FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the quarterly period ended September 30, 2007
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from to
Commission file number 1-8661
(Exact name of registrant as specified in its charter)
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NEW JERSEY
(State or other jurisdiction of
incorporation or organization)
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13-2595722
(I. R. S. Employer
Identification No.) |
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15 MOUNTAIN VIEW ROAD, WARREN, NEW JERSEY
(Address of principal executive offices)
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07059
(Zip Code) |
Registrants telephone number, including area code (908) 903-2000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
YES o NO þ
The number of shares of common stock outstanding as of September 30, 2007 was 383,781,765.
THE CHUBB CORPORATION
INDEX
Page 1
Part I. FINANCIAL INFORMATION
Item 1 Financial Statements
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
PERIODS ENDED SEPTEMBER 30
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Third Quarter |
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Nine Months |
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2007 |
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2006 |
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2007 |
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2006 |
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(in millions except for per share amounts) |
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Revenues |
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Premiums Earned |
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$ |
2,978 |
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$ |
2,974 |
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$ |
8,927 |
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$ |
8,963 |
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Investment Income |
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446 |
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399 |
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1,291 |
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1,172 |
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Other Revenues |
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8 |
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40 |
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43 |
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81 |
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Realized Investment Gains |
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117 |
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38 |
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328 |
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186 |
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Total Revenues |
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3,549 |
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3,451 |
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10,589 |
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10,402 |
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Losses and Expenses |
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Losses and Loss Expenses |
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1,541 |
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1,687 |
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4,693 |
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4,984 |
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Amortization of Deferred Policy
Acquisition Costs |
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763 |
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711 |
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2,273 |
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2,157 |
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Other Insurance Operating Costs
and Expenses |
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109 |
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140 |
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331 |
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400 |
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Investment Expenses |
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8 |
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6 |
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27 |
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26 |
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Other Expenses |
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7 |
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29 |
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44 |
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73 |
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Corporate Expenses |
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74 |
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47 |
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186 |
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145 |
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Total Losses and Expenses |
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2,502 |
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2,620 |
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7,554 |
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7,785 |
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Income Before Federal and Foreign
Income Tax |
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1,047 |
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831 |
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3,035 |
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2,617 |
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Federal and Foreign Income Tax |
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309 |
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227 |
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878 |
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743 |
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Net Income |
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$ |
738 |
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$ |
604 |
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$ |
2,157 |
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$ |
1,874 |
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Net Income Per Share |
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Basic |
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$ |
1.90 |
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$ |
1.47 |
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$ |
5.42 |
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$ |
4.54 |
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Diluted |
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1.87 |
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1.43 |
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5.33 |
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4.43 |
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Dividends Declared Per Share |
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.29 |
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|
.25 |
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.87 |
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|
.75 |
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See Notes to Consolidated Financial Statements.
Page 2
THE CHUBB CORPORATION
CONSOLIDATED BALANCE SHEETS
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Sept. 30, |
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Dec. 31, |
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2007 |
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2006 |
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(in millions) |
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Assets |
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Invested Assets |
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Short Term Investments |
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$ |
2,530 |
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$ |
2,254 |
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Fixed Maturities |
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Held-to-Maturity Tax Exempt (market $110
and $142) |
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104 |
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135 |
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Available-for-Sale |
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Tax Exempt (cost $18,250 and $17,314) |
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18,467 |
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17,613 |
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Taxable (cost $15,443 and $14,310) |
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15,343 |
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14,218 |
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Equity Securities (cost $1,726 and $1,561) |
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2,208 |
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1,957 |
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Other Invested Assets |
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1,887 |
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1,516 |
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TOTAL INVESTED ASSETS |
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40,539 |
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37,693 |
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Cash |
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42 |
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38 |
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Securities Lending Collateral |
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2,169 |
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2,620 |
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Accrued Investment Income |
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437 |
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411 |
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Premiums Receivable |
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2,174 |
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2,314 |
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Reinsurance Recoverable on Unpaid Losses
and Loss Expenses |
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2,424 |
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2,594 |
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Prepaid Reinsurance Premiums |
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394 |
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354 |
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Deferred Policy Acquisition Costs |
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1,562 |
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1,480 |
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Deferred Income Tax |
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474 |
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591 |
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Goodwill |
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467 |
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467 |
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Other Assets |
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1,490 |
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1,715 |
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TOTAL ASSETS |
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$ |
52,172 |
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$ |
50,277 |
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Liabilities |
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Unpaid Losses and
Loss Expenses |
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$ |
22,668 |
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$ |
22,293 |
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Unearned Premiums |
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6,594 |
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6,546 |
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Securities Lending Payable |
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2,169 |
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2,620 |
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Long Term Debt |
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4,135 |
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2,466 |
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Dividend Payable to Shareholders |
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112 |
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104 |
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Accrued Expenses and Other Liabilities |
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2,246 |
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2,385 |
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TOTAL LIABILITIES |
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37,924 |
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36,414 |
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Contingent Liabilities (Note 6) |
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Shareholders Equity |
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Common Stock $1 Par Value; 383,781,765 and
411,276,940 Shares |
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384 |
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411 |
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Paid-In Surplus |
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41 |
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1,539 |
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Retained Earnings |
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13,521 |
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11,711 |
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Accumulated Other Comprehensive Income |
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302 |
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202 |
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TOTAL SHAREHOLDERS EQUITY |
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14,248 |
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13,863 |
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
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$ |
52,172 |
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$ |
50,277 |
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See Notes to Consolidated Financial Statements.
Page 3
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
PERIODS ENDED SEPTEMBER 30
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Third Quarter |
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Nine Months |
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2007 |
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2006 |
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2007 |
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2006 |
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(in millions) |
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Net Income |
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$ |
738 |
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$ |
604 |
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$ |
2,157 |
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$ |
1,874 |
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Other
Comprehensive Income (Loss), Net of Tax |
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Change in Unrealized Appreciation
or Depreciation of Investments |
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220 |
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|
543 |
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(3 |
) |
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63 |
|
Foreign Currency Translation Gains |
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54 |
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4 |
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|
88 |
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10 |
|
Amortization of Net Loss and Prior
Service Cost Included in Net
Postretirement Benefit Costs |
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6 |
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15 |
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
280 |
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|
547 |
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|
100 |
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|
73 |
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Comprehensive Income |
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$ |
1,018 |
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$ |
1,151 |
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$ |
2,257 |
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$ |
1,947 |
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|
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See Notes to Consolidated Financial Statements.
Page 4
THE CHUBB CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30
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2007 |
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2006 |
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(in millions) |
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Cash Flows from Operating Activities |
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Net Income |
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$ |
2,157 |
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$ |
1,874 |
|
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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|
545 |
|
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|
1,045 |
|
Increase (Decrease) in Unearned Premiums, Net |
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(64 |
) |
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|
37 |
|
Decrease in Premiums Receivable |
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|
140 |
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|
57 |
|
Decrease (Increase) in Reinsurance Recoverable
on Paid Losses |
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|
268 |
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|
(325 |
) |
Deferred Income Tax |
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|
59 |
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|
147 |
|
Amortization of Premiums and Discounts on
Fixed Maturities |
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175 |
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|
174 |
|
Depreciation |
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|
52 |
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|
64 |
|
Realized Investment Gains |
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(328 |
) |
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(186 |
) |
Other, Net |
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(439 |
) |
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(527 |
) |
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Net Cash Provided by Operating Activities |
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2,565 |
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|
2,360 |
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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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2,519 |
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|
2,266 |
|
Maturities, Calls and Redemptions |
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|
1,309 |
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|
1,186 |
|
Proceeds from Sales of Equity Securities |
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|
243 |
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|
104 |
|
Purchases of Fixed Maturities |
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(5,752 |
) |
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|
(5,215 |
) |
Purchases of Equity Securities |
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|
(336 |
) |
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|
(253 |
) |
Investments in Other Invested Assets, Net |
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|
(68 |
) |
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|
(172 |
) |
Decrease (Increase) in Short Term Investments, Net |
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(244 |
) |
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|
562 |
|
Increase in Net Payable from Security Transactions
Not Settled |
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|
57 |
|
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|
47 |
|
Purchases of Property and Equipment, Net |
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(30 |
) |
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|
(35 |
) |
Other, Net |
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|
10 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net Cash Used in Investing Activities |
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|
(2,292 |
) |
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|
(1,510 |
) |
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|
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|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
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|
|
|
|
|
|
|
Proceeds from Issuance of Long Term Debt |
|
|
1,800 |
|
|
|
|
|
Repayment of Long Term Debt |
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|
(125 |
) |
|
|
|
|
Proceeds from Common Stock Issued Upon
Settlement of Equity Unit Warrants |
|
|
|
|
|
|
460 |
|
Proceeds from Issuance of Common Stock Under
Stock-Based Employee Compensation Plans |
|
|
106 |
|
|
|
172 |
|
Repurchase of Shares |
|
|
(1,679 |
) |
|
|
(1,175 |
) |
Dividends Paid to Shareholders |
|
|
(339 |
) |
|
|
(297 |
) |
Other, Net |
|
|
(32 |
) |
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Financing Activities |
|
|
(269 |
) |
|
|
(858 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash |
|
|
4 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
Cash at Beginning of Year |
|
|
38 |
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period |
|
$ |
42 |
|
|
$ |
28 |
|
|
|
|
|
|
|
|
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 2006 Annual Report on Form 10-K.
