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 September 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
----- -----
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
YES NO X
----- -----
The number of shares of common stock outstanding as of September 30, 2005
was 199,910,791.
THE CHUBB CORPORATION
INDEX
Page Number
-----------
Part I. Financial Information:
Item 1 - Financial Statements:
Consolidated Statements of Income for the
Three Months and Nine Months Ended
September 30, 2005 and 2004.............................. 1
Consolidated Balance Sheets as of
September 30, 2005 and December 31, 2004................. 2
Consolidated Statements of Comprehensive Income
for the Three Months and Nine Months Ended
September 30, 2005 and 2004.............................. 3
Consolidated Statements of Cash Flows for the
Nine Months Ended September 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............ 10
Item 4 - Controls and Procedures............................... 34
Part II. Other Information:
Item 1 - Legal Proceedings..................................... 35
Item 6 - Exhibits.............................................. 36
Signatures........................................................ 36
Page 1
Part I. Financial Information
Item 1 - Financial Statements
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
PERIODS ENDED SEPTEMBER 30
Third Quarter Nine Months
------------------- --------------------
2005 2004 2005 2004
-------- -------- --------- --------
(in millions, except
for per share amounts)
Revenues
Premiums Earned ..................... $3,042.8 $2,955.0 $ 9,096.4 $8,610.6
Investment Income ................... 356.1 316.7 1,039.1 921.2
Other Revenues ...................... (18.5) 24.8 47.6 51.3
Realized Investment Gains ........... 99.0 48.9 196.4 146.5
-------- -------- --------- --------
Total Revenues ................ 3,479.4 3,345.4 10,379.5 9,729.6
-------- -------- --------- --------
Losses and Expenses
Insurance Losses and Loss Expenses .. 2,260.4 1,881.8 5,914.3 5,428.3
Amortization of Deferred Policy
Acquisition Costs ................ 717.1 720.6 2,191.4 2,110.8
Other Insurance Operating Costs
and Expenses ..................... 125.0 160.4 403.9 508.4
Investment Expenses ................. 6.7 5.3 22.3 18.7
Other Expenses ...................... 20.6 28.7 106.4 81.7
Corporate Expenses .................. 45.4 68.5 141.2 146.3
-------- -------- --------- --------
Total Losses and Expenses ..... 3,175.2 2,865.3 8,779.5 8,294.2
-------- -------- --------- --------
Income Before Federal and Foreign
Income Tax .......................... 304.2 480.1 1,600.0 1,435.4
Federal and Foreign Income Tax ......... 57.8 116.1 388.5 354.6
-------- -------- --------- --------
Net Income ............................. $ 246.4 $ 364.0 $ 1,211.5 $1,080.8
======== ======== ========= ========
Net Income Per Share
Basic ............................... $ 1.24 $ 1.91 $ 6.18 $ 5.71
Diluted ............................. 1.20 1.88 6.00 5.61
Dividends Declared Per Share ........... .43 .39 1.29 1.17
See Notes to Consolidated Financial Statements.
Page 2
THE CHUBB CORPORATION
CONSOLIDATED BALANCE SHEETS
Sept. 30, Dec. 31,
2005 2004
--------- ---------
(in millions)
Assets
Invested Assets
Short Term Investments ................................ $ 1,378.6 $ 1,307.5
Fixed Maturities
Held-to-Maturity - Tax Exempt (market $233.0
and $338.3) ..................................... 219.8 317.2
Available-for-Sale
Tax Exempt (cost $14,995.5 and $13,522.6) ....... 15,346.3 14,071.3
Taxable (cost $14,361.5 and $13,362.7) .......... 14,482.0 13,620.8
Equity Securities (cost $1,916.6 and $1,687.3) ........ 2,058.4 1,841.3
--------- ---------
TOTAL INVESTED ASSETS ........................ 33,485.1 31,158.1
Cash ..................................................... 37.5 41.7
Securities Lending Collateral ............................ 1,693.8 1,853.9
Accrued Investment Income ................................ 379.3 350.0
Premiums Receivable ...................................... 2,323.5 2,336.4
Reinsurance Recoverable on Unpaid Losses
and Loss Expenses ..................................... 4,078.5 3,483.2
Prepaid Reinsurance Premiums ............................. 275.5 328.3
Deferred Policy Acquisition Costs ........................ 1,441.1 1,434.7
Real Estate Assets ....................................... 407.4 474.2
Investment in Partially Owned Company .................... 253.7 346.2
Deferred Income Tax ...................................... 546.3 533.5
Goodwill ................................................. 467.4 467.4
Other Assets ............................................. 1,355.2 1,452.7
--------- ---------
TOTAL ASSETS ................................. $46,744.3 $44,260.3
========= =========
Liabilities
Unpaid Losses and Loss Expenses .......................... $22,647.9 $20,291.9
Unearned Premiums ........................................ 6,384.4 6,355.9
Securities Lending Payable ............................... 1,693.8 1,853.9
Long Term Debt ........................................... 2,507.8 2,813.7
Dividend Payable to Shareholders ......................... 85.9 75.0
Accrued Expenses and Other Liabilities ................... 2,115.4 2,743.5
--------- ---------
TOTAL LIABILITIES ............................ 35,435.2 34,133.9
--------- ---------
Shareholders' Equity
Common Stock - $1 Par Value; 199,910,791 and
195,803,824 Shares ..................................... 199.9 195.8
Paid-In Surplus .......................................... 1,574.7 1,319.1
Retained Earnings ........................................ 9,075.5 8,119.1
Accumulated Other Comprehensive Income
Unrealized Appreciation of Investments, Net of Tax .... 398.5 624.5
Foreign Currency Translation Gains, Net of Tax ........ 60.5 79.0
Treasury Stock, at Cost - 3,127,282 Shares in 2004 ....... -- (211.1)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY ................... 11,309.1 10,126.4
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ... $46,744.3 $44,260.3
========= =========
See Notes to Consolidated Financial Statements.
Page 3
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
PERIODS ENDED SEPTEMBER 30
Third Quarter Nine Months
---------------- -------------------
2005 2004 2005 2004
------- ------ -------- --------
(in millions)
Net Income ............................. $ 246.4 $364.0 $1,211.5 $1,080.8
------- ------ -------- --------
Other Comprehensive Income (Loss)
Change in Unrealized Appreciation
of Investments, Net of Tax ....... (254.4) 319.5 (226.0) (72.1)
Foreign Currency Translation Gains
(Losses), Net of Tax ............. 10.8 8.0 (18.5) 14.9
------- ------ -------- --------
(243.6) 327.5 (244.5) (57.2)
------- ------ -------- --------
Comprehensive Income ................... $ 2.8 $691.5 $ 967.0 $1,023.6
======= ====== ======== ========
See Notes to Consolidated Financial Statements.
