FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the quarterly period ended March 31, 2006
OR
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o |
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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)
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NEW JERSEY
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13-2595722 |
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(State or other jurisdiction of
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(I. R. S. Employer |
incorporation or organization)
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Identification No.) |
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15 MOUNTAIN VIEW ROAD, WARREN, NEW JERSEY
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07061-1615 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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 þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
YES o NO þ
The number of shares of common stock outstanding as of March 31, 2006 was 414,910,652.
THE CHUBB CORPORATION
INDEX
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Page Number |
Part I. Financial Information: |
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Item 1
Financial Statements: |
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Consolidated Statements of Income for the Three Months Ended March 31, 2006 and 2005 |
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1 |
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Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005 |
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2 |
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Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2006 and 2005 |
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3 |
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Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 |
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4 |
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Notes to Consolidated Financial Statements |
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5 |
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Item 2
Managements Discussion and Analysis of Financial Condition and Results of Operations |
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11 |
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Item 4
Controls and Procedures |
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30 |
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Part II. Other Information: |
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Item 1
Legal Proceedings |
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31 |
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Item 1A
Risk Factors |
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32 |
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Item 2
Unregistered Sales of Equity Securities and Use of Proceeds |
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34 |
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Item 6 Exhibits |
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35 |
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Signatures |
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35 |
Page 1
Part I. FINANCIAL INFORMATION
Item 1 Financial Statements
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31
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2006 |
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2005 |
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(in millions) |
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Revenues |
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Premiums Earned |
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$ |
3,019 |
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$ |
3,035 |
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Investment Income |
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381 |
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334 |
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Other Revenues |
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35 |
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Realized Investment Gains |
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106 |
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45 |
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Total Revenues |
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3,506 |
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3,449 |
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Losses and Expenses |
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Insurance Losses and Loss Expenses |
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1,618 |
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1,835 |
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Amortization of Deferred Policy Acquisition Costs |
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733 |
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731 |
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Other Insurance Operating Costs and Expenses |
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127 |
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153 |
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Investment Expenses |
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10 |
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9 |
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Other Expenses |
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16 |
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60 |
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Corporate Expenses |
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50 |
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49 |
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Total Losses and Expenses |
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2,554 |
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2,837 |
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Income Before Federal and Foreign Income Tax |
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952 |
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612 |
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Federal and Foreign Income Tax |
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280 |
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142 |
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Net Income |
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$ |
672 |
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$ |
470 |
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Net Income Per Share |
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Basic |
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$ |
1.62 |
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$ |
1.22 |
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Diluted |
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1.58 |
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1.18 |
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Dividends Declared Per Share |
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.25 |
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.211/2 |
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See Notes to Consolidated Financial Statements.
Page 2
THE CHUBB CORPORATION
CONSOLIDATED BALANCE SHEETS
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Mar. 31, |
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Dec. 31, |
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2006 |
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2005 |
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(in millions) |
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Assets |
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Invested Assets |
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Short Term Investments |
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$ |
1,653 |
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$ |
1,899 |
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Fixed Maturities |
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Held-to-Maturity Tax Exempt (market $182
and $216) |
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173 |
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205 |
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Available-for-Sale |
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Tax Exempt (cost $16,070 and $15,449) |
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16,202 |
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15,750 |
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Taxable (cost $14,652 and $14,515) |
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14,504 |
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14,568 |
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Equity Securities (cost $2,237 and $2,088) |
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2,387 |
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2,212 |
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TOTAL INVESTED ASSETS |
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34,919 |
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34,634 |
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Cash |
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42 |
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36 |
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Securities Lending Collateral |
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1,747 |
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2,077 |
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Accrued Investment Income |
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386 |
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391 |
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Premiums Receivable |
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2,212 |
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2,319 |
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Reinsurance Recoverable on Unpaid Losses
and Loss Expenses |
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3,370 |
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3,769 |
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Prepaid Reinsurance Premiums |
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274 |
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244 |
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Deferred Policy Acquisition Costs |
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1,438 |
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1,445 |
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Real Estate Assets |
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353 |
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367 |
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Investment in Partially Owned Company |
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243 |
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260 |
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Deferred Income Tax |
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641 |
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623 |
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Goodwill |
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467 |
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467 |
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Other Assets |
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1,609 |
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1,429 |
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TOTAL ASSETS |
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$ |
47,701 |
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$ |
48,061 |
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Liabilities |
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Unpaid Losses and Loss Expenses |
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$ |
22,401 |
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$ |
22,482 |
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Unearned Premiums |
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6,301 |
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6,361 |
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Securities Lending Payable |
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1,747 |
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2,077 |
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Long Term Debt |
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2,462 |
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2,467 |
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Dividend Payable to Shareholders |
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104 |
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90 |
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Accrued Expenses and Other Liabilities |
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2,086 |
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2,177 |
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TOTAL LIABILITIES |
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35,101 |
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35,654 |
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Contingent Liabilities (Note 5) |
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Shareholders Equity |
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Common Stock $1 Par Value; 414,910,652 and
210,432,298 Shares |
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415 |
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210 |
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Paid-In Surplus |
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1,875 |
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2,364 |
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Retained Earnings |
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10,168 |
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9,600 |
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Accumulated Other Comprehensive Income |
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Unrealized Appreciation of Investments, Net of Tax |
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87 |
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311 |
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Foreign Currency Translation Gains, Net of Tax |
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55 |
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57 |
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Treasury
Stock, at Cost 1,393,900 Shares in 2005 |
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(135 |
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TOTAL SHAREHOLDERS EQUITY |
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12,600 |
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12,407 |
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
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$ |
47,701 |
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$ |
48,061 |
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See Notes to Consolidated Financial Statements.
Page 3
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED MARCH 31
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2006 |
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2005 |
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(in millions) |
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Net Income |
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$ |
672 |
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$ |
470 |
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Other Comprehensive Income |
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Change in Unrealized Appreciation of Investments,
Net of Tax |
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(224 |
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(270 |
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Foreign Currency Translation Gains (Losses),
Net of Tax |
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(2 |
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7 |
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(226 |
) |
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(263 |
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Comprehensive Income |
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$ |
446 |
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$ |
207 |
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See Notes to Consolidated Financial Statements.
Page 4
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31
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2006 |
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2005 |
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(in millions) |
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Cash Flows from Operating Activities |
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Net Income |
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$ |
672 |
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$ |
470 |
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Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities |
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Increase in Unpaid Losses and Loss Expenses, Net |
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318 |
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510 |
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Increase (Decrease) in Unearned Premiums, Net |
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(94 |
) |
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21 |
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Decrease in Premiums Receivable |
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107 |
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91 |
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Decrease (Increase) in Reinsurance Recoverable
on Paid Losses |
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(152 |
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61 |
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Change in Deferred Income Tax |
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100 |
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56 |
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Amortization of Premiums and Discounts on
Fixed Maturities |
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57 |
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54 |
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Depreciation |
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22 |
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23 |
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Realized Investment Gains |
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(106 |
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(45 |
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Other, Net |
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(210 |
) |
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(231 |
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Net Cash Provided by Operating Activities |
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714 |
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1,010 |
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Cash Flows from Investing Activities |
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Proceeds from Sales of Fixed Maturities |
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887 |
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2,010 |
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Proceeds from Maturities of Fixed Maturities |
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398 |
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389 |
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Proceeds from Sales of Equity Securities |
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186 |
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140 |
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Purchases of Fixed Maturities |
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(2,042 |
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(3,307 |
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Purchases of Equity Securities |
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(229 |
) |
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(228 |
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Decrease (Increase) in Short Term Investments, Net |
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246 |
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(108 |
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Increase in Net Payable from Security Transactions
Not Settled |
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115 |
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98 |
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Purchases of Property and Equipment, Net |
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(14 |
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(10 |
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Other, Net |
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11 |
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Net Cash Used in Investing Activities |
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(453 |
) |
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(1,005 |
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Cash Flows from Financing Activities |
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Decrease in Funds Held Under Deposit Contracts |
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(2 |
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(77 |
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Proceeds from Issuance of Common Stock Under
Stock-Based Employee Compensation Plans |
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86 |
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142 |
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Repurchase of Shares |
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(249 |
) |
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Dividends Paid to Shareholders |
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(90 |
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(75 |
) |
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Net Cash Used in Financing Activities |
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(255 |
) |
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(10 |
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Net Increase (Decrease) in Cash |
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6 |
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(5 |
) |
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Cash at Beginning of Year |
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36 |
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42 |
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Cash at End of Period |
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$ |
42 |
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$ |
37 |
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See Notes to Consolidated Financial Statements.