2) |
|
Adoption of New Accounting Pronouncements |
Effective January 1, 2007, the Corporation adopted Financial Accounting Standards Board
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation
of Statement of Financial Accounting Standards No. 109. FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprises financial statements. The
Interpretation prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be taken in a
tax return. The adoption of FIN 48 did not have a significant effect on the Corporations
financial position or results of operations.
Short term investments, which have an original maturity of one year or less, are carried
at amortized cost which approximates market value. Fixed maturities classified as
held-to-maturity are carried at amortized cost. Fixed maturities classified as
available-for-sale and equity securities are carried at market value as of the balance sheet
date.
The change in unrealized appreciation or depreciation of investments carried at market
value was as follows:
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|
Periods Ended September 30 |
|
|
|
Third Quarter |
|
|
Nine Months |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized appreciation of
equity securities |
|
$ |
(67 |
) |
|
$ |
164 |
|
|
$ |
86 |
|
|
$ |
184 |
|
Change in unrealized appreciation or
depreciation of fixed maturities |
|
|
407 |
|
|
|
581 |
|
|
|
(90 |
) |
|
|
(86 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
340 |
|
|
|
745 |
|
|
|
(4 |
) |
|
|
98 |
|
Deferred income tax (credit) |
|
|
120 |
|
|
|
202 |
|
|
|
(1 |
) |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized appreciation or
depreciation of investments, net |
|
$ |
220 |
|
|
$ |
543 |
|
|
$ |
(3 |
) |
|
$ |
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 6
In May 2007, Chubb issued $800 million of unsecured 6% senior notes due May 11, 2037.
In March 2007, Chubb issued $1.0 billion of unsecured junior subordinated capital
securities. The capital securities will become due on April 15, 2037, the scheduled maturity
date, but only to the extent that Chubb has received sufficient net proceeds from the sale of
certain qualifying capital securities. Chubb must use its commercially reasonable efforts,
subject to certain market disruption events, to sell enough qualifying capital securities to
permit repayment of the capital securities on the scheduled maturity date or as soon
thereafter as possible. Any remaining outstanding principal amount will be due on March 29,
2067, the final maturity date. The capital securities bear interest at a fixed rate of
6.375% through April 14, 2017. Thereafter, the capital securities will bear interest at a
rate equal to the three-month LIBOR rate plus 2.25%. Subject to certain conditions, Chubb
has the right to defer the payment of interest on the capital securities for a period not
exceeding ten consecutive years. During any such period, interest will continue to accrue
and Chubb generally may not declare or pay any dividends on or purchase any shares of its
capital stock.
In connection with the issuance of the capital securities, Chubb entered into a
replacement capital covenant in which it agreed that it will not repay, redeem or purchase
the capital securities before March 29, 2047, unless, subject to certain limitations, it has
received proceeds from the sale of replacement capital securities, as defined. Subject to
the replacement capital covenant, the capital securities may be redeemed, in whole or in
part, at any time on or after April 15, 2017 at a redemption price equal to the principal
amount plus any accrued interest or prior to April 15, 2017 at a redemption price equal to
the greater of (i) the principal amount or (ii) a make-whole amount, in each case plus any
accrued interest.
At December 31, 2006, Executive Risk Capital Trust, wholly owned by Chubb Executive Risk
Inc., which in turn is wholly owned by Chubb, had outstanding $125 million of 8.675% capital
securities. The sole assets of the Trust were debentures issued by Chubb Executive Risk.
The capital securities were subject to mandatory redemption in 2027 upon repayment of the
debentures. The capital securities were also subject to mandatory redemption in certain
other specified circumstances beginning in 2007. On February 1, 2007, the debentures were
repaid and the Trust redeemed the capital securities at a price that included a make-whole
premium of $5 million in the aggregate.
Page 7
The principal business of the Corporation is the sale of property and casualty
insurance. The profitability of the property and casualty insurance business depends on the
results of both underwriting operations and investments, which are viewed as two distinct
operations. The underwriting operations are managed and evaluated separately from the
investment function.
The property and casualty insurance subsidiaries (P&C Group) underwrite most lines of
property and casualty insurance. Underwriting operations consist of four separate business
units: personal insurance, commercial insurance, specialty insurance and reinsurance assumed.
The personal segment targets the personal insurance market. The personal classes include
automobile, homeowners and other personal coverages. The commercial segment includes those
classes of business that are generally available in broad markets and are of a more commodity
nature. Commercial classes include multiple peril, casualty, workers compensation and
property and marine. The specialty segment includes those classes of business that are
available in more limited markets since they require specialized underwriting and claim
settlement. Specialty classes include professional liability coverages and surety. The
reinsurance assumed business is effectively in runoff following the sale, in December 2005,
of the ongoing business to a Bermuda based reinsurance company, Harbor Point Limited. Harbor
Point has the right for a transition period of up to two years to underwrite specific
reinsurance business on the P&C Groups behalf. The P&C Group retains a portion of any such
business and cedes the balance to Harbor Point.
Corporate and other includes investment income earned on corporate invested assets,
corporate expenses and the Corporations real estate and other non-insurance subsidiaries.
Page 8
Revenues and income before income tax of the operating segments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods Ended September 30 |
|
|
|
Third Quarter |
|
|
Nine Months |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and
casualty insurance |
Premiums earned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal insurance |
|
$ |
919 |
|
|
$ |
851 |
|
|
$ |
2,716 |
|
|
$ |
2,532 |
|
Commercial insurance |
|
|
1,278 |
|
|
|
1,271 |
|
|
|
3,836 |
|
|
|
3,805 |
|
Specialty insurance |
|
|
739 |
|
|
|
736 |
|
|
|
2,213 |
|
|
|
2,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
2,936 |
|
|
|
2,858 |
|
|
|
8,765 |
|
|
|
8,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
42 |
|
|
|
116 |
|
|
|
162 |
|
|
|
399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,978 |
|
|
|
2,974 |
|
|
|
8,927 |
|
|
|
8,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
413 |
|
|
|
375 |
|
|
|
1,201 |
|
|
|
1,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other revenues |
|
|
3 |
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty
insurance |
|
|
3,394 |
|
|
|
3,349 |
|
|
|
10,137 |
|
|
|
10,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other |
|
|
38 |
|
|
|
64 |
|
|
|
124 |
|
|
|
153 |
|
Realized investment gains |
|
|
117 |
|
|
|
38 |
|
|
|
328 |
|
|
|
186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
3,549 |
|
|
$ |
3,451 |
|
|
$ |
10,589 |
|
|
$ |
10,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and casualty insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal insurance |
|
$ |
135 |
|
|
$ |
116 |
|
|
$ |
448 |
|
|
$ |
454 |
|
Commercial insurance |
|
|
221 |
|
|
|
192 |
|
|
|
543 |
|
|
|
619 |
|
Specialty insurance |
|
|
178 |
|
|
|
97 |
|
|
|
495 |
|
|
|
267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
534 |
|
|
|
405 |
|
|
|
1,486 |
|
|
|
1,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
24 |
|
|
|
20 |
|
|
|
86 |
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
558 |
|
|
|
425 |
|
|
|
1,572 |
|
|
|
1,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in deferred policy
acquisition costs |
|
|
11 |
|
|
|
11 |
|
|
|
64 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income |
|
|
569 |
|
|
|
436 |
|
|
|
1,636 |
|
|
|
1,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
405 |
|
|
|
370 |
|
|
|
1,176 |
|
|
|
1,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (charges) |
|
|
(1 |
) |
|
|
|
|
|
|
3 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty
insurance |
|
|
973 |
|
|
|
806 |
|
|
|
2,815 |
|
|
|
2,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and other loss |
|
|
(43 |
) |
|
|
(13 |
) |
|
|
(108 |
) |
|
|
(67 |
) |
Realized investment gains |
|
|
117 |
|
|
|
38 |
|
|
|
328 |
|
|
|
186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income before income tax |
|
$ |
1,047 |
|
|
$ |
831 |
|
|
$ |
3,035 |
|
|
$ |
2,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 9
6) |
|
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. As described in more detail below, the Attorney General of Ohio in
August 2007 filed an action against Chubb and certain of its subsidiaries, as well as several
other insurers and one broker, as a result of the Ohio Attorney Generals business practices
investigation. 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 as defendants in a putative class action entitled In re Insurance Brokerage Antitrust
Litigation in the U.S. District Court for the District of New Jersey. This action, brought
against several brokers and insurers on behalf of a class of persons who purchased insurance
through the broker defendants, asserts claims under the Sherman Act and state law and the
Racketeer Influenced and Corrupt Organizations Act arising from the alleged unlawful use of
contingent commission agreements. Chubb and certain of its subsidiaries have also been named
as defendants in two putative class actions relating to allegations of unlawful use of
contingent commission arrangements that were originally filed in state court. The first was
filed on February 16, 2005 in Seminole County, Florida. The second was filed on May 17, 2005
in Essex County, Massachusetts. Both cases were removed to federal court and then
transferred by the Judicial Panel on Multidistrict Litigation to the U.S. District Court for
the District of New Jersey for consolidation with In re Insurance Brokerage Antitrust
Litigation. Since being transferred to the District of New Jersey, the plaintiff in the
former 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 In
re Insurance Brokerage Antitrust Litigation in its entirety. In so doing, the court
dismissed the plaintiffs Sherman Act and Racketeer Influenced and Corrupt Organizations Act
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 as defendants in a
putative class action similar to In re Insurance Brokerage Antitrust Litigation. The action
is pending in the U.S. District Court for the District of New Jersey and has been assigned to
the judge who is presiding over In re Insurance Brokerage Antitrust Litigation. The complaint
has never been served in this matter. Separately, in April 2006, Chubb and one of its
subsidiaries were named as defendants in an action similar to In re Insurance Brokerage
Antitrust Litigation. This action was filed in the U.S. District Court for the Northern
District of Georgia and subsequently was transferred by the Judicial Panel on Multidistrict
Litigation to the U.S. District Court for the District of New Jersey and consolidated with 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
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 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 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 In re
Insurance Brokerage Antitrust Litigation. Chubb 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 In re Insurance Brokerage Antitrust
Litigation.
