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, 2008
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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07059 |
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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,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
(Do not check if a smaller reporting company)
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, 2008 was 365,488,126.
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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2008 |
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2007 |
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(in millions) |
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Revenues |
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Premiums Earned |
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$ |
2,976 |
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$ |
2,985 |
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Investment Income |
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439 |
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414 |
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Other Revenues |
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6 |
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3 |
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Realized Investment Gains, Net |
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68 |
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117 |
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Total Revenues |
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3,489 |
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3,519 |
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Losses and Expenses |
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Losses and Loss Expenses |
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1,584 |
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1,580 |
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Amortization of Deferred Policy Acquisition Costs |
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774 |
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764 |
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Other Insurance Operating Costs and Expenses |
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116 |
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113 |
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Investment Expenses |
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9 |
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12 |
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Other Expenses |
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12 |
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4 |
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Corporate Expenses |
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65 |
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45 |
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Total Losses and Expenses |
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2,560 |
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2,518 |
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Income Before Federal and Foreign Income Tax |
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929 |
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1,001 |
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Federal and Foreign Income Tax |
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265 |
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291 |
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Net Income |
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$ |
664 |
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$ |
710 |
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Net Income Per Share |
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Basic |
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$ |
1.80 |
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$ |
1.74 |
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Diluted |
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1.77 |
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1.71 |
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Dividends Declared Per Share |
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.33 |
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.29 |
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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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2008 |
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2007 |
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(in millions) |
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Assets |
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Invested Assets |
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Short Term Investments |
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$ |
1,892 |
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$ |
1,839 |
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Fixed Maturities |
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Tax Exempt (cost $18,180 and $18,208) |
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18,459 |
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18,559 |
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Taxable (cost $15,448 and $15,266) |
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15,612 |
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15,312 |
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Equity Securities (cost $1,869 and $1,907) |
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2,008 |
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2,320 |
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Other Invested Assets |
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2,108 |
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2,051 |
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TOTAL INVESTED ASSETS |
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40,079 |
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40,081 |
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Cash |
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25 |
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49 |
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Securities Lending Collateral |
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1,859 |
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1,247 |
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Accrued Investment Income |
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439 |
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440 |
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Premiums Receivable |
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2,204 |
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2,227 |
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Reinsurance Recoverable on Unpaid Losses
and Loss Expenses |
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2,297 |
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2,307 |
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Prepaid Reinsurance Premiums |
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397 |
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392 |
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Deferred Policy Acquisition Costs |
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1,575 |
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1,556 |
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Deferred Income Tax |
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424 |
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442 |
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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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1,427 |
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1,366 |
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TOTAL ASSETS |
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$ |
51,193 |
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$ |
50,574 |
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Liabilities |
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Unpaid Losses and Loss Expenses |
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$ |
22,893 |
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$ |
22,623 |
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Unearned Premiums |
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6,594 |
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6,599 |
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Securities Lending Payable |
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1,859 |
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1,247 |
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Long Term Debt |
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3,460 |
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3,460 |
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Dividend Payable to Shareholders |
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122 |
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110 |
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Accrued Expenses and Other Liabilities |
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1,918 |
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2,090 |
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TOTAL LIABILITIES |
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36,846 |
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36,129 |
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Contingent Liabilities (Note 5) |
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Shareholders Equity |
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Common Stock $1 Par Value; 371,983,070 and
374,649,923 Shares |
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372 |
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375 |
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Paid-In Surplus |
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213 |
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346 |
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Retained Earnings |
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13,726 |
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13,280 |
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Accumulated Other Comprehensive Income |
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362 |
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444 |
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Treasury Stock, at Cost 6,494,944 Shares in 2008 |
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(326 |
) |
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TOTAL SHAREHOLDERS EQUITY |
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14,347 |
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14,445 |
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TOTAL
LIABILITIES AND SHAREHOLDERS
EQUITY |
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$ |
51,193 |
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$ |
50,574 |
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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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2008 |
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2007 |
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(in millions) |
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Net Income |
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$ |
664 |
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$ |
710 |
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Other
Comprehensive Income (Loss), Net of Tax
Change in Unrealized Appreciation of Investments |
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(148 |
) |
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(12 |
) |
Foreign Currency Translation Gains (Losses) |
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61 |
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(12 |
) |
Amortization of Net Loss and Prior Service Cost
Included in Net Postretirement Benefit Costs |
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5 |
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5 |
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(82 |
) |
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(19 |
) |
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Comprehensive Income |
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$ |
582 |
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$ |
691 |
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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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2008 |
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2007 |
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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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$ |
664 |
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$ |
710 |
|
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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|
280 |
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|
120 |
|
Decrease in Unearned Premiums, Net |
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(40 |
) |
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|
(118 |
) |
Decrease in Premiums Receivable |
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23 |
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|
129 |
|
Decrease in Reinsurance Recoverable on
Paid Losses |
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71 |
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58 |
|
Deferred Income Tax |
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75 |
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67 |
|
Amortization of Premiums and Discounts on
Fixed Maturities |
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55 |
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58 |
|
Depreciation |
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15 |
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|
17 |
|
Realized Investment Gains, Net |
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(68 |
) |
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|
(117 |
) |
Other, Net |
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(368 |
) |
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|
(217 |
) |
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Net Cash Provided by Operating Activities |
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|
707 |
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|
707 |
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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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644 |
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|
498 |
|
Maturities, Calls and Redemptions |
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|
594 |
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|
458 |
|
Proceeds from Sales of Equity Securities |
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|
64 |
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|
56 |
|
Purchases of Fixed Maturities |
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|
(1,302 |
) |
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|
(1,732 |
) |
Purchases of Equity Securities |
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(32 |
) |
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|
(104 |
) |
Investments in Other Invested Assets, Net |
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21 |
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(41 |
) |
Increase in Short Term Investments, Net |
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(23 |
) |
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|
(106 |
) |
Increase (Decrease) in Net Payable from Security
Transactions Not Settled |
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|
(22 |
) |
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|
83 |
|
Purchases of Property and Equipment, Net |
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(11 |
) |
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|
(7 |
) |
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Net Cash Used in Investing Activities |
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|
(67 |
) |
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|
(895 |
) |
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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 |
|
Repayment of Long Term Debt |
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(125 |
) |
Proceeds from Issuance of Common Stock Under
Stock-Based Employee Compensation Plans |
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|
42 |
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|
44 |
|
Repurchase of Shares |
|
|
(595 |
) |
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|
(610 |
) |
Dividends Paid to Shareholders |
|
|
(110 |
) |
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|
(104 |
) |
Other, Net |
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|
(1 |
) |
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|
(13 |
) |
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Net Cash Provided by (Used in) Financing Activities |
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|
(664 |
) |
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|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash |
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|
(24 |
) |
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|
4 |
|
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|
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|
Cash at Beginning of Year |
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|
49 |
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|
38 |
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|
Cash at End of Period |
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$ |
25 |
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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
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 Annual Report on Form 10-K for the year ended
December 31, 2007.
