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, 2007
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.
Large accelerated filer þ Accelerated filer o 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, 2007 was 401,480,338.
THE CHUBB CORPORATION
INDEX
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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2007 |
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2006 |
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(in millions) |
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Revenues |
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Premiums Earned |
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$ |
2,985 |
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$ |
3,019 |
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Investment Income |
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414 |
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381 |
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Other Revenues |
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3 |
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Realized Investment Gains |
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117 |
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106 |
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Total Revenues |
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3,519 |
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3,506 |
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Losses and Expenses |
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Losses and Loss Expenses |
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1,580 |
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1,618 |
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Amortization of Deferred Policy Acquisition Costs |
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764 |
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733 |
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Other Insurance Operating Costs and Expenses |
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113 |
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127 |
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Investment Expenses |
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12 |
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10 |
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Other Expenses |
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4 |
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16 |
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Corporate Expenses |
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45 |
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50 |
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Total Losses and Expenses |
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2,518 |
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2,554 |
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Income Before Federal and Foreign Income Tax |
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1,001 |
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952 |
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Federal and Foreign Income Tax |
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291 |
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280 |
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Net Income |
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$ |
710 |
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$ |
672 |
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Net Income Per Share |
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Basic |
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$ |
1.74 |
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$ |
1.62 |
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Diluted |
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1.71 |
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1.58 |
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Dividends Declared Per Share |
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.29 |
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.25 |
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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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2007 |
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2006 |
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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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$ |
2,360 |
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$ |
2,254 |
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Fixed Maturities |
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Held-to-Maturity Tax Exempt (market $135
and $142) |
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128 |
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135 |
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Available-for-Sale |
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Tax Exempt (cost $17,737 and $17,314) |
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17,998 |
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17,613 |
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Taxable (cost $14,585 and $14,310) |
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14,495 |
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14,218 |
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Equity Securities (cost $1,624 and $1,561) |
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2,037 |
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1,957 |
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Other Invested Assets |
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1,655 |
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1,516 |
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TOTAL INVESTED ASSETS |
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38,673 |
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37,693 |
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Cash |
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42 |
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38 |
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Securities Lending Collateral |
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2,509 |
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2,620 |
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Accrued Investment Income |
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406 |
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411 |
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Premiums Receivable |
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2,185 |
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2,314 |
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Reinsurance Recoverable on Unpaid Losses
and Loss Expenses |
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2,531 |
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2,594 |
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Prepaid Reinsurance Premiums |
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381 |
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354 |
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Deferred Policy Acquisition Costs |
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1,476 |
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1,480 |
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Real Estate Assets |
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203 |
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201 |
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Deferred Income Tax |
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531 |
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591 |
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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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1,518 |
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1,514 |
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TOTAL ASSETS |
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$ |
50,922 |
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$ |
50,277 |
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Liabilities |
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Unpaid Losses and Loss Expenses |
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$ |
22,350 |
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$ |
22,293 |
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Unearned Premiums |
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6,452 |
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6,546 |
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Securities Lending Payable |
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2,509 |
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2,620 |
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Long Term Debt |
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3,335 |
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2,466 |
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Dividend Payable to Shareholders |
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119 |
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104 |
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Accrued Expenses and Other Liabilities |
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2,284 |
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2,385 |
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TOTAL LIABILITIES |
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37,049 |
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36,414 |
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Contingent
Liabilities (Note 6) |
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Shareholders Equity |
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Common Stock $1 Par Value; 401,480,338 and
411,276,940 Shares |
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401 |
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411 |
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Paid-In Surplus |
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987 |
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1,539 |
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Retained Earnings |
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12,302 |
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11,711 |
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Accumulated Other Comprehensive Income |
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183 |
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202 |
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TOTAL SHAREHOLDERS EQUITY |
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13,873 |
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13,863 |
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
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$ |
50,922 |
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$ |
50,277 |
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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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2007 |
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2006 |
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(in millions) |
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Net Income |
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$ |
710 |
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$ |
672 |
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Other Comprehensive Income (Loss), Net of Tax |
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Change in Unrealized Appreciation of Investments |
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(12 |
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(224 |
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Foreign Currency Translation Losses |
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(12 |
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(2 |
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Amortization of Net Loss and Prior Service Cost
Included in Net Postretirement Benefit Costs |
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5 |
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(19 |
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(226 |
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Comprehensive Income |
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$ |
691 |
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$ |
446 |
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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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2007 |
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2006 |
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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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$ |
710 |
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$ |
672 |
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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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120 |
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318 |
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Decrease in Unearned Premiums, Net |
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(118 |
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(94 |
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Decrease in Premiums Receivable |
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129 |
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107 |
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Decrease (Increase) in Reinsurance Recoverable
on Paid Losses |
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58 |
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(152 |
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Deferred Income Tax |
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67 |
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100 |
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Amortization of Premiums and Discounts on
Fixed Maturities |
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58 |
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57 |
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Depreciation |
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17 |
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22 |
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Realized Investment Gains |
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(117 |
) |
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(106 |
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Other, Net |
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(217 |
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(210 |
) |
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Net Cash Provided by Operating Activities |
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707 |
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714 |
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Cash Flows from Investing Activities |
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Proceeds from Fixed Maturities |
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Sales |
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498 |
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887 |
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Maturities, Calls and Redemptions |
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458 |
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398 |
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Proceeds from Sales of Equity Securities |
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56 |
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36 |
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Purchases of Fixed Maturities |
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(1,732 |
) |
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(2,042 |
) |
Purchases of Equity Securities |
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(104 |
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(93 |
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Investments in Other Invested Assets, Net |
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(41 |
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14 |
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Decrease (Increase) in Short Term Investments, Net |
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(106 |
) |
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246 |
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Increase in
Net Payable from Security Transactions Not Settled |
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83 |
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115 |
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Purchases of Property and Equipment, Net |
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(7 |
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(14 |
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Net Cash Used in Investing Activities |
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(895 |
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(453 |
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Cash Flows from Financing Activities |
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Proceeds from Issuance of Long Term Debt |
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1,000 |
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Repayment of Long Term Debt |
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(125 |
) |
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Proceeds from Issuance of Common Stock Under
Stock-Based Employee Compensation Plans |
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44 |
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86 |
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Repurchase of Shares |
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(610 |
) |
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(249 |
) |
Dividends Paid to Shareholders |
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(104 |
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(90 |
) |
Other, Net |
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(13 |
) |
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(2 |
) |
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Net Cash Provided by (Used in) Financing Activities |
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192 |
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(255 |
) |
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Net Increase in Cash |
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4 |
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6 |
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Cash at Beginning of Year |
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38 |
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36 |
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Cash at End of Period |
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$ |
42 |
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$ |
42 |
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See Notes to Consolidated Financial Statements.
Page 5
THE CHUBB CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) General
The accompanying consolidated financial statements have been prepared in accordance with
U.S. generally accepted accounting principles and include the accounts of The Chubb
Corporation (Chubb) and its subsidiaries (collectively, the Corporation). Significant
intercompany transactions have been eliminated in consolidation.
The amounts included in this report are unaudited but include those adjustments,
consisting of normal recurring items, 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 2006 Annual Report on Form 10-K.
2) Adoption of New Accounting Pronouncements
Effective January 1, 2007, the Corporation adopted Financial Accounting Standards Board
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation
of Statement of Financial Accounting Standards No. 109. FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprises financial statements. The
Interpretation prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a
tax return. The adoption of FIN 48 did not have a significant effect on the Corporations
financial position or results of operations.