Page 4
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30
2005 2004
--------- ----------
(in millions)
Cash Flows from Operating Activities
Net Income ................................................ $ 1,211.5 $ 1,080.8
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Increase in Unpaid Losses and Loss Expenses, Net .... 1,760.7 1,644.8
Increase in Unearned Premiums, Net .................. 88.9 362.1
Decrease (Increase) in Premiums Receivable .......... 12.9 (72.8)
Increase in Deferred Policy Acquisition Costs ....... (10.3) (65.0)
Decrease in Liability Related to Principal and
Interest Guarantee ............................... (186.4) --
Change in Deferred Income Tax ....................... 111.3 60.7
Depreciation ........................................ 69.1 79.6
Realized Investment Gains ........................... (196.4) (146.5)
Other, Net .......................................... 94.8 251.6
--------- ----------
Net Cash Provided by Operating Activities ................. 2,956.1 3,195.3
--------- ----------
Cash Flows from Investing Activities
Proceeds from Sales of Fixed Maturities ................... 4,433.1 2,683.7
Proceeds from Maturities of Fixed Maturities .............. 1,357.3 1,600.9
Proceeds from Sales of Equity Securities .................. 571.0 586.9
Purchases of Fixed Maturities ............................. (8,345.5) (8,551.8)
Purchases of Equity Securities ............................ (604.9) (715.1)
Decrease (Increase) in Short Term Investments, Net ........ (71.1) 998.9
Increase in Net Payable from Security Transactions
Not Settled ............................................ 39.7 212.8
Other, Net ................................................ 66.5 (45.8)
--------- ----------
Net Cash Used in Investing Activities ..................... (2,553.9) (3,229.5)
--------- ----------
Cash Flows from Financing Activities
Repayment of Long Term Debt ............................... (300.6) (.3)
Increase (Decrease) in Funds Held Under
Deposit Contracts ...................................... (276.3) 28.0
Proceeds from Issuance of Common Stock Under
Incentive and Purchase Plans ........................... 414.2 194.3
Dividends Paid to Shareholders ............................ (244.2) (216.2)
Other, Net ................................................ .5 17.9
--------- ----------
Net Cash Provided by (Used in) Financing Activities ....... (406.4) 23.7
--------- ----------
Net Decrease in Cash ......................................... (4.2) (10.5)
Cash at Beginning of Year .................................... 41.7 52.2
--------- ----------
Cash at End of Period ..................................... $ 37.5 $ 41.7
========= ==========
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 (Chubb) 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 September 30
------------------------------------
Third Quarter Nine Months
---------------- -----------------
2005 2004 2005 2004
------- ------ ------- -------
(in millions)
Change in unrealized appreciation of
equity securities .................... $ (30.3) $(18.5) $ (12.2) $ (23.7)
Change in unrealized appreciation of
fixed maturities ..................... (361.1) 510.1 (335.5) (87.1)
------- ------ ------- -------
(391.4) 491.6 (347.7) (110.8)
Deferred income tax (credit) ............ (137.0) 172.1 (121.7) (38.7)
------- ------ ------- -------
Change in unrealized appreciation
of investments, net .................. $(254.4) $319.5 $(226.0) $ (72.1)
======= ====== ======= =======
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.
Page 6
4) Debt
In November 2002, Chubb issued $600 million of unsecured 4% senior
notes due November 16, 2007 and 24 million mandatorily exercisable warrants
to purchase the Corporation's common stock on or before November 16, 2005.
The notes and warrants were issued together in the form of 7% equity units.
Each equity unit initially represented one warrant and $25 principal amount
of senior notes. In August 2005, the notes were successfully remarketed as
required by their terms. The interest rate on the notes was reset to 4.934%
from 4%, effective August 16, 2005. The remarketed notes are due November
16, 2007. Chubb did not receive any proceeds from the remarketing of the
notes. Instead, the proceeds from the remarketing will be used to satisfy
the holders' obligation under the warrants to purchase the Corporation's
common stock on November 16, 2005.
5) 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 September 30
------------------------------------------
Third Quarter Nine Months
------------------- --------------------
2005 2004 2005 2004
-------- -------- --------- --------
(in millions)
Revenues
Property and casualty insurance
Premiums earned
Personal insurance ........... $ 796.4 $ 751.8 $ 2,390.6 $2,229.0
Commercial insurance ......... 1,202.4 1,211.9 3,727.0 3,534.9
Specialty insurance .......... 757.2 698.4 2,206.1 2,050.9
-------- -------- --------- --------
Total insurance .............. 2,756.0 2,662.1 8,323.7 7,814.8
Reinsurance assumed .......... 286.8 292.9 772.7 795.8
-------- -------- --------- --------
3,042.8 2,955.0 9,096.4 8,610.6
Investment income ............... 339.6 304.2 992.5 885.0
-------- -------- --------- --------
Total property and casualty
insurance ................. 3,382.4 3,259.2 10,088.9 9,495.6
Chubb Financial Solutions
non-insurance business .......... (5.2) 2.0 (2.0) (1.2)
Corporate and other ................ 3.2 35.3 96.2 88.7
Realized investment gains .......... 99.0 48.9 196.4 146.5
-------- -------- --------- --------
Total revenues ............... $3,479.4 $3,345.4 $10,379.5 $9,729.6
======== ======== ========= ========
Income (loss) before income tax
Property and casualty insurance
Underwriting
Personal insurance ........... $ 26.7 $ (22.8) $ 293.6 $ 59.0
Commercial insurance ......... (130.3) 211.9 207.1 653.0
Specialty insurance .......... 44.3 (22.1) 22.5 (240.8)
-------- -------- --------- --------
Total insurance .............. (59.3) 167.0 523.2 471.2
Reinsurance assumed .......... (1.0) 10.8 56.2 30.6
-------- -------- --------- --------
(60.3) 177.8 579.4 501.8
Increase in deferred policy
acquisition costs ......... 1.3 15.6 10.3 65.0
-------- -------- --------- --------
Underwriting income (loss) ... (59.0) 193.4 589.7 566.8
Investment income ............... 333.4 299.1 971.9 867.8
Other charges ................... (.7) (1.2) (2.9) (3.7)
-------- -------- --------- --------
Total property and casualty
insurance ................. 273.7 491.3 1,558.7 1,430.9
Chubb Financial Solutions
non-insurance business .......... (6.5) .2 (7.2) (17.0)
Corporate and other loss ........... (62.0) (60.3) (147.9) (125.0)
Realized investment gains .......... 99.0 48.9 196.4 146.5
-------- -------- --------- --------
Total income before income
tax ....................... $ 304.2 $ 480.1 $ 1,600.0 $1,435.4
======== ======== ========= ========
Page 8
6) Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
Periods Ended September 30
--------------------------------------
Third Quarter Nine Months
--------------- --------------------
2005 2004 2005 2004
