe percentages exclude the impact of the reduction in loss reserves
related to the September 11 attack, which reduced the loss ratio by 4.9 and 9.7
percentage points in the first six months and second quarter, respectively.
Our casualty business produced less profitable results in 2005 compared
with 2004. The primary liability and automobile components of this business were
highly profitable in both years, but more so in 2004. The excess liability
component produced unprofitable results in 2005 compared with profitable results
in 2004. Results in the second quarter of 2005 were adversely affected by
several large losses related to older accident years. The 2004 results for this
component benefited from a $30 million reduction in net loss reserves in the
second quarter related to the September 11, 2001 attack.
Workers' compensation results were highly profitable in 2005 and 2004, but
more so in 2005. Results in both years benefited from our disciplined risk
selection during the past several years.
Property and marine results were highly profitable in both years due to
few severe losses. Catastrophe losses represented 3.0 percentage points of the
loss ratio for this class in the first six months of 2005 and 4.7 percentage
points in the second quarter compared with 3.2 and 2.8 percentage points,
respectively, in 2004. The 2004 catastrophe percentages exclude the impact of a
$20 million reduction in loss reserves in the second quarter related to the
September 11, 2001 attack, which reduced the loss ratio by 3.7 and 7.4
percentage points in the first six months and second quarter, respectively.
Page 20
Specialty Insurance
Premiums from specialty insurance, which represent 23% of our net premiums
written, increased by 6% in the first six months of 2005 and 12% in the second
quarter compared with the similar periods a year ago. The growth in net premiums
written in the professional liability classes of business was largely due to the
non-renewal of a per risk reinsurance treaty. Growth in these classes was
constrained by the competitive pressure on rates and our commitment to maintain
underwriting discipline. Overall, rates in the U.S. for these classes were down
slightly in the first six months of 2005. The most significant rate declines
have occurred in the for-profit directors and officers liability component,
particularly for large public companies. Retention levels in the U.S. in 2005
were higher than 2004 levels. New business volume in 2005 was similar to 2004
levels. In line with our strategy in recent years, we continue to focus on small
and middle market publicly traded and privately held companies. We continued to
get adequate rates and favorable terms and conditions on both new business and
renewals.
Our specialty insurance business produced modestly unprofitable
underwriting results in the first six months of 2005 and modestly profitable
results in the second quarter. Results in both respective periods of 2004 were
highly unprofitable. The combined loss and expense ratio was 101.6% for the
first six months of 2005 and 98.3% for the second quarter compared with 116.1%
and 128.6%, respectively, in 2004.
Our professional liability results improved substantially in 2005 but were
modestly unprofitable. Results have begun to benefit from the cumulative effect
of price increases, lower policy limits and better terms and conditions in
recent years. However, results in both years, but particularly in the second
quarter of 2004, were adversely affected by unfavorable development on loss
reserves related to accident years 2002 and prior. The adverse development was
due in large part to claims that have arisen due to corporate failures and
allegations of management misconduct and accounting irregularities. In the
second quarter of 2004, we increased net loss reserves by about $160 million for
errors and omissions losses related to investment banks. The fidelity component
of this business was highly profitable in both years.
Surety results were modestly unprofitable in the first six months of 2005
and highly profitable in the second quarter compared with highly profitable
results in both periods of 2004. Our surety business tends to be characterized
by infrequent but potentially high severity losses. Results in 2005 were
adversely affected by one $60 million loss in the first quarter.
Reinsurance Assumed
Premiums from our reinsurance assumed business generated by Chubb Re,
which represent 8% of net premiums written, decreased by 13% in the first six
months of 2005 and 14% in the second quarter compared with the similar periods
in 2004. The decrease in premiums was expected as there were fewer attractive
opportunities in the reinsurance market.
Our reinsurance assumed business was more profitable in 2005 compared with
2004. The combined loss and expense ratio was 89.6% in the first six months of
2005 and 91.3% in the second quarter compared with 94.1% and 95.1%,
respectively, in 2004. The improvement in 2005 was largely due to the favorable
settlement of one loss in the first quarter and the commutation of a contract in
the second quarter.