2) |
|
Adoption of New Accounting Pronouncements |
Effective January 1, 2008, the Corporation adopted Statement of Financial Accounting
Standards (SFAS) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about fair value
measurements. SFAS No. 157 applies whenever other accounting pronouncements require or
permit assets or liabilities to be measured at fair value. The Statement does not expand the
use of fair value to any new circumstances. The adoption of SFAS No. 157 did not have a
significant effect on the Corporations financial position or results of operations.
Short term investments, which have an original maturity of one year or less, are carried
at amortized cost, which approximates fair value. Fixed maturities and equity securities,
all of which are classified as available-for-sale, are carried at fair value as of the
balance sheet date. Fair value is defined as the price that would be received to sell the
security in an orderly transaction between market participants.
Fair values of fixed maturities and equity securities are determined using valuation
techniques that maximize the use of observable inputs and minimize the use of unobservable
inputs. Fair values are generally measured using quoted prices in active markets for
identical securities or other inputs, such as quoted prices for similar securities, that are
observable, either directly or indirectly. Where observable inputs are not available, fair
value estimates are derived from unobservable inputs. Unobservable inputs reflect the
Corporations assumptions about the assumptions that market participants would use in pricing
the security and are developed based on the best information available in the circumstances.
Fair value estimates derived from unobservable inputs are significantly affected by the
assumptions used, including the discount rates and the estimated amounts and timing of future
cash flows. The derived fair value estimates cannot be substantiated by comparison to
independent markets and are not necessarily indicative of the amounts that would be realized
in a current market exchange.
Page 6
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure
fair value into three broad levels as follows:
|
Level 1 |
|
Unadjusted quoted prices in active markets for identical
assets. |
|
|
Level 2 |
|
Other inputs that are observable for the asset, either
directly or indirectly. |
|
|
Level 3 |
|
Inputs that are unobservable. |
The fair value of fixed maturities and equity securities at March 31, 2008 categorized
based upon the lowest level of input that was significant to the fair value measurement was
as follows:
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|
|
|
|
|
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|
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|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
(in millions) |
Fixed maturities |
|
$ |
|
|
|
$ |
33,654 |
|
|
$ |
417 |
|
|
$ |
34,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
1,995 |
|
|
|
|
|
|
|
13 |
|
|
|
2,008 |
|
The change in unrealized appreciation of fixed maturities and equity securities was as
follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
Change in unrealized appreciation
of fixed maturities |
|
$ |
46 |
|
|
$ |
(36 |
) |
Change in unrealized appreciation
of equity securities |
|
|
(274 |
) |
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
(228 |
) |
|
|
(19 |
) |
|
|
|
|
|
|
|
|
|
Deferred income tax credit |
|
|
(80 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized appreciation
of investments, net |
|
$ |
(148 |
) |
|
$ |
(12 |
) |
|
|
|
|
|
|
|
Page 7
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 and investment operations, 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.
Corporate and other includes investment income earned on corporate invested assets,
corporate expenses and the results of the Corporations non-insurance subsidiaries.
Page 8
Revenues and income before income tax of the operating segments were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
Revenues |
|
|
|
|
|
|
|
|
Property and casualty insurance |
|
|
|
|
|
|
|
|
Premiums earned |
|
|
|
|
|
|
|
|
Personal insurance |
|
$ |
940 |
|
|
$ |
894 |
|
Commercial insurance |
|
|
1,266 |
|
|
|
1,277 |
|
Specialty insurance |
|
|
750 |
|
|
|
741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
2,956 |
|
|
|
2,912 |
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
20 |
|
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
2,976 |
|
|
|
2,985 |
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
418 |
|
|
|
392 |
|
|
|
|
|
|
|
|
|
|
Other revenues |
|
|
3 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty insurance |
|
|
3,397 |
|
|
|
3,379 |
|
|
|
|
|
|
|
|
|
|
Corporate and other |
|
|
24 |
|
|
|
23 |
|
Realized investment gains |
|
|
68 |
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
3,489 |
|
|
$ |
3,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax |
|
|
|
|
|
|
|
|
Property and casualty insurance
|
|
|
|
|
|
|
|
|
Underwriting |
|
|
|
|
|
|
|
|
Personal insurance |
|
$ |
164 |
|
|
$ |
202 |
|
Commercial insurance |
|
|
138 |
|
|
|
144 |
|
Specialty insurance |
|
|
177 |
|
|
|
141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
479 |
|
|
|
487 |
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
10 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
489 |
|
|
|
530 |
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in deferred policy
acquisition costs |
|
|
13 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income |
|
|
502 |
|
|
|
527 |
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
410 |
|
|
|
381 |
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty insurance |
|
|
915 |
|
|
|
911 |
|
|
|
|
|
|
|
|
|
|
Corporate and other loss |
|
|
(54 |
) |
|
|
(27 |
) |
Realized investment gains |
|
|
68 |
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income before income tax |
|
$ |
929 |
|
|
$ |
1,001 |
|
|
|
|
|
|
|
|
Page 9
5) |
|
Contingent Liabilities |
Chubb and certain of its subsidiaries 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, 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. In December 2006, the Corporation settled
with the Attorneys General of New York, Connecticut and Illinois all issues arising out of
their investigations. On August 24, 2007, Chubb and certain of its subsidiaries were named
as defendants in an action filed by the Ohio Attorney General against several insurers and
one broker. This action alleges violations of Ohios antitrust laws. The Corporation and
the other defendants have filed motions to dismiss the Attorney Generals complaint. On April
29, 2008, oral arguments were held on the motions to dismiss, which are still pending.