------ ------ -------- ---------
(in millions,
except per share amounts)
Basic earnings per share:
Net income .......................... $246.4 $364.0 $1,211.5 $1,080.8
====== ====== ======== ========
Weighted average number of common
shares outstanding ............... 198.7 190.5 196.1 189.3
====== ====== ======== ========
Basic earnings per share ............ $ 1.24 $ 1.91 $ 6.18 $ 5.71
====== ====== ======== ========
Diluted earnings per share:
Net income .......................... $246.4 $364.0 $1,211.5 $1,080.8
====== ====== ======== ========
Weighted average number of common
shares outstanding ............... 198.7 190.5 196.1 189.3
Additional shares from assumed
exercise of stock-based
compensation awards .............. 3.6 2.8 3.7 3.2
Additional shares from assumed
issuance of common stock upon
settlement of purchase contracts
and mandatorily exercisable
warrants ......................... 3.0 -- 2.2 --
------ ------ -------- --------
Weighted average number of common
shares and potential common shares
assumed outstanding for computing
diluted earnings per share ....... 205.3 193.3 202.0 192.5
====== ====== ======== ========
Diluted earnings per share .......... $ 1.20 $ 1.88 $ 6.00 $ 5.61
====== ====== ======== ========
7) Subsequent Event
On October 25, 2005, the Corporation announced that it has entered into an
agreement regarding the formation of a new reinsurance company, Harbor Point
Limited, to be based in Bermuda. It is expected that Harbor Point will write a
diverse portfolio of both property and casualty reinsurance products.
As part of the transaction, the Corporation will transfer its continuing
reinsurance business and certain related assets, including renewal rights
effective January 1, 2006, to Harbor Point. In exchange, the Corporation will
receive from Harbor Point a $200 million five year 6% convertible note and
warrants, representing in the aggregate on a fully converted and fully diluted
basis approximately 16% of the new company.
Page 9
Harbor Point will not assume the reinsurance liabilities relating to
reinsurance contracts incepting prior to December 31, 2005. Those liabilities
and the related assets will be retained by the Corporation's property and
casualty insurance subsidiaries (the P&C Group).
Other than pursuant to certain arrangements to be entered into with Harbor
Point, the P&C Group will no longer engage directly in the assumed reinsurance
business. Harbor Point will have the right for a transition period to underwrite
specific reinsurance business on the P&C Group's behalf in cases where Harbor
Point is unable to underwrite that business because of the absence of necessary
ratings, regulatory licenses or approvals. Any reinsurance policies issued by
the P&C Group under this arrangement during the transition period will be ceded
to Harbor Point under quota share reinsurance agreements to be entered into by
the parties. A limited portion of this business will be retained by the P&C
Group.
The closing of the transaction is subject to certain financing and other
customary closing conditions. It is expected that the closing will occur by the
end of November and that Harbor Point will then commence underwriting upon
receipt of necessary regulatory approvals. The transaction is expected to result
in a pre-tax gain.
Page 10
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Nine Months Ended September 30, 2005 and 2004 and for
the Quarters Ended September 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. These statements include statements regarding: the
impact of different estimates and judgments on our reported financial
statements; expectations as to the cost and availability of reinsurance as a
result of recent catastrophes and other events; the possible reauthorization of
the Terrorism Risk Insurance Act of 2002, and our plans to model and manage
terrorism related risks and the potential impact of terrorism on the volatility
of our operating results; our estimated gross and net losses from Hurricane
Katrina and the expected impact of changes thereof on our financial condition or
liquidity; the uncertainty in the commercial insurance market caused by recent
hurricanes; the possibility that our asbestos and toxic waste related
liabilities may be greater than estimated and the potential impact on our
financial condition and liquidity; our realistic loss exposure under Chubb
Financial Solutions' credit default swaps; the possible recognition of
additional impairment losses if real estate is not sold or does not perform as
contemplated and the effect thereof on our results of operations; possible
actions we could take, and sources we could use, to satisfy future capital needs
and liquidity requirements; the possible impact of reductions in ratings; and
the Harbor Point transaction, including its expected business, our ceasing to
engage directly in the assumed reinsurance business, the expected timing for
closing of the transaction and the expectation as to a pre-tax gain.
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;
Page 11
- 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;
- 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;
- 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;
- the effects of inflation;
- changes in domestic and foreign laws, regulations and taxes;
- changes in competition and pricing environments;
- regional or general changes in asset valuations;
- the inability to reinsure certain risks economically;
- changes in the litigation environment;
- general market conditions; and
Page 12
- the ability to satisfy closing conditions and to complete the Harbor Point
transaction, the actions of governmental and other regulatory authorities
and the effect on the assumed reinsurance business of general economic and
market conditions;
- 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.
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 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. For a
discussion of each of these estimates and judgments, see the Corporation's 2004
Annual Report on Form 10-K.
OVERVIEW
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
overview 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 $1,212 million in the first nine months of 2005 and
$247 million in the third quarter compared with $1,081 million and
$364 million, respectively, in the comparable periods of 2004.
- Results in the first nine months and third quarter of 2005 were
adversely impacted by pre-tax costs of $511 million related to
Hurricane Katrina, including estimated net losses of $415 million, net
reinsurance reinstatement premium costs of $51 million and a $45
million charge, included in our corporate segment, representing
Chubb's share of the losses estimated by an insurer in which we have a
minority interest.
- Written premiums grew by 2% in the first nine months of 2005 and were
flat in the third 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 in the first nine months
of 2005 but were unprofitable in the third quarter due to the net
losses and reinstatement premium costs related to Hurricane Katrina.