Page 21
LOSS RESERVES
Unpaid losses and loss expenses, also referred to as loss reserves, are
the largest liability of our property and casualty subsidiaries.
Our loss reserves include the accumulation of individual case estimates
for claims that have been reported and estimates of losses that have been
incurred but not reported as well as estimates of the expenses associated with
settling all reported and unreported claims. Estimates are based upon past loss
experience modified for current trends as well as prevailing economic, legal and
social conditions. Our loss reserves are not discounted to present value.
We continually review our loss reserves using a variety of statistical and
actuarial techniques. We update the reserves as loss experience develops,
additional claims are reported and new information becomes available. Any
changes in estimates are reflected in operating results in the period in which
the estimates are changed.
Our loss reserves include significant amounts related to asbestos and
toxic waste claims and the September 11, 2001 attack. The components of our loss
reserves were as follows:
June 30, December 31,
2005 2004
-------- ------------
(in millions)
Gross loss reserves
Related to asbestos and toxic
waste claims.......................... $ 1,138 $ 1,169
Related to September 11 attack......... 644 700
All other loss reserves................ 19,310 18,423
-------- -------
21,092 20,292
-------- -------
Reinsurance recoverable
Related to asbestos and toxic
waste claims.......................... 51 55
Related to September 11 attack......... 556 582
All other reinsurance recoverable...... 2,890 2,846
-------- -------
3,497 3,483
-------- -------
Net loss reserves......................... $ 17,595 $16,809
======== =======
Loss reserves, net of reinsurance recoverable, increased by $786 million
during the first six months of 2005. The loss reserves related to asbestos and
toxic waste claims and the September 11 attack are significant components of our
total loss reserves, but they may distort the growth trend in our loss reserves.
Excluding such loss reserves, our loss reserves, net of reinsurance recoverable,
increased by $843 million during the first six months of 2005.
Page 22
The components of our net loss reserves were as follows:
June 30, December 31,
2005 2004
-------- ------------
(in millions)
Reserves related to asbestos and toxic
waste claims............................. $ 1,087 $ 1,114
Reserves related to September 11 attack... 88 118
All other loss reserves
Personal insurance...................... 1,615 1,579
Commercial insurance.................... 6,972 6,594
Specialty insurance..................... 6,591 6,282
Reinsurance assumed..................... 1,242 1,122
------- -------
Net loss reserves......................... $17,595 $16,809
======= =======
Loss reserves for each of our business units increased in the first six
months of 2005, with the most significant increases in the long tail liability
classes of business within commercial and specialty insurance and reinsurance
assumed. The relatively small increase in personal insurance loss reserves was
due in part to a $40 million reduction in unpaid claims related to catastrophes.
Each quarter, we monitor developments and analyze trends related to our
asbestos exposures. Based on our review during the second quarter of 2005, we
increased our net asbestos loss reserves by $20 million, primarily due to an
increase in our estimate of the ultimate liabilities for one of our traditional
asbestos defendants.
Based on all information currently available, we believe that the
aggregate loss reserves of our property and casualty subsidiaries at June 30,
2005 were adequate to cover claims for losses that had occurred, including both
those known to us and those yet to be reported. In establishing such reserves,
we consider facts currently known and the present state of the law and coverage
litigation. However, given the judicial decisions and legislative actions that
have broadened the scope of coverage and expanded theories of liability in the
past and the possibilities of similar interpretations in the future,
particularly as they relate to asbestos claims and, to a lesser extent, toxic
waste claims, it is possible that management's estimate of the ultimate
liability for losses that had occurred as of June 30, 2005 may increase in
future periods. Such increases in estimates could have a material adverse effect
on the Corporation's future operating results. However, management does not
expect that any such increases would have a material effect on the Corporation's
consolidated financial condition or liquidity.
INVESTMENT RESULTS
Property and casualty investment income before taxes increased by 12% in
both the first six months and second quarter of 2005 compared with the same
periods in 2004. Growth was due to an increase in invested assets since the
second quarter of 2004. The increase in invested assets was due to substantial
cash flow from operations over the period. Growth in investment income in 2005
was dampened, however, by lower available reinvestment rates on fixed maturities
that matured over the past year.