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 Corporations response to the
Attorney Generals complaint is due on November 16, 2007.
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 at this time predict the ultimate outcome of the aforementioned
ongoing investigations and legal proceedings, including any potential amounts that the
Corporation may be required to pay in connection with them.
Page 11
7) Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods Ended September 30 |
|
|
|
Third Quarter |
|
|
Nine Months |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(in millions except for per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
738 |
|
|
$ |
604 |
|
|
$ |
2,157 |
|
|
$ |
1,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
387.5 |
|
|
|
410.9 |
|
|
|
397.8 |
|
|
|
412.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
1.90 |
|
|
$ |
1.47 |
|
|
$ |
5.42 |
|
|
$ |
4.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
738 |
|
|
$ |
604 |
|
|
$ |
2,157 |
|
|
$ |
1,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding |
|
|
387.5 |
|
|
|
410.9 |
|
|
|
397.8 |
|
|
|
412.8 |
|
Additional shares from assumed
exercise of stock-based
compensation awards |
|
|
6.1 |
|
|
|
8.7 |
|
|
|
6.7 |
|
|
|
7.5 |
|
Additional shares from assumed
issuance of common stock upon
settlement of purchase contracts |
|
|
|
|
|
|
1.8 |
|
|
|
|
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares and potential common shares
assumed outstanding for computing
diluted earnings per share |
|
|
393.6 |
|
|
|
421.4 |
|
|
|
404.5 |
|
|
|
423.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
1.87 |
|
|
$ |
1.43 |
|
|
$ |
5.33 |
|
|
$ |
4.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
September 30, 2007 compared with December 31, 2006 and the results of operations for the nine
months and three months ended September 30, 2007 and 2006. 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, 2006.
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 impact
of investigations into market practices in the property and casualty insurance industry and any
resulting business reforms; changes to our producer compensation program; the repurchase of common
stock under our share repurchase program; our capital adequacy
and funding of liquidity needs; and the impact of the 2007 fourth quarter wildfires in California. 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; |
|
|
our 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; |
|
|
|
|
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 have filed for bankruptcy or otherwise experienced
deterioration in creditworthiness; |
|
|
the effects of disclosures by, and investigations of, public companies relating to possible
accounting irregularities, practices in the financial services industry and other corporate
governance issues, including: |
|
|
|
claims and litigation arising out of stock option backdating,
spring loading and other stock option grant practices by public companies; |
|
|
|
|
the effects on the capital markets and the markets for directors and
officers and errors and omissions insurance; |
|
|
|
|
claims and litigation arising out of actual or alleged accounting or
other corporate malfeasance by other companies; |
|
|
|
|
claims and litigation arising out of practices in the financial
services industry; |
|
|
|
|
legislative or regulatory proposals or changes; |
|
|
the effects of changes in market practices in the U.S. property and casualty insurance
industry, in particular contingent commissions and loss mitigation and finite reinsurance
arrangements, arising from any legal or regulatory proceedings, related settlements and
industry reform, including changes that have been announced and changes that may occur in the
future; |
|
|
the impact of legislative and regulatory developments on our business, including those
relating to terrorism and catastrophes; |
|
|
any downgrade in our claims-paying, financial strength or other credit ratings; |
|
|
the ability of our subsidiaries to pay us dividends; |
Page 14
|
|
general economic and market conditions including: |
|
|
|
changes in interest rates, market credit spreads and the performance
of the financial markets; |
|
|
|
|
uncertainty in the housing and mortgage markets and its impact on the
broader financial markets; |
|
|
|
|
the effects of inflation; |
|
|
|
|
changes in domestic and foreign laws, regulations and taxes; |
|
|
|
|
changes in competition and pricing environments; |
|
|
|
|
regional or general changes in asset valuations; |
|
|
|
|
the inability to reinsure certain risks economically; |
|
|
|
|
changes in the litigation environment; and |
|
|
our ability to implement managements strategic plans and initiatives. |
The Corporation assumes no obligation to update any forward-looking information set forth in
this document, which speak as of the date hereof.
Critical Accounting Estimates and Judgments
The consolidated financial statements include amounts based on informed estimates and
judgments of management for transactions that are not yet complete. Such estimates and judgments
affect the reported amounts in the financial statements. Those estimates and judgments that were
most critical to the preparation of the financial statements involved the determination of loss
reserves and the recoverability of related reinsurance recoverables. These estimates and
judgments, which are discussed in Item 7 of our 2006 Annual Report on Form 10-K as supplemented
within the following analysis of our results of operations, require the use of assumptions about
matters that are highly uncertain and therefore are subject to change as facts and circumstances
develop. If different estimates and judgments had been applied, materially different amounts might
have been reported in the financial statements.