The combined loss and expense ratio was 93.3% in the first nine months
of 2005 and 102.2% in the third quarter compared with 92.9% and 93.3%
in the corresponding periods of 2004.
Page 13
- Property and casualty investment income after taxes increased by 12%
in the first nine months of 2005 and 10% in third quarter.
- On October 25, 2005, we announced that we have entered into an
agreement, subject to certain financing and other customary
closing conditions, to transfer our continuing reinsurance assumed
business produced by Chubb Re and certain related assets, including
renewal rights effective January 1, 2006, to a new reinsurance
company.
A summary of our consolidated net income is as follows:
Periods Ended September 30
-------------------------------
Third Quarter Nine Months
------------- ---------------
2005 2004 2005 2004
---- ---- ------ ------
(in millions)
Property and Casualty Insurance ......... $274 $491 $1,559 $1,431
Chubb Financial Solutions Non-Insurancee
Business ............................. (6) -- (7) (17)
Corporate and Other ..................... (62) (60) (148) (125)
Realized Investment Gains ............... 99 49 197 146
---- ---- ------ ------
Consolidated Income Before Income Tax ... 305 480 1,601 1,435
Federal and Foreign Income Tax .......... 58 116 389 354
---- ---- ------ ------
Consolidated Net Income ................. $247 $364 $1,212 $1,081
==== ==== ====== ======
Net income included realized investment gains after tax of $126 million in
the first nine months of 2005 and $63 million in the third quarter compared with
$99 million and $31 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.
Page 14
PROPERTY AND CASUALTY INSURANCE
A summary of the results of operations of our property and casualty
insurance business is as follows:
Periods Ended September 30
---------------------------------
Third Quarter Nine Months
--------------- ---------------
2005 2004 2005 2004
------ ------ ------ ------
(in millions)
Underwriting
Net Premiums Written ....................... $3,017 $3,026 $9,186 $8,973
Decrease (Increase) in Unearned Premiums ... 26 (71) (89) (362)
------ ------ ------ ------
Premiums Earned ......................... 3,043 2,955 9,097 8,611
------ ------ ------ ------
Losses and Loss Expenses ................... 2,260 1,881 5,914 5,428
Operating Costs and Expenses ............... 836 888 2,584 2,659
Increase in Deferred Policy
Acquisition Costs ....................... (1) (16) (10) (65)
Dividends to Policyholders ................. 7 8 19 22
------ ------ ------ ------
Underwriting Income (Loss) .................. (59) 194 590 567
------ ------ ------ ------
Investments
Investment Income Before Expenses .......... 340 304 993 885
Investment Expenses ........................ 6 5 21 17
------ ------ ------ ------
Investment Income .......................... 334 299 972 868
------ ------ ------ ------
Other Charges ................................. (1) (2) (3) (4)
------ ------ ------ ------
Property and Casualty Income Before Tax ....... $ 274 $ 491 $1,559 $1,431
====== ====== ====== ======
Property and Casualty Investment Income
After Tax .................................. $ 267 $ 242 $ 780 $ 696
====== ====== ====== ======
Income before taxes from our property and casualty business was higher in
the first nine months of 2005 compared with the same period of 2004. The
increase was caused by significantly higher investment income and, to a lesser
extent, modestly higher underwriting income.
Property and casualty income in the third quarter of 2005 was substantially
lower than in the corresponding period of 2004. Underwriting results were
unprofitable in the third quarter of 2005 compared with profitable results in
the same period in 2004. Underwriting results in the third quarter of 2005 were
adversely affected by estimated net losses of $415 million and net reinsurance
reinstatement premium costs of $51 million related to Hurricane Katrina.
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.
Page 15
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.
Catastrophe losses are a significant component in understanding and
assessing the financial performance of our property and casualty insurance
business. However, in periods in which there is a very large catastrophic event,
such as Hurricane Katrina, its impact makes it difficult to assess the
underlying trends in our property and casualty business. Management believes
that a discussion of the impact of catastrophes is meaningful during such
periods in order for investors to understand the variability in periodic
earnings and to evaluate the underlying performance of our underwriting
operations. Accordingly, we have presented in the discussion below premium
growth percentages and combined loss and expense ratios, excluding the effects
of catastrophes.
Change in Reporting Format
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 had been included in other personal,
are now included in homeowners.
- Accident results, which had been included in other specialty, are now
included in other personal.
Page 16
Commercial Insurance
- Commercial insurance results for financial institutions, which had
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 had been included in other specialty, are now
reported separately within specialty insurance.
Reinsurance Assumed
- Reinsurance assumed results, which had been included in other
specialty, are now reported as a separate business unit.
Net Premiums Written
Property and casualty net premiums written were $9.2 billion in the first
nine months of 2005 and $3.0 billion in the third quarter. Net premiums written
grew by 2% in the first nine months of 2005 and were flat in the third quarter
compared with the same periods in 2004. Excluding the $51 million of net
reinsurance reinstatement premium costs related to Hurricane Katrina, net
premiums written grew by 3% and 1% in the first nine months and third quarter of
2005, respectively, compared with the same periods in 2004.
Page 17
Net premiums written by business unit were as follows:
% Increase
2005 2004 (Decrease)
------ ------ ----------
(in millions)
NINE MONTHS ENDED SEPTEMBER 30
PERSONAL INSURANCE
Automobile ................ $ 486 $ 474 3%
Homeowners ................ 1,584 1,455 9
Other ..................... 417 409 2
------ ------
Total Personal ......... 2,487 2,338 6
------ ------
COMMERCIAL INSURANCE
Multiple Peril ............ 935 967 (3)
Casualty .................. 1,321 1,264 4
Workers' Compensation ..... 726 682 6
Property and Marine ....... 778 813 (4)
------ ------
Total Commercial ....... 3,760 3,726 1
------ ------
SPECIALTY INSURANCE
Professional Liability .... 2,035 1,919 6
Surety .................... 178 155 15
------ ------
Total Specialty ........ 2,213 2,074 7
------ ------
Total Insurance ........ 8,460 8,138 4
REINSURANCE ASSUMED .......... 726 835 (13)
------ ------
TOTAL .................. $9,186 $8,973 2
====== ======
QUARTER ENDED SEPTEMBER 30
PERSONAL INSURANCE
Automobile ................ $ 169 $ 164 3%
Homeowners ................ 564 526 7
Other ..................... 127 123 3
------ ------
Total Personal ......... 860 813 6
------ ------
COMMERCIAL INSURANCE
Multiple Peril ............ 294 318 (7)
Casualty .................. 411 407 1
Workers' Compensation ..... 230 213 8
Property and Marine ....... 192 256 (25)
------ ------
Total Commercial ....... 1,127 1,194 (6)
------ ------
SPECIALTY INSURANCE
Professional Liability .... 698 659 6
Surety .................... 73 60 21
------ ------
Total Specialty ........ 771 719 7
------ ------
Total Insurance ........ 2,758 2,726 1
REINSURANCE ASSUMED .......... 259 300 (14)
------ ------
TOTAL .................. $3,017 $3,026 --
====== ======
Page 18
Premiums from our insurance business grew 4% in the first nine months of
2005 and 1% in the third quarter compared with the same periods of 2004.