Page 23
The effective tax rate on investment income was 19.6% in the first six
months of 2005 compared with 20.1% in the same period in 2004. The effective tax
rate fluctuates as a result of our holding a different proportion of our
investment portfolio in tax-exempt securities during each period.
On an after-tax basis, property and casualty investment income increased
by 13% in the first six months of 2005 and 12% in the second quarter. Management
uses property and casualty investment income after-tax, a non-GAAP financial
measure, to evaluate its investment performance because it reflects the impact
of any change in the proportion of the investment portfolio invested in
tax-exempt securities and is therefore more meaningful for analysis purposes
than investment income before income tax.
CHUBB FINANCIAL SOLUTIONS
Chubb Financial Solutions (CFS) was organized in 2000 to develop and
provide customized products to address specific financial needs of corporate
clients. CFS operated through both the capital and insurance markets.
In April 2003, the Corporation announced its intention to exit CFS's
non-insurance business and to run-off the existing financial products portfolio.
CFS's non-insurance business was primarily structured credit derivatives,
principally as a counterparty in portfolio credit default swap contracts. The
Corporation guaranteed all of these obligations.
Portfolio credit default swaps are derivatives and are carried in the
financial statements at estimated fair value, which represents management's best
estimate of the cost to exit our positions. Most of these credit default swaps
tend to be unique transactions and there is no market for trading such
exposures. To estimate the fair value of the obligation in each credit default
swap, we use internal valuation models that are similar to external valuation
models.
The fair value of our credit default swaps is subject to fluctuations
arising from, among other factors, changes in credit spreads, the financial
ratings of referenced asset-backed securities, actual credit events reducing
subordination, credit correlation within a portfolio, anticipated recovery rates
related to potential defaults and changes in interest rates. Changes in fair
value are included in income in the period of the change.
The non-insurance business of CFS produced a loss before taxes of $1
million in the first six months of 2005 compared with a loss of $17 million in
the first six months of 2004. The loss in the first six months of 2004 was
primarily related to the termination during the period of CFS's obligations
under certain portfolio credit default swaps.
CFS's aggregate exposure, or retained risk, from each of its in-force
portfolio credit default swaps is referred to as notional amount. Notional
amounts are used to express the extent of involvement in swap transactions.
These amounts are used to calculate the exchange of contractual cash flows and
are not necessarily representative of the potential for gain or loss. The
notional amounts are not recorded on the balance sheet.
Page 24
The notional amount of CFS's credit default swaps was $8.0 billion at June
30, 2005. Our realistic loss exposure is a very small portion of the $8.0
billion notional amount as our position is senior to subordinated interests of
$5.3 billion in the aggregate. In addition, using our internal ratings models,
we estimate that the credit ratings of the individual portfolio credit default
swaps at June 30, 2005 were AAA.
In addition to portfolio credit default swaps, CFS entered into a
derivative contract linked to an equity market index and a few other
insignificant non-insurance transactions.
The notional amount and fair value of our future obligations under
derivative contracts by type of risk were as follows:
Notional Amount Fair Value
---------------------- ----------------------
June 30, December 31, June 30, December 31,
2005 2004 2005 2004
-------- ------------ -------- ------------
(in billions) (in millions)
Credit default swaps
Corporate securities.... $1.0 $1.3 $ 4 $ 5
Asset-backed securities. 7.0 7.4 8 9
---- ---- --- ---
8.0 8.7 12 14
Other.................... .3 .3 8 8
---- ---- --- ---
$8.3 $9.0 $20 $22
==== ==== === ===
In the fourth quarter of 2003, CFS terminated two asset-backed portfolio
credit default swaps that had experienced deterioration in credit quality and
simultaneously entered into a new contract that guaranteed principal and
interest obligations. The Corporation has guaranteed CFS's obligations under the
new contract. CFS's potential payment obligation extends to the date when the
last of the underlying obligations expires. At June 30, 2005, the remaining
notional amount of referenced securities was $1.8 billion. Under the new
agreement, CFS's maximum potential payment obligation is limited to $500 million
regardless of the amount of losses that might be incurred on the $1.8 billion of
referenced securities. Moreover, if losses are incurred, CFS's payment
obligations are limited to an extended payment schedule under which no payment
would be due until 2010 at the earliest.