3) Investments
Short term investments, which have an original maturity of one year or less, are carried
at amortized cost which approximates market value. Fixed maturities classified as
held-to-maturity are carried at amortized cost. Fixed maturities classified as
available-for-sale and equity securities are carried at market value as of the balance sheet
date.
The 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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2007 |
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2006 |
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(in millions) |
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Change in unrealized appreciation
of equity securities |
|
$ |
17 |
|
|
$ |
26 |
|
Change in unrealized appreciation or depreciation
of fixed maturities |
|
|
(36 |
) |
|
|
(370 |
) |
|
|
|
|
|
|
|
|
|
|
(19 |
) |
|
|
(344 |
) |
|
|
|
|
|
|
|
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Deferred income tax credit |
|
|
(7 |
) |
|
|
(120 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized appreciation
of investments, net |
|
$ |
(12 |
) |
|
$ |
(224 |
) |
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Page 6
4) Debt
In March 2007, Chubb issued $1.0 billion of unsecured junior subordinated capital
securities. The capital securities will become due on April 15, 2037, the scheduled maturity
date, but only to the extent that Chubb has received sufficient net proceeds from the sale of
certain qualifying capital securities. Chubb must use its commercially reasonable efforts,
subject to certain market disruption events, to sell enough qualifying capital securities to
permit repayment of the capital securities in full on the scheduled maturity date or as soon
thereafter as possible. Any remaining outstanding principal amount will be due on March 29,
2067, the final maturity date. The capital securities bear interest at a fixed rate of
6.375% through April 14, 2017. Thereafter, the capital securities will bear interest at a
rate equal to the three-month LIBOR rate plus 2.25%. Subject to certain conditions, Chubb
has the right to defer the payment of interest on the capital securities for a period not
exceeding ten consecutive years. During any such period, interest will continue to accrue
and Chubb generally may not declare or pay any dividends on or purchase any shares of its
capital stock.
In connection with the issuance of the capital securities, Chubb entered into a
replacement capital covenant in which it agreed that it will not repay, redeem, defease or
purchase the capital securities before March 29, 2047, unless, subject to certain
limitations, it has received proceeds from the sale of replacement capital securities, as
defined.
Subject to the replacement capital covenant, the capital securities may be redeemed, in whole
or in part, at any time on or after April 15, 2017 at a redemption price equal to the
principal amount plus any accrued interest or prior to April 15, 2017 at a redemption price equal to the greater of
(i) the principal amount or (ii) a make-whole amount, in each case plus any accrued
interest.
At December 31, 2006, Executive Risk Capital Trust, wholly owned by Chubb Executive Risk
Inc., which in turn is wholly owned by Chubb, had outstanding $125 million of 8.675% capital
securities. The sole assets of the Trust were debentures issued by Chubb Executive Risk.
The capital securities were subject to mandatory redemption in 2027 upon repayment of the
debentures. The capital securities were also subject to mandatory redemption in certain
other specified circumstances beginning in 2007. On February 1, 2007, the debentures were
repaid and the Trust redeemed the capital securities at a price that included a make-whole
premium of $5 million in the aggregate.
Page 7
5) Segments Information
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 any such
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 8
Revenues and income before income tax of the operating segments were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(in millions) |
|
Revenues |
|
|
|
|
|
|
|
|
Property and casualty insurance |
|
|
|
|
|
|
|
|
Premiums earned |
|
|
|
|
|
|
|
|
Personal insurance |
|
$ |
894 |
|
|
$ |
837 |
|
Commercial insurance |
|
|
1,277 |
|
|
|
1,279 |
|
Specialty insurance |
|
|
741 |
|
|
|
749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
2,912 |
|
|
|
2,865 |
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
73 |
|
|
|
154 |
|
|
|
|
|
|
|
|
|
|
|
2,985 |
|
|
|
3,019 |
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
392 |
|
|
|
357 |
|
|
|
|
|
|
|
|
|
|
Other revenues |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty insurance |
|
|
3,379 |
|
|
|
3,376 |
|
|
|
|
|
|
|
|
|
|
Corporate and other |
|
|
23 |
|
|
|
24 |
|
Realized investment gains |
|
|
117 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
3,519 |
|
|
$ |
3,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax |
|
|
|
|
|
|
|
|
Property and casualty insurance |
|
|
|
|
|
|
|
|
Underwriting |
|
|
|
|
|
|
|
|
Personal insurance |
|
$ |
202 |
|
|
$ |
184 |
|
Commercial insurance |
|
|
144 |
|
|
|
256 |
|
Specialty insurance |
|
|
141 |
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
487 |
|
|
|
528 |
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
43 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
530 |
|
|
|
544 |
|
|
|
|
|
|
|
|
|
|
Decrease in deferred policy
acquisition costs |
|
|
(3 |
) |
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income |
|
|
527 |
|
|
|
536 |
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
381 |
|
|
|
348 |
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
3 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty insurance |
|
|
911 |
|
|
|
889 |
|
|
|
|
|
|
|
|
|
|
Corporate and other loss |
|
|
(27 |
) |
|
|
(43 |
) |
Realized investment gains |
|
|
117 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income before income tax |
|
$ |
1,001 |
|
|
$ |
952 |
|
|
|
|
|
|
|
|
Page 9
6) Contingent Liabilities
Chubb and certain of its subsidiaries have been involved in the investigations of
certain market 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, Chubb and certain of its subsidiaries have received
subpoenas and other requests for information from various regulators. The Corporation has
been cooperating fully with these investigations. The Corporation has settled with the
Attorneys General of New York, Connecticut and Illinois all issues arising out of their
investigations. Although no regulatory action has been initiated against the Corporation, it
is possible that one or more other 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.
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 federal and state courts.
On August 1, 2005, Chubb and certain of its subsidiaries were named as defendants 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 arising from the alleged unlawful use of contingent
commission agreements. Chubb and certain of its subsidiaries have also been named as
defendants in two putative 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 In re Insurance Brokerage Antitrust
Litigation. Since being transferred to the District of New Jersey, the plaintiff in the
former lawsuit has been inactive and the latter lawsuit has been voluntarily dismissed. On
April 5, 2007, the U.S. District Court for the District of New Jersey dismissed the
complaint in In re Insurance Brokerage Antitrust Litigation, without prejudice, granting
plaintiffs one further opportunity to amend their complaint. Plaintiffs amended complaint
must be filed by May 22, 2007.
Page 10
In December 2005, Chubb and certain of its subsidiaries were named in a putative class
action similar to In re Insurance Brokerage Antitrust Litigation. The action is pending in
the U.S. District Court for the District of New Jersey and has been assigned to the judge who
is presiding over In re Insurance Brokerage Antitrust Litigation. The complaint has never
been served in this matter. Separately, in April 2006, Chubb and one of its subsidiaries were
named in an action similar to In re Insurance Brokerage Antitrust Litigation. This action was
filed in the U.S. District Court for the Northern District of Georgia and subsequently was
transferred by the Judicial Panel on Multidistrict Litigation to the U.S. District Court for
the District of New Jersey for consolidation with In re Insurance Brokerage Antitrust
Litigation.
In these actions, the plaintiffs generally allege that the defendants unlawfully used
contingent commission agreements. The actions seek treble damages, injunctive and declaratory
relief, and attorneys fees. The Corporation believes it has substantial defenses to all of
the aforementioned legal proceedings and intends to defend the actions vigorously.