Although no other Attorney General or regulator has initiated an action against the
Corporation, it is possible that such an action may be brought against the Corporation with
respect to some or all of the issues that are the focus of these ongoing investigations.
Individual actions and 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 in a putative class action entitled In re Insurance Brokerage Antitrust Litigation in
the U.S. District Court for the District of New Jersey. This action, brought against several
brokers and insurers on behalf of a class of persons who purchased insurance through the
broker defendants, asserts claims under the Sherman Act and state law and the Racketeer
Influenced and Corrupt Organizations Act (RICO) arising from the alleged unlawful use of
contingent commission agreements. 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 the In re Insurance Brokerage Antitrust
Litigation. Since being transferred to the District of New Jersey, the plaintiff in the
former action has been inactive, and that action currently is stayed. The latter action has
been voluntarily dismissed. On September 28, 2007, the U.S. District Court for the District
of New Jersey dismissed the second amended complaint filed by the plaintiffs in the In re
Insurance Brokerage Antitrust Litigation in its entirety. In so doing, the court dismissed
the plaintiffs Sherman Act and RICO claims with prejudice for failure to state a claim, and
it dismissed the plaintiffs state law claims without prejudice because it declined to
exercise supplemental jurisdiction over them. The plaintiffs have appealed the dismissal of
their second amended complaint to the U.S. Court of Appeals for the Third Circuit, and that
appeal is currently pending.
Page 10
In December 2005, Chubb and certain of its subsidiaries were named in a putative class
action similar to the 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 the 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 the 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 the In re
Insurance Brokerage Antitrust Litigation. This action currently is stayed. On May 21, 2007,
Chubb and one of its subsidiaries were named as defendants in another action similar to the In
re Insurance Brokerage Antitrust Litigation. This action was filed in the U.S. District Court
for the District of New Jersey and consolidated with the In re Insurance Brokerage Antitrust
Litigation. This action currently is stayed.
On October 12, 2007, certain of Chubbs subsidiaries were named as defendants in an
action similar to the In re Insurance Brokerage Antitrust Litigation. This action was filed
in the U.S. District Court for the Northern District of Georgia. This action has been
identified to the Judicial Panel on Multidistrict Litigation as a potential tag-along action
to the In re Insurance Brokerage Antitrust Litigation. The Corporation currently anticipates
that this action will be transferred by the Judicial Panel on Multidistrict Litigation to the
U.S. District Court for the District of New Jersey and consolidated with the In re Insurance
Brokerage Antitrust Litigation.
In these actions, the plaintiffs generally allege that the defendants unlawfully used
contingent commission agreements and conspired to reduce competition in the insurance markets.
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 predict at this time 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. Nevertheless, management believes
that it is likely that the outcome will not have a material adverse effect on the
Corporations results of operations or financial condition.
Page 11
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31 |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in millions, except |
|
|
|
per share amounts) |
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
664 |
|
|
$ |
710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
369.9 |
|
|
|
407.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
1.80 |
|
|
$ |
1.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
664 |
|
|
$ |
710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
369.9 |
|
|
|
407.2 |
|
Additional shares from assumed exercise
of stock-based compensation awards |
|
|
5.9 |
|
|
|
7.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares
and potential common shares assumed
outstanding for computing diluted
earnings per share |
|
|
375.8 |
|
|
|
414.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
1.77 |
|
|
$ |
1.71 |
|
|
|
|
|
|
|
|
Chubb
repaid $225 million of outstanding 3.95% notes due April 1, 2008 when due.
In May 2008, Chubb issued $600 million of unsecured 5.75% senior notes due May 15, 2018
and $600 million of unsecured 6.5% senior notes due May 15, 2038.
Page 12
|
|
|
Item 2 |
|
Managements Discussion and Analysis of Financial Condition and
Results of Operations |
Managements Discussion and Analysis of Financial Condition and Results of Operations
addresses the financial condition of the Corporation as of March 31, 2008 compared with December
31, 2007 and the results of operations for the quarters ended March 31, 2008 and 2007. This
discussion should be read in conjunction with the condensed consolidated financial statements and
related notes contained in this report and the consolidated financial statements and related notes
and managements discussion and analysis of financial condition and results of operations included
in the Corporations Annual Report on Form 10-K for the year ended December 31, 2007.
Cautionary Statement Regarding Forward-Looking Information
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 our loss reserve and reinsurance recoverable estimates; the impact of changes
to our reinsurance program; premium volume, rates, terms and conditions and competition; 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; |
Page 13
|
|
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; and |
|
|
|
|
the effects of proposed asbestos liability legislation, including the
impact of claims patterns arising from the possibility of legislation
and those that may arise if legislation is not passed; |
|
|
the availability and cost of reinsurance coverage; |
|
|
the occurrence of significant weather-related or other natural or human-made disasters,
particularly in locations where we have concentrations of risk; |
|
|
the impact of economic factors on companies on whose behalf we have issued surety bonds,
and in particular, on those companies that file for bankruptcy or otherwise experience
deterioration in creditworthiness; |
|
|
the effects of disclosures by, and investigations of, companies relating to possible
accounting irregularities, practices in the financial services industry, investment losses or
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; |
|
|
|
|
claims and litigation relating to uncertainty in the credit and
broader financial markets; and |
|
|
|
|
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; |
Page 14
|
|
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; and |
|
|
|
|
changes in the litigation environment; and |
|
|
our ability to implement managements strategic plans and initiatives. |
Chubb assumes no obligation to update any forward-looking information set forth in this
document, which speak as of the date hereof.
Critical Accounting Estimates and Judgments
The consolidated financial statements include amounts based on informed estimates and
judgments of management for 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 Annual Report on Form 10-K for the year ended
December 31, 2007 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.
Page 15
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 $664 million in the first quarter of 2008 compared with $710 million
in the same period of 2007. The decrease in 2008 was due primarily to lower realized
investments gains. Net income in both periods benefited from substantial underwriting
income in our property and casualty insurance business. |
|
|
|
|
Underwriting results were highly profitable in the first quarter of both 2008 and
2007 as evidenced by the combined loss and expense ratio of 83.9% and 83.4%,
respectively. |
|
|
|
|
During the first quarter of 2008, we experienced overall favorable development of
about $215 million on loss reserves established as of the previous year end, due
primarily to favorable loss trends in the professional liability classes and lower than
expected emergence of losses in the homeowners and commercial property classes. During
the first quarter of 2007, we experienced overall favorable development of about $145
million, largely in the professional liability classes and the homeowners and
commercial property classes as well as in the run-off of the reinsurance assumed
business. |
|
|
|
|
Total net premiums written increased by 2% in the first quarter of 2008 compared with
the same period in 2007. Net premiums written in our insurance business increased 3%.