Excluding reinsurance reinstatement premium costs of $102 million related to
Hurricane Katrina, such growth was 5% for both periods. Over 75% of our
insurance premiums are written in the United States. Insurance premiums in the
U.S. grew by 3% in the first nine months and were flat in the third quarter.
Excluding the reinsurance reinstatement premium costs, premium growth in the
U.S. was 4% in the first nine months and 5% in the third quarter. Insurance
premiums outside the U.S. grew 8% in the first nine months and 5% in the third
quarter. In local currencies, such growth was 4% and 1%, respectively.
We experienced modest premium growth in the first nine months of 2005 in
our insurance business, 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.
Reinsurance assumed premiums generated by Chubb Re decreased by 13% in the
first nine months of 2005 and 14% in the third quarter compared with the same
periods of 2004. Excluding net reinstatement premium revenue of $51 million
related to Hurricane Katrina, reinsurance assumed premiums decreased by 19% and
31%, respectively, in the first nine months and third quarter of 2005. 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. As a result of the substantial losses incurred by reinsurers from
the recent catastrophes, we expect the cost of reinsurance in the marketplace to
increase significantly, particularly for property coverages. In addition, the
availability of reinsurance for certain coverages, such as terrorism, will
continue to be limited and expensive.
Our overall reinsurance costs in the first nine months of 2005 have been
lower than those in the comparable period of 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 believed the cost was not justified.
Our property reinsurance program was renewed in April 2005. On the
commercial property per risk treaty, our retention remained at $15 million. This
treaty provides $435 million of coverage per risk in excess of our retention.
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.
Page 19
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.
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.
Profitability
Underwriting results were similarly profitable in the first nine months of
2005 and 2004. Underwriting results in the third quarter of 2005 were modestly
unprofitable compared with profitable results in the same period of 2004.
Underwriting results in the first nine months of 2005 and 2004 were adversely
affected by catastrophes, particularly in the third quarter of each year --
from Hurricane Katrina in 2005 and the hurricanes that hit Florida and
several other states in 2004. The combined loss and expense ratio for our
overall property and casualty business was as follows:
2005 2004
----------------------------------- -----------------------------------
Excluding Excluding
Impact of Impact of Impact of Impact of
Total Catastrophes Catastrophes Total Catastrophes Catastrophes
----- ------------ ------------ ----- ------------ ------------
NINE MONTHS ENDED
SEPTEMBER 30
Loss ratio ...... 65.1% 5.9% 59.2% 63.2% 3.0% 60.2%
Expense ratio ... 28.2 .2 28.0 29.7 -- 29.7
----- ---- ---- ---- --- ----
Combined ratio .. 93.3% 6.1% 87.2% 92.9% 3.0% 89.9%
===== ==== ==== ==== === ====
QUARTER ENDED
SEPTEMBER 30
Loss ratio ...... 74.4% 16.5% 57.9% 63.9% 6.7% 57.2%
Expense ratio ... 27.8 .5 27.3 29.4 -- 29.4
----- ---- ---- ---- --- ----
Combined ratio .. 102.2% 17.0% 85.2% 93.3% 6.7% 86.6%
===== ==== ==== ==== === ====
Our estimated net losses from Hurricane Katrina were $415 million and we
incurred $51 million of net reinsurance reinstatement premium costs related to
the hurricane. In our insurance business, we incurred net losses of $335 million
as well as reinstatement premium costs of $102 million, for an aggregate cost of
$437 million. In our reinsurance assumed business, we incurred net losses of $80
million and recognized net reinstatement premium revenue of $51 million, for a
net cost of $29 million.
We estimate that our gross losses from Hurricane Katrina were about $1.2
billion. Almost all of the losses were from property exposure and business
interruption claims. Our net losses of $415 million were significantly lower
than the gross amount due to a property per risk treaty that limited our net
loss per risk and our property catastrophe treaty. We still have about $400
million of reinsurance available for this event under our catastrophe treaty if
our gross losses were higher than our current estimate. Therefore, while it is
possible that our estimate of ultimate losses related to Hurricane Katrina may
change in the future, we do not expect that any such change would have a mate-
rial effect on the Corporation's consolidated financial condition or liquidity.
Page 20
Other catastrophe losses in the third quarter of 2005 amounted to $57
million, bringing our total net catastrophe losses for the quarter to $472
million. Catastrophe losses in the third quarter of 2004 were $196 million.
Catastrophe losses in the first nine months of 2005 amounted to $513
million and related net reinsurance reinstatement premium costs were $51 million
compared with catastrophe losses of $259 million in the comparable period of
2004. The 2004 catastrophe loss amount reflects an $80 million reduction in loss
reserves in the second quarter related to the September 11, 2001 attack.
The loss ratio, excluding the effects of catastrophes, was similar in the
first nine months of 2005 and 2004 and in the third quarter of both years,
reflecting the favorable experience resulting from our disciplined underwriting
standards in recent years.
The decrease in the expense ratio in the first nine months and third
quarter of 2005 was due to lower accrued 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 expect that total producer compensation in 2005 will be lower than in
2004. The lower contingent commissions in the first nine 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 nine months of 2004
at a higher rate in anticipation of higher premium growth during 2004 than we
ultimately realized.
REVIEW OF UNDERWRITING RESULTS BY BUSINESS UNIT
Personal Insurance
Premiums from personal insurance coverages, which represented 27% of net
premiums written in the first nine months of 2005, increased by 6% in both the
first nine months and third quarter of 2005 compared with the same periods in
2004. Excluding reinsurance reinstatement premium costs of $18 million in the
homeowners class related to Hurricane Katrina, personal insurance premiums grew
7% and 8%, respectively. Premium growth was driven by our homeowners business
due to increased insurance-to-value, modestly higher rates and an increase in
the number of policies in-force. 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 was attributable to
lower premiums in our U.S. accident business, due primarily to increased
competition and the culling of health care business.