CFS established a liability of $186 million related to the principal and
interest contract, which represented the estimated fair value of the guarantee
at its inception. The principal and interest guarantee is not a derivative
contract. Therefore, the liability related to this contract is not
marked-to-market each period and remained at $186 million at June 30, 2005. Due
to the nature of the guarantee, we will reduce this liability only upon either
the expiration or settlement of the guarantee. If actual losses are incurred, a
liability for the losses will be established, and a portion of the guarantee
liability will be released. The amount released will depend on our evaluation of
expected ultimate loss experience.
Page 25
CORPORATE AND OTHER
Corporate and other includes investment income earned on corporate
invested assets, interest expense and other expenses not allocated to the
operating subsidiaries and the results of our real estate and other
non-insurance subsidiaries. It also includes income from our investment in
Allied World Assurance Company, Ltd.
Corporate and other produced a loss before taxes of $86 million in the
first six months of 2005 compared with a loss of $65 million in the first six
months of 2004. The higher loss in 2005 was due to the recognition of a real
estate impairment loss, which is discussed below. Results in the first six
months of 2004 included a loss at The Chubb Institute, Inc., our post-secondary
educational subsidiary, which we sold in the third quarter of 2004.
REAL ESTATE
Real estate operations resulted in a loss before taxes of $45 million in
the first six months of 2005 compared with a loss of $9 million in the first six
months of 2004, which amounts are included in the corporate and other results.
During the first quarter of 2005, we committed to a plan to sell a parcel
of land in New Jersey that we had previously intended to hold and develop. The
decision to sell the property was based on our assessment of the current real
estate market and our concern about zoning issues. As a result of our decision
to sell this property in the near term, we reassessed the recoverability of its
carrying value. Based on our reassessment, we recognized an impairment loss of
$43 million to reduce the carrying value of the property to its estimated fair
value.
In addition to the aforementioned parcel of land that we plan to dispose
of in the near term, we own approximately $185 million of land that we expect
will be developed in the future. Our real estate assets also include
approximately $155 million of commercial properties and land parcels under
lease, of which $21 million relates to a variable interest entity in which we
are the primary beneficiary.
The recoverability of the carrying value of our real estate assets, other
than the parcel of land that we plan to dispose of in the near term, is assessed
based on our ability to fully recover costs through a future revenue stream. The
assumptions used reflect future improvement in demand for office space, an
increase in rental rates and the ability and intent to obtain financing in order
to hold and develop such remaining properties and protect our interests over the
long term. Management believes that it has made adequate provisions for
impairment of real estate assets. However, if the assets are not sold or
developed or if leased properties do not perform as presently contemplated, it
is possible that additional impairment losses may be recognized that would have
a material adverse effect on the Corporation's results of operations.
Page 26
REALIZED INVESTMENT GAINS AND LOSSES
Net investment gains realized were as follows:
Periods Ended June 30
--------------------------------------
Second Quarter Six Months
---------------- ---------------
2005 2004 2005 2004
---- ---- ---- ----
(in millions)
Net realized gains (losses)
Equity securities.......... $ 52 $ 74 $104 $130
Fixed maturities........... 3 (30) (4) (5)
Chubb Institute............ - (27) - (27)
----- ---- ---- ----
55 17 100 98
Other than temporary
impairment of fixed
maturities................... (2) - (2) -
----- ---- ---- ----
Realized investment gains
before tax................... $ 53 $ 17 $ 98 $ 98
===== ==== ==== ====
Realized investment gains
after tax.................... $ 34 $ 15 $ 63 $ 68
===== ==== ==== ====
Of the net realized gains on sales of equity securities, $96 million and
$94 million in the first six months of 2005 and 2004, respectively, related to
our share of gains recognized by investment partnerships in which we have an
interest.
In May 2004, we entered into an agreement to sell Chubb Institute. Based
on the terms of the agreement, we recognized a loss of $27 million in the second
quarter.