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 $2.2 billion in the first nine months of 2007 and $738 million in the
third quarter compared with $1.9 billion and $604 million, respectively, in the
comparable periods of 2006. Net income in both years benefited from substantial
underwriting income in our property and casualty insurance business. |
|
|
|
|
Underwriting results were highly profitable in the first nine months and third
quarter of both 2007 and 2006 as evidenced by the combined loss and expense ratio of
82.6% and 81.6% in the respective 2007 periods and 84.5% and 85.5% in the respective
2006 periods. |
|
|
|
|
Total net premiums written decreased 2% in the first nine months and third quarter of
2007. Net premiums written in our insurance business increased 1% in the first nine
months of 2007 and were flat in the third quarter, reflecting our continued emphasis on
underwriting discipline in an increasingly competitive market environment. In the
reinsurance assumed business, net premiums written decreased 70% in the first nine
months of 2007 and 65% in the third quarter, reflecting our sale of the ongoing business
in December 2005. |
|
|
|
|
Property and casualty investment income after tax increased 9% in the first nine
months of 2007 and 10% in the third quarter, due to an increase in invested assets since
the third quarter of 2006 . For more information on this non-GAAP financial measure,
see Property and Casualty Insurance Investment Results. |
A summary of our consolidated net income is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods Ended September 30 |
|
|
|
Third Quarter |
|
|
Nine Months |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty Insurance |
|
$ |
973 |
|
|
$ |
806 |
|
|
$ |
2,815 |
|
|
$ |
2,498 |
|
Corporate and Other |
|
|
(43 |
) |
|
|
(13 |
) |
|
|
(108 |
) |
|
|
(67 |
) |
Realized Investment Gains |
|
|
117 |
|
|
|
38 |
|
|
|
328 |
|
|
|
186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Income Before Income Tax |
|
|
1,047 |
|
|
|
831 |
|
|
|
3,035 |
|
|
|
2,617 |
|
Federal and Foreign Income Tax |
|
|
309 |
|
|
|
227 |
|
|
|
878 |
|
|
|
743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Net Income |
|
$ |
738 |
|
|
$ |
604 |
|
|
$ |
2,157 |
|
|
$ |
1,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 16
Property and Casualty Insurance
A summary of the results of operations of our property and casualty insurance business is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods Ended September 30 |
|
|
|
Third Quarter |
|
|
Nine Months |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Premiums Written |
|
$ |
2,938 |
|
|
$ |
2,994 |
|
|
$ |
8,863 |
|
|
$ |
9,000 |
|
Decrease (Increase) in Unearned
Premiums |
|
|
40 |
|
|
|
(20 |
) |
|
|
64 |
|
|
|
(37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums Earned |
|
|
2,978 |
|
|
|
2,974 |
|
|
|
8,927 |
|
|
|
8,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and Loss Expenses |
|
|
1,541 |
|
|
|
1,687 |
|
|
|
4,693 |
|
|
|
4,984 |
|
Operating Costs and Expenses |
|
|
874 |
|
|
|
854 |
|
|
|
2,649 |
|
|
|
2,580 |
|
Increase in Deferred Policy
Acquisition Costs |
|
|
(11 |
) |
|
|
(11 |
) |
|
|
(64 |
) |
|
|
(40 |
) |
Dividends to Policyholders |
|
|
5 |
|
|
|
8 |
|
|
|
13 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Income |
|
|
569 |
|
|
|
436 |
|
|
|
1,636 |
|
|
|
1,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income Before Expenses |
|
|
413 |
|
|
|
375 |
|
|
|
1,201 |
|
|
|
1,100 |
|
Investment Expenses |
|
|
8 |
|
|
|
5 |
|
|
|
25 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income |
|
|
405 |
|
|
|
370 |
|
|
|
1,176 |
|
|
|
1,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Charges) |
|
|
(1 |
) |
|
|
|
|
|
|
3 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty Income Before Tax |
|
$ |
973 |
|
|
$ |
806 |
|
|
$ |
2,815 |
|
|
$ |
2,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Casualty Investment Income
After Tax |
|
$ |
324 |
|
|
$ |
295 |
|
|
$ |
942 |
|
|
$ |
862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and casualty income before tax was substantially higher in the first nine months and
third quarter of 2007 compared with the comparable periods of 2006. The increase was driven by
higher underwriting income, particularly in our specialty insurance business unit, as well as
higher investment income.
The profitability of the property and casualty insurance business depends on the results of
both underwriting operations and investments. We view these as two distinct operations 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 $8.9 billion in the first nine months of 2007 and $2.9 billion in
the third quarter, each representing a decrease of 2% compared with the comparable periods in 2006.
Net premiums written by business unit were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
|
Sept. 30 |
|
|
% Incr. |
|
|
Sept. 30 |
|
|
% Incr. |
|
|
|
2007 |
|
|
2006 |
|
|
(Decr.) |
|
|
2007 |
|
|
2006 |
|
|
(Decr.) |
|
|
|
(in millions) |
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal insurance |
|
$ |
2,792 |
|
|
$ |
2,639 |
|
|
|
6 |
% |
|
$ |
977 |
|
|
$ |
913 |
|
|
|
7 |
% |
Commercial insurance |
|
|
3,821 |
|
|
|
3,863 |
|
|
|
(1 |
) |
|
|
1,204 |
|
|
|
1,244 |
|
|
|
(3 |
) |
Specialty insurance |
|
|
2,150 |
|
|
|
2,167 |
|
|
|
(1 |
) |
|
|
726 |
|
|
|
748 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
8,763 |
|
|
|
8,669 |
|
|
|
1 |
|
|
|
2,907 |
|
|
|
2,905 |
|
|
|
|
|
Reinsurance assumed |
|
|
100 |
|
|
|
331 |
|
|
|
(70 |
) |
|
|
31 |
|
|
|
89 |
|
|
|
(65 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,863 |
|
|
$ |
9,000 |
|
|
|
(2 |
) |
|
$ |
2,938 |
|
|
$ |
2,994 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written from our insurance business increased 1% in the first nine months of 2007
and were flat in the third quarter compared with the comparable periods in 2006. Premiums in the
United States, which represent more than 75% of our insurance premiums, decreased by 1% in the
first nine months and 3% in the third quarter. Premiums outside the U.S. increased 8% in the first
nine months and 12% in the third quarter; in local currencies, such premiums grew 2% and 4%,
respectively.
The lack of overall growth in net premiums written in our insurance business reflected our
continued emphasis on underwriting discipline in an increasingly competitive market environment.
We were able to modestly increase premiums outside the United States due to selective initiatives,
particularly in our accident business. 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, we have begun to see fewer opportunities to write new business at
acceptable rates. We expect the increasingly competitive market environment to continue in the
fourth quarter based on trends we have seen so far this year as well as the customary year end
efforts by some competitors to meet growth targets.
Reinsurance assumed net premiums written decreased by 70% in the first nine months of 2007 and
65% in the third quarter compared with the same periods in 2006. The premium decline reflects the
sale of our ongoing reinsurance assumed business in December 2005.
Page 18
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 have generally remained steady in 2007, due in part to a relatively low
level of catastrophes in 2006. However, there continue to be capacity restrictions in some
segments of the marketplace.
The major components of our reinsurance program were up for renewal in April 2007. We did not
renew our casualty clash treaty as we believed the cost was not justified given the limited
capacity and terms available. The treaty had provided coverage of approximately 55% of losses
between $75 million and $150 million per insured event.
On our commercial property per risk treaty, we increased the reinsurance coverage at the top
of the program by $100 million. This treaty now provides approximately $500 million of coverage
per risk in excess of our $25 million retention.
The structure of our property catastrophe program for events in the United States was modified
but the overall coverage is similar to the previous program. The principal catastrophe treaty now
provides coverage of approximately 70% of losses (net of recoveries from other available
reinsurance) between $350 million and $1.3 billion, with additional coverage of 55% of losses
between $1.3 billion and $2.05 billion in the northeastern part of the country, where we have our
greatest concentration of catastrophe exposure.
We also purchased fully collateralized four-year reinsurance coverage for homeowners-related
losses sustained from qualifying hurricane loss events in the northeastern part of the United
States. This reinsurance was purchased from East Lane Re Ltd., a Cayman Islands reinsurance
company, which financed the provision of reinsurance through the issuance of $250 million in
catastrophe
bonds to investors under two separate bond tranches. This reinsurance provides coverage of
approximately 30% of covered losses between $1.3 billion and $2.05 billion.
We
purchase 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 the Fund limits our initial retention in Florida for homeowners
related losses to approximately $150 million.
Our property catastrophe treaty for events outside the United States was renewed with no
modification of its terms. The treaty provides coverage of approximately 90% of losses (net of
recoveries from other available reinsurance) between $75 million and $275 million.
Our property reinsurance treaties generally contain terrorism exclusions for acts perpetrated
by foreign terrorists.
Our overall reinsurance costs in the first nine months of 2007 were similar to those in the
same period of 2006. We do not expect the changes we made to our reinsurance program during 2007
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 nine months and third quarter
of 2007 and 2006. The combined loss and expense ratio for our overall property and casualty
business was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods Ended September 30 |
|
|
Nine Months |
|
Third Quarter |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio |
|
|
52.7 |
% |
|
|
55.8 |
% |
|
|
51.8 |
% |
|
|
56.9 |
% |
Expense ratio |
|
|
29.9 |
|
|
|
28.7 |
|
|
|
29.8 |
|
|
|
28.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio |
|
|
82.6 |
% |
|
|
84.5 |
% |
|
|
81.6 |
% |
|
|
85.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The loss ratio improved
in the first nine months and third quarter of 2007 compared with the
same periods in 2006, despite somewhat higher catastrophe losses. The loss ratio in all periods,
but particularly in 2007, 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 $249 million in the first nine months of 2007, which represented 2.8
percentage points of the combined ratio. Catastrophe losses of $145 million in the first nine
months of 2006 were offset in part by a $20 million reduction in previously accrued reinsurance
reinstatement premium costs in the first quarter related to Hurricane Katrina; the net impact
accounted for 1.4 percentage points of the combined ratio in the first nine months of 2006.
Catastrophe losses were $58 million in the third quarter of 2007, which represented 2.0 percentage
points of the combined ratio, compared with $44 million or 1.5 percentage points in the same period
in 2006.