Page 21
Our personal insurance business produced highly profitable underwriting
results in the first nine months of 2005 compared with profitable results in
2004. Results in the third quarter of 2005 were profitable compared with near
breakeven results in the same period of 2004. Results in our personal insurance
business were adversely affected by catastrophes in the first nine months of
2005 and 2004, particularly in the third quarter of both years. The combined
loss and expense ratios for the classes of business within personal insurance
were as follows:
2005 2004
----------------------------------- -----------------------------------
Excluding Excluding
Impact of Impact of Impact of Impact of
Total Catastrophes Catastrophes Total Catastrophes Catastrophes
----- ------------ ------------ ----- ------------ ------------
NINE MONTHS ENDED
SEPTEMBER 30
Automobile .......... 97.7% 1.1% 96.6% 94.2% .6% 93.6%
Homeowners .......... 81.5 9.4 72.1 97.1 17.1 80.0
Other ............... 91.9 (.4) 92.3 93.2 .5 92.7
----- ---- ---- ----- ---- -----
Total personal ... 86.5% 6.1% 80.4% 95.8% 10.8% 85.0%
===== ==== ==== ===== ==== =====
QUARTER ENDED
SEPTEMBER 30
Automobile .......... 102.4% 3.0% 99.4% 92.5% 1.2% 91.3%
Homeowners .......... 90.6 22.8 67.8 102.0 26.8 75.2
Other ............... 97.9 .5 97.4 104.7 1.5 103.2
----- ---- ---- ----- ---- -----
Total personal ... 94.3% 15.4% 78.9% 100.6% 17.1% 83.5%
===== ==== ==== ===== ==== =====
Homeowners results were highly profitable in the first nine months and
third quarter of 2005. Results were modestly profitable in the first nine months
of 2004 and modestly unprofitable in the third quarter of 2004. Results in both
years were adversely affected by significant catastrophe losses, but more so in
2004. The improvement in 2005 was due to the lesser impact of catastrophes and
to better pricing and contract wording changes related to mold damage that we
have implemented over the past few years.
Our personal automobile business produced profitable results in the first
nine months of 2005 and 2004, but more so in 2004. Results in the third quarter
of 2005 were adversely affected by reserve strengthening in the liability
component related to prior accident years. This business continues to
experience stable underlying claim frequency and severity. Other personal
coverages, which include excess liability, yacht and accident insurance,
produced highly profitable results in the first nine months of 2005 and 2004
due to favorable loss experience. Results in the third quarter of 2004 were
adversely affected by several large yacht losses.
Page 22
Commercial Insurance
Premiums from commercial insurance, which represented 41% of our net
premiums written in the first nine months of 2005, increased by 1% in the first
nine months of 2005 and decreased by 6% in the third quarter compared with the
similar periods a year ago. Premium growth was adversely affected by reinsurance
reinstatement premium costs of $84 million -- $14 million in multiple peril and
$70 million in property and marine -- related to Hurricane Katrina. Excluding
the reinsurance reinstatement premiums, commercial insurance premiums grew 3% in
the first nine months and 1% in the third quarter. Rates in the U.S. decreased
slightly in the first nine 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 nine 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
have maintained our discipline in the competitive market, continuing to get
acceptable rates and appropriate terms and conditions on business written. It is
uncertain how the recent hurricanes will affect the commercial insurance
marketplace. However, we have already seen some firming of property rates in
certain areas.
Our commercial insurance business produced profitable results in the first
nine months of 2005 and unprofitable results in the third quarter compared with
highly profitable results in the comparable periods of 2004. Our commercial
insurance results were adversely affected by catastrophes in the third quarter
of 2005, particularly Hurricane Katrina. The combined loss and expense ratios
for the classes of business within commercial insurance were as follows:
2005 2004
----------------------------------- -----------------------------------
Excluding Excluding
Impact of Impact of Impact of Impact of
Total Catastrophes Catastrophes Total Catastrophes Catastrophes
----- ------------ ------------ ----- ------------ ------------
NINE MONTHS ENDED
SEPTEMBER 30
Multiple peril ..... 89.4% 9.0% 80.4% 74.5% .7% 73.8%
Casualty ........... 97.1 .2 96.9 85.3 (2.5) 87.8
Workers'
compensation .... 84.6 (.1) 84.7 89.4 (.2) 89.6
Property and
marine .......... 104.2 35.2 69.0 71.3 2.1 69.2
----- ----- ---- ---- ---- ----
Total
commercial ... 94.2% 10.0% 84.2% 79.8% (.2)% 80.0%
===== ===== ==== ==== ==== ====
QUARTER ENDED
SEPTEMBER 30
Multiple peril ..... 103.3% 27.9% 75.4% 79.0% 7.2% 71.8%
Casualty ........... 96.7 .5 96.2 88.5 -- 88.5
Workers'
compensation .... 84.1 (.2) 84.3 87.7 -- 87.7
Property and
marine .......... 192.0 120.9 71.1 75.1 7.4 67.7
----- ----- ---- ---- ---- ----
Total
commercial ... 112.8% 29.7% 83.1% 82.9% 3.5% 79.4%
===== ===== ==== ==== ==== ====
Our commercial insurance underwriting results in 2005 and 2004, excluding
the effects of catastrophes, 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 non-catastrophe property losses.
Multiple peril results were adversely affected by catastrophes in the third
quarter of 2005. The property component of this business benefited from
unusually low non-catastrophe losses in the first nine months of 2005 and 2004.
Page 23
Our casualty business produced less profitable results in the first nine
months of 2005 compared with the same period in 2004. The automobile component
of this business was highly profitable in both years, but more so in 2004. The
primary liability component was also less profitable in 2005 than in 2004. The
excess liability component produced unprofitable results in 2005 compared with
profitable results in 2004. Results in 2005 were adversely affected by
unfavorable loss development 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 the first nine
months of 2005 and 2004. Results in both years benefited from our disciplined
risk selection during the past several years.
Property and marine results were adversely affected by catastrophes in the
third quarter of 2005. Results in the first nine months of 2005 and 2004
benefited from few severe non-catastrophe losses.