We regularly review those invested assets whose fair value is less than
cost to determine if an other than temporary decline in value has occurred. In
evaluating whether a decline in value of any investment is other than temporary,
we consider various quantitative and qualitative factors including the length of
time and the extent to which the fair value has been less than the cost, the
financial condition and near term prospects of the issuer, whether the issuer is
current on contractually obligated interest and principal payments, and our
intent and ability to hold the investment for a period of time sufficient to
allow us to recover our cost. If a decline in the fair value of an individual
security is deemed to be other than temporary, the difference between cost and
estimated fair value is charged to income as a realized investment loss. The
fair value of the investment becomes its new cost basis.
INCOME TAXES
In connection with the sale of a subsidiary a number of years ago, we
agreed to indemnify the buyer for certain pre-closing tax liabilities. During
the first quarter of 2005, we settled this obligation with the purchaser.
Accordingly, we reduced our income tax liability, which resulted in the
recognition of a benefit of $22 million.
Page 27
CAPITAL RESOURCES AND LIQUIDITY
Capital resources and liquidity represent the overall financial strength
of the Corporation and its ability to generate cash flows from its operating
subsidiaries, borrow funds at competitive rates and raise new capital to meet
operating and growth needs.
CAPITAL RESOURCES
Capital resources provide protection for policyholders, furnish the
financial strength to support the business of underwriting insurance risks and
facilitate continued business growth. At June 30, 2005, the Corporation had
shareholders' equity of $11.3 billion and total debt of $2.8 billion, of which
$300 million becomes due on August 15 and will be paid.
Management continuously monitors the amount of capital resources that the
Corporation maintains both for itself and its operating subsidiaries. In
connection with our long-term capital strategy, the Corporation from time to
time contributes capital to its property and casualty subsidiaries. In addition,
in order to satisfy its capital needs as a result of any rating agency capital
adequacy or other future rating issues, or in the event the Corporation were to
need additional capital to make strategic investments in light of market
opportunities, the Corporation may take a variety of actions, which could
include the issuance of additional debt and/or equity securities.
In June 2003, a shelf registration statement that the Corporation filed in
March 2003 was declared effective by the Securities and Exchange Commission.
Under the registration statement, up to $2.5 billion of various types of
securities may be issued. At June 30, 2005, the Corporation had approximately
$650 million remaining under the shelf registration statement.
In July 1998, the Board of Directors authorized the repurchase of up to
12,500,000 shares of the Corporation's common stock. The authorization has no
expiration. The Corporation made no share repurchases during the first six
months of 2005. As of June 30, 2005, 3,287,100 shares remained under the share
repurchase authorization.
RATINGS
The Corporation and its insurance subsidiaries are rated by major rating
agencies. These ratings reflect the rating agency's opinion of our financial
strength, operating performance, strategic position and ability to meet our
obligations to policyholders.
Ratings are an important factor in establishing our competitive position
in the insurance markets. There can be no assurance that our ratings will
continue for any given period of time or that they will not be changed.
It is possible that positive or negative ratings actions by one or more of
the rating agencies may occur in the future. If our ratings were downgraded, the
Corporation may incur higher borrowing costs and may have more limited means to
access capital. In addition, reductions in our ratings could adversely affect
the competitive position of our insurance operations, including a possible
reduction in demand for our products in certain markets.
Page 28
LIQUIDITY
Liquidity is a measure of our ability to generate sufficient cash flows to
meet the short and long term cash requirements of our business operations.
Our property and casualty operations provide liquidity in that premiums
are generally received months or even years before losses are paid under the
policies purchased by such premiums. Historically, cash receipts from
operations, consisting of insurance premiums and investment income, have
provided more than sufficient funds to pay losses, operating expenses and
dividends to the Corporation. After satisfying our cash requirements, excess
cash flows are used to build the investment portfolio and thereby increase
future investment income.
Our strong underwriting results continued to generate substantial new
cash. New cash from operations available for investment by the property and
casualty subsidiaries was approximately $1.6 billion in the first six months of
2005 compared with $1.7 billion in the same period in 2004.
Our property and casualty subsidiaries maintain investments in highly
liquid, short-term and other marketable securities to provide for immediate cash
needs.
The Corporation's liquidity requirements in the past have been met by
dividends from its property and casualty subsidiaries and the issuance of
commercial paper and debt and equity securities. It is expected that our
liquidity requirements in the future will be met by these sources of funds or,
if necessary, borrowings from our credit facilities.