The growth was attributable to the impact of currency fluctuation on business written outside the
United States due to the weakness of the U.S. dollar. Net premiums written in the
United States were flat. In a highly competitive market environment, we continued our
emphasis on underwriting discipline. Net premiums written in the reinsurance assumed
business, which is in runoff, were not significant in the first quarter of 2008 or 2007. |
|
|
|
|
Property and casualty investment income after tax increased 7% in the first quarter
of 2008. 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 |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
Property and Casualty Insurance |
|
$ |
915 |
|
|
$ |
911 |
|
Corporate and Other |
|
|
(54 |
) |
|
|
(27 |
) |
Realized Investment Gains |
|
|
68 |
|
|
|
117 |
|
|
|
|
|
|
|
|
Consolidated Income Before Income Tax |
|
|
929 |
|
|
|
1,001 |
|
Federal and Foreign Income Tax |
|
|
265 |
|
|
|
291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Net Income |
|
$ |
664 |
|
|
$ |
710 |
|
|
|
|
|
|
|
|
Page 16
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 |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
Underwriting |
|
|
|
|
|
|
|
|
Net Premiums Written |
|
$ |
2,936 |
|
|
$ |
2,867 |
|
Decrease in Unearned Premiums |
|
|
40 |
|
|
|
118 |
|
|
|
|
|
|
|
|
Premiums Earned |
|
|
2,976 |
|
|
|
2,985 |
|
|
|
|
|
|
|
|
Losses and Loss Expenses |
|
|
1,584 |
|
|
|
1,580 |
|
Operating Costs and Expenses |
|
|
894 |
|
|
|
870 |
|
Decrease (Increase) in Deferred Policy
Acquisition Costs |
|
|
(13 |
) |
|
|
3 |
|
Dividends to Policyholders |
|
|
9 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Income |
|
|
502 |
|
|
|
527 |
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
|
|
Investment Income Before Expenses |
|
|
418 |
|
|
|
392 |
|
Investment Expenses |
|
|
8 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income |
|
|
410 |
|
|
|
381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income |
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty Income Before Tax |
|
$ |
915 |
|
|
$ |
911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty Investment Income After Tax |
|
$ |
327 |
|
|
$ |
305 |
|
|
|
|
|
|
|
|
Property and casualty income before tax was similar in the first quarter of 2008 and 2007. A
modest decrease in underwriting income was offset by higher investment income.
The profitability of the property and casualty insurance business depends on the results of
both our underwriting and investment operations. 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.
Page 17
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.
Net Premiums Written
Net premiums written were $2.9 billion in the first quarter of 2008, an increase of 2%
compared with the same period of 2007.
Net premiums written by business unit were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
% Increase |
|
|
|
2008 |
|
|
2007 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Personal insurance |
|
$ |
877 |
|
|
$ |
840 |
|
|
|
4 |
% |
Commercial insurance |
|
|
1,340 |
|
|
|
1,306 |
|
|
|
3 |
|
Specialty insurance |
|
|
703 |
|
|
|
681 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
2,920 |
|
|
|
2,827 |
|
|
|
3 |
|
Reinsurance assumed |
|
|
16 |
|
|
|
40 |
|
|
|
(60 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,936 |
|
|
$ |
2,867 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Net premiums written from our insurance business increased 3% in the first quarter of 2008
compared with the comparable period in 2007. The growth was
attributable to the impact of currency
fluctuation on business written outside the United States due to the weakness of the U.S. dollar.
Premiums in the United States, which represented 73% of our insurance premiums in the first quarter
of 2008, were flat. Premiums outside the U.S. increased by 14%; in local currencies, such growth
was 4%.
In a highly competitive market environment, we continued our emphasis on underwriting
discipline. Rates continued to be under competitive pressure that varied by class of business and
geographic area. 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. However, as was
true during the latter half of 2007, we saw fewer opportunities to write new business at acceptable
rates. We expect the competitive market environment to continue throughout 2008.
Net premiums written in the reinsurance assumed business, which is in runoff, were not
significant in the first quarter of 2008 or 2007.
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.
Reinsurance rates for property risks have declined somewhat in 2008. However, capacity
restrictions continued in some segments of the marketplace.
We renewed our major property reinsurance treaties, which represent the most significant
component of our reinsurance program, in April 2008.
Page 18
On our commercial property per risk treaty, we increased the reinsurance coverage in the top
layer of the treaty. This treaty now provides approximately $560 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 overall coverage is similar to the previous program. We purchased $200 million
of fully collateralized three-year reinsurance coverage in place of traditional reinsurance. This
reinsurance was purchased from East Lane Re II Ltd., which financed the provision of reinsurance
through the issuance of $200 million in catastrophe bonds to investors under three separate bond
tranches. The current traditional catastrophe reinsurance treaty, in combination with the
collateralized coverage, 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 60%
of losses between $1.3 billion and $2.05 billion in the northeastern part of the United States,
where we have our greatest concentration of catastrophe exposure.
We have additional fully collateralized four-year reinsurance coverage, purchased in 2007, 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., 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 in 2008 of approximately 30%
of covered losses between $1.35 billion and $2.2 billion.
We have additional reinsurance from the Florida Hurricane Catastrophe Fund, which is a
state-mandated fund designed to reimburse insurers for a portion of their residential catastrophic
hurricane losses. Our participation in this program limits our initial retention in Florida for
homeowners related losses to approximately $185 million.
On our property catastrophe treaty for events outside the United States, we increased the
reinsurance coverage in the top layer of the treaty by $50 million and modestly increased our
participation in the program. The treaty now provides coverage of approximately 85% of losses (net
of recoveries from other available reinsurance) between $75 million and $325 million.
Our property reinsurance treaties generally contain terrorism exclusions for acts perpetrated
by foreign terrorists.