Specialty Insurance
Premiums from specialty insurance, which represented 24% of our net
premiums written in the first nine months of 2005, increased by 7% in both the
first nine months and third quarter of 2005 compared with the similar periods a
year ago. The growth in net premiums written in the professional liability
classes of business was 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. Also, effective July 1,
2005, we sold the renewal rights on our hospital professional liability and
managed care errors and omissions business. Overall, rates in the U.S. for the
professional liability classes were down slightly in the first nine months of
2005. The most significant rate declines occurred in the for-profit directors
and officers liability component, particularly for large public companies.
Retention levels in the U.S. in the first nine months of 2005 were comparable to
the 2004 levels, while new business volume was modestly lower. In line with our
strategy in recent years, we continued 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. The
significant growth in net premiums written for our surety business was due
largely to the non-renewal of a high excess reinsurance treaty.
Our specialty insurance business produced modestly profitable underwriting
results in the first nine months of 2005 and highly profitable results in the
third quarter. Results in both respective periods of 2004 were unprofitable. The
combined loss and expense ratios for the classes of business within specialty
insurance were as follows:
Nine Months Ended Quarter Ended
September 30 September 30
----------------- -------------
2005 2004 2005 2004
----- ----- ---- -----
Professional liability... 100.7% 114.6% 99.1% 102.7%
Surety................... 73.0 69.5 30.1 100.3
----- ----- ---- -----
Total specialty...... 98.9% 111.5% 93.8% 102.4%
===== ===== ==== =====
Page 24
Results for our professional liability business improved substantially in
the first nine months of 2005, producing near breakeven results compared with
unprofitable results in the same period of 2004. 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 2004, were adversely affected by unfavorable development on loss
reserves related to accident years 2002 and prior. The adverse development was
predominantly from 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 our professional liability business was highly profitable in both years.
Surety results were highly profitable in the first nine months of 2005 and
2004. Such results were exceptionally profitable in the third quarter of 2005
compared with near breakeven results in the same period of 2004. Our surety
business tends to be characterized by infrequent but potentially high severity
losses. Results in the third quarter of 2004 were adversely affected by two
large losses.
Reinsurance Assumed
Premiums from our reinsurance assumed business generated by Chubb Re, which
represented 8% of net premiums written in the first nine months of 2005,
decreased by 13% in the first nine months of 2005 and 14% in the third quarter
compared with the similar periods in 2004. Excluding the net reinsurance
restatement premium revenue of $51 million related to Hurricane Katrina, such
premiums declined 19% and 31%, respectively. A significant decrease in premiums
was expected as there were fewer attractive opportunities in the reinsurance
market.
Our reinsurance assumed business was similarly profitable in the first nine
months of 2005 and 2004. Results in the third quarter of 2005 were unprofitable
compared with profitable results in the same period of 2004. Results for our
reinsurance assumed business were adversely affected by catastrophes in the
third quarter of 2005 and 2004.
The combined loss and expense ratios for the reinsurance assumed business
were as follows:
Nine Months Ended Quarter Ended
September 30 September 30
----------------- -------------
2005 2004 2005 2004
---- ---- ----- ----
Total ................... 94.8% 94.6% 103.3% 95.6%
Impact of catastrophes .. 4.4 3.1 10.7 8.4
---- ---- ----- ----
Excluding impact of
catastrophes ......... 90.4% 91.5% 92.6% 87.2%
==== ==== ===== ====
As discussed on page 33 of this report, on October 25, 2005, we announced
that we have entered into an agreement to transfer our ongoing reinsurance
business to Harbor Point Limited, a new reinsurance company.
LOSS RESERVES
Unpaid losses and loss expenses, also referred to as loss reserves, are the
largest liability of our property and casualty business.
Page 25
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, Hurricane Katrina and the September 11, 2001 attack. The
components of our loss reserves were as follows:
September 30, December 31,
2005 2004
------------- ------------
(in millions)
Gross loss reserves
Related to asbestos and toxic
waste claims ..................... $ 1,128 $ 1,169
Related to Hurricane Katrina ........ 1,187 --
Related to September 11 attack ...... 434 700
All other loss reserves ............. 19,899 18,423
------- -------
22,648 20,292
------- -------
Reinsurance recoverable
Related to asbestos and toxic
waste claims ..................... 51 55
Related to Hurricane Katrina ........ 775 --
Related to September 11 attack ...... 350 582
All other reinsurance recoverable ... 2,903 2,846
------- -------
4,079 3,483
------- -------
Net loss reserves ...................... $18,569 $16,809
======= =======
The components of our net loss reserves were as follows:
September 30, December 31,
2005 2004
------------- ------------
(in millions)
Reserves related to asbestos and toxic
waste claims .......................... $ 1,077 $ 1,114
Reserves related Hurricane Katrina ....... 412 --
Reserves related to September 11 attack .. 84 118
All other loss reserves
Personal insurance .................... 1,662 1,579
Commercial insurance .................. 7,248 6,594
Specialty insurance ................... 6,779 6,282
Reinsurance assumed ................... 1,307 1,122
------- -------
Net loss reserves ........................ $18,569 $16,809
======= =======
Page 26
Loss reserves for each of our business units increased in the first nine
months of 2005, with the most significant increases occurring in the long tail
liability classes of business within commercial and specialty insurance and
reinsurance assumed.
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 September 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 September 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
the first nine months of 2005 and 11% in the third quarter compared with the
same periods in 2004. Growth was due to an increase in invested assets since the
third 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.
The effective tax rate on investment income was 19.7% in the first nine
months of 2005 compared with 19.8% 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
12% in the first nine months of 2005 and 10% in the third 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.
Page 27
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 $7
million in the first nine months of 2005 compared with a loss of $17 million in
the first nine months of 2004. The loss in the first nine months of 2005 was due
to a loss on the termination of a principal and interest guarantee contract,
which is discussed below, partially offset by gains on the termination during
the period of CFS's obligations under certain portfolio credit default swaps.
The loss in the first nine months of 2004 was primarily related to losses on the
termination of CFS's obligations under several portfolio credit default swaps.
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 under which CFS guaranteed principal
and interest obligations. 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. In September 2005, CFS agreed with the
counterparty to terminate the guarantee. CFS paid the counterparty $198 million
under the terms of the agreement, at which time the $186 million liability was
eliminated.
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.
The notional amount of CFS's credit default swaps was $1.8 billion at
September 30, 2005. Our realistic loss exposure is a very small portion of the
$1.8 billion notional amount as our position is senior to subordinated interests
of $0.7 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 September 30, 2005 were AAA.