Page 5
THE CHUBB CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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,
that 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 Corporations 2005 Annual Report on Form 10-K.
Share and per share amounts have been retroactively adjusted to reflect the two-for-one stock split payable to
shareholders of record on March 31, 2006.
2) |
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Adoption of New Accounting Pronouncements |
Effective January 1, 2006, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised
2004), Share-Based Payment, which revised SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) requires
companies to adopt the fair value method of accounting for stock-based employee compensation plans. The fair value method of
accounting for stock-based employee compensation plans as defined in SFAS No. 123(R) is similar in most respects to the fair
value method defined in SFAS No. 123. Since the Corporation had previously adopted the fair value method of accounting for
stock-based employee compensation plans, the adoption of SFAS No. 123(R) did not have a significant effect on the
Corporations financial position or results of operations.
Effective January 1, 2006, the Corporation adopted Financial Accounting Standards Board Staff Position (FSP) Nos. 115-1
and 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. The FSP addresses the
determination as to when an investment is considered impaired, whether that impairment is other-than-temporary and the
measurement of an impairment loss. The FSP clarifies that an investor shall recognize an impairment loss when the impairment
is deemed to be other-than-temporary even if a decision to sell the impaired security has not been made. The FSP nullifies
certain requirements and carries forward other requirements of Emerging Issues Task Force Issue No. 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments. The implementation of the guidance in the FSP did
not have a significant effect on the Corporations financial position or results of operations.
Page 6
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 or depreciation of investments carried at market value was as follows:
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Three Months Ended |
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March 31 |
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|
|
2006 |
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2005 |
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|
|
(in millions) |
|
Change in unrealized appreciation
of equity securities |
|
$ |
26 |
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|
$ |
(12 |
) |
Change in unrealized appreciation or depreciation
of fixed maturities |
|
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(370 |
) |
|
|
(404 |
) |
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(344 |
) |
|
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(416 |
) |
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Deferred income tax credit |
|
|
(120 |
) |
|
|
(146 |
) |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
Change in unrealized appreciation
of investments, net |
|
$ |
(224 |
) |
|
$ |
(270 |
) |
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|
The principal business of the Corporation is the sale of 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 property and casualty insurance subsidiaries (P&C Group) underwrite most lines of property and casualty insurance.
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. The reinsurance assumed business is effectively in runoff following the sale, in December
2005, of the ongoing business to a Bermuda based reinsurance company, Harbor Point Limited. Harbor Point has the right for a
transition period of up to two years to underwrite specific reinsurance business on the P&C Groups behalf. The P&C Group
retains a portion of this business and cedes the balance to Harbor Point.
Corporate and other includes investment income earned on corporate invested assets, corporate expenses and the
Corporations real estate and other non-insurance subsidiaries.
Page 7
Corporate and other includes the results of Chubb Financial Solutions (CFS), which were previously reported
separately. CFSs business was primarily structured credit derivatives, principally as a counterparty in portfolio credit
default swaps. CFS has been in run-off since April 2003.
Revenues and income before income tax of the operating segments were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in millions) |
|
Revenues |
|
|
|
|
|
|
|
|
Property and casualty insurance |
|
|
|
|
|
|
|
|
Premiums earned |
|
|
|
|
|
|
|
|
Personal insurance |
|
$ |
837 |
|
|
$ |
793 |
|
Commercial insurance |
|
|
1,279 |
|
|
|
1,257 |
|
Specialty insurance |
|
|
749 |
|
|
|
722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
2,865 |
|
|
|
2,772 |
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
154 |
|
|
|
263 |
|
|
|
|
|
|
|
|
|
|
|
3,019 |
|
|
|
3,035 |
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
357 |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty insurance |
|
|
3,376 |
|
|
|
3,356 |
|
|
|
|
|
|
|
|
|
|
Corporate and other |
|
|
24 |
|
|
|
48 |
|
Realized investment gains |
|
|
106 |
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
3,506 |
|
|
$ |
3,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax |
|
|
|
|
|
|
|
|
Property and casualty insurance |
|
|
|
|
|
|
|
|
Underwriting |
|
|
|
|
|
|
|
|
Personal insurance |
|
$ |
184 |
|
|
$ |
134 |
|
Commercial insurance |
|
|
256 |
|
|
|
169 |
|
Specialty insurance |
|
|
88 |
|
|
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
528 |
|
|
|
273 |
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
16 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
544 |
|
|
|
314 |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in deferred policy
acquisition costs |
|
|
(8 |
) |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income |
|
|
536 |
|
|
|
319 |
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
348 |
|
|
|
313 |
|
|
|
|
|
|
|
|
|
|
Other income (charges) |
|
|
5 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty insurance |
|
|
889 |
|
|
|
629 |
|
|
|
|
|
|
|
|
|
|
Corporate and other loss |
|
|
(43 |
) |
|
|
(62 |
) |
Realized investment gains |
|
|
106 |
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income before income tax |
|
$ |
952 |
|
|
$ |
612 |
|
|
|
|
|
|
|
|
Page 8
5) |
|
Contingent Liabilities |
Chubb and certain of its subsidiaries are involved in the ongoing investigations of business practices in the property and
casualty insurance industry relating to, among other things, (1) the payment of contingent commissions to brokers and agents
and (2) loss mitigation and finite reinsurance arrangements. In connection with these investigations, Chubb and certain of
its subsidiaries have received subpoenas and other information requests from the Attorneys General and insurance regulators of
several states, as well as from several foreign regulatory authorities, the U.S. Securities and Exchange Commission and the
U.S. Attorney for the Southern District of New York. The Corporation is cooperating fully in such investigations.
Although no regulatory action has been initiated against the Corporation, it is possible that one or more regulatory
authorities will bring an action against the Corporation with respect to some or all of the issues that are the focus
of these ongoing investigations. The Corporation has been informed by the Attorney General of the State of Ohio that he currently intends
to file an
action against several industry participants, including the Corporation, with respect to certain of these issues.
Purported class actions arising out of the investigations into the payment of contingent commissions to brokers and agents
have been filed in a number of state and federal courts. On August 1, 2005, Chubb and certain of its subsidiaries were named
in a putative class action entitled In re Insurance Brokerage Antitrust Litigation in the U.S. District Court for the District
of New Jersey. This action, brought against several brokers and insurers on behalf of a class of persons who purchased
insurance through the broker defendants, asserts claims under the Sherman Act and state law and the Racketeer Influenced and
Corrupt Organizations Act (RICO) arising from the alleged unlawful use of contingent commission agreements. The complaint
seeks treble damages, injunctive and declaratory relief, and attorneys fees.
Chubb and certain of its subsidiaries have also been named as defendants in two purported class actions relating to
allegations of unlawful use of contingent commission arrangements that were originally filed in state court. The first was
filed on February 16, 2005 in Seminole County, Florida. The second was filed on May 17, 2005 in Essex County, Massachusetts.
Both cases were removed to federal court and then transferred by the Judicial Panel on Multidistrict Litigation to the U.S.
District Court for the District of New Jersey for consolidation with
the In re Insurance Brokerage Antitrust Litigation. In
December 2005, Chubb and certain of its subsidiaries were named
in an action similar to the In re Insurance Brokerage
Antitrust Litigation. The action is pending in the same court and
has been assigned to the judge who is presiding over the In
re Insurance Brokerage Antitrust Litigation. The complaint has not yet been served in this matter. Separately, in April
2006, Chubb and one of its subsidiaries were named in an action
similar to the In re Insurance Brokerage Antitrust
Litigation. This action is pending in the U.S. District Court for the Northern District of Georgia. In these actions, the
plaintiffs generally allege that the defendants unlawfully used contingent commission agreements. The actions seek
unspecified damages and attorneys fees.
The Corporation believes it has substantial defenses to all of the aforementioned legal proceedings and intends to defend the
actions vigorously.
Page 9
The Corporation
cannot at this time predict the ultimate outcome of the aforementioned investigations and legal proceedings,
including any potential amounts that the Corporation may be required to pay in connection with them. However, it is
possible
that such payments could have a material adverse effect on the Corporations results of operations in particular
quarterly or
annual periods.