Page 20
The expense ratio increased in the first nine months and third quarter of 2007 compared with
the same periods in 2006. The increase was primarily due to two factors. First, commissions were
higher due in large part to premium growth outside the United States in certain classes of business for which commission rates are high.
Second, other operating costs increased whereas net premiums written decreased.
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 will
be paid a percentage of written premiums on eligible lines of business in a calendar year based
upon their prior performance. We expect that the total guaranteed supplemental compensation payout
for 2007 will be substantially the same as the contingent commission payout for 2006. However, the
change in our commission arrangements has created a difference in the timing of expense
recognition, which results in a one-time benefit to income during the 2007 transition year. The
impact of the change in the first nine months and third quarter of 2007 was to increase deferred
policy acquisition costs by approximately $60 million and $20 million, respectively. 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 32% of premiums written in the
first nine months of 2007, increased by 6% in the first nine months of 2007 and 7% in the third
quarter compared with the same periods in 2006. Net premiums written for the classes of business
within the personal insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
|
Sept. 30 |
|
|
% Incr. |
|
|
Sept. 30 |
|
|
% Incr. |
|
|
|
2007 |
|
|
2006 |
|
|
(Decr.) |
|
|
2007 |
|
|
2006 |
|
|
(Decr.) |
|
|
|
(in millions) |
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile |
|
$ |
472 |
|
|
$ |
511 |
|
|
|
(8 |
)% |
|
$ |
161 |
|
|
$ |
174 |
|
|
|
(7 |
)% |
Homeowners |
|
|
1,831 |
|
|
|
1,706 |
|
|
|
7 |
|
|
|
657 |
|
|
|
609 |
|
|
|
8 |
|
Other |
|
|
489 |
|
|
|
422 |
|
|
|
16 |
|
|
|
159 |
|
|
|
130 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
$ |
2,792 |
|
|
$ |
2,639 |
|
|
|
6 |
|
|
$ |
977 |
|
|
$ |
913 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal automobile premiums decreased in the 2007 periods, due to a highly competitive U.S.
marketplace and the termination of a collector vehicle program. Personal automobile premiums
outside the U.S. increased slightly in the first nine months of 2007; however, the rate of growth
was significantly lower than in the prior year due in part to increased competition. Premium
growth in our homeowners business was due primarily to increased insurance-to-value. The in-force
policy count for this class was relatively flat during the first nine months of 2007. Our other
personal business includes insurance for
excess liability, yacht and accident coverages. The growth in this business was due to a
significant increase in accident premiums outside the United States, particularly in the third
quarter, and, to a lesser extent, increases in accident and excess liability premiums in the U.S.
Page 21
Our personal insurance business produced highly profitable underwriting results in the first
nine months and third quarter of 2007 and 2006. The combined loss and expense ratios for the
classes of business within the personal insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods Ended September 30 |
|
|
Nine Months |
|
Third Quarter |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile |
|
|
89.6 |
% |
|
|
89.6 |
% |
|
|
91.1 |
% |
|
|
93.1 |
% |
Homeowners |
|
|
77.2 |
|
|
|
74.3 |
|
|
|
76.8 |
|
|
|
76.6 |
|
Other |
|
|
95.3 |
|
|
|
95.3 |
|
|
|
99.0 |
|
|
|
102.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
|
82.6 |
% |
|
|
80.8 |
% |
|
|
83.3 |
% |
|
|
84.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our personal automobile business produced similarly profitable results in the first nine
months of 2007 and 2006. Results in both years benefited from lower claim frequency and modest
favorable prior year loss development.
Homeowners results were highly profitable in the first nine months and third quarter of 2007
and 2006. Results in both years reflected adequate pricing and a reduction in water damage
losses primarily as a result of policy wording changes related to mold coverage and loss
remediation measures that we have implemented over the past several years. Results were modestly
less profitable in the first nine months of 2007 compared with the same period in 2006 due
primarily to an increase in the severity of non-catastrophe claims, principally the result of
winter freeze losses. Catastrophe losses represented 7.4 percentage points of the combined ratio
for this class in the first nine months of 2007 and 8.0 percentage points in the third quarter
compared with 6.6 and 6.2 percentage points, respectively, in the comparable periods of 2006.
Other personal results were similarly profitable in the first nine months of 2007 and 2006.
Results in the third quarter of 2007 were near breakeven compared with modestly unprofitable results in the same period of 2006. Our accident business was
highly profitable in both years. Our yacht business was highly profitable in the first nine months
of both years; however, results in
the third quarter of 2007 were unprofitable due primarily to one large loss.
Our excess liability results were unprofitable in both years, but more so in 2006, due to
inadequate pricing and unfavorable loss development related to prior
accident years. Rates in 2007 have increased modestly and adverse
development has been less pronounced than in 2006.
Commercial Insurance
Net premiums written from commercial insurance, which represented 43% of our premiums written
in the first nine months of 2007, decreased by 1% in the first nine months of 2007 and 3% in the
third quarter compared with the same periods a year ago. Net premiums written for the classes of
business within the commercial insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
|
Sept. 30 |
|
|
% Incr. |
|
|
Sept. 30 |
|
|
% Incr. |
|
|
|
2007 |
|
|
2006 |
|
|
(Decr.) |
|
|
2007 |
|
|
2006 |
|
|
(Decr.) |
|
|
|
(in millions) |
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple peril |
|
$ |
926 |
|
|
$ |
968 |
|
|
|
(4 |
)% |
|
$ |
313 |
|
|
$ |
323 |
|
|
|
(3 |
)% |
Casualty |
|
|
1,300 |
|
|
|
1,303 |
|
|
|
|
|
|
|
403 |
|
|
|
408 |
|
|
|
(1 |
) |
Workers compensation |
|
|
686 |
|
|
|
694 |
|
|
|
(1 |
) |
|
|
205 |
|
|
|
222 |
|
|
|
(8 |
) |
Property and marine |
|
|
909 |
|
|
|
898 |
|
|
|
1 |
|
|
|
283 |
|
|
|
291 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
$ |
3,821 |
|
|
$ |
3,863 |
|
|
|
(1 |
) |
|
$ |
1,204 |
|
|
$ |
1,244 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 22
The slight decrease in premiums in our commercial insurance business in the first nine months
of 2007 was the result of an increasingly competitive marketplace. Also, property and marine
premiums in the first nine months of 2006 benefited from a $20 million reduction in previously
accrued reinsurance reinstatement premium costs in the first quarter related to Hurricane Katrina.
Overall, rates were down modestly in the first nine months of 2007 with certain classes of business
and geographic areas, such as non-catastrophe exposed property risks and large company risks,
experiencing more competitive pressure than others. Rate pressure increased in the third quarter
across all classes of business, particularly for new business. Retention levels remained strong,
comparable to those in the first nine months of 2006. New business volume in the first nine months
of 2007 was up from 2006 levels due to a few large accounts written in the first half of the year.
However, new business volume in the third quarter of 2007 was down from that in the comparable
period of 2006 as it has become more difficult to find new opportunities at acceptable rates. We
continued to maintain our underwriting discipline in the competitive market, renewing business and
writing new business only where we believe we are securing acceptable rates and appropriate terms
and conditions for the exposures. We expect the increasingly competitive market to continue for
the remainder of 2007.
Our commercial insurance business produced highly profitable underwriting results in the first
nine months of 2007 and 2006, but more so in 2006. Results in the third quarter were similarly
profitable in both years. The combined loss and expense ratios for the classes of business within
the commercial insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods Ended September 30 |
|
|
Nine Months |
|
Third Quarter |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple peril |
|
|
81.1 |
% |
|
|
77.5 |
% |
|
|
73.4 |
% |
|
|
81.9 |
% |
Casualty |
|
|
95.1 |
|
|
|
94.7 |
|
|
|
98.4 |
|
|
|
97.3 |
|
Workers compensation |
|
|
76.0 |
|
|
|
81.3 |
|
|
|
79.4 |
|
|
|
81.2 |
|
Property and marine |
|
|
85.4 |
|
|
|
73.6 |
|
|
|
79.5 |
|
|
|
74.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
85.9 |
% |
|
|
83.2 |
% |
|
|
84.4 |
% |
|
|
85.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The less profitable results in the first nine months of 2007 were due in large part to the
impact of catastrophes, particularly in the property and marine classes. The impact of
catastrophes accounted for only 0.6 of a percentage point of the combined ratio for the commercial
insurance segment in the first nine months of 2006 compared with 3.0 percentage points in the same
period of 2007. Excluding the impact of catastrophes, commercial insurance results were similarly
profitable in the first nine months of 2007 and 2006, as favorable loss experience mitigated the
margin compression from the lower rates over the past few years. Results in both years benefited
from better terms and conditions and disciplined risk selection in recent years as well as low
non-catastrophe property losses.