In June 2005, the Corporation entered into a revolving credit agreement
with a group of banks that provides for unsecured borrowings of up to $500
million. The revolving credit facility terminates on June 22, 2010. On the
termination date of the agreement, any loans then outstanding become payable.
There have been no borrowings under this agreement. Various interest rate
options are available to the Corporation, all of which are based on market
interest rates. The agreement contains customary restrictive covenants including
a covenant to maintain a minimum consolidated shareholders' equity, as adjusted.
The facility is available for general corporate purposes and to support our
commercial paper borrowing arrangement. This facility replaced a $250 million
short term revolving credit facility that expired and a $250 million medium term
revolving credit facility that was terminated.
INVESTED ASSETS
The main objectives in managing our investment portfolios are to maximize
after-tax investment income and total investment returns while minimizing credit
risks in order to provide maximum support to the insurance underwriting
operations. Investment strategies are developed based on many factors including
underwriting results and our resulting tax position, regulatory requirements,
fluctuations in interest rates and consideration of other market risks.
Investment decisions are centrally managed by investment professionals based on
guidelines established by management and approved by the boards of directors.
Our investment portfolios are primarily comprised of high quality bonds,
principally tax-exempt, U.S. Treasury and government agency, mortgage-backed
securities and corporate issues as well as foreign bonds that support our
international operations. In addition, the portfolios include equity securities
held primarily with the objective of capital appreciation.
Page 29
In the first six months of 2005, we invested new cash in tax-exempt bonds
and, to a lesser extent, taxable bonds and equity securities. Taxable bonds we
invested in were primarily mortgage-backed securities and corporate bonds. Our
objective is to achieve the appropriate mix of taxable and tax-exempt securities
in our portfolio to balance both investment and tax strategies.
The unrealized appreciation before tax of investments carried at market
value, which includes fixed maturities classified as available-for-sale and
equity securities, was $1,005 million and $961 million at June 30, 2005 and
December 31, 2004, respectively. Such unrealized appreciation is reflected in a
separate component of other comprehensive income, net of applicable deferred
income tax.
The unrealized market appreciation before tax of those fixed maturities
carried at amortized cost was $15 million at June 30, 2005 and $21 million at
December 31, 2004. Such unrealized appreciation was not reflected in the
consolidated financial statements.
Changes in unrealized market appreciation or depreciation of fixed
maturities were due primarily to fluctuations in interest rates.
Page 30
Item 4 - Controls and Procedures
As of June 30, 2005, an evaluation of the effectiveness of the design and
operation of the Corporation's disclosure controls and procedures was performed
under the supervision and with the participation of the Corporation's
management, including the chief executive officer and chief financial officer.
Based on that evaluation, the chief executive officer and chief financial
officer concluded that the Corporation's disclosure controls and procedures were
effective as of the evaluation date.
During the quarter ended June 30, 2005, the Corporation began the
transition of operational oversight and maintenance of its information
technology infrastructure to ACS Commercial Solutions, Inc. (ACS). The
Corporation expects that the transition will be completed by the end of 2005.
Under the terms of the agreement, ACS is required to maintain appropriate
general controls over the Corporation's information technology systems. The
Corporation has monitoring procedures in place to ensure that these general
controls are, and continue to be, appropriately designed and implemented by ACS.
During the quarter ended June 30, 2005, there were no other changes in
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Corporation's internal control over
financial reporting.
Page 31
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
As previously disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2004, a purported class action complaint was filed in the
United States District Court for the District of New Jersey on August 31, 2000
by the California Public Employees' Retirement System. The complaint alleged
that the Corporation and one current officer, Henry B. Schram, and two former
officers, Dean R. O'Hare and David B. Kelso, and Executive Risk Inc. and three
of its former officers, Stephen J. Sills, Robert H. Kullas and Robert V.