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in millions, except |
|
|
|
per share amounts) |
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
672 |
|
|
$ |
470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
413.9 |
|
|
|
386.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
1.62 |
|
|
$ |
1.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
672 |
|
|
$ |
470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
413.9 |
|
|
|
386.4 |
|
Additional shares from assumed exercise
of stock-based compensation awards |
|
|
6.9 |
|
|
|
7.6 |
|
Additional shares from assumed issuance of
common stock upon settlement of purchase
contracts and mandatorily exercisable warrants |
|
|
3.3 |
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares
and potential common shares assumed
outstanding for computing diluted
earnings per share |
|
|
424.1 |
|
|
|
396.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
1.58 |
|
|
$ |
1.18 |
|
|
|
|
|
|
|
|
Page 10
On February 8, 2006, the Board of Directors authorized the cancellation of all treasury shares, which were
thereupon restored to the status of authorized but unissued common shares. The change had no effect on
total shareholders equity.
On March 3, 2006, the Board of Directors approved a two-for-one stock split payable to shareholders of
record on March 31, 2006. Accordingly, in the consolidated balance sheet at March 31, 2006, the shares of
common stock issued were adjusted to reflect the effect of the stock split and an amount equal to the par
value of the additional shares of common stock issued was transferred from paid-in surplus to common stock.
In connection with the stock split, the Board of Directors approved a proportionate increase in the number
of authorized shares of Chubbs common stock from 600 million shares to 1.2 billion shares.
The activity of Chubbs common stock was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2006 |
|
|
2005 |
|
Common stock issued |
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
210,432,298 |
|
|
|
195,803,824 |
|
Two-for-one stock split |
|
|
210,432,298 |
|
|
|
|
|
Treasury shares cancelled |
|
|
(7,887,800 |
) |
|
|
|
|
Repurchase of shares |
|
|
(125,562 |
) |
|
|
|
|
Share activity under stock-based
employee compensation plans |
|
|
2,059,418 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
|
414,910,652 |
|
|
|
195,803,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock |
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
1,393,900 |
|
|
|
3,127,282 |
|
Two-for-one stock split |
|
|
1,393,900 |
|
|
|
|
|
Repurchase of shares |
|
|
5,100,000 |
|
|
|
|
|
Cancellation of shares |
|
|
(7,887,800 |
) |
|
|
|
|
Share activity under stock-based
employee compensation plans |
|
|
|
|
|
|
(2,664,992 |
) |
|
|
|
|
|
|
|
Balance, end of period |
|
|
|
|
|
|
462,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock outstanding, end of period |
|
|
414,910,652 |
|
|
|
195,341,534 |
|
|
|
|
|
|
|
|
Page 11
|
|
|
Item 2 |
|
Managements Discussion and Analysis of Financial Condition and Results
of Operations for the Quarters Ended March 31, 2006 and 2005 |
Certain statements in this document are forward-looking statements as that term is defined
in the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements
are made pursuant to the safe harbor provisions of the PSLRA and include our loss reserve estimates
and reinsurance recoverables, including our estimated gross and net losses from Hurricane Katrina;
reinsurance pricing; commercial insurance rates; the impact of regulatory investigations and
developments on our business; continuation of our financial strength and credit ratings; our
estimated CFS credit derivatives exposure; and 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. Forward-looking statements are made based upon managements 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:
|
|
global political conditions and the occurrence of terrorist
attacks, including any nuclear, biological, chemical or
radiological events; |
|
|
the effects of the 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; |
|
|
the ability to retain existing business; |
|
|
our expectations with respect to cash flow projections and
investment income and with respect to other income; |
|
|
the adequacy of loss reserves, including: |
|
|
|
our expectations relating to reinsurance recoverables; |
|
|
|
|
the willingness of parties, including us, to settle disputes; |
|
|
|
|
developments in judicial decisions or regulatory or legislative
actions relating to coverage and liability, in particular for asbestos, toxic waste
and other mass tort claims; |
|
|
|
|
development of new theories of liability; |
|
|
|
|
our estimates relating to ultimate asbestos liabilities; |
|
|
|
|
the impact from the bankruptcy protection sought by various asbestos
producers and other related businesses; |
|
|
|
|
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; |
|
|
the availability and cost of reinsurance coverage; |
|
|
the occurrence of significant weather-related or other natural or
human-made disasters, particularly in locations where we have
concentrations of risk; |
Page 12
|
|
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 particular
contingent commissions and loss mitigation and finite reinsurance
arrangements, in the property and casualty insurance industry
together with any legal or regulatory proceedings, related
settlements and industry reform or other changes with respect to
contingent commissions or otherwise arising therefrom; |
|
|
the impact of legislative and regulatory developments on our
business, including those relating to terrorism and large-scale
catastrophes; |
|
|
any downgrade in our claims-paying, financial strength or other
credit ratings; |
|
|
the ability of our subsidiaries to pay us dividends; |
|
|
general economic and market 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; and |
|
|
our ability to implement managements strategic plans and initiatives. |
The Corporation assumes no obligation to update any forward-looking information set forth in
this document, which speak as of the date hereof.
Page 13
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The consolidated financial statements include amounts based on informed estimates and
judgments of management for 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 determination of loss
reserves and the recoverability of related reinsurance recoverables and the recoverability of the
carrying value of real estate properties. These estimates and judgments, which are discussed
within the following analysis of our results of operations, require the use of assumptions about
matters that are highly uncertain and therefore are subject to change as facts and circumstances
develop. If different estimates and judgments had been applied, materially different amounts might
have been reported in the financial statements.
Overview
The following highlights do not address all of the matters covered in the other sections of
Managements Discussion and Analysis of Financial Condition and Results of Operations or contain
all of the information that may be important to Chubbs shareholders or the investing public. This
overview should be read in conjunction with the other sections of Managements Discussion and
Analysis of Financial Condition and Results of Operations.
|
|
|
Net income was $672 million in the first quarter of 2006 compared with $470
million in the comparable period of 2005. The increase in net income was driven by
substantially higher underwriting income in our property and casualty insurance
business. |
|
|
|
|
Premiums written decreased by 4% in the first quarter of 2006. Premiums in
our insurance business decreased 1%, reflecting our continued emphasis on underwriting
and pricing discipline in a competitive market environment. Rates were generally
stable, but were under competitive pressure in some classes of business. Premiums in
our reinsurance assumed business decreased 46%, reflecting the sale of the ongoing
business. |
|
|
|
|
Underwriting results were exceptionally profitable in the first quarter of
2006 as evidenced by the combined loss and expense ratio of 82.9% compared with 89.4% in
the corresponding 2005 quarter. |
|
|
|
|
Property and casualty investment income after tax increased by 11% in the
first quarter of 2006. For more information on this non-GAAP financial measure, see
Property and Casualty Insurance Investment Results. |
A summary of our consolidated net income is as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in millions) |
|
Property and Casualty Insurance |
|
$ |
889 |
|
|
$ |
629 |
|
Corporate and Other |
|
|
(43 |
) |
|
|
(62 |
) |
Realized Investment Gains |
|
|
106 |
|
|
|
45 |
|
|
|
|
|
|
|
|
Consolidated Income Before Income Tax |
|
|
952 |
|
|
|
612 |
|
Federal and Foreign Income Tax |
|
|
280 |
|
|
|
142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Net Income |
|
$ |
672 |
|
|
$ |
470 |
|
|
|
|
|
|
|
|
Page 14
Property and Casualty Insurance
A summary of the results of operations of our property and casualty insurance business is as
follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in millions) |
|
Underwriting |
|
|
|
|
|
|
|
|
Net Premiums Written |
|
$ |
2,925 |
|
|
$ |
3,056 |
|
Decrease (Increase) in Unearned Premiums |
|
|
94 |
|
|
|
(21 |
) |
|
|
|
|
|
|
|
Premiums Earned |
|
|
3,019 |
|
|
|
3,035 |
|
|
|
|
|
|
|
|
Losses and Loss Expenses |
|
|
1,618 |
|
|
|
1,835 |
|
Operating Costs and Expenses |
|
|
850 |
|
|
|
879 |
|
Decrease (Increase) in Deferred Policy |
|
|
|
|
|
|
|
|
Acquisition Costs |
|
|
8 |
|
|
|
(5 |
) |
Dividends to Policyholders |
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Income |
|
|
536 |
|
|
|
319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
|
|
Investment Income Before Expenses |
|
|
357 |
|
|
|
321 |
|
Investment Expenses |
|
|
9 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income |
|
|
348 |
|
|
|
313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Charges) |
|
|
5 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty Income Before Tax |
|
$ |
889 |
|
|
$ |
629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty Investment Income After Tax |
|
$ |
279 |
|
|
$ |
252 |
|
|
|
|
|
|
|
|
Income before tax from our property and casualty business was substantially higher in the
first quarter of 2006 compared with the same period of 2005. The increase was driven by
significantly higher underwriting income in each of our insurance business units. Results in 2006
also benefited from higher investment income.