Multiple peril results were highly profitable in the first nine months and third quarter of
2007 and 2006. Results in both years benefited from very favorable loss experience, particularly
in the property component of this business. Catastrophe losses represented 2.5 percentage points
of the combined ratio for this class in the first nine months of 2007, compared with 3.8 percentage
points in the corresponding period of 2006. Catastrophe losses were negligible in the third
quarter of 2007, whereas they represented 2.8 percentage points of the combined ratio in the same
period of 2006.
Page 23
Our casualty business produced similarly profitable results in the first nine months of 2007
and 2006 and in the third quarter of both years. The automobile component of this business was
highly profitable in both years, but more so in 2006. The primary liability component was profitable in the first
nine months of both years, but more so in 2007. Results in the third quarter of 2006 were
unprofitable due to several large losses related to prior accident years. The excess liability
component produced profitable results in 2007 compared with unprofitable results in 2006. Excess
liability results in 2007 benefited from favorable prior year loss development, whereas results in
2006 were adversely affected by unfavorable development related to older accident years. Casualty
results in the first nine months and third quarter of 2007 were adversely affected by incurred
losses of $63 million and $20 million, respectively, related to asbestos and toxic waste claims.
Our analysis of these exposures resulted in an increase in our estimate of the ultimate liabilities
for a small number of our insureds. There were no such losses in the comparable 2006 periods.
Workers compensation results were highly profitable in the first nine months and third
quarter of 2007 and 2006, but more so in 2007. Results in 2007 were favorably impacted by
favorable loss development related to prior accident years, largely due to the positive effect of
reforms in California. Results in both years benefited from our disciplined risk selection during
the past several years.
Property and marine results were highly profitable in the first nine months and third quarter
of both years. However, results in the 2007 periods were less profitable due to the impact of
catastrophes. Catastrophe losses represented 9.6 percentage points of the combined ratio for this
class in the first nine months of 2007, whereas catastrophes had a 2.0 percentage point favorable
impact on the combined ratio in the same period of 2006. The favorable impact of catastrophes in
2006 resulted from the $20 million reduction in previously accrued reinsurance reinstatement
premium costs in the first quarter related to Hurricane Katrina. Catastrophe losses represented
1.7 percentage points of the combined ratio in the third quarter of 2007 compared with a 1.1
percentage point favorable impact in the same period of 2006.
Excluding the impact of catastrophes, the combined ratio was 75.8% in the first nine months of 2007
and 77.8% in the third quarter compared with 75.6% and 75.4% in the respective 2006 periods.
Results in both years benefited from few large non-catastrophe losses.
Specialty Insurance
Net premiums written from specialty insurance, which represented 24% of our premiums written
in the first nine months of 2007, decreased by 1% in the first nine months of 2007 and 3% in the
third quarter compared with the same periods a year ago. Net premiums written for the classes of
business within the specialty insurance segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
|
Sept. 30 |
|
|
% Incr. |
|
|
Sept. 30 |
|
|
% Incr. |
|
|
|
2007 |
|
|
2006 |
|
|
(Decr.) |
|
|
2007 |
|
|
2006 |
|
|
(Decr.) |
|
|
|
(in millions) |
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
Professional liability |
|
$ |
1,893 |
|
|
$ |
1,942 |
|
|
|
(3 |
)% |
|
$ |
647 |
|
|
$ |
671 |
|
|
|
(4 |
)% |
Surety |
|
|
257 |
|
|
|
225 |
|
|
|
14 |
|
|
|
79 |
|
|
|
77 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
$ |
2,150 |
|
|
$ |
2,167 |
|
|
|
(1 |
) |
|
$ |
726 |
|
|
$ |
748 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 24
The decrease in premiums in the professional liability classes was due to the increasingly
competitive pressure on rates, particularly in the directors and officers liability component, and
our commitment to maintain underwriting discipline in this environment. Rates for professional
liability classes other than directors and officers liability, which had been relatively stable
over the last few years, have also trended downward during 2007. Retention levels in the
professional liability classes remained strong in the first nine months of 2007. Excluding the
impact on retention levels in 2006 of the 2005 sale of the renewal rights on our hospital
professional liability and managed care errors and omissions business, retention levels in the
first nine months of 2007 were similar to those in the same period of 2006. New business volume in
2007 was lower than in 2006. We continued to get what we believe are acceptable rates and
appropriate terms and conditions on both new business and renewals. We expect the increasingly
competitive market to continue for the balance of 2007.
The significant growth in net premiums written for our surety business in the first nine
months of 2007 was due primarily to a strong public sector construction economy. However, growth
slowed progressively in the second and third quarters due in part to a more competitive rate
environment. We expect this trend to continue throughout the remainder of the year.
Our specialty insurance business produced significantly more profitable underwriting results
in the first nine months and third quarter of 2007 compared with the same periods in 2006. The
combined loss and expense ratios for the classes of business within the specialty insurance segment
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods Ended September 30 |
|
|
Nine Months |
|
Third Quarter |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
Professional liability |
|
|
83.7 |
% |
|
|
92.8 |
% |
|
|
81.8 |
% |
|
|
91.0 |
% |
Surety |
|
|
31.5 |
|
|
|
45.1 |
|
|
|
30.8 |
|
|
|
39.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
|
78.3 |
% |
|
|
88.7 |
% |
|
|
76.3 |
% |
|
|
86.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our professional liability business produced highly profitable results in the first nine
months and third quarter of 2007 compared with profitable results in the same periods of 2006. The
improvement in 2007 was the result of a higher amount of favorable loss development related to
prior accident years compared with the 2006 periods. Substantial favorable loss development
occurred in 2007 in the directors and officers liability, employment practices liability and
fiduciary liability components of this business due to the recognition of the increasingly
favorable loss trends we have been experiencing in recent years. These trends were largely the
result of a favorable business climate, lower policy limits and better terms and conditions. The
fidelity component of our professional liability business was highly profitable in the first nine
months and third quarter of both years due to favorable loss experience.
Surety results were highly profitable in the first nine months and third quarter of both 2007
and 2006. Our surety business tends to be characterized by infrequent but potentially high
severity losses.
Page 25
Reinsurance Assumed
Net premiums written from our reinsurance assumed business, which represented 1% of premiums
written in the first nine months of 2007, decreased by 70% in the first nine months of 2007 and 65%
in the third quarter compared with the same periods in 2006. This significant decrease in premiums
was expected in light of the sale in December 2005 of our ongoing reinsurance assumed business,
including renewal rights, to Harbor Point Limited. Harbor Point has the right for a transition
period of up to two years to underwrite specific reinsurance business on our behalf. We retain a
portion of such business and cede the balance to Harbor Point.
Our reinsurance assumed business was highly profitable in the first nine months of 2007
compared with profitable results in the same period of 2006. Results were highly profitable in the
third quarter of both years. Results in the first nine months of 2007 and in the third quarter of
both years benefited from significant favorable loss development related to prior accident years.
Terrorism Risk and Legislation
The Terrorism Risk Insurance Act (TRIA), which is discussed in Item 7 of our 2006 Annual
Report on Form 10-K, established a temporary program under which the U.S. federal government will
share the risk of loss from certain acts of international terrorism with the insurance industry.
The program is scheduled to terminate on December 31, 2007. While the provisions of TRIA would
serve to mitigate our exposure in the event of a large-scale terrorist attack, our deductible is
substantial, approximating $1 billion in 2007.
It now appears reasonably likely that Congress will reauthorize a modified version of TRIA for
periods subsequent to December 31, 2007. Regardless of whether or not TRIA is extended, we will
continue to manage this type of catastrophic risk by monitoring terrorism risk aggregations.
Nevertheless, given the unpredictability of the targets, frequency and severity of potential
terrorist events as well as the very limited terrorism reinsurance coverage available in the
market, the occurrence of any such events could have a material adverse effect on the Corporations
results of operations, financial condition or liquidity.
Regulatory Developments
To promote and distribute our insurance products, we rely on independent brokers and agents.
Accordingly, our business is dependent on the willingness of these brokers and agents to recommend
our products to their customers. Prior to 2007, we had agreements in place with certain insurance
agents and brokers under which, in addition to the standard commissions that we pay, we agreed to
pay commissions that were contingent on the volume and/or the profitability of business placed with
us.