We expect that the overall cost of our property reinsurance program in 2008 will be modestly
lower than that in 2007. We do not expect the changes we made to our reinsurance program during
2008 to have a material effect on the Corporations results of operations, financial condition or
liquidity.
Page 19
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.
Statutory accounting principles applicable to property and casualty insurance companies differ
in certain respects from generally accepted accounting principles (GAAP). Under statutory
accounting principles, policy acquisition and other underwriting expenses are recognized
immediately, not at the time premiums are earned. Management uses underwriting results determined
in accordance with GAAP, among other measures, to assess the overall performance
of our underwriting operations. To convert statutory underwriting results to a
GAAP basis, policy acquisition expenses are deferred and amortized over the
period in which the related premiums are earned. Underwriting income determined in accordance with
GAAP is defined as premiums earned less losses and loss expenses incurred and GAAP underwriting
expenses incurred.
Underwriting results were highly profitable in the first quarter of 2008 and 2007. The
combined loss and expense ratio for our overall property and casualty business was as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
2008 |
|
2007 |
Loss ratio |
|
|
53.4 |
% |
|
|
53.0 |
% |
Expense ratio |
|
|
30.5 |
|
|
|
30.4 |
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
83.9 |
% |
|
|
83.4 |
% |
|
|
|
|
|
|
|
|
|
The loss ratio was similar in the first quarter of 2008 compared with the same period in 2007.
The loss ratio in both years reflects favorable loss experience which we believe resulted from our
disciplined underwriting in recent years as well as relatively mild loss trends in certain classes
of business.
Catastrophe losses were $54 million in the first quarter of 2008, which represented 1.8
percentage points of the combined loss and expense ratio, compared with $76 million or 2.5
percentage points in the same period in 2007.
The expense ratio was similar in the first quarter of 2008 and 2007, as an increase in
commissions was offset by lower operating costs related to the run-off of the reinsurance assumed
business. The increase in commissions was due to premium growth outside the United States in
countries where commission rates are higher than in the United States as well as modestly higher commission
rates in the United States in certain classes of business.
Page 20
In lieu of paying contingent commissions, beginning in 2007, we implemented a new guaranteed
supplemental compensation program for agents and brokers in the United States with whom we
previously had contingent commission agreements. Under this arrangement, agents and brokers are
paid a percentage of written premiums on eligible lines of business in a calendar year based upon
their prior performance. The change in our commission arrangements created a difference in the
timing of expense recognition, which resulted 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.
Review of Underwriting Results by Business Unit
Personal Insurance
Net premiums written from personal insurance, which represented 30% of our premiums written in
the first quarter of 2008, increased by 4% in the first quarter of 2008 compared with the same
period in 2007. Net premiums written for the classes of business within the personal insurance
segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
% Increase |
|
|
|
2008 |
|
|
2007 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Automobile |
|
$ |
142 |
|
|
$ |
147 |
|
|
|
(3 |
)% |
Homeowners |
|
|
539 |
|
|
|
520 |
|
|
|
4 |
|
Other |
|
|
196 |
|
|
|
173 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
$ |
877 |
|
|
$ |
840 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
Personal automobile premiums decreased in the first quarter of 2008 due to a highly
competitive U.S. marketplace. Premium growth in our homeowners business was due primarily to
increased insurance-to-value. The in-force policy count for this class decreased slightly during
the first quarter of 2008. Our other personal business includes insurance for excess liability,
yacht and accident coverages. The substantial growth in this business was due primarily to a
significant increase in accident premiums.
Our personal insurance business produced highly profitable underwriting results in the first
quarter of both 2008 and 2007, but more so in 2007. The combined loss and expense ratios for the
classes of business within the personal insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
2008 |
|
2007 |
Automobile |
|
|
93.1 |
% |
|
|
95.4 |
% |
Homeowners |
|
|
80.1 |
|
|
|
71.1 |
|
Other |
|
|
93.9 |
|
|
|
93.1 |
|
|
|
|
|
|
|
|
|
|
Total personal |
|
|
84.8 |
% |
|
|
79.3 |
% |
|
|
|
|
|
|
|
|
|
Our personal automobile business produced modestly more profitable results in the first
quarter of 2008 compared with the same period in 2007. The non-U.S. component of this business,
which was unprofitable in the first quarter of 2007, was profitable in the 2008 period.
Page 21
Homeowners results were highly profitable in the first quarter of 2008 and 2007. Results were
less profitable in the 2008 period due primarily to the significantly greater impact of large
non-catastrophe fire losses. Catastrophe losses represented 2.6 percentage points of the combined
ratio for this class in the first quarter of 2008 compared with 2.0 percentage points in the same
period of 2007.
Other personal results were similarly profitable in the first quarter of 2008 and 2007. Our
accident business was highly profitable in both periods but more so in 2007. Our yacht business
was modestly profitable in the first quarter of 2008 compared with highly profitable results in the
same period of 2007. Results in 2008 were adversely affected by two large losses. Our excess
liability results were modestly unprofitable in the first quarter of 2008 compared with highly
unprofitable results in the same period of 2007. Results in 2007 were adversely affected by
inadequate pricing and unfavorable prior year loss development. Excess liability rates have
increased modestly in the past year.
Commercial Insurance
Net premiums written from commercial insurance, which represented 46% of our premiums written
in the first quarter of 2008, increased by 3% in the first quarter of 2008 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 |
|
|
|
2008 |
|
|
2007 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Multiple Peril |
|
$ |
295 |
|
|
$ |
307 |
|
|
|
(4 |
)% |
Casualty |
|
|
460 |
|
|
|
441 |
|
|
|
4 |
|
Workers compensation |
|
|
248 |
|
|
|
257 |
|
|
|
(4 |
) |
Property and marine |
|
|
337 |
|
|
|
301 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
$ |
1,340 |
|
|
$ |
1,306 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
The modest increase in premiums in our commercial insurance business in the first quarter of
2008 was attributable to growth outside the United States due to the impact of currency fluctuation
as well as selective initiatives, particularly in the property and marine segment. Premiums in the
United States decreased slightly due to a highly competitive marketplace, particularly for new
business. Overall, rates were down modestly in the first quarter of 2008 across all classes of
business. Certain classes of business, such as workers compensation and large property risks, and
geographic areas experienced more competitive pressure than others. Retention levels of our
existing customers remained strong, slightly higher than those in the first quarter of 2007.