The Corporation cannot at this time predict the ultimate outcome of the aforementioned
ongoing investigations and legal proceedings, including any potential amounts that the
Corporation may be required to pay in connection with them.
7) Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(in millions, except |
|
|
|
per share amounts) |
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
710 |
|
|
$ |
672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
407.2 |
|
|
|
413.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
1.74 |
|
|
$ |
1.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
710 |
|
|
$ |
672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
407.2 |
|
|
|
413.9 |
|
Additional shares from assumed exercise
of stock-based compensation awards |
|
|
7.1 |
|
|
|
6.9 |
|
Additional shares from assumed issuance of
common stock upon settlement of purchase
contracts |
|
|
|
|
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares
and potential common shares assumed
outstanding for computing diluted
earnings per share |
|
|
414.3 |
|
|
|
424.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
1.71 |
|
|
$ |
1.58 |
|
|
|
|
|
|
|
|
Page 11
|
|
|
Item 2 |
|
Managements Discussion and Analysis of Financial Condition and Results
of Operations for the Quarters Ended March 31, 2007 and 2006 |
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
statements regarding expectations as to our loss reserve and reinsurance recoverable estimates;
the number and severity of surety-related claims; the cost and
availability of reinsurance in 2007 and the impact of changes to our
reinsurance program;
premium volume, rates, terms and conditions and competition; the impact of investigations into
market practices in the property and casualty insurance industry and any resulting business
reforms; changes to our producer compensation program; the use of proceeds from our sale of capital
securities; the repurchase of common stock under our share repurchase program; and our
capital adequacy and funding of liquidity needs. 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; |
Page 12
|
|
the occurrence of significant weather-related or other natural or
human-made disasters, particularly in locations where we have
concentrations of risk; |
|
|
|
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: |
|
|
|
claims and litigation arising out of stock option backdating,
spring loading and other option grant practices by public companies; |
|
|
|
|
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 changes in market practices in the U.S. property
and casualty insurance industry, in particular contingent
commissions and loss mitigation and finite reinsurance
arrangements, arising from any legal or regulatory proceedings,
related settlements and industry reform, including changes that
have been announced and changes that may occur in the future; |
|
|
|
the impact of legislative and regulatory developments on our
business, including those relating to terrorism and 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. These estimates and
judgments, which are discussed in Item 7 of our 2006 Annual Report on Form 10-K as supplemented
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 $710 million in the first quarter of 2007 compared with $672
million in the comparable period of 2006. Net income in both periods benefited from
substantial underwriting income in our property and casualty insurance business. |
|
|
|
|
Underwriting results were exceptionally profitable in the first quarter of
both 2007 and 2006 as evidenced by the combined loss and expense ratio of 83.4% and
82.9%, respectively. |
|
|
|
|
Total net premiums written decreased by 2% in the first quarter of 2007.
Net premiums written in our insurance business increased 1%, reflecting our continued
emphasis on underwriting discipline in an increasingly competitive market environment.
In the reinsurance assumed business, net premiums written decreased 69%, reflecting the
sale of the ongoing business in December 2005. |
|
|
|
|
Property and casualty investment income after tax increased by 9% in the
first quarter of 2007. The growth was due to an increase in invested assets over the
past year. 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 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(in millions) |
|
Property and Casualty Insurance |
|
$ |
911 |
|
|
$ |
889 |
|
Corporate and Other |
|
|
(27 |
) |
|
|
(43 |
) |
Realized Investment Gains |
|
|
117 |
|
|
|
106 |
|
|
|
|
|
|
|
|
Consolidated Income Before Income Tax |
|
|
1,001 |
|
|
|
952 |
|
Federal and Foreign Income Tax |
|
|
291 |
|
|
|
280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Net Income |
|
$ |
710 |
|
|
$ |
672 |
|
|
|
|
|
|
|
|
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 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(in millions) |
|
Underwriting |
|
|
|
|
|
|
|
|
Net Premiums Written |
|
$ |
2,867 |
|
|
$ |
2,925 |
|
Decrease in Unearned Premiums |
|
|
118 |
|
|
|
94 |
|
|
|
|
|
|
|
|
Premiums Earned |
|
|
2,985 |
|
|
|
3,019 |
|
|
|
|
|
|
|
|
Losses and Loss Expenses |
|
|
1,580 |
|
|
|
1,618 |
|
Operating Costs and Expenses |
|
|
870 |
|
|
|
850 |
|
Decrease in Deferred Policy Acquisition Costs |
|
|
3 |
|
|
|
8 |
|
Dividends to Policyholders |
|
|
5 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Income |
|
|
527 |
|
|
|
536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
|
|
Investment Income Before Expenses |
|
|
392 |
|
|
|
357 |
|
Investment Expenses |
|
|
11 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income |
|
|
381 |
|
|
|
348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income |
|
|
3 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty Income Before Tax |
|
$ |
911 |
|
|
$ |
889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty Investment Income After Tax |
|
$ |
305 |
|
|
$ |
279 |
|
|
|
|
|
|
|
|
Property and casualty income before tax was modestly higher in the first quarter of 2007
compared with the comparable period of 2006. The increase was due to higher investment income.
Results in both periods benefited from substantial underwriting 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 since 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
Net Premiums Written
Net premiums written were $2.9 billion in the first quarter of 2007, a decrease of 2% compared
with the same period in 2006.
Net premiums written by business unit were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
% Increase |
|
|
|
2007 |
|
|
2006 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Personal insurance |
|
$ |
840 |
|
|
$ |
792 |
|
|
|
6 |
% |
Commercial insurance |
|
|
1,306 |
|
|
|
1,325 |
|
|
|
(1 |
) |
Specialty insurance |
|
|
681 |
|
|
|
680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
2,827 |
|
|
|
2,797 |
|
|
|
1 |
|
Reinsurance assumed |
|
|
40 |
|
|
|
128 |
|
|
|
(69 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,867 |
|
|
$ |
2,925 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net premiums written from our insurance business increased 1% in the first quarter of 2007
compared with the same period in 2006. Premiums in the first quarter of 2006 benefited from a $20
million reduction of previously accrued reinsurance reinstatement premium costs related to
Hurricane Katrina. Premiums in the United States, which represent 75% of our insurance premiums,
declined 1%. Premiums outside the U.S. grew 7%; in local currencies, such growth was 1%.
The modest overall growth in net premiums written in our insurance business reflected our
continued emphasis on underwriting discipline in an increasingly competitive market environment.
Rates were generally stable, but continued to be under competitive pressure that varied by class of
business and geographic territory. We continued to retain a high percentage of our existing
customers and to renew these accounts at prices we believe to be appropriate relative to the
exposure. In addition, while we continued to be selective, we found opportunities to write new
business at acceptable rates.
Net reinsurance assumed premiums written decreased by 69% in the first quarter of 2007
compared with the same period of 2006. The premium decline reflects the sale of our 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 2004
and 2005, the cost of property catastrophe reinsurance increased significantly in 2006. Reinsurance rates have generally remained steady in 2007, due in
part to a relatively low level of catastrophes in 2006. However, there continue to be capacity
restrictions in some segments of the marketplace.
The major components of our reinsurance program were up for renewal in April 2007. We did not
renew our casualty clash treaty as we believe the cost was not justified given the limited capacity
and terms available. The treaty had provided coverage of approximately 55% of losses between $75
million and $150 million per insured event.