Page 26
We have been involved in the investigations of certain business practices in the property and
casualty insurance industry by various Attorneys General and other regulatory authorities of
several states, the U.S. Securities and Exchange Commission, the U.S. Attorney for the Southern
District of New York and certain
non-U.S. regulatory authorities with respect to, among other things,
(1) potential conflicts of interest and anti-competitive behavior arising from
the payment of contingent commissions to brokers and agents and (2) loss
mitigation and finite reinsurance arrangements. In connection with these investigations, we have
received subpoenas and other requests for information from various regulators. We have been
cooperating fully with these investigations. In December 2006, we settled with the Attorneys
General of New York, Connecticut and Illinois all issues arising out of their investigations. As
part of this settlement, we agreed to implement certain business reforms, including discontinuing
the payment of contingent commissions in the United States on all insurance lines beginning in
2007. In August 2007, the Attorney General of Ohio filed an action against us, as well as several
other insurers and one broker, as a result of the Ohio Attorney Generals business practices
investigation. Although no other Attorney General or regulator has
initiated an action against us, it is possible
that such an action may be brought against us with respect to some
or all of the issues that are the focus of these ongoing investigations.
As noted above, in lieu of paying contingent commissions, beginning in 2007, we have
implemented a new guaranteed supplemental compensation program for agents and brokers in the United
States with whom we previously had contingent commission agreements. We do not believe that our
payment of guaranteed
supplemental compensation in lieu of contingent commissions or any of the other business reforms
that we are implementing will have a material adverse effect on the Corporations business, results
of operations or financial condition.
Chubb and certain of its subsidiaries have been named in various legal proceedings brought by
private plaintiffs and the Ohio Attorney General arising out of the investigations into certain
business practices in the property and casualty insurance industry. These legal proceedings are
further described in Note (6) of the Notes to Consolidated Financial Statements.
We cannot predict at this time the ultimate outcome of the ongoing investigations and legal
proceedings referred to above, including any potential amounts that we may be required to pay in
connection with them.
A number of states have announced that they are looking at compensation arrangements in the
insurance industry and are considering regulatory action or reform in this area. Such actions or
reforms range in nature from disclosure requirements to prohibition of certain forms of
compensation to imposition of
new duties on agents, brokers or insurance companies in dealing with customers. Such actions or
reforms, if adopted, could have an impact on our ability to renew business or write new business.
Page 27
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 as well as estimates of the expenses associated
with processing and settling all reported and unreported claims, less estimates of anticipated
salvage and
subrogation recoveries. Estimates are based upon past loss experience modified
for current trends as well as prevailing economic, legal and social conditions. Our loss reserves
are not discounted to present value.
We regularly review our loss reserves using a variety of actuarial techniques. We update the
reserve estimates as historical loss experience develops, additional claims are reported and/or
settled and new information becomes available. Any changes in estimates are reflected in operating
results in the period in which the estimates are changed.
Our gross case and incurred but not reported (IBNR) loss reserves and related reinsurance
recoverable by class of business were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
Gross Loss Reserves |
|
|
Reinsurance |
|
|
Loss |
|
September 30, 2007 |
|
Case |
|
|
IBNR |
|
|
Total |
|
|
Recoverable |
|
|
Reserves |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
Personal insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile |
|
$ |
246 |
|
|
$ |
191 |
|
|
$ |
437 |
|
|
$ |
15 |
|
|
$ |
422 |
|
Homeowners |
|
|
421 |
|
|
|
297 |
|
|
|
718 |
|
|
|
42 |
|
|
|
676 |
|
Other |
|
|
432 |
|
|
|
523 |
|
|
|
955 |
|
|
|
237 |
|
|
|
718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
|
1,099 |
|
|
|
1,011 |
|
|
|
2,110 |
|
|
|
294 |
|
|
|
1,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple peril |
|
|
657 |
|
|
|
998 |
|
|
|
1,655 |
|
|
|
52 |
|
|
|
1,603 |
|
Casualty |
|
|
1,753 |
|
|
|
4,180 |
|
|
|
5,933 |
|
|
|
420 |
|
|
|
5,513 |
|
Workers compensation |
|
|
822 |
|
|
|
1,308 |
|
|
|
2,130 |
|
|
|
289 |
|
|
|
1,841 |
|
Property and marine |
|
|
846 |
|
|
|
419 |
|
|
|
1,265 |
|
|
|
559 |
|
|
|
706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
4,078 |
|
|
|
6,905 |
|
|
|
10,983 |
|
|
|
1,320 |
|
|
|
9,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional liability |
|
|
2,062 |
|
|
|
6,043 |
|
|
|
8,105 |
|
|
|
598 |
|
|
|
7,507 |
|
Surety |
|
|
18 |
|
|
|
57 |
|
|
|
75 |
|
|
|
18 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
|
2,080 |
|
|
|
6,100 |
|
|
|
8,180 |
|
|
|
616 |
|
|
|
7,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
7,257 |
|
|
|
14,016 |
|
|
|
21,273 |
|
|
|
2,230 |
|
|
|
19,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
397 |
|
|
|
998 |
|
|
|
1,395 |
|
|
|
194 |
|
|
|
1,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,654 |
|
|
$ |
15,014 |
|
|
$ |
22,668 |
|
|
$ |
2,424 |
|
|
$ |
20,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
Gross Loss Reserves |
|
|
Reinsurance |
|
|
Loss |
|
December 31, 2006 |
|
Case |
|
|
IBNR |
|
|
Total |
|
|
Recoverable |
|
|
Reserves |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
Personal insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile |
|
$ |
261 |
|
|
$ |
178 |
|
|
$ |
439 |
|
|
$ |
14 |
|
|
$ |
425 |
|
Homeowners |
|
|
421 |
|
|
|
298 |
|
|
|
719 |
|
|
|
54 |
|
|
|
665 |
|
Other |
|
|
443 |
|
|
|
459 |
|
|
|
902 |
|
|
|
245 |
|
|
|
657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total personal |
|
|
1,125 |
|
|
|
935 |
|
|
|
2,060 |
|
|
|
313 |
|
|
|
1,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple peril |
|
|
702 |
|
|
|
965 |
|
|
|
1,667 |
|
|
|
74 |
|
|
|
1,593 |
|
Casualty |
|
|
1,668 |
|
|
|
3,922 |
|
|
|
5,590 |
|
|
|
377 |
|
|
|
5,213 |
|
Workers compensation |
|
|
827 |
|
|
|
1,223 |
|
|
|
2,050 |
|
|
|
310 |
|
|
|
1,740 |
|
Property and marine |
|
|
821 |
|
|
|
393 |
|
|
|
1,214 |
|
|
|
536 |
|
|
|
678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
4,018 |
|
|
|
6,503 |
|
|
|
10,521 |
|
|
|
1,297 |
|
|
|
9,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional liability |
|
|
2,542 |
|
|
|
5,598 |
|
|
|
8,140 |
|
|
|
852 |
|
|
|
7,288 |
|
Surety |
|
|
22 |
|
|
|
56 |
|
|
|
78 |
|
|
|
19 |
|
|
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total specialty |
|
|
2,564 |
|
|
|
5,654 |
|
|
|
8,218 |
|
|
|
871 |
|
|
|
7,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total insurance |
|
|
7,707 |
|
|
|
13,092 |
|
|
|
20,799 |
|
|
|
2,481 |
|
|
|
18,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance assumed |
|
|
464 |
|
|
|
1,030 |
|
|
|
1,494 |
|
|
|
113 |
|
|
|
1,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,171 |
|
|
$ |
14,122 |
|
|
$ |
22,293 |
|
|
$ |
2,594 |
|
|
$ |
19,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss reserves, net of reinsurance recoverable, increased by $545 million during the first nine
months of 2007. Loss reserves related to our insurance business increased by $725 million,
including approximately $200 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 $180 million.
Gross case reserves related to our insurance business decreased by $450 million due to
generally low reported loss activity as well as settlements related to previously existing case
reserves, particularly in the professional liability classes. The decrease in reinsurance
recoverable in the professional liability classes was due primarily to the discontinuation of the
professional liability per risk treaty in 2005 and the settlement of claims related to older
accident years.
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 September 30, 2007 were
adequate to cover claims for losses that had occurred as of that date, including both those known
to us and those yet to be reported. However, as discussed in Item 7 of our 2006 Annual Report on
Form 10-K, there are significant uncertainties inherent in the loss reserving process. It is
therefore possible that managements estimate of the ultimate liability for losses that had
occurred as of September 30, 2007 may change, which could have a material effect on the
Corporations results of operations and financial condition.
Page 29
Because loss reserve estimates are subject to the outcome of future events, changes in
estimates are unavoidable given that loss trends vary 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 $480 million
during the first nine months of 2007 compared with favorable prior year development of about $155
million in the comparable period of 2006.