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, we evaluate underwriting results separately from investment results.
Underwriting Results
We evaluate the underwriting results of our property and casualty insurance business in the
aggregate and also for each of our separate business units.
Page 15
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 statutory 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 statutory underwriting results to a GAAP basis, policy
acquisition expenses are deferred and amortized over the period in which the related premiums are
earned. Underwriting income determined in accordance with GAAP is defined as premiums earned less
losses and loss expenses incurred and GAAP underwriting expenses incurred.
Net Premiums Written
Property and casualty net premiums written were $2.9 billion in the first quarter of 2006, a
decrease of 4% compared with the same period of 2005.
Net premiums written by business unit were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
% Increase |
|
|
|
2006 |
|
|
2005 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Personal insurance |
|
$ |
792 |
|
|
$ |
756 |
|
|
|
5 |
% |
Commercial insurance |
|
|
1,325 |
|
|
|
1,365 |
|
|
|
(3 |
) |
Specialty insurance |
|
|
680 |
|
|
|
699 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
2,797 |
|
|
|
2,820 |
|
|
|
(1 |
) |
Reinsurance assumed |
|
|
128 |
|
|
|
236 |
|
|
|
(46 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,925 |
|
|
$ |
3,056 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net premiums from our insurance business declined 1% in the first quarter of 2006 compared
with the same period of 2005. Premiums in the United States, which represent more than 75% of our
insurance premiums, declined 1%. Premiums outside the U.S. declined 2%; in local currencies, such
premiums grew 2%.
The modest decline in net premiums written in our insurance business reflected our continued
emphasis on underwriting and pricing discipline in a competitive market environment. Rates were
generally stable, but were under competitive 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 continued to be selective, we found opportunities to write new business at
acceptable rates.
Page 16
Net reinsurance assumed premiums decreased by 46% in the first quarter of 2006 compared with
the same period of 2005. The premium decline was the result of our sale of the ongoing reinsurance
assumed business in December 2005.
Reinsurance Ceded
Our premiums written are net of amounts ceded to reinsurers who assume a portion of the risk
under the insurance policies we write that are subject to the reinsurance.
As a result of the substantial losses incurred by reinsurers from the catastrophes in the
latter half of 2005, the cost of reinsurance has increased significantly, particularly for property
coverages, and there is less reinsurance capacity in the marketplace. In addition, the
availability of reinsurance for certain coverages, such as terrorism, continues to be limited and
expensive.
The major components of our reinsurance program were renewed in April 2006. Based on the
terms of the renewals, we expect that our overall reinsurance costs in 2006 will be higher than
those in 2005.
On our casualty clash treaty, which operates like a catastrophe treaty, our initial retention
remained at $75 million. We reduced the reinsurance coverage at the top of the program by $50
million and increased our participation in the program. This treaty now provides coverage of
approximately 55% of losses between $75 million and $150 million per insured event.
On our commercial property per risk treaty, we increased our retention from $15 million to $25
million. This treaty now provides $425 million of coverage per risk in excess of our retention.
Our property catastrophe treaty for events in the United States was modified to increase our
initial retention from $250 million to $350 million and to increase our participation in the
program. At the same time, we increased the reinsurance coverage in the northeastern part of the
country by $400 million, enhancing our protection in the region where we have our greatest
exposure. The program now provides coverage of approximately 75% of losses (net of recoveries from
other available reinsurance) between $350 million and $1.3 billion, with additional coverage of 80%
of losses between $1.3 billion and $2.05 billion in the northeastern part of the country.
Our property catastrophe treaty for events outside the United States was modified to increase
our initial retention from $50 million to $75 million. The treaty now provides coverage of
approximately 90% of losses (net of recoveries from other available reinsurance) between $75
million and $275 million.
Our property reinsurance treaties generally contain terrorism exclusions for acts perpetrated
by foreign terrorists. Since September 2001, we have changed our underwriting protocols to address
terrorism and the limited availability of terrorism reinsurance.
Page 17
Profitability
Underwriting results were highly profitable in the first quarter of 2006 and 2005. Results in
2006 were exceptionally profitable, with results in each of our insurance business units being more
profitable compared with the corresponding period of 2005. The combined loss and expense ratio for
our overall property and casualty business was as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
2006 |
|
2005 |
Loss ratio |
|
|
53.8 |
% |
|
|
60.6 |
% |
Expense ratio |
|
|
29.1 |
|
|
|
28.8 |
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
82.9 |
% |
|
|
89.4 |
% |
|
|
|
|
|
|
|
|
|
Catastrophes had virtually no effect on underwriting results in the first quarter of 2006.
Catastrophe losses of $21 million were offset by a $20 million reduction in reinsurance
reinstatement premium costs related to Hurricane Katrina. Catastrophe losses were $20 million in
the first quarter of 2005, which represented 0.6 of a percentage point of the combined ratio.
The loss ratio improved significantly in the first quarter of 2006 compared with the same
period in 2005, reflecting the favorable experience resulting from our disciplined underwriting in
recent years.
The expense ratio increased in the first quarter of 2006 as net premiums written decreased
modestly whereas salaries and operating costs increased somewhat. The increase in salaries and
operating costs was offset in part by lower accrued contingent commissions in 2006. We accrued
contingent commissions in the first quarter of 2005 at a higher rate than we ultimately paid after
we concluded the agreements with our brokers and agents.
Review of Underwriting Results by Business Unit
Personal Insurance
Net premiums from personal insurance coverages, which represented 27% of premiums written in
the first quarter of 2006, increased by 5% in the quarter compared with the same period in 2005.
Net premiums written for the classes of business within the personal insurance segment were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
% Increase |
|
|
|
2006 |
|
|
2005 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Automobile |
|
$ |
155 |
|
|
$ |
146 |
|
|
|
6 |
% |
Homeowners |
|
|
488 |
|
|
|
452 |
|
|
|
8 |
|
Other |
|
|
149 |
|
|
|
158 |
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
$ |
792 |
|
|
$ |
756 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
Page 18
Premium growth was
driven by our homeowners business due to increased insurance-to-value and
modestly higher rates. The in-force policy count for this class was unchanged during the first
quarter of 2006. Premiums from our personal automobile business increased as a result of selective growth
initiatives outside the United States. Automobile premiums in the U.S. declined due to our
maintaining underwriting discipline in a more competitive marketplace. Premiums in our other
personal business, which includes insurance for excess liability, yacht and accident coverages,
decreased due to lower premiums in our U.S. accident business resulting from increased
competition.
Our personal insurance business produced highly profitable underwriting results in the first
quarter of both 2006 and 2005. The combined loss and expense ratios for the classes of business
within the personal insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
|
2006 |
|
|
2005 |
|
Automobile |
|
|
90.0 |
% |
|
|
95.7 |
% |
Homeowners |
|
|
73.7 |
|
|
|
80.6 |
|
Other |
|
|
90.7 |
|
|
|
86.8 |
|
|
|
|
|
|
|
|
Total personal |
|
|
79.7 |
% |
|
|
84.5 |
% |
|
|
|
|
|
|
|
Our personal automobile business produced more profitable results in the first quarter of 2006
compared with the same period in 2005. This business continues to experience stable underlying
claim frequency and severity.
Homeowners results were highly profitable in the first quarter of 2006 and 2005, but more so
in 2006 despite modestly higher catastrophe losses. The exceptionally profitable results in 2006
were due in large part to significantly fewer non-catastrophe winter freeze claims compared with
the first quarter of 2005. Results in both periods benefited from better pricing and a reduction
in water damage losses primarily through contract wording changes related to mold damage and loss
remediation measures that we have implemented over the past few years. Catastrophe losses
represented 5.8 percentage points of the combined ratio for this class in the first quarter of 2006
compared with 2.6 percentage points in the same period in 2005.
Other personal coverages produced profitable results in the first quarter of 2006 and 2005;
however, results were somewhat less profitable in 2006 due to deterioration in the excess liability
component.
Commercial Insurance
Net premiums from commercial insurance, which represented 45% of our premiums written in the
first quarter of 2006, decreased by 3% in the quarter compared with the same period a year ago.