Page 16
On our commercial property per risk treaty, we increased the reinsurance coverage at the top
of the program by $100 million. This treaty now provides approximately $500 million of coverage
per risk in excess of our $25 million retention.
The structure of our property catastrophe program for events in the United States was modified
but the coverage provided is similar to the previous program. The principal catastrophe treaty now
provides coverage of approximately 70% of losses (net of recoveries from other available
reinsurance) between $350 million and $1.3 billion, with additional coverage of 55% of losses
between $1.3 billion and $2.05 billion in the northeastern part of the country, where we have our
greatest concentration of exposure.
We also purchased two fully collateralized four-year reinsurance coverages for
homeowners-related losses sustained from qualifying hurricane loss events in the northeastern part
of the United States. This reinsurance was purchased from East Lane Re Ltd., a Cayman Islands
reinsurance company, which financed the provision of reinsurance through the issuance of $250
million in catastrophe bonds to investors under two separate bond tranches. This reinsurance
provides coverage of approximately 30% of covered losses between $1.3 billion and $2.05 billion.
We participate in the Florida Hurricane Catastrophe Fund, which is a state-mandated fund that
will provide reimbursement to insurers for a portion of their residential catastrophic hurricane
losses. Our participation in the Fund limits our initial retention in Florida for homeowners
related losses to approximately $150 million.
Our property catastrophe treaty for events outside the United States was renewed with no
modification of its terms. The treaty 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.
We expect that our overall reinsurance costs in 2007 will be similar to those in 2006. We do
not expect the changes we made to our reinsurance program to have a material effect on the
Corporations results of operations, financial condition or liquidity.
Profitability
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.
Page 17
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 incurred and GAAP underwriting expenses incurred.
Underwriting results were exceptionally profitable in the first quarter of both 2007 and 2006.
The combined loss and expense ratio for our overall property and casualty business was as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
2007 |
|
2006 |
Loss ratio |
|
|
53.0 |
% |
|
|
53.8 |
% |
Expense ratio |
|
|
30.4 |
|
|
|
29.1 |
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
83.4 |
% |
|
|
82.9 |
% |
|
|
|
|
|
|
|
|
|
The loss ratio improved slightly in the first quarter of 2007 compared with the same period in
2006, despite higher catastrophe losses. The loss ratio in both years reflects favorable loss
experience which we believe resulted from our disciplined underwriting in recent years.
Catastrophe losses were $76 million in the first quarter of 2007, which represented 2.5
percentage points of the combined loss and expense ratio. Catastrophes had virtually no effect on underwriting results in the first quarter of 2006 as
catastrophe losses of $21 million were offset by the $20 million reduction in previously accrued
reinsurance reinstatement premium costs related to Hurricane Katrina.
The expense ratio increased in the first quarter of 2007 compared with the same period in
2006. The increase was primarily the result of higher commissions, due in large part to premium
growth outside the United States in countries where commission rates are higher than in the United
States as well as higher reinsurance ceded premiums on which there
were no ceding commissions. In
addition, operating costs increased somewhat whereas net premiums written decreased.
In lieu of paying contingent commissions, we will pay, beginning in 2007, guaranteed
supplemental compensation to agents and brokers in the United States with whom we previously
had contingent commission agreements. Under this arrangement, agents and brokers will be paid a
percentage of written premiums on eligible lines of business in a calendar year based upon their
prior performance. We expect that the total guaranteed supplemental
compensation payout for 2007 will be
substantially the same as the contingent commission payout for 2006.
However, the change in our commission arrangements has created a
difference in the timing of expense recognition, which results in a one-time
benefit to income during the 2007 transition year. The impact of the change in the first quarter
of 2007
was to increase deferred policy acquisition costs by approximately $20 million.
The change had no effect on the expense ratio.
Page 18
Review of Underwriting Results by Business Unit
Personal Insurance
Net premiums written from personal insurance, which represented 29% of our premiums written in
the first quarter of 2007, increased by 6% in the first quarter compared with the same period in
2006. Net premiums written for the classes of business within the personal insurance segment were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
% Increase |
|
|
|
2007 |
|
|
2006 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Automobile |
|
$ |
147 |
|
|
$ |
155 |
|
|
|
(5 |
)% |
Homeowners |
|
|
520 |
|
|
|
488 |
|
|
|
7 |
|
Other |
|
|
173 |
|
|
|
149 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
$ |
840 |
|
|
$ |
792 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
Personal automobile premiums decreased in the first quarter of 2007, due to our maintaining
underwriting discipline in the highly competitive U.S. marketplace and the termination of a
collector vehicle program. Personal automobile premiums outside the U.S. increased; however, the
rate of growth was lower than in the prior year. Premium growth in our homeowners business was due
to increased insurance-to-value and slightly higher rates. The in-force policy count for this
class was unchanged during the first quarter of 2007. Premiums in our other personal business,
which includes insurance for excess liability, yacht and accident coverages, increased due to
significant growth in the accident and excess liability components.
Our personal insurance business produced highly profitable underwriting results in the first
quarter of both 2007 and 2006. The combined loss and expense ratios for the classes of business
within the personal insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
2007 |
|
2006 |
Automobile |
|
|
95.4 |
% |
|
|
90.0 |
% |
Homeowners |
|
|
71.1 |
|
|
|
73.7 |
|
Other |
|
|
93.1 |
|
|
|
90.7 |
|
|
|
|
|
|
|
|
|
|
Total personal |
|
|
79.3 |
% |
|
|
79.7 |
% |
|
|
|
|
|
|
|
|
|
Our personal automobile business produced profitable results in the first quarter of both 2007
and 2006, but less so in 2007 due to deterioration in the non-U.S. component of this business.
Homeowners results were highly profitable in the first quarter of 2007 and 2006, but more so
in 2007 due to lower catastrophe losses. Catastrophe losses represented 2.0 percentage points of
the combined ratio for this class in the first quarter of 2007 compared with 5.8 percentage points
in the same period in 2006. Results in both periods benefited from better pricing and lower water
damage losses, primarily the result of contract wording changes related to mold damage and loss
remediation measures that we have implemented over the past few years. Results in 2006 also
benefited from an unusually low level of non-catastrophe winter freeze claims.
Page 19
Other personal coverages produced profitable results in the first quarter of 2007 and 2006.
Our accident and yacht businesses were highly profitable in both periods. However, our excess
liability results were unprofitable in both periods due to inadequate pricing and unfavorable loss
development related to prior accident years.
Commercial Insurance
Net premiums written from commercial insurance, which represented 46% of our premiums written
in the first quarter of 2007, decreased by 1% in the first 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 |
|
|
|
2007 |
|
|
2006 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Multiple Peril |
|
$ |
307 |
|
|
$ |
326 |
|
|
|
(6 |
)% |
Casualty |
|
|
441 |
|
|
|
440 |
|
|
|
|
|
Workers compensation |
|
|
257 |
|
|
|
256 |
|
|
|
|
|
Property and marine |
|
|
301 |
|
|
|
303 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
$ |
1,306 |
|
|
$ |
1,325 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
Property and marine premiums written in the first quarter of 2006 benefited from a $20 million
reduction in previously accrued reinsurance reinstatement premium costs related to Hurricane
Katrina. Excluding the reinsurance reinstatement premium benefit in 2006, commercial insurance
premiums were flat in the first quarter of 2007 and property and marine premiums increased by 6%.