However, new business volume in the first quarter of 2008 was down from 2007 levels as it has
become more difficult to find new opportunities at acceptable rates. We have continued to maintain
our underwriting discipline in the highly 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. We expect the competitive market to continue for the remainder of
2008.
Page 22
Our commercial insurance business produced highly profitable underwriting results in the first
quarter of both 2008 and 2007. The combined loss and expense ratios for the classes of business
within the commercial insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
2008 |
|
2007 |
Multiple peril |
|
|
78.4 |
% |
|
|
83.3 |
% |
Casualty |
|
|
92.4 |
|
|
|
94.3 |
|
Workers compensation |
|
|
82.9 |
|
|
|
77.3 |
|
Property and marine |
|
|
93.1 |
|
|
|
93.2 |
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
87.2 |
% |
|
|
88.0 |
% |
|
|
|
|
|
|
|
|
|
Results in both years benefited from better terms and conditions and disciplined risk
selection in recent years. Additionally, favorable loss experience has mitigated margin
compression from modest rate decreases over the past few years.
Multiple peril results were highly profitable in the first quarter of both 2008 and 2007, but
more so in 2008, particularly in the property component of this business. Results in both periods
benefited from very favorable loss experience. The impact of catastrophe losses was modest in both
years, representing 2.8 and 1.9 percentage points of the combined ratio for this class in the first
quarter of 2008 and 2007, respectively.
Our casualty business produced profitable results in the first quarter of both 2008 and 2007.
The automobile and primarily liability components of this business were highly profitable in both
periods. The excess liability component produced profitable results in the first quarter of 2008
compared with breakeven results in the comparable period in 2007. Excess liability results in 2008
benefited from favorable prior year loss development.
Workers compensation results were highly profitable in the first quarter of 2008 and 2007,
but more so in 2007. Results in both periods benefited from our disciplined risk selection during
the past several years as well as favorable claim cost trends, resulting in part from the positive
effect of reforms in California. The less profitable results in 2008 were primarily due to lower
earned premiums, the result of rate reductions associated with state reforms and increased
competition.
Property and marine results were similarly profitable in the first quarter of both years, as
lower catastrophe losses in 2008 were offset by higher
non-catastrophe losses, due in part to a greater number of large
losses.
Catastrophe losses represented 8.1 percentage points of the combined ratio for this class in the
first quarter of 2008 compared with a 19.3 percentage points in the same period of 2007.
Page 23
Specialty Insurance
Net premiums written from specialty insurance, which represented 24% of our premiums written
in the first quarter of 2008, increased by 3% in the first quarter of 2008 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 |
|
|
|
2008 |
|
|
2007 |
|
|
(Decrease) |
|
|
|
(in millions) |
|
|
|
|
|
Professional liability |
|
$ |
604 |
|
|
$ |
597 |
|
|
|
1 |
% |
Surety |
|
|
99 |
|
|
|
84 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
$ |
703 |
|
|
$ |
681 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
Premium growth in the professional liability classes was constrained due to the continuing
competitive pressure on rates, particularly in the directors
and officers liability component, and our commitment to maintain underwriting discipline in this
environment. While we generally continued to see rate decreases consistent with those in the last
half of 2007, we have begun to see rate increases with respect to directors and officers liability
insurance for
public financial institutions, with significant increases for those companies that have been
directly implicated in the current credit crisis. Retention levels in the professional liability
classes remained strong in the first quarter of 2008, comparable to those in the same period in
2007. New business volume in 2008 was also comparable to that in 2007. We continued to get what
we believe are acceptable rates and appropriate terms and conditions on both new business and
renewals. Overall, we expect the competitive market to continue for the balance of 2008.
The significant growth in net premiums written for our surety business in the first quarter of
2008 was due primarily to several large bonds written in the quarter. We expect growth to slow as
the year progresses.
Our specialty insurance business produced more profitable underwriting results in the first
quarter of 2008 compared with the same period in 2007. The combined loss and expense ratios for
the classes of business within the specialty insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
2008 |
|
2007 |
Professional liability |
|
|
83.7 |
% |
|
|
89.0 |
% |
Surety |
|
|
30.8 |
|
|
|
31.4 |
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
|
78.1 |
% |
|
|
83.1 |
% |
|
|
|
|
|
|
|
|
|
Our professional liability business produced highly profitable results in the first quarter of
2008 and 2007, but more so in 2008. The fidelity class was highly profitable in the first quarter
of both years due to favorable loss experience. The results of the directors and officers
liability, employment practices liability and fiduciary liability classes were more profitable in
the first quarter of 2008 compared with the same period in 2007 due to a higher amount of favorable
prior year loss development. The favorable development in both years was due to the recognition of
the increasingly positive loss trends we have been experiencing related to accident years 2005 and
prior. These trends were largely the result of a favorable business climate, lower policy limits
and better terms and conditions.
Page 24
Surety results were highly profitable in the first quarter of both 2008 and 2007. 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 is in runoff, were not
significant in the first quarter of 2008 or 2007.
Reinsurance assumed results were profitable in the first quarter of 2008 and 2007, but more so
in 2007 due to significant favorable prior year loss development.
Loss Reserves
Unpaid losses and loss expenses, also referred to as loss reserves, are the largest liability
of our business.
Our loss reserves include case estimates for claims that have been reported and estimates for
claims that have been incurred but not reported at the balance sheet date 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.