Net premiums written for the classes of business within the commercial insurance segment were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
% Increase |
|
|
|
2006 |
|
|
2005 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Multiple Peril |
|
$ |
326 |
|
|
$ |
336 |
|
|
|
(3 |
)% |
Casualty |
|
|
440 |
|
|
|
452 |
|
|
|
(3 |
) |
Workers compensation |
|
|
256 |
|
|
|
278 |
|
|
|
(8 |
) |
Property and marine |
|
|
303 |
|
|
|
299 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
$ |
1,325 |
|
|
$ |
1,365 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
Page 19
The lack of premium growth in our commercial insurance business was the result of an
increasingly competitive marketplace. Property and marine premiums in 2006 benefited from a $20
million reduction in reinsurance reinstatement premium costs related to Hurricane Katrina. Rates
were generally stable in the first quarter of 2006, but were under competitive pressure in some
classes of business. Retention levels remained strong, but were slightly lower than those in the
first quarter of 2005. New business volume was also down from 2005 levels, reflecting the intense
competition for business. We continued to maintain our discipline in the competitive market,
renewing business and writing
new business only where we were able to get acceptable rates and appropriate terms and conditions.
As insurers are forced to pay higher reinsurance prices while retaining more risk, we expect to see
a firming of the commercial rate environment in the latter part of 2006.
Our commercial insurance business produced highly profitable underwriting results in the first
quarter of both 2006 and 2005. These profitable results were due in large part to the cumulative
effect of price increases, better terms and conditions and more stringent risk selection in recent
years. Results in both periods also benefited from low property losses.
The combined loss and expense ratios for the classes of business within the commercial
insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
|
2006 |
|
|
2005 |
|
Multiple peril |
|
|
70.4 |
% |
|
|
82.2 |
% |
Casualty |
|
|
94.4 |
|
|
|
93.7 |
|
Workers compensation |
|
|
78.4 |
|
|
|
86.1 |
|
Property and marine |
|
|
65.7 |
|
|
|
70.1 |
|
|
|
|
|
|
|
|
Total commercial |
|
|
78.8 |
% |
|
|
84.0 |
% |
|
|
|
|
|
|
|
Multiple peril results were highly profitable in the first quarter of 2006 and 2005,
particularly in 2006. The property component of this business was exceptionally profitable in 2006
due to very favorable loss experience. Catastrophe losses were negligible for this class in the
first quarter of both years.
Our casualty business produced similarly profitable results in the first quarter of 2006 and
2005. The automobile component of this business was highly profitable in both periods. The
primary liability component was profitable in both periods, but more so in 2005. The excess
liability component produced profitable results in the first quarter of 2006 compared with
breakeven results in the same period in 2005.
Workers compensation results were highly profitable in the first quarter of 2006 and 2005,
especially in 2006. Results in both periods benefited from our disciplined risk selection during
the past several years.
Property and marine results were highly profitable in the first quarter of both years due to
few large losses. Results in 2006 benefited from the $20 million reduction in reinsurance
reinstatement premium costs related to
Hurricane Katrina. As a result, catastrophes had a 7.8 percentage point favorable impact on the
combined ratio for this class in the first quarter of 2006. Catastrophe losses had a 1.3
percentage point unfavorable impact on the combined ratio in the first quarter of 2005. Excluding
the impact of catastrophes, the combined ratio was 73.5% and 68.8% in the first quarter of 2006 and
2005, respectively.
Page 20
Specialty Insurance
Net premiums from specialty insurance, which represented 23% of our premiums written in the
first quarter of 2006, decreased by 3% in the quarter compared with the same period a year ago.
Net premiums written for the classes of business within the specialty insurance segment were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
% Increase |
|
|
|
2006 |
|
|
2005 |
|
|
(Decrease) |
|
|
|
(in
millions) |
|
Professional liability |
|
$ |
615 |
|
|
$ |
646 |
|
|
|
(5 |
)% |
Surety |
|
|
65 |
|
|
|
53 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
$ |
680 |
|
|
$ |
699 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
Competitive pressure on rates and our commitment to maintain underwriting discipline continued
to constrain growth in the professional liability classes. In addition, effective July 1, 2005, we
sold the renewal rights on our hospital professional liability and managed care errors and
omissions business. Excluding this business, our professional liability net premiums written in
the first quarter of 2006 were flat compared with the same period in 2005. Rates for most
professional liability classes were stable in the first quarter of 2006. However, rates in the
for-profit directors and officers liability component were modestly lower. Excluding the business
that was sold, retention levels in the first quarter of 2006 were comparable to 2005 levels. New
business volume in 2006 was also similar to 2005 levels. We continued to get adequate rates and
favorable terms and conditions on both new business and renewals. In line with our strategy in
recent years, we continued to focus on small and middle market publicly traded and privately held
companies. The significant growth in net premiums written for our surety business was due largely
to the non-renewal during 2005 of a high excess reinsurance treaty.
Our specialty insurance business produced profitable underwriting results in the first quarter
of 2006 compared with unprofitable results in the same period of 2005. The combined loss and
expense ratios for the classes of business within the specialty insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
|
2006 |
|
|
2005 |
|
Professional liability |
|
|
95.6 |
% |
|
|
101.6 |
% |
Surety |
|
|
37.0 |
|
|
|
154.1 |
|
|
|
|
|
|
|
|
Total specialty |
|
|
90.7 |
% |
|
|
105.0 |
% |
|
|
|
|
|
|
|
Our professional liability business improved substantially in the first quarter of 2006,
producing profitable results compared with modestly unprofitable results in the same period of
2005. Results have benefited from the cumulative effect of price increases, lower policy limits
and better terms and conditions in recent years. Results in 2005 were adversely affected by
unfavorable loss development 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. The fidelity component of our professional liability
business was highly profitable in the first quarter of both years.
Page 21
Surety results were highly profitable in the first quarter of 2006 compared with highly
unprofitable results in the same period in 2005. Our surety business tends to be characterized by
infrequent but potentially high severity losses. The unprofitable results in 2005 were due to one
$60 million loss.
Reinsurance Assumed
Net premiums from our reinsurance assumed business, which represented 5% of premiums written
in the first quarter of 2006, decreased by 46% in the quarter compared with the same period in
2005. This significant decrease in premiums was expected in light of the sale in December 2005 of
our continuing reinsurance assumed business, including renewal rights, to Harbor Point Limited.
Harbor Point has the right for a transition period of up to two years to underwrite specific
reinsurance business on our behalf. We retain a portion of such business and cede the balance to
Harbor Point in return for a fronting commission.
Our reinsurance assumed business was profitable in the first quarter of 2006 compared with
highly profitable results in the same period of 2005. The combined loss and expense ratio was
96.3% in the first quarter of 2006 compared with 88.0% in 2005. Results in 2005 benefited from the
favorable settlement of one loss.
Regulatory Developments
To promote and distribute our insurance products, we rely on independent brokers and agents.
Accordingly, our business is dependent on the willingness of these brokers and agents to recommend
our products to their customers. We
have agreements in place with insurance agents and brokers under which, in addition to the standard
commissions that we pay, we agree to pay commissions that are contingent on the volume and/or the
profitability of business placed with us.
We are involved in the ongoing investigations of certain business practices in the property
and casualty insurance industry by various Attorneys General and other regulatory authorities of
several states, the U.S. Securities and Exchange Commission, the U.S. Attorney for the Southern
District of New York and certain non-U.S. regulatory authorities with respect to, among other
things, (1) potential conflicts of interest and anti-competitive behavior arising from the payment
of contingent commissions to brokers and agents and (2) loss mitigation and finite reinsurance
arrangements. In connection with these investigations, we have received subpoenas and requests for
information from various regulators. We are cooperating fully with these investigations. Although no regulatory
action has been initiated against us, it is possible that one or more regulatory authorities will bring an action
against us with respect to some or all of the issues that are the focus of these ongoing investigations. We have been
informed by the Attorney General of the State of Ohio that he currently intends to file an action against
several industry participants, including us, with respect to certain of these issues. In
addition, Chubb and certain of its subsidiaries have been named in legal proceedings brought by private plaintiffs
arising out of
these investigations. These legal proceedings are further described in Note (5) of the Notes to
Consolidated Financial Statements.