The lack of premium growth in our commercial insurance business was the result of a
competitive marketplace. Overall, rates were down slightly in the first quarter of 2007 with
certain classes of business and geographic
territories experiencing more competitive pressure than others, specifically non-catastrophe
exposed property risks and certain casualty risks. Retention levels remained strong, slightly
higher than those in the first quarter of 2006. New business volume was up substantially from 2006
levels. The higher volume was due to a few large new accounts combined with the unusually low new
business volume in the first quarter of 2006. We continued to maintain our underwriting discipline
in the competitive market, renewing business and writing new business only where we believe we are
securing acceptable rates and appropriate terms and conditions for the exposures.
Our commercial insurance business produced highly profitable underwriting results in the first
quarter of both 2007 and 2006, but more so in 2006. The combined loss and expense ratios for the
classes of business within the commercial insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
2007 |
|
2006 |
Multiple peril |
|
|
83.3 |
% |
|
|
70.4 |
% |
Casualty |
|
|
94.3 |
|
|
|
94.4 |
|
Workers compensation |
|
|
77.3 |
|
|
|
78.4 |
|
Property and marine |
|
|
93.2 |
|
|
|
65.7 |
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
88.0 |
% |
|
|
78.8 |
% |
|
|
|
|
|
|
|
|
|
Page 20
The less profitable results in the 2007 period were due in large part to the impact of
catastrophes, particularly in the property and marine classes. Results in 2006 in the property and
marine classes benefited from the $20 million reduction in previously accrued reinsurance
reinstatement premium costs related to Hurricane Katrina. As a result, catastrophes had a 2.0
percentage point favorable impact on the combined ratio for the commercial insurance segment in the
first quarter of 2006. Catastrophe losses had a 5.0 percentage point unfavorable impact on the
combined ratio in the first quarter of 2007. Excluding the impact of catastrophes, commercial
insurance results in the first quarter of 2007 were only modestly less profitable than the
comparable period in 2006, as favorable loss experience mitigated the margin compression from the
modestly lower rates over the past few years. Results in both periods benefited from better terms
and conditions and more stringent risk selection in recent years as well as low non-catastrophe
property losses.
Multiple peril results were highly profitable in the first quarter of 2007 and 2006. Results
in 2006 were exceptionally profitable due to very favorable loss experience in the property
component of this business. Catastrophe losses
represented 1.9 percentage points of the combined ratio for this class in the first quarter of
2007. Catastrophe losses were negligible for this class in the first quarter of 2006.
Our casualty business produced similarly profitable results in the first quarter of 2007 and
2006. 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 2007. The excess
liability component produced breakeven results in the first quarter of 2007 compared with
profitable results in the comparable period in 2006.
Workers compensation results were highly profitable in the first quarter of 2007 and 2006.
Results in both periods benefited from our disciplined risk selection during the past several years
and favorable claim experience.
Property and marine results were profitable in the first quarter of 2007 compared with highly
profitable results in the same period of 2006. The less profitable results in the 2007 period were
due to the impact of catastrophes. Catastrophe losses represented 19.3 percentage points of the
combined ratio for this class in the first quarter of 2007. As noted above, results in 2006
benefited from a $20 million reduction in previously accrued 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. Excluding the impact of
catastrophes, the combined ratio was 73.9% and 73.5% in the first quarter of 2007 and 2006,
respectively.
Specialty Insurance
Net premiums written from specialty insurance, which represented 24% of our premiums written
in the first quarter of 2007, were flat in the first 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 |
|
|
|
2007 |
|
|
2006 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Professional liability |
|
$ |
597 |
|
|
$ |
615 |
|
|
|
(3 |
)% |
Surety |
|
|
84 |
|
|
|
65 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
$ |
681 |
|
|
$ |
680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 21
Premium growth in the professional liability classes was constrained by competitive pressure
on rates, particularly in the public directors and officers liability component, and our commitment
to maintain underwriting discipline in this environment. Rates for professional liability classes
other than public directors and officers liability were generally stable in the first quarter of
2007. Retention levels in the professional liability classes remained strong in the first quarter
of 2007. Excluding the impact on retention levels in 2006 of the 2005 sale of the renewal rights
on our hospital professional liability and managed care errors and omissions business, retention
levels in the first quarter of 2007 were comparable to those in the same period in 2006. New
business volume in 2007 was lower than in 2006. We continued to get what we believe are acceptable
rates and appropriate terms and conditions on both new business and renewals. The significant
growth in net premiums written for our surety business was due primarily to a strong construction
economy.
Our specialty insurance business produced more profitable underwriting results in the first
quarter of 2007 compared with the same period of 2006. The combined loss and expense ratios for
the classes of business within the specialty insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
2007 |
|
2006 |
Professional liability |
|
|
89.0 |
% |
|
|
95.6 |
% |
Surety |
|
|
31.4 |
|
|
|
37.0 |
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
|
83.1 |
% |
|
|
90.7 |
% |
|
|
|
|
|
|
|
|
|
Our professional liability business produced profitable results in the first quarter of 2007
and 2006, but more so in 2007. The substantial improvement was due to favorable loss development
related to prior accident years in the directors and officers liability, employment practices
liability and fiduciary liability components of this business. Results in both periods benefited
from the cumulative effect of price increases in prior years, lower policy limits and better terms
and conditions as well as favorable loss trends. The fidelity component of our professional
liability business was highly profitable in the first quarter of both years.
Surety results were highly profitable in the first quarter of both 2007 and 2006. Our surety
business tends to be characterized by infrequent but potentially high severity losses.
Reinsurance Assumed
Net premiums written from our reinsurance assumed business, which represented 1% of premiums
written in the first quarter of 2007, decreased by 69% in the first quarter compared with the same
period in 2006. This significant decrease in premiums was expected in light of the sale in
December 2005 of our ongoing 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.
Our reinsurance assumed business was highly profitable in the first quarter of 2007 and 2006,
but more so in 2007 due to significant favorable loss development related to prior accident years.
Page 22
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. Prior to 2007, we had agreements in place with certain insurance
agents and brokers under which, in addition to the standard commissions that we pay, we agreed to
pay commissions that are contingent on the volume and/or the profitability of business placed with
us.
We have been involved in the 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 other
requests for information from various regulators. We have been cooperating fully with these
investigations. We have settled with the Attorneys General of New York, Connecticut and Illinois
all issues arising out of their investigations. As part of this settlement, we agreed to implement
certain business reforms, including discontinuing the payment of contingent commissions in the
United States on all insurance lines beginning in 2007. Although no regulatory action has been
initiated against us, it is possible that one or more other 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.
As noted above, in lieu of paying contingent commissions, we will pay, beginning in 2007,
guaranteed supplemental compensation to agents and brokers in the United States with whom we
previously had contingent commission agreements. We do not believe that our payment of guaranteed
supplemental compensation in lieu of contingent commissions or any of the other business reforms
that we are implementing will have a material adverse effect on the Corporations business, results
of operations or financial condition.
Chubb and certain of its subsidiaries have been named in legal proceedings brought by private
plaintiffs arising out of the investigations into the payment of contingent commissions to brokers
and agents. These legal proceedings are further described in Note (6) of the Notes to Consolidated
Financial Statements.
We cannot predict at this time the ultimate outcome of the ongoing investigations and legal
proceedings referred to above, including any potential amounts that we may be required to pay in
connection with them.