Page 25
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, 2008 |
|
Case |
|
|
IBNR |
|
|
Total |
|
|
Recoverable |
|
|
Reserves |
|
|
|
(in millions) |
|
Personal insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile |
|
$ |
221 |
|
|
$ |
200 |
|
|
$ |
421 |
|
|
$ |
14 |
|
|
$ |
407 |
|
Homeowners |
|
|
441 |
|
|
|
304 |
|
|
|
745 |
|
|
|
28 |
|
|
|
717 |
|
Other |
|
|
435 |
|
|
|
553 |
|
|
|
988 |
|
|
|
208 |
|
|
|
780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
|
1,097 |
|
|
|
1,057 |
|
|
|
2,154 |
|
|
|
250 |
|
|
|
1,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple peril |
|
|
620 |
|
|
|
1,035 |
|
|
|
1,655 |
|
|
|
39 |
|
|
|
1,616 |
|
Casualty |
|
|
1,647 |
|
|
|
4,461 |
|
|
|
6,108 |
|
|
|
416 |
|
|
|
5,692 |
|
Workers compensation |
|
|
846 |
|
|
|
1,342 |
|
|
|
2,188 |
|
|
|
249 |
|
|
|
1,939 |
|
Property and marine |
|
|
801 |
|
|
|
409 |
|
|
|
1,210 |
|
|
|
508 |
|
|
|
702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
3,914 |
|
|
|
7,247 |
|
|
|
11,161 |
|
|
|
1,212 |
|
|
|
9,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional liability |
|
|
2,004 |
|
|
|
6,160 |
|
|
|
8,164 |
|
|
|
559 |
|
|
|
7,605 |
|
Surety |
|
|
22 |
|
|
|
52 |
|
|
|
74 |
|
|
|
14 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
|
2,026 |
|
|
|
6,212 |
|
|
|
8,238 |
|
|
|
573 |
|
|
|
7,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
7,037 |
|
|
|
14,516 |
|
|
|
21,553 |
|
|
|
2,035 |
|
|
|
19,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
393 |
|
|
|
947 |
|
|
|
1,340 |
|
|
|
262 |
|
|
|
1,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,430 |
|
|
$ |
15,463 |
|
|
$ |
22,893 |
|
|
$ |
2,297 |
|
|
$ |
20,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
Gross Loss Reserves |
|
|
Reinsurance |
|
|
Loss |
|
December 31, 2007 |
|
Case |
|
|
IBNR |
|
|
Total |
|
|
Recoverable |
|
|
Reserves |
|
|
|
(in millions) |
|
Personal insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile |
|
$ |
226 |
|
|
$ |
200 |
|
|
$ |
426 |
|
|
$ |
15 |
|
|
$ |
411 |
|
Homeowners |
|
|
432 |
|
|
|
305 |
|
|
|
737 |
|
|
|
32 |
|
|
|
705 |
|
Other |
|
|
452 |
|
|
|
526 |
|
|
|
978 |
|
|
|
230 |
|
|
|
748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
|
1,110 |
|
|
|
1,031 |
|
|
|
2,141 |
|
|
|
277 |
|
|
|
1,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple peril |
|
|
646 |
|
|
|
1,010 |
|
|
|
1,656 |
|
|
|
37 |
|
|
|
1,619 |
|
Casualty |
|
|
1,640 |
|
|
|
4,302 |
|
|
|
5,942 |
|
|
|
402 |
|
|
|
5,540 |
|
Workers compensation |
|
|
842 |
|
|
|
1,323 |
|
|
|
2,165 |
|
|
|
255 |
|
|
|
1,910 |
|
Property and marine |
|
|
814 |
|
|
|
395 |
|
|
|
1,209 |
|
|
|
532 |
|
|
|
677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
3,942 |
|
|
|
7,030 |
|
|
|
10,972 |
|
|
|
1,226 |
|
|
|
9,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional liability |
|
|
2,079 |
|
|
|
5,999 |
|
|
|
8,078 |
|
|
|
552 |
|
|
|
7,526 |
|
Surety |
|
|
33 |
|
|
|
52 |
|
|
|
85 |
|
|
|
14 |
|
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
|
2,112 |
|
|
|
6,051 |
|
|
|
8,163 |
|
|
|
566 |
|
|
|
7,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
7,164 |
|
|
|
14,112 |
|
|
|
21,276 |
|
|
|
2,069 |
|
|
|
19,207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
400 |
|
|
|
947 |
|
|
|
1,347 |
|
|
|
238 |
|
|
|
1,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,564 |
|
|
$ |
15,059 |
|
|
$ |
22,623 |
|
|
$ |
2,307 |
|
|
$ |
20,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 26
Loss reserves, net of reinsurance recoverable, increased by $280 million during the first
quarter of 2008. Loss reserves related to our insurance business increased by $311 million,
including approximately $110 million related to currency fluctuation due to the weakness of the
U.S. dollar. Loss reserves related to our reinsurance assumed business, which is in runoff,
decreased by $31 million.
Gross case reserves related to our insurance business decreased by $127 million during the
first quarter of 2008 due to generally low reported loss activity as well as settlements related to
previously existing case reserves, particularly in the professional liability classes.
In establishing the loss reserves of our property and casualty 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, 2008 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 Annual Report on
Form 10-K for the year ended December 31, 2007, 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, 2008 may change, which could have a material effect on the Corporations
results of operations and financial condition.
Because loss reserve estimates are subject to the outcome of future events, changes in
estimates are unavoidable given that actual results can differ from expectations and time is
required for changes in trends to be recognized and confirmed. Reserve changes that increase
previous estimates of ultimate cost are referred to as unfavorable or adverse development or
reserve strengthening. Reserve changes that decrease previous estimates of ultimate cost are
referred to as favorable development or reserve releases.
We estimate that we experienced overall favorable prior year development of about $215 million
during the first quarter of 2008 compared with favorable prior year development of about $145
million in the comparable period of 2007.
The favorable development in the first quarter of 2008 was primarily in the professional
liability classes, due to the favorable loss trends related to accident years 2005 and prior, and
in the short tail homeowners and commercial property classes, largely related to the 2007 accident
year. The favorable development in the first quarter of 2007 was largely in the professional
liability classes and the short tail homeowners and commercial property classes. We also
experienced significant favorable development in the run-off of the reinsurance assumed business in
the first quarter of 2007.
Investment Results
Property and casualty investment income before taxes increased by 8% in the first quarter of
2008 compared with the same period in 2007. Growth was due to an increase in invested assets since
the first quarter of 2007. The increase in invested assets was due to substantial cash flow from
operations over the period.
Page 27
The effective tax rate on investment income was 20.2% in the first quarter of 2008 compared
with 19.9% in the same period of 2007. The effective tax rate fluctuates as a result of our
holding a different proportion of our investment portfolio in tax exempt securities during
different periods.
On an after-tax basis, property and casualty investment income increased by 7% in the first
quarter of 2008. The after-tax annualized yield on the investment portfolio that supports the
property and casualty insurance business was 3.50% and 3.45% in the first quarter of 2008 and 2007,
respectively. 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
non-insurance subsidiaries.