Page 22
As a result of the
investigations referred to above, a few major insurance companies have entered into
settlement agreements with some of the regulators with respect to some of the issues under
investigation. Pursuant to these settlements, the companies involved agreed to pay substantial
amounts in settlement. These companies are also prohibited from paying contingent commissions
relating to the placement of any excess casualty insurance policy through 2008. In addition, these
companies have agreed not to pay contingent commissions on any line of
business, product or segment if the New York State Attorney General determines that more than 65%
of the annual U.S. premiums for insurance in that line,
product or segment were written by insurers who either (1) do not pay contingent
commissions in that line, product or segment or (2) have signed an agreement with the Attorney
General containing this requirement. These companies are also required to support legislation and
regulation to abolish contingent commissions. At least one of these companies has also agreed to
require agents and brokers to make certain disclosures to insureds regarding compensation received
in connection with the placement or renewal of insurance. Certain brokers and agents also have
entered into settlement agreements with various regulators pursuant to which they have agreed not
to accept contingent commissions for some or all lines of business. Other industry participants
may enter into similar or different settlements in the future.
In addition, a number of states have announced that they are looking at compensation
arrangements and considering regulatory action or reform in this area. The rules that would be
imposed if these actions or reforms were adopted range in nature from disclosure requirements to
prohibition of certain forms of compensation to imposition of new duties on agents, brokers or
insurance companies in dealing with customers. These or other developments may require changes to
market practices relative to contingent commissions. It is possible that changes to the manner in
which we interact with and compensate brokers and agents and the extent to which insurance industry
participants respond to or implement the business changes outlined above could have a material
adverse impact on our ability to renew business or write new business, which could have a material adverse effect on our results of operations or financial condition.
We cannot predict at
this time the ultimate outcome of the investigations and legal proceedings referred to
above, including any potential amounts that we may be required to pay in connection with them. However, it is possible
that such payments could have a material adverse effect on our
results of operations in particular quarterly or annual periods.
Loss Reserves
Unpaid losses and loss expenses, also referred to as loss reserves, are the largest liability
of our property and casualty business.
Our loss reserves include the accumulation of individual case estimates for claims that have
been reported and estimates of claims that have been incurred but not reported as well as estimates
of the expenses associated with processing and 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 regularly review our loss reserves using a variety of actuarial techniques. We update the
reserve estimates as historical loss experience develops, additional claims are reported or settled
and new information becomes available. Any changes in estimates are reflected in operating results
in the period in which the estimates are changed.
Page 23
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:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in millions) |
|
Gross loss reserves |
|
|
|
|
|
|
|
|
Related to asbestos and toxic
waste claims |
|
$ |
1,102 |
|
|
$ |
1,121 |
|
Related to Hurricane Katrina |
|
|
675 |
|
|
|
967 |
|
Related to September 11 attack |
|
|
406 |
|
|
|
413 |
|
All other loss reserves |
|
|
20,218 |
|
|
|
19,981 |
|
|
|
|
|
|
|
|
|
|
|
|
22,401 |
|
|
|
22,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance recoverable |
|
|
|
|
|
|
|
|
Related to asbestos and toxic
waste claims |
|
|
50 |
|
|
|
50 |
|
Related to Hurricane Katrina |
|
|
530 |
|
|
|
756 |
|
Related to September 11 attack |
|
|
350 |
|
|
|
354 |
|
All other reinsurance recoverable |
|
|
2,440 |
|
|
|
2,609 |
|
|
|
|
|
|
|
|
|
|
|
|
3,370 |
|
|
|
3,769 |
|
|
|
|
|
|
|
|
|
Net loss reserves |
|
$ |
19,031 |
|
|
$ |
18,713 |
|
|
|
|
|
|
|
|
We have settled a large percentage of our claims from Hurricane Katrina. As a result, there
have been many adjustments, both favorable and unfavorable, to our loss estimates for individual
claims. In the first quarter of 2006, these adjustments produced a $150 million reduction in our
gross loss estimate and a related $145 million reduction in reinsurance recoverable.
The components of our net loss reserves were as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in millions) |
|
Reserves related to asbestos and toxic
waste claims |
|
$ |
1,052 |
|
|
$ |
1,071 |
|
Reserves related to Hurricane Katrina |
|
|
145 |
|
|
|
211 |
|
Reserves related to September 11 attack |
|
|
56 |
|
|
|
59 |
|
All other loss reserves |
|
|
|
|
|
|
|
|
Personal insurance |
|
|
1,686 |
|
|
|
1,692 |
|
Commercial insurance |
|
|
7,637 |
|
|
|
7,475 |
|
Specialty insurance |
|
|
7,073 |
|
|
|
6,827 |
|
Reinsurance assumed |
|
|
1,382 |
|
|
|
1,378 |
|
|
|
|
|
|
|
|
|
Net loss reserves |
|
$ |
19,031 |
|
|
$ |
18,713 |
|
|
|
|
|
|
|
|
Page 24
Loss reserves, net of reinsurance recoverable, increased by $318 million during the first
quarter of 2006. The loss reserves related to asbestos and toxic waste claims, Hurricane Katrina
and the September 11 attack are significant components of our total loss reserves, but they may
distort the growth trend in the loss reserves. Excluding such loss reserves, our net loss reserves
increased by $406 million during the first quarter of 2006. The most significant increases
occurred in the long tail liability classes of business within commercial and specialty insurance.
Based on all information currently available, we believe that the aggregate loss reserves of
our property and casualty subsidiaries at
March 31, 2006 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 managements estimate of the
ultimate liability for losses that had occurred as of
March 31, 2006 may increase in future periods. Such increases in estimates could have a material
adverse effect on the Corporations future operating
results. However, management does not expect that any such increases would have a material adverse
effect on the Corporations consolidated financial condition or liquidity.
Investment Results
Property and casualty investment income before taxes increased by 11% in the first quarter of
2006 compared with the same period in 2005. Growth was due to an increase in invested assets since
the first quarter of 2005. The increase in invested assets was due to substantial cash flow from
operations over the period. Growth in investment income in 2006 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 19.8% in the first quarter of 2006 compared
with 19.5% in the same period in 2005. The effective tax rate fluctuated 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 11% in the first
quarter of 2006. 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.
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.
Page 25
Corporate and other results include the results of Chubb Financial Solutions (CFS), which were
previously reported separately. CFSs business was primarily structured credit derivatives,
principally as a counterparty in portfolio credit default swaps. CFS has been in run-off since
April 2003.
Corporate and other produced a loss before taxes of $43 million in the first quarter of 2006
compared with a loss of $62 million in the first quarter of 2005. In the first quarter of 2005, we
recognized a $43 million real estate impairment loss, which is discussed below. In the first
quarter of 2006, we recognized a loss from our investment in Allied World compared with income in
the first quarter of 2005.
Real Estate
Our real estate operations had breakeven results in the first quarter of 2006 compared with a
loss before taxes of $43 million in the first quarter of 2005. These results 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, we reassessed the recoverability of its carrying value. Based on our reassessment, we
recognized an impairment loss of $43 million to reduce the carrying value of the property to its
estimated fair value.
In addition to the aforementioned parcel of land that we plan to sell, we own approximately
$155 million of land that we expect will be developed in the future. Our real estate assets also
include approximately $145 million of commercial properties and land parcels under lease.
The recoverability of the carrying value of our real estate assets, other than the parcel of
land that we plan to sell, 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 Corporations results of operations.
Chubb Financial Solutions
Portfolio credit default swaps are derivatives and are carried in the financial statements at
estimated fair value, which represents managements best estimate of the cost to exit our
positions. Changes in fair value are included in income in the period of the change. CFS had
breakeven results in the first quarter of 2006 and 2005.
CFSs aggregate exposure, or retained risk, from each of its in-force portfolio credit default
swaps is referred to as notional amount. Notional
amounts are used to express the extent of involvement in swap
transactions. These amounts are used to calculate the exchange of contractual cash flows and are not necessarily
representative of the potential for gain or loss. The notional amounts are not recorded on the
balance sheet.
Page 26
The notional amount of CFSs credit default swaps was $1.0 billion at
March 31, 2006. Our realistic loss exposure is a very small portion of the
$1.0 billion notional amount as our position is senior to subordinated interests of about $.5
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 March 31, 2006 were AAA.