A number of states have announced that they are looking at compensation arrangements in the
insurance industry and are considering regulatory action or reform in this area. Such actions or
reforms 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. Such actions or reforms, if adopted, could have an impact on our ability to renew
business or write new business.
Page 23
Loss Reserves
Unpaid losses and loss expenses, also referred to as loss reserves, are the largest liability
of our property and casualty business subsidiaries.
Our loss reserves include case estimates for claims that have been reported and estimates for
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, less estimates of anticipated
salvage and subrogation recoveries. 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 and/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.
Our gross case and incurred but not reported (IBNR) loss reserves and related reinsurance
recoverable by class of business were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
Gross Loss Reserves |
|
|
Reinsurance |
|
|
Loss |
|
March 31, 2007 |
|
Case |
|
|
IBNR |
|
|
Total |
|
|
Recoverable |
|
|
Reserves |
|
|
|
(in millions) |
|
Personal insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile |
|
$ |
256 |
|
|
$ |
181 |
|
|
$ |
437 |
|
|
$ |
14 |
|
|
$ |
423 |
|
Homeowners |
|
|
397 |
|
|
|
294 |
|
|
|
691 |
|
|
|
49 |
|
|
|
642 |
|
Other |
|
|
422 |
|
|
|
484 |
|
|
|
906 |
|
|
|
232 |
|
|
|
674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
|
1,075 |
|
|
|
959 |
|
|
|
2,034 |
|
|
|
295 |
|
|
|
1,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple peril |
|
|
675 |
|
|
|
981 |
|
|
|
1,656 |
|
|
|
68 |
|
|
|
1,588 |
|
Casualty |
|
|
1,633 |
|
|
|
4,025 |
|
|
|
5,658 |
|
|
|
390 |
|
|
|
5,268 |
|
Workers compensation |
|
|
818 |
|
|
|
1,264 |
|
|
|
2,082 |
|
|
|
301 |
|
|
|
1,781 |
|
Property and marine |
|
|
791 |
|
|
|
449 |
|
|
|
1,240 |
|
|
|
538 |
|
|
|
702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
3,917 |
|
|
|
6,719 |
|
|
|
10,636 |
|
|
|
1,297 |
|
|
|
9,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional liability |
|
|
2,416 |
|
|
|
5,718 |
|
|
|
8,134 |
|
|
|
783 |
|
|
|
7,351 |
|
Surety |
|
|
21 |
|
|
|
56 |
|
|
|
77 |
|
|
|
18 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
|
2,437 |
|
|
|
5,774 |
|
|
|
8,211 |
|
|
|
801 |
|
|
|
7,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
7,429 |
|
|
|
13,452 |
|
|
|
20,881 |
|
|
|
2,393 |
|
|
|
18,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
452 |
|
|
|
1,017 |
|
|
|
1,469 |
|
|
|
138 |
|
|
|
1,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,881 |
|
|
$ |
14,469 |
|
|
$ |
22,350 |
|
|
$ |
2,531 |
|
|
$ |
19,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
Gross Loss Reserves |
|
|
Reinsurance |
|
|
Loss |
|
December 31, 2006 |
|
Case |
|
|
IBNR |
|
|
Total |
|
|
Recoverable |
|
|
Reserves |
|
|
|
(in millions) |
|
Personal insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile |
|
$ |
261 |
|
|
$ |
178 |
|
|
$ |
439 |
|
|
$ |
14 |
|
|
$ |
425 |
|
Homeowners |
|
|
421 |
|
|
|
298 |
|
|
|
719 |
|
|
|
54 |
|
|
|
665 |
|
Other |
|
|
443 |
|
|
|
459 |
|
|
|
902 |
|
|
|
245 |
|
|
|
657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
|
1,125 |
|
|
|
935 |
|
|
|
2,060 |
|
|
|
313 |
|
|
|
1,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple peril |
|
|
702 |
|
|
|
965 |
|
|
|
1,667 |
|
|
|
74 |
|
|
|
1,593 |
|
Casualty |
|
|
1,668 |
|
|
|
3,922 |
|
|
|
5,590 |
|
|
|
377 |
|
|
|
5,213 |
|
Workers compensation |
|
|
827 |
|
|
|
1,223 |
|
|
|
2,050 |
|
|
|
310 |
|
|
|
1,740 |
|
Property and marine |
|
|
821 |
|
|
|
393 |
|
|
|
1,214 |
|
|
|
536 |
|
|
|
678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
4,018 |
|
|
|
6,503 |
|
|
|
10,521 |
|
|
|
1,297 |
|
|
|
9,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional liability |
|
|
2,542 |
|
|
|
5,598 |
|
|
|
8,140 |
|
|
|
852 |
|
|
|
7,288 |
|
Surety |
|
|
22 |
|
|
|
56 |
|
|
|
78 |
|
|
|
19 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
|
2,564 |
|
|
|
5,654 |
|
|
|
8,218 |
|
|
|
871 |
|
|
|
7,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
7,707 |
|
|
|
13,092 |
|
|
|
20,799 |
|
|
|
2,481 |
|
|
|
18,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
464 |
|
|
|
1,030 |
|
|
|
1,494 |
|
|
|
113 |
|
|
|
1,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,171 |
|
|
$ |
14,122 |
|
|
$ |
22,293 |
|
|
$ |
2,594 |
|
|
$ |
19,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss reserves, net of reinsurance recoverable, increased by $120 million during the first
quarter of 2007. Loss reserves related to our insurance business increased by $170 million and
those related to our reinsurance assumed business, which is in runoff, decreased by $50 million.
Gross case reserves related to our insurance business decreased by $278 million due to generally
low reported loss activity and relatively high payments on previously existing case reserves,
particularly in the professional liability classes.
In establishing the loss reserves of our property and casualty insurance subsidiaries, we
consider facts currently known and the present state of the law and coverage litigation. Based on
all information currently available, we believe that the aggregate loss reserves at March 31, 2007
were adequate to cover claims for losses that had occurred as of that date, including both those
known to us and those yet to be reported. However, as discussed in Item 7 of our 2006 Annual
Report on Form 10-K, there are significant uncertainties inherent in the loss reserving process.
It is therefore possible that managements estimate of the ultimate liability for losses that had
occurred as of March 31, 2007 may change, which could have a material effect on the Corporations
results of operations and financial condition.
Investment Results
Property and casualty investment income before taxes increased by 9% in the first quarter of
2007 compared with the same period in 2006. Growth was due to an increase in invested assets since
the first quarter of 2006. The increase in invested assets was due to substantial cash flow from
operations over the period.
Page 25
The effective tax rate on investment income was 19.9% in the first quarter of 2007 compared
with 19.8% in the same period in 2006. The effective tax rate
fluctuates as a result of our holding a different proportion of our investment
portfolio in tax-exempt securities during each period.
On an after-tax basis, property and casualty investment income increased by 9% in the first
quarter of 2007. The after-tax annualized yield on the investment portfolio that supports the
property and casualty insurance business was 3.45% in the first quarter of 2007 and 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.