Corporate and other produced a loss before taxes of $54 million in the first quarter of 2008
compared with a loss of $27 million in the first quarter of 2007. The higher loss in 2008 was due
mostly to higher interest expense as a result of the issuance of $1.8 billion of new debt during
the first half of 2007, the proceeds of which have been used to repurchase Chubbs common stock.
Realized Investment Gains and Losses
Net investment gains realized were as follows:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended March 31 |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
Net realized gains |
|
|
|
|
|
|
|
|
Equity securities |
|
$ |
19 |
|
|
$ |
15 |
|
Fixed maturities |
|
|
4 |
|
|
|
4 |
|
Other invested assets |
|
|
70 |
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
93 |
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other-than-temporary impairment losses |
|
|
|
|
|
|
|
|
Equity securities |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains before tax |
|
$ |
68 |
|
|
$ |
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains after tax |
|
$ |
44 |
|
|
$ |
76 |
|
|
|
|
|
|
|
|
The net realized gains on other invested assets represent the aggregate of distributions to us
from the limited partnerships in which we have an interest and changes in our equity in the net
assets of the partnerships based on valuations provided to us by the manager of each partnership.
Due to the timing of our receipt of valuation data from the investment managers, these investments
are generally reported on a one quarter lag.
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. The decision to recognize a decline in the value of a security carried
at fair value as other-than-temporary rather than temporary has no impact on shareholders equity.
During the first quarter of 2008, our investments in several equity securities were deemed to
be other-than-temporarily impaired. We determined that these securities were not likely to recover
to our cost basis over a near term period.
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, 2008, the Corporation had shareholders equity
of $14.3 billion and total debt of $3.5 billion.
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 2007, the Board of Directors authorized the repurchase of up to 28,000,000 shares
of Chubbs common stock. The authorization has no expiration date. During the first quarter of
2008, we repurchased 11,319,984 shares of Chubbs common stock in open market transactions at a
cost of $582 million. As of March 31, 2008, 14,792,686 shares remained under the share repurchase
authorization. We expect to repurchase all of the shares remaining under the authorization by the
end of 2008, 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 one or more of the rating agencies may raise or lower our existing ratings
in the future. If our credit ratings were downgraded, we might incur higher borrowing costs and
might have more limited means to access capital. 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 a companys ability to generate sufficient cash flows to meet the
short and long term cash requirements of its 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 $330 million in the first quarter of
2008 compared with $430 million in the same period in 2007. New cash available was lower in the
first quarter of 2008 compared with the same period in 2007 due to a $250 million higher dividend payment by the property and casualty
subsidiaries to Chubb.
Our property and casualty subsidiaries maintain substantial investments in highly liquid,
short-term marketable securities. Accordingly, we do not anticipate selling long-term fixed
maturity investments to meet any liquidity needs.
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 2008 without prior approval is approximately $2.4 billion. During the first quarter
of 2008, these subsidiaries paid dividends to Chubb totaling $400 million compared with $150
million during the same period of 2007.
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 its 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. The portfolio also includes equity securities, primarily publicly traded
common stocks, and other invested assets, primarily private equity limited partnerships, all of
which are held with the primary objective of capital appreciation.
Our objective is to achieve the appropriate mix of taxable and tax exempt securities in our
portfolio to balance both investment and tax strategies. At March 31, 2008, 66% of our U.S. fixed
maturity portfolio was invested in tax exempt bonds, the same percentage as at the prior year end.
The unrealized appreciation before tax of investments carried at market value, which consist
of fixed maturities and equity securities classified as
available-for-sale, was $582 million and
$810 million at March 31, 2008 and December 31, 2007, respectively. Such unrealized appreciation
is reflected in comprehensive income, net of applicable deferred income tax.
Changes in unrealized market appreciation or depreciation of fixed maturities were due
primarily to fluctuations in interest rates.
Page 31
Subsequent Events
Chubb
repaid $225 million of outstanding 3.95% notes due April 1, 2008 when due.
In May 2008, Chubb issued $600 million of unsecured 5.75% senior notes due in 2018 and $600
million of unsecured 6.5% senior notes due in 2038. We intend to use $460 million of the net
proceeds to refinance certain indebtedness that will mature in August 2008. Another $225 million
of the net proceeds replaced cash utilized to repay the 3.95% notes
referred to above. We intend to use the balance of the net proceeds
for general corporate purposes.
|
|
|
Item 4 |
|
Controls and Procedures |
As of March 31, 2008, an evaluation of the effectiveness of the design and operation of the
Corporations disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934) 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 March 31, 2008.
During the quarter ended March 31, 2008, 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 32
PART II. OTHER INFORMATION
Item 1A
Risk Factors
Our business is subject to a number of risks, including those identified in Item 1A of our
Annual Report on Form 10-K for the year ended December 31, 2007 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.
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, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Maximum Number of |
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
Shares that May |
|
|
Total Number |
|
Average |
|
as Part of |
|
Yet Be Purchased |
|
|
of Shares |
|
Price Paid |
|
Publicly Announced |
|
Under the |
Period |
|
Purchased(a) |
|
Per Share |
|
Plans or Programs |
|
Plans or Programs(b) |
January 2008 |
|
|
3,707,884 |
|
|
$ |
53.21 |
|
|
|
3,707,884 |
|
|
|
22,404,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 2008 |
|
|
2,888,100 |
|
|
|
51.78 |
|
|
|
2,888,100 |
|
|
|
19,516,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 2008 |
|
|
4,724,000 |
|
|
|
49.68 |
|
|
|
4,724,000 |
|
|
|
14,792,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
11,319,984 |
|
|
|
51.37 |
|
|
|
11,319,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The stated amounts exclude 14,668 shares, 87,252 shares and 9,989 shares delivered to Chubb
during the months of January 2008, February 2008 and March 2008, respectively, by employees of
the Corporation to cover option exercise prices and withholding taxes in connection with the
Corporations stock-based compensation plans. |
|
(b) |
|
On December 13, 2007, the Board of Directors authorized the repurchase of up to 28,000,000
shares of common stock. The authorization has no expiration date. |
Page 33
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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By-laws as amended through April 29, 2008 incorporated by
reference to Exhibit (3.1) of the registrants Current Report
on Form 8-K filed on May 2, 2008. |
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Material Contracts |
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10.1
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Schedule of 2008 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 17, 2008. |
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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. |
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 8, 2008