In addition to portfolio credit default swaps, CFS entered into a derivative contract linked
to an equity market index that terminates in 2012 and a few other insignificant 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 |
|
|
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(in billions) |
|
|
(in millions) |
|
Credit default swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate securities |
|
$ |
.1 |
|
|
$ |
.2 |
|
|
$ |
1 |
|
|
$ |
1 |
|
Asset-backed securities. |
|
|
.9 |
|
|
|
.8 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
2 |
|
|
|
2 |
|
Other |
|
|
.3 |
|
|
|
.3 |
|
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.3 |
|
|
$ |
1.3 |
|
|
$ |
9 |
|
|
$ |
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized Investment Gains and Losses
Net investment gains realized were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in millions) |
|
Net realized gains (losses) |
|
|
|
|
|
|
|
|
Equity securities |
|
$ |
106 |
|
|
$ |
52 |
|
Fixed maturities |
|
|
2 |
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
108 |
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other than temporary impairment |
|
|
|
|
|
|
|
|
Fixed maturities |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains before tax |
|
$ |
106 |
|
|
$ |
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains after tax |
|
$ |
69 |
|
|
$ |
29 |
|
|
|
|
|
|
|
|
Of the net realized gains on equity securities, $95 million and
$47 million in the first quarter of 2006 and 2005, respectively, related to our share of gains
recognized by limited partnerships in which we have an interest.
Page 27
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 temporary or other than temporary, we consider various quantitative criteria 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, our intent and
ability to hold the investment for a period of time sufficient to allow us to recover our cost,
general market conditions
and industry or sector specific factors. If a decline in the fair value of an individual security
is deemed to be other than temporary, the difference between cost and estimated fair value is
charged to income as a realized investment loss. The fair value of the investment becomes its new
cost basis.
Income Taxes
In connection with the sale of a subsidiary a number of years ago, we agreed to indemnify the
buyer for certain pre-closing tax liabilities. During the first quarter of 2005, we settled this
obligation with the purchaser. Accordingly, we reduced our income tax liability, which resulted in
the recognition of a benefit of $22 million.
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 March 31, 2006, the Corporation had shareholders equity
of $12.6 billion and total debt of $2.5 billion.
The
Board of Directors approved a two-for-one stock split in the form of a stock dividend payable to shareholders of record on
March 31, 2006. Share and per share amounts have been adjusted to reflect the stock split.
Management regularly monitors the amount of capital resources that Chubb maintains both for
itself and its operating subsidiaries. In connection with our long-term capital strategy, Chubb
from time to time contributes capital to its property and casualty subsidiaries. In addition, in
order to satisfy capital needs as a result of any rating agency capital adequacy or other future
rating issues, or in the event we were to need additional capital to make strategic investments in
light of market opportunities, we 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 Chubb 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 March 31, 2006, approximately $650
million remained under the shelf registration statement.
Page 28
In December 2005, the Board of Directors authorized the repurchase of up to 28,000,000 shares
of Chubbs common stock. The authorization has no expiration date.
In January 2006, we repurchased 5,100,000 shares of our common stock under an accelerated
stock buyback program at an initial price of $48.91 per share, for a total cost of $249 million.
The program was completed in March, at which time, under the terms of the agreement, we received a
price adjustment based on the volume weighted average price of Chubbs common stock during the
program period. The price adjustment could be settled, at our election, in Chubbs common stock or
cash. We elected to have the counterparty deliver 125,562 additional shares in settlement of the
price adjustment.
As of March 31, 2006, 19,986,638 shares remained under the share repurchase authorization.
Based on our outlook for 2006, we expect to repurchase all of the shares remaining under this
authorization by the end of 2006.
Ratings
Chubb and its insurance subsidiaries are rated by major rating agencies. These ratings
reflect the rating agencys 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, we may incur higher borrowing costs and
may have more limited means to access capital. In addition, a downgrade in our financial strength
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 Chubb. After satisfying our cash requirements, excess cash flows are used to build
the investment portfolio and thereby increase future investment income.
Our strong underwriting results continued to generate substantial new cash. New cash from
operations available for investment by our property and casualty subsidiaries was approximately
$550 million in the first quarter of 2006 compared with $900 million in the same period in 2005.
New cash available was lower in 2006 due primarily to loss payments during the quarter for which
the related reinsurance recoverable has not yet been received, lower premium receipts compared with the
2005 period and higher income tax payments compared with the 2005 period.
Page 29
Our property and casualty subsidiaries maintain investments in highly liquid, short-term and
other marketable securities to provide for immediate cash needs.
Chubbs 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 Chubbs liquidity requirements in the future will be met by these sources of funds or
borrowings from our credit facility.
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 of Chubb and the respective operating
companies.
Our investment portfolio is 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 portfolio includes equity securities, primarily publicly traded common stocks and
private equity limited partnerships, held primarily with the objective of capital appreciation.
In the first quarter of 2006, we invested new cash in tax exempt bonds and, to a lesser
extent, taxable bonds, primarily foreign 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 $134 million and $478 million at March 31, 2006 and December 31, 2005,
respectively. Such unrealized appreciation is reflected in a separate component of other
comprehensive income, net of applicable deferred income tax.
The unrealized market appreciation before tax of those fixed maturities carried at amortized
cost was $9 million at March 31, 2006 and $11 million at December 31, 2005. Such unrealized
appreciation was not reflected in the consolidated financial statements.
Changes in unrealized market appreciation or depreciation of fixed maturities were due
primarily to fluctuations in interest rates.
Page 30
Item 4 Controls and Procedures
As of March 31, 2006, an evaluation of the effectiveness of the design and operation of the
Corporations disclosure controls and procedures was performed under the supervision and with the
participation of the Corporations 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 Corporations disclosure controls and procedures were effective as of
the evaluation date.
During the quarter ended March 31, 2006, there were no changes in internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect,
the Corporations internal control over financial reporting.
Page 31
PART II. OTHER INFORMATION
Item 1
Legal Proceedings
As previously disclosed, as part of ongoing investigations of market practices in the property
and casualty insurance industry with respect to contingent commissions and loss mitigation and
finite reinsurance arrangements, Chubb and certain of its subsidiaries have received subpoenas and
other information requests from the Attorneys General and insurance regulators of several states,
as well as from several foreign regulatory authorities, the U.S. Securities and Exchange Commission
and the U.S. Attorney for the Southern District of New York. Officials from other jurisdictions
may initiate investigations into similar matters and, because the Corporation operates throughout
the United States and in many jurisdictions outside the United States, the Corporation may receive
additional subpoenas and requests for information in connection with such inquiries. The
Corporation is cooperating fully in such investigations.
As previously disclosed, purported class actions arising out of the aforementioned
investigations into market practices in the property and casualty insurance industry involving the
payment of contingent commissions to brokers and agents have been filed in a number of state and
federal courts. On August 1, 2005, Chubb and certain of its subsidiaries were named in a putative
class action entitled In re Insurance Brokerage Antitrust Litigation in the U.S. District Court for
the District of New Jersey. This action, brought against several brokers and insurers on behalf of
a class of persons who purchased insurance through the broker defendants, asserts claims under the
Sherman Act and state law and the Racketeer Influenced and Corrupt Organizations Act (RICO)
arising from the alleged unlawful use of contingent commission agreements. The complaint seeks
treble damages, injunctive and declaratory relief, and attorneys fees.
Chubb and certain of its subsidiaries have also been named as defendants in two purported
class actions relating to allegations of unlawful use of contingent commission arrangements that
were originally filed in state court. The first was filed on February 16, 2005 in Seminole County,
Florida. The second was filed on May 17, 2005 in Essex County, Massachusetts. Both cases were
removed to federal court and then transferred by the Judicial Panel on Multidistrict Litigation to
the U.S. District Court for the District of New Jersey for consolidation with the In re Insurance
Brokerage Antitrust Litigation. In December 2005, Chubb and certain of its subsidiaries were named
in an action similar to the In re Insurance Brokerage Antitrust Litigation. The action is pending
in the same court and has been assigned to the judge who is presiding over the In re Insurance
Brokerage Antitrust Litigation. The complaint has not yet been served in this matter. Separately,
in April 2006, Chubb and one of its subsidiaries were named in an action similar to the In re
Insurance Brokerage Antitrust Litigation. This action is pending in the U.S. District Court for
the Northern District of Georgia. In these actions, the plaintiffs generally allege that the
defendants unlawfully used contingent commission agreements. The actions seek unspecified damages
and attorneys fees.
The Corporation believes it has substantial defenses to all of the aforementioned legal
proceedings and intends to defend the actions vigorously. It is reasonable to expect that, in the
ordinary course of business, the Corporation may be involved in additional litigation of this sort.