Corporate and other produced a loss before taxes of $27 million in the first quarter of 2007
compared with a loss of $43 million in the first quarter of 2006. The higher loss in the 2006
period was due to the recognition of a loss from our investment in a corporate joint venture,
Allied World Assurance Company, Ltd. We acquired an interest in Allied World in 2001 and used the
equity method of accounting for this investment. In July 2006, Allied World sold previously
unissued shares of common stock through an initial public offering. As a result of the public
offering, we no longer consider Allied World to be a corporate joint venture. Accordingly, the
equity method of accounting is no longer used for this investment. Instead, the investment in
Allied World is now classified as an equity security. As such, it is carried at market value as of
the balance sheet date with unrealized appreciation or depreciation credited or charged to
comprehensive income.
Page 26
Realized Investment Gains and Losses
Net investment gains realized were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
|
2007 |
|
|
2006 |
|
|
|
(in millions) |
|
Net realized gains |
|
|
|
|
|
|
|
|
Equity securities |
|
$ |
15 |
|
|
$ |
11 |
|
Fixed maturities |
|
|
4 |
|
|
|
2 |
|
Other invested assets |
|
|
98 |
|
|
|
95 |
|
|
|
|
|
|
|
|
|
|
|
117 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other than temporary impairment losses |
|
|
|
|
|
|
|
|
Fixed maturities |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains before tax |
|
$ |
117 |
|
|
$ |
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains after tax |
|
$ |
76 |
|
|
$ |
69 |
|
|
|
|
|
|
|
|
The net realized gains on other invested assets represent our share of changes in the
estimated fair value of limited partnerships in which we have an interest.
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.
Capital Resources and Liquidity
Capital resources and liquidity represent a companys overall financial strength and its
ability to generate cash flows, 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, 2007, the Corporation had shareholders equity
of $13.9 billion and total debt of $3.3 billion.
Page 27
In March 2007, Chubb issued $1.0 billion of unsecured junior subordinated capital securities.
The capital securities will become due on April 15, 2037, the scheduled maturity date, but only to
the extent that Chubb has received sufficient net proceeds from the sale of certain qualifying
capital securities. Chubb must use its commercially reasonable efforts, subject to certain market
disruption events, to sell enough qualifying capital securities to permit repayment of the capital
securities in full on the scheduled maturity date or as soon thereafter as possible. Any remaining
outstanding principal amount will be due on March 29, 2067, the final maturity date. The capital
securities bear interest at a fixed rate of 6.375% through April 14, 2017. Thereafter, the
capital securities will bear interest at a rate equal to the three-month LIBOR rate plus 2.25%.
Subject to certain conditions, Chubb has the right to defer the payment of interest on the capital
securities for a period not exceeding ten consecutive years. During any such period, interest will
continue to accrue and Chubb generally may not declare or pay any dividends on or purchase any
shares of its capital stock. We intend to use the net proceeds to repurchase shares of our common
stock.
In connection with the issuance of the capital securities, Chubb entered into a replacement
capital covenant in which it agreed that it will not repay, redeem, defease or purchase the capital
securities before March 29, 2047, unless, subject to certain limitations, it has received proceeds
from the sale of replacement capital securities, as defined. Subject to the replacement capital
covenant, the capital securities may be redeemed, in whole or in part, at any time on or after
April 15, 2017 at a redemption price equal to the principal
amount plus any accrued interest or prior to April 15, 2017 at a redemption
price equal to the greater of (i) the principal amount or (ii) a make-whole amount, in each case
plus any accrued interest.
At December 31, 2006, Executive Risk Capital Trust, wholly owned by Chubb Executive Risk Inc.,
which in turn is wholly owned by Chubb, had outstanding $125 million of 8.675% capital securities.
The sole assets of the Trust were
debentures issued by Chubb Executive Risk. The capital securities were subject to mandatory
redemption in 2027 upon repayment of the debentures. The capital securities were also subject to
mandatory redemption in certain other specified circumstances beginning in 2007. On February 1,
2007, the debentures were repaid and the Trust redeemed the capital securities at a price that
included a make-whole premium of $5 million in the aggregate.
Management regularly monitors the Corporations capital resources. 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 December 2006, the Board of Directors authorized the repurchase of up to 20,000,000 shares
of Chubbs common stock. In March 2007, the Board of Directors authorized an increase of
20,000,000 shares to the December 2006 authorization. The authorizations have no expiration date.
Page 28
During the first quarter of 2007, we repurchased 11,835,577 shares of Chubbs common stock in
open market transactions at a cost of $605 million. As of March 31, 2007, 28,010,361 shares
remained under the share repurchase authorizations. Based on our outlook for 2007, we expect to
repurchase all of the shares remaining under the authorizations by the end of 2007, subject to
market conditions.
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 rating 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.
The Corporations liquidity requirements in the past have been met by funds from operations as
well as the issuance of commercial paper and debt and equity securities. We expect that our
liquidity requirements in the future will be met by these sources of funds or borrowings from our
credit facility.
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
$430 million in the first quarter of 2007 compared with $550 million in the same period in 2006.
New cash available was lower in 2007 due primarily to higher income tax payments compared with the
2006 period.
Our property and casualty subsidiaries maintain investments in highly liquid, short-term
marketable securities. Accordingly, we do not anticipate selling long-term fixed maturity
investments to meet any liquidity needs.
Page 29
Chubbs liquidity requirements primarily include the payment of dividends to shareholders and
interest and principal on debt obligations. The declaration and payment of future dividends to
Chubbs shareholders will be at the discretion of Chubbs Board of Directors and will depend upon
many factors, including our operating results, financial condition, capital requirements and any
regulatory constraints.
As a holding company, Chubbs ability to continue to pay dividends to shareholders and to
satisfy its debt obligations relies on the availability of liquid assets, which is dependent in
large part on the dividend paying ability of its property and casualty subsidiaries. Our property
and casualty subsidiaries are subject to laws and regulations in the jurisdictions in which they
operate that restrict the amount of dividends they may pay without the prior approval of regulatory
authorities. The restrictions are generally based on net income and on certain levels of
policyholders surplus as determined in accordance with statutory accounting practices. Dividends
in excess of such thresholds are considered extraordinary and require prior regulatory approval.
The maximum dividend distribution that may be made by the property and casualty subsidiaries to
Chubb during 2007 without prior approval is approximately $1.6 billion. During the first quarter
of 2007, these subsidiaries paid to Chubb dividends totaling $150 million.
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 government and corporate bonds that support our
international operations. In addition, the portfolio
includes equity securities, primarily publicly traded common stocks, and other invested assets,
primarily private equity limited partnerships, all of which are held primarily with the objective
of capital appreciation.
In the first quarter of 2007, in our U.S. operations, we invested new cash in tax exempt bonds
and, to a lesser extent, taxable bonds, primarily mortgage-backed securities. 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 $584 million and $603 million at March 31, 2007 and December 31, 2006,
respectively. Such unrealized appreciation is reflected in comprehensive income, net of applicable
deferred income tax.
Page 30
The unrealized market appreciation before tax of those fixed maturities carried at amortized
cost was $7 million at both March 31, 2007 and December 31, 2006. 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.
Item 4 Controls and Procedures
As of March 31, 2007, 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, 2007, 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, 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 federal and
state courts. On August 1, 2005, Chubb and certain of its subsidiaries were named as defendants 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 arising from the alleged unlawful use of contingent commission agreements. Chubb
and certain of its subsidiaries have also been named as defendants in two putative 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 In re Insurance Brokerage
Antitrust Litigation. Since being transferred to the District of New Jersey, the plaintiff in the
former lawsuit has been inactive and the latter lawsuit has been voluntarily dismissed. On April
5, 2007, the U.S. District Court for the District of New Jersey dismissed the complaint in In re
Insurance Brokerage Antitrust Litigation, without prejudice, granting plaintiffs one further
opportunity to amend their complaint. Plaintiffs amended complaint must be filed by May 22, 2007.