Page 28
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
---------------------------- ----------------------------
September 30, December 31, September 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 ... .8 7.4 1 9
---- ---- --- ---
1.8 8.7 5 14
Other ..................... .3 .3 8 8
---- ---- --- ---
$2.1 $9.0 $13 $22
==== ==== === ===
CORPORATE AND OTHER
Corporate and other includes investment income earned on corporate invested
assets, interest expense and other expenses not allocated to our 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 $148 million in the
first nine months of 2005 compared with a loss of $125 million in the first nine
months of 2004. The higher loss in 2005 was due to the recognition of a real
estate impairment loss, which is discussed below, and lower income in 2005 than
in 2004 from our investment in Allied World. The third quarter results of Allied
World included losses from Hurricane Katrina in 2005 and storm losses in 2004,
our share of which was approximately $45 million and $30 million, respectively.
Results in the first nine 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 nine months of 2005 compared with a loss of $12 million in the first
nine 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.
Page 29
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
$153 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.
REALIZED INVESTMENT GAINS AND LOSSES
Net investment gains realized were as follows:
Periods Ended September 30
----------------------------
Third Quarter Nine Months
------------- ------------
2005 2004 2005 2004
---- ---- ---- ----
(in millions)
Net realized gains (losses)
Equity securities ......... $ 77 $36 $181 $165
Fixed maturities .......... 9 17 5 12
Personal Lines Insurance
Brokerage .............. 16 -- 16 --
Chubb Institute ........... -- (4) -- (31)
---- --- ---- ----
102 49 202 146
---- --- ---- ----
Other than temporary
impairment
Equity securities ......... 1 -- 1 --
Fixed maturities .......... 2 -- 4 --
---- --- ---- ----
3 -- 5 --
---- --- ---- ----
Realized investment gains
before tax ................ $ 99 $49 $197 $146
==== === ==== ====
Realized investment gains
after tax ................. $ 63 $31 $126 $ 99
==== === ==== ====
Of the net realized gains on sales of equity securities, $118 million and
$129 million in the first nine months of 2005 and 2004, respectively, related to
our share of gains recognized by investment partnerships in which we have an
interest.
In September 2005, we completed the sale of Personal Lines Insurance
Brokerage, Inc. Based on the terms of the sale, we recognized a gain of $16
million.
Page 30
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. The sale closed in September 2004. Under the final terms of the sale,
we recognized an additional loss of $4 million in the third 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. As a
result, we reduced our income tax liability, which resulted in the recognition
of a benefit of $22 million.
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 September 30, 2005, the Corporation had
shareholders' equity of $11.3 billion and total debt of $2.5 billion. In August
2005, $300 million of 6.15% notes were paid when due.
In November 2002, Chubb issued $600 million of unsecured 4% senior notes
due November 16, 2007 and 24 million mandatorily exercisable warrants to
purchase the Corporation's common stock on or before November 16, 2005. The
notes and warrants were issued together in the form of 7% equity units. Each
equity unit initially represented one warrant and $25 principal amount of senior
notes. In August 2005, the notes were successfully remarketed as required by
their terms. The interest rate on the notes was reset to 4.934% from 4%,
effective August 16, 2005. The remarketed notes are due November 16, 2007. We
did not receive any proceeds from the remarketing of the notes. Instead, the
proceeds from the remarketing will be used to satisfy the holders' obligation
under the warrants to purchase the Corporation's common stock on November 16,
2005.
Page 31
Management continually 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 September 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 nine
months of 2005. As of September 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.
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.
Page 32
Our strong underwriting results continued to generate substantial new cash.
New cash from operations available for investment by our property and casualty
subsidiaries was approximately $2.8 billion in the first nine months of 2005
compared with $3.0 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.
In the first nine months of 2005, we invested new cash in tax-exempt bonds
and taxable bonds. The 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 $613 million and $961 million at September 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.
Page 33
The unrealized market appreciation before tax of those fixed maturities
carried at amortized cost was $13 million at September 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.
SUBSEQUENT EVENT
On October 25, 2005, we announced that we have entered into an agreement
regarding the formation of a new reinsurance company, Harbor Point Limited, to
be based in Bermuda. It is expected that Harbor Point will write a diverse
portfolio of both property and casualty reinsurance products.
As part of the transaction, we will transfer our continuing reinsurance
business and certain related assets, including renewal rights effective January
1, 2006, to Harbor Point. In exchange, we will receive from Harbor Point a $200
million five year 6% convertible note and warrants, representing in the
aggregate on a fully converted and fully diluted basis approximately 16% of the
new company.
Harbor Point will not assume the reinsurance liabilities relating to
reinsurance contracts incepting prior to December 31, 2005. We will retain those
liabilities and the related assets.
Other than pursuant to certain arrangements to be entered into with Harbor
Point, we will no longer engage directly in the assumed reinsurance business.
Harbor Point will have the right for a transition period to underwrite specific
reinsurance business on our behalf in cases where Harbor Point is unable to
underwrite that business because of the absence of necessary ratings, regulatory
licenses or approvals. Any reinsurance policies issued by us under this
arrangement during the transition period will be ceded to Harbor Point under
quota share reinsurance agreements to be entered into by the parties. We will
retain a limited portion of this business.
The closing of the transaction is subject to certain financing and other
customary closing conditions. It is expected that the closing will occur by the
end of November and that Harbor Point will then commence underwriting upon
receipt of necessary regulatory approvals. We expect that the transaction will
result in a pre-tax gain.
Page 34
Item 4 - Controls and Procedures
As of September 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 September 30, 2005, there were no 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 35
PART II. OTHER INFORMATION
Item 1 - Legal Proceedings
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 36
Item 6 - Exhibits
A. Exhibits
Exhibit (10) - Material Contracts
(1) Amendment to the registrant's Key Employee Deferred Compensation
Plan (2005). Incorporated by reference to Exhibit 10.1 of the
registrant's Report to the Securities and Exchange Commission on
Form 8-K filed on September 12, 2005.
(2) Amendment to the form of restricted stock unit award agreement
for all eligible participants in The Chubb Corporation Long-Term
Stock Incentive Plan (2004). Incorporated by reference to Exhibit
10.2 of the registrant's Report to the Securities and Exchange
Commission on Form 8-K filed on September 12, 2005.
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: November 9, 2005