Page 32
Item 1A
Risk Factors
Our business is subject to a number of risks, including those identified in Item 1A of our
2005 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission as updated
and supplemented below, that could have a material effect on our business, results of operations,
financial condition and/or liquidity and that could cause our operating results to vary
significantly from period to period. The risks described in our Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q are not the only risks we face. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also could have a material
effect on our business, results of operations, financial condition and/or liquidity.
We are involved in the ongoing investigations of certain business practices in the property and
casualty insurance industry by various U.S. state and federal authorities as well as by regulators
in jurisdictions outside the U.S. We cannot predict the outcome of these investigations or related
legal proceedings, including any potential amounts that we may be required to pay. Such payments
could have a material adverse effect on our results of operations in the relevant periods.
We are involved in the ongoing
investigations by various Attorneys General and other
regulatory authorities of several states, the U.S. Securities and Exchange Commission, the U.S.
Attorney for the Southern District of New York and certain non-U.S. regulatory authorities with
respect to certain business practices in the property and casualty insurance industry involving,
among other things, (1) the payment of contingent commissions to brokers and agents and (2) loss
mitigation and finite reinsurance arrangements. We may receive additional subpoenas and other
information requests from Attorneys General or other regulatory agencies regarding similar issues.
A few property and casualty insurance companies have entered into settlements with certain
regulatory authorities with respect to some of the issues that are the focus of these ongoing
investigations. As part of these settlements, among other things, these companies have agreed to
make substantial settlement payments. Although no regulatory action has been initiated against us,
it is possible that one or more regulatory authorities will bring an action against us with respect to some or all of
the issues that are the focus of these ongoing investigations. We have been informed by the Attorney General of the State of Ohio that he currently
intends to file an action against several industry participants, including us, with respect to certain of these issues.
In addition, Chubb and certain
of its subsidiaries have been named in legal proceedings brought by private plaintiffs arising out of these investigations. We
cannot predict the ultimate outcome of these investigations or legal proceedings, including any
potential amounts that we may be required to pay in connection with them. It is possible that such
payments could have a material adverse effect on our results of operations in particular quarterly
or annual periods.
Page 33
We are dependent on independent insurance brokers and agents to distribute our products.
We generally do not use salaried employees to promote and distribute our insurance
products. Instead, we rely on a large number of independent brokers and agents. Accordingly, our
business is dependent on the willingness of these brokers and agents to recommend our products to
their customers. We have agreements in place with insurance agents and brokers under which, in
addition to the standard commissions that we pay, we agree to pay commissions that are contingent
on the volume and/or the profitability of business placed with us. The relationship between
insurance companies and brokers and agents has come under increasing scrutiny by federal and state
regulators in the U.S. and regulators outside the U.S., which may affect the manner in which we can
interact with and compensate our brokers and agents in the future. For example, since the New York
Attorney Generals Office filed a civil complaint against Marsh & McLennan Companies, Inc. and
Marsh, Inc. on October 14, 2004, several major brokers, some agents and a few major property and
casualty insurance companies have announced that they have discontinued or will discontinue the
acceptance or payment, as applicable, of contingent commissions for some or all lines of business.
In addition, the settlement agreements entered into by these insurance companies with certain
regulators require that they support legislation and regulation to abolish contingent commissions.
At least one of the settling companies has also agreed to require its agents and brokers to make
certain disclosures to insureds regarding compensation received in connection with the placement or
renewal of insurance. Other industry participants may make similar, or different, determinations
in the future. In addition, legislative, regulatory, business or other developments may require
changes to market practices including the payment of contingent commissions. It is possible that
changes to the manner in which we interact with and compensate brokers and agents and the extent to
which industry participants respond to or implement the business changes outlined above could have
a material adverse effect on our ability to renew business or write new business, which, in turn,
could have a material adverse effect on our results of operations or financial condition.
Changes to our expected probable maximum losses may cause us to change our business strategy.
We utilize third party predictive models to assist us in estimating the maximum losses we are
likely to incur in connection with a variety of hypothetical events from natural perils such as
earthquakes and windstorms and man-made events such as terrorism. These estimates often are
referred to as probable maximum losses, which we use in analyzing new business opportunities,
reviewing our renewal book business, establishing pricing for our products and developing our
overall risk mitigation strategy. The developers of these predictive modeling tools have announced
that updates to their models will be released in the second quarter of 2006. It is possible that
the updated models will indicate probable maximum losses in excess of those we currently estimate,
which could require that we reassess certain aspects of our business strategy, pricing and overall
risk tolerances. We cannot predict the impact of any such reassessment on our business.
In addition, rating agencies utilize the predictive models to estimate probable maximum
losses in determining our credit and financial strength ratings. It is unknown how rating agencies
will react to changes in probable maximum loss estimates upon the release of the new models.
Page 34
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes Chubbs stock repurchased each month in the quarter ended March
31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Maximum Number of |
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
|
Shares that May |
|
|
|
Total Number |
|
|
Average |
|
|
as Part of |
|
|
Yet Be Purchased |
|
|
|
of Shares |
|
|
Price Paid |
|
|
Publicly Announced |
|
|
Under the |
|
|
|
Purchased (a) (b) |
|
|
Per Share |
|
|
Plans or Programs |
|
|
Plans or Programs (c) |
|
Period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2006 |
|
|
5,100,000 |
|
|
$ |
48.91 |
|
|
|
5,100,000 |
|
|
|
20,112,200 |
|
February 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,112,200 |
|
March 2006 |
|
|
125,562 |
|
|
|
|
|
|
|
125,562 |
|
|
|
19,986,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
5,225,562 |
|
|
$ |
47.73 |
|
|
|
5,225,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The stated amounts exclude 18,792 shares, 31,398 shares and 169,152 shares delivered to
Chubb during the months of January 2006, February 2006 and March 2006, respectively, by
employees of the Corporation in connection with the Corporations stock-based employee
compensation plans. |
|
(b) |
|
In January 2006, Chubb repurchased 5,100,000 shares under an accelerated stock buyback
program at an initial price of $48.91 per share. The program was completed in March, at which
time, under the terms of the agreement, Chubb received a price adjustment based on the volume
weighted average price of its common stock during the program period. The price adjustment
could be settled, at Chubbs election, in common stock or cash. Chubb elected to have the
counterparty deliver 125,562 additional shares in settlement of the price adjustment. |
|
(c) |
|
On December 8, 2005, the Board of Directors authorized the repurchase of up to 28,000,000
shares of common stock. The authorization has no expiration date. |
Share and per share amounts have been retroactively adjusted to reflect the two-for-one stock
split payable to shareholders of record on March 31, 2006.
Page 35
Item 6 Exhibits
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
|
|
Description |
|
|
|
|
Articles of incorporation and by-laws |
3.1
|
|
|
|
Certificate of Amendment to the Restated Certificate of Incorporation
of the registrant. Incorporated by reference to Exhibit (3.1) of the
registrants Current Report on Form 8-K filed on April 18, 2006. |
|
|
|
|
|
|
|
|
|
Material Contracts |
10.1
|
|
|
|
The Chubb Corporation Annual Incentive Compensation Plan (2006)
incorporated by reference to Annex A of the registrants definitive
proxy statement for the Annual Meeting of Shareholders held on
April 25, 2006. |
10.2
|
|
|
|
Form of 2006 Performance Share Award Agreement under The Chubb
Corporation Long-Term Stock Incentive Plan (2004) (for Chief
Executive Officer and Vice Chairmen) filed herewith. |
10.3
|
|
|
|
Form of 2006 Performance Share Award Agreement under The Chubb
Corporation Long-Term Stock Incentive Plan (2004) (for Executive
Vice Presidents and certain Senior Vice Presidents) filed herewith. |
10.4
|
|
|
|
Form of 2006 Restricted Stock Unit Agreement under The Chubb
Corporation Long-Term Stock Incentive Plan (2004) (for Chief
Executive Officer, Vice Chairmen, Executive Vice Presidents and
certain Senior Vice Presidents) filed herewith. |
|
|
|
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certifications. |
31.1
|
|
|
|
Certification by John D. Finnegan filed herewith.
|
31.2
|
|
|
|
Certification by Michael OReilly filed herewith. |
|
|
|
|
|
|
|
|
|
Section 1350 Certifications. |
32.1
|
|
|
|
Certification by John D. Finnegan filed herewith.
|
32.2
|
|
|
|
Certification by Michael OReilly filed herewith. |
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: May 5, 2006