In December 2005, Chubb and certain of its subsidiaries were named in a putative class action
similar to In re Insurance Brokerage Antitrust Litigation. The action is pending in the U.S.
District Court for the District of New Jersey
and has been assigned to the judge who is presiding over In re Insurance Brokerage Antitrust
Litigation. The complaint has never been served in this matter. Separately, in April 2006, Chubb
and one of its subsidiaries were named in an action similar to In re Insurance Brokerage Antitrust
Litigation. This action was filed in the U.S. District Court for the Northern District of Georgia
and subsequently was transferred by the Judicial Panel on Multidistrict Litigation to the U.S.
District Court for the District of New Jersey for consolidation with In re Insurance Brokerage
Antitrust Litigation.
In these actions, the plaintiffs generally allege that the defendants unlawfully used
contingent commission agreements. The actions seek treble damages, injunctive and declaratory
relief, 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 possible that
the Corporation may become 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
2006 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission, 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.
Page 33
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, 2007.
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Total Number of |
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Maximum Number of |
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Shares Purchased |
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Shares that May |
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Total Number |
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Average |
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as Part of |
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Yet Be Purchased |
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of Shares |
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Price Paid |
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Publicly Announced |
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Under the |
Period |
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Purchased(a) |
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Per Share |
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Plans or Programs |
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Plans or Programs(b) |
January 2007 |
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4,209,300 |
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$ |
52.54 |
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|
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4,209,300 |
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|
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15,636,638 |
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February 2007 |
|
|
458,277 |
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|
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52.08 |
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|
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458,277 |
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|
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15,178,361 |
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March 2007 |
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7,168,000 |
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|
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50.22 |
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7,168,000 |
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|
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28,010,361 |
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Total |
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11,835,577 |
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$ |
51.12 |
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11,835,577 |
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(a) |
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The stated amounts exclude 10,018 shares, 57,044 shares and 14,932 shares delivered to
Chubb during the months of January 2007, February 2007 and March 2007, respectively, by
employees of the Corporation to cover option exercise prices and withholding taxes in
connection with the Corporations stock-based compensation plans. |
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(b) |
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On December 7, 2006, the Board of Directors authorized the repurchase of up to 20,000,000
shares of common stock. On March 21, 2007, the Board of Directors authorized an increase of
20,000,000 shares to the authorization approved in December 2006. The authorizations have no
expiration date. |
Page 34
Item 6 Exhibits
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Exhibit |
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Number |
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Description |
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Articles of incorporation and by-laws |
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3.1 |
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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 30, 2007. |
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Material Contracts |
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10.1 |
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Schedule of 2007 Base Salaries for Named Executive Officers incorporated by reference to
Exhibit (10.1) of the registrants Current Report on Form 8-K filed on March 7, 2007. |
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10.2 |
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Form of Performance Share Award Agreement under The Chubb Corporation
Long-Term Stock Incentive Plan (2004) (for Chief Executive Officer, Vice Chairman, Executive
Vice Presidents and certain Senior Vice Presidents) incorporated by reference to Exhibit (10.2) of
the registrants Current Report on Form 8-K filed on March 7, 2007. |
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10.3 |
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Form of Performance Share Award Agreement under The Chubb Corporation
Long-Term Stock Incentive Plan (2004) (for recipients of performance share awards other than
Chief Executive Officer, Vice Chairmen,
Executive Vice Presidents and certain Senior Vice Presidents)
incorporated by reference to Exhibit (10.3) of the registrants
Current Report on Form 8-K filed on March 7, 2007. |
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10.4 |
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Form of Amendment No. 1 to the form of 2006 Performance Share Award 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) incorporated by
reference to Exhibit (10.4) of the registrants Current Report on
Form 8-K filed on March 7, 2007. |
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10.5 |
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Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb
Corporation Long-Term Stock Incentive Plan (2004) (for 2006 performance share award recipients other
than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain
Senior Vice Presidents) incorporated by reference to
Exhibit (10.5) of the registrants Current Report on Form 8-K filed on March 7, 2007. |
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10.6 |
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Form of Amendment No. 1 to the form of 2005 Performance Share Award 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) incorporated by
reference to Exhibit (10.6) of the registrants Current Report on
Form 8-K filed on March 7, 2007. |
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10.7 |
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Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb
Corporation Long-Term Stock Incentive Plan (2004) (for 2005 performance share award recipients other
than Chief Executive Officer, Vice Chairmen, Executive Vice Presidents and certain
Senior Vice Presidents) incorporated by reference to
Exhibit (10.7) of the registrants Current Report on Form 8-K filed on March 7, 2007. |
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10.8 |
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Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive
Plan (2004) (for Chief Executive Officer and Vice Chairmen) incorporated by reference to Exhibit (10.8)
of the registrants Current Report on Form 8-K filed on March 7, 2007. |
Page 35
Item 6 Exhibits (Contd)
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Exhibit |
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Number |
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Description |
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10.9 |
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Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive
Plan (2004) (for Executive Vice Presidents
and certain Senior Vice Presidents) incorporated by reference to
Exhibit (10.9) of the registrants Current Report on Form 8-K filed
on March 7, 2007. |
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10.10 |
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|
Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Stock Incentive
Plan (2004) (for recipients of restricted
stock unit awards other than Chief Executive Officer, Vice Chairmen, Executive Vice
Presidents and certain Senior Vice Presidents)
incorporated by reference to Exhibit (10.10) of the registrants
Current Report on Form 8-K filed on March 7, 2007. |
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10.11 |
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Form of Performance Share Award Agreement under The Chubb Corporation Long-Term Stock
Incentive Plan for Non-Employee Directors (2004)
incorporated by reference to Exhibit (10.11) of the registrants
Current Report on Form 8-K filed on March 7, 2007. |
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10.12 |
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|
Form of Amendment No. 1 to the form of 2006 Performance Share Award Agreement under The Chubb
Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004) incorporated by reference
to Exhibit (10.12) of the registrants Current Report on Form 8-K filed
on March 7, 2007. |
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10.13 |
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Form of Amendment No. 1 to the form of 2005 Performance Share Award Agreement under The Chubb
Corporation Long-Term Stock Incentive Plan for Non-Employee Directors (2004) incorporated by reference
to Exhibit (10.13) of the registrants Current Report on Form 8-K filed
on March 7, 2007. |
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10.14 |
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Form of Stock Unit Agreement under The Chubb Corporation Long-Term
Stock Incentive Plan for Non-Employee Directors (2004) incorporated
by reference to Exhibit (10.14) of the registrants Current Report on Form 8-K filed on
March 7, 2007. |
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Rule 13a-14(a)/15d-14(a) Certifications. |
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31.1 |
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Certification by John D. Finnegan filed herewith. |
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31.2 |
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Certification by Michael OReilly filed herewith. |
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Section 1350 Certifications. |
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32.1 |
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Certification by John D. Finnegan filed herewith. |
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32.2 |
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Certification by Michael OReilly filed herewith. |
Page 36
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.
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THE CHUBB CORPORATION
(Registrant)
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By: |
/s/
Henry B. Schram |
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Henry B. Schram |
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Senior Vice-President and
Chief Accounting Officer |
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Date: May
7, 2007