Deutsch, were liable for certain misrepresentations and omissions regarding,
among other matters, disclosures made between April 27, 1999 and October 15,
1999 relating to the improved pricing in the Corporation's standard commercial
insurance business and relating to the offer of the Corporation's securities to,
and solicitation of votes from, the former shareholders of Executive Risk Inc.
in connection with the Corporation's acquisition of Executive Risk Inc. The
complaint sought unspecified damages, a rescission of the sale of Executive Risk
Inc. to the Corporation or a new vote on the merger, and such other relief as
the court may deem proper. On June 26, 2002, the United States District Court
for the District of New Jersey entered an order dismissing in its entirety the
previously reported purported class action complaint originally filed on August
31, 2000, as amended on September 4, 2001, and granting plaintiffs the right to
file a Second Amended Complaint. On August 9, 2002, plaintiffs filed a Second
Amended Complaint based on substantially the same allegations as previously
reported. On August 11, 2003, the trial court dismissed the entire action with
prejudice. On September 10, 2003, the plaintiffs filed a Notice of Appeal to the
United States Court of Appeals for the Third Circuit. On December 30, 2004, the
Court of Appeals affirmed the trial court's dismissal in all respects. On
February 1, 2005, the plaintiffs filed with the Court of Appeals a petition for
rehearing or for rehearing en banc. On February 14, 2005, the Court of Appeals
denied this petition. The plaintiffs failed to appeal the decision of the Court
of Appeals by petitioning for a writ of certiorari to the United States Supreme
Court and the period of time for them to do so lapsed on May 27, 2005.
Therefore, this matter is concluded and cannot be reinstated by the plaintiffs
or the court.
On August 1, 2005, the Corporation, together with several of its
subsidiaries, was named in a putative class action brought against several
brokers and insurers by alleged policyholders in the United States District
Court for the District of New Jersey. This action asserts, on behalf of a class
of persons who purchased insurance through the broker defendants, claims under
the Sherman Act and state law and the Racketeer Influenced and Corrupt
Organizations Act ("RICO"), arising from the unlawful use of contingent
commission agreements. The complaint seeks treble damages, injunctive and
declaratory relief, and attorneys' fees. The Corporation also has been named in
two purported class actions in state court relating to allegations of unlawful
use of contingent commission arrangements. The first, previously disclosed in
the Corporation's Annual Report on Form 10-K for the year ended December 31,
2004, was filed in Seminole County, Florida. The second, filed on May 17, 2005,
was filed in Essex County, Massachusetts. In both actions, the plaintiffs
generally allege that the Corporation and the other non-affiliated defendants
unlawfully used contingent commission agreements. The actions seek unspecified
damages and attorneys' fees. It is reasonable to expect that, in the ordinary
course of business, the Corporation may be involved in additional state
litigation of this sort. The Corporation believes it has substantial defenses
to all of the aforementioned lawsuits and intends to defend the actions
vigorously.
Page 32
Item 4 - Submission of Matters to a Vote of Security Holders
Information regarding the matters submitted to a vote of the Corporation's
security holders at the Corporation's annual meeting conducted on April 26,
2005, including the voting results relating thereto, is set forth in Item 8.01
of the Corporation's current report on Form 8-K filed with the Securities &
Exchange Commission on April 28, 2005. Item 8.01 of this Form 8-K is
incorporated herein by reference.
Item 6 - Exhibits
A. Exhibits
Exhibit (10) - Material contracts
(1) Five Year Revolving Credit Agreement, dated as of June 22, 2005,
among The Chubb Corporation, the banks listed on the signature pages
thereof, Deutsche Bank Securities Inc. and Citigroup Global Markets
Inc., as Arrangers, Deutsche Bank AG New York Branch and Citicorp
USA, Inc., as Swingline Lenders, Citicorp USA, Inc., as Syndication
Agent, the Bank of New York and Wachovia Bank, National Association,
as Documentation Agents, and Deutsche Bank AG New York Branch, as
Administrative Agent, filed herewith.
Exhibit (31) Rule 13a-14(a)/15d-14(a) Certifications
(1) Certification by John D. Finnegan
(2) Certification by Michael O'Reilly
Exhibit (32) Section 1350 Certifications
(1) Certification by John D. Finnegan
(2) Certification by Michael O'Reilly
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Chubb Corporation has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE CHUBB CORPORATION
(Registrant)
By: /s/ Henry B. Schram
-------------------------------
Henry B. Schram
Senior Vice-President and
Chief Accounting Officer
Date: August 8, 2005