The favorable development in the first nine months of 2007 was primarily in the professional
liability classes, due to the favorable loss trends in
recent years, and in the short tail homeowners and commercial
property classes, largely related to
the 2006 accident year. We also experienced significant favorable development in the run-off of
our reinsurance assumed business, due primarily to better than expected reported loss activity from
cedants, and in the workers compensation class, due primarily to the positive effect of
reforms in California. The favorable development in the first nine months of 2006 was primarily in
the short tail homeowners and commercial property classes and in the professional liability
classes, offset in part by adverse development in the commercial liability classes.
Investment Results
Property and casualty investment income before taxes increased by 9% in both the first nine
months and the third quarter of 2007 compared with the same periods in 2006. Growth was due to an
increase in invested assets since the third quarter of 2006. The increase in invested assets was
due to substantial cash flow from operations over the period.
The effective tax rate on investment income was 19.9% in the first nine months of both 2007
and 2006. While similar in these periods, the effective tax rate does fluctuate 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 9% in the first
nine months of 2007 and 10% in the third quarter. The after-tax annualized yield on the investment
portfolio that supports the property and casualty insurance business was 3.47% and 3.48% in the
first nine months of 2007 and 2006, 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 real
estate and other non-insurance subsidiaries.
Page 30
Corporate and other produced a loss before taxes of $108 million in the first nine months of
2007 compared with a loss of $67 million in the same period
in 2006. The higher loss in 2007 was due primarily to higher interest expense as a result of the
issuance of $1.8 billion of new debt during the first half of 2007. The higher interest expense
was only partially offset by an increase in
investment income as a substantial portion of the proceeds from the issuance of the debt was used
to repurchase Chubbs common stock.
Realized Investment Gains and Losses
Net investment gains realized were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Periods Ended September 30 |
|
|
|
Third Quarter |
|
|
Nine Months |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
Net realized gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
$ |
39 |
|
|
$ |
9 |
|
|
$ |
83 |
|
|
$ |
29 |
|
Fixed maturities |
|
|
(13 |
) |
|
|
(5 |
) |
|
|
(32 |
) |
|
|
(9 |
) |
Other invested assets |
|
|
98 |
|
|
|
34 |
|
|
|
288 |
|
|
|
176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124 |
|
|
|
38 |
|
|
|
339 |
|
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other than temporary
impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
7 |
|
|
|
|
|
|
|
11 |
|
|
|
7 |
|
Fixed maturities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
11 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains
before tax |
|
$ |
117 |
|
|
$ |
38 |
|
|
$ |
328 |
|
|
$ |
186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains
after tax |
|
$ |
76 |
|
|
$ |
25 |
|
|
$ |
213 |
|
|
$ |
121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net realized gains on other invested assets represent our share of changes in the
estimated fair value of limited partnerships in which we have an
interest, based on valuations provided to us by the manager of each
partnership. As a result of the timing of our receipt of valuation data from the
investment managers, our net realized gains relating to these
investments are 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.
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.
Page 31
Capital Resources
Capital resources provide protection for policyholders, furnish the financial strength to
support the business of underwriting insurance risks and
facilitate continued business growth. At September 30, 2007, the Corporation had shareholders
equity of $14.2 billion and total debt of $4.1 billion.
At December 31, 2006, Executive Risk Capital Trust, wholly owned by Chubb Executive Risk Inc.,
which in turn is wholly owned by Chubb, had outstanding $125 million of 8.675% capital securities.
The sole assets of the Trust were
debentures issued by Chubb Executive Risk. The capital securities were subject to mandatory
redemption in 2027 upon repayment of the debentures. The capital securities were also subject to
mandatory redemption in certain other specified circumstances beginning in 2007. On February 1,
2007, the debentures were repaid and the Trust redeemed the capital securities at a price that
included a make-whole premium of $5 million in the aggregate.
In March 2007, Chubb issued $1.0 billion of unsecured junior subordinated capital securities.
The capital securities will become due on April 15, 2037, the scheduled maturity date, but only to
the extent that Chubb has received sufficient net proceeds from the sale of certain qualifying
capital securities. Chubb must use its commercially reasonable efforts, subject to certain market
disruption events, to sell enough qualifying capital securities to permit repayment of the capital
securities on the scheduled maturity date or as soon thereafter as possible. Any remaining
outstanding principal amount will be due on March 29, 2067, the final maturity date. The capital
securities bear interest at a fixed rate of 6.375% through April 14, 2017. Thereafter, the capital
securities will bear interest at a rate equal to the three-month LIBOR rate plus 2.25%. Subject to
certain conditions, Chubb has the right to defer the payment of interest on the capital securities
for a period not exceeding ten consecutive years. During any such period, interest will continue
to accrue and
Chubb generally may not declare or pay any dividends on or purchase any shares of its capital
stock. The net proceeds have been used to repurchase shares of our common stock.
In connection with the issuance of the capital securities, Chubb entered into a replacement
capital covenant in which it agreed that it will not repay, redeem or purchase the capital
securities before March 29, 2047, unless, subject to certain limitations, it has received proceeds
from the sale of replacement
capital securities, as defined. Subject to the replacement capital covenant, the capital
securities may be redeemed, in whole or in part, at any time on or after April 15, 2017 at a
redemption price equal to the principal amount plus any accrued interest or prior to April 15, 2017
at a redemption price equal to the greater of (i) the principal amount or (ii) a make-whole amount,
in each case plus any accrued interest.
In May 2007, Chubb issued $800 million of unsecured 6% senior notes due in 2037. We intend to
use $675 million of the net proceeds to refinance certain indebtedness that will mature in November
and December 2007. The remainder of the net proceeds replaces cash utilized earlier this year to
repay the $125 million of 8.675% capital securities referred to above.
Page 32
Management regularly monitors the Corporations capital resources. In connection with our
long-term capital strategy, Chubb from time to time contributes capital to its property and
casualty subsidiaries. In addition, in
order to satisfy capital needs as a result of any rating agency capital adequacy or other future
rating issues, or in the event we were to need additional capital to make strategic investments in
light of market opportunities, we may take a variety of actions, which could include the issuance
of additional debt and/or equity securities.
In December 2006, the Board of Directors authorized the repurchase of up to 20,000,000 shares
of Chubbs common stock. In March 2007, the Board of Directors authorized an increase of
20,000,000 shares to the December 2006 authorization. The authorization has no expiration date.
During the first nine months of 2007, we repurchased 31,919,816 shares of Chubbs common stock
in open market transactions at a cost of $1,659 million. As of September 30, 2007, there were
7,926,122 shares remaining to be purchased under the current share repurchase authorization. We
expect to repurchase all of the shares remaining under the authorization by the end of 2007,
subject to market conditions.
Ratings
Chubb and its insurance subsidiaries are rated by major rating agencies. These ratings
reflect the rating agencys opinion of our financial strength, operating performance, strategic
position and ability to meet our obligations to policyholders.
Ratings are an important factor in establishing our competitive position in the insurance
markets. There can be no assurance that our ratings will
continue for any given period of time or that they will not be changed.
It is possible that one or more of the rating agencies may raise or lower our existing ratings
in the future. If our ratings were downgraded, we might incur higher borrowing costs and might
have more limited means to access capital. In addition, a downgrade in our financial strength
ratings could adversely affect the competitive position of our insurance operations, including a
possible reduction in demand for our products in certain markets.
Liquidity
Liquidity is a measure of 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.
Page 33
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 $1.8 billion in the first nine months of
both 2007 and 2006.
Our property and casualty subsidiaries maintain investments in highly liquid, short-term
marketable securities. Accordingly, we do not anticipate selling long-term fixed maturity
investments to meet any liquidity needs.
Chubbs liquidity requirements primarily include the payment of dividends to shareholders and
interest and principal on debt obligations. The declaration and payment of future dividends to
Chubbs shareholders will be at the
discretion of Chubbs Board of Directors and will depend upon many factors, including our operating
results, financial condition, capital requirements and any regulatory constraints.
As a holding company, Chubbs ability to continue to pay dividends to shareholders and to
satisfy its debt obligations relies on the availability of liquid assets, which is dependent in
large part on the dividend paying ability of its property and casualty subsidiaries. Our property
and casualty subsidiaries are subject to laws and regulations in the jurisdictions in which they
operate that restrict the amount of dividends they may pay without the prior approval of regulatory
authorities. The restrictions are generally based on net income and on certain levels of
policyholders surplus as determined in accordance with statutory accounting practices. Dividends
in excess of such thresholds are considered extraordinary and require prior regulatory approval.
The maximum dividend distribution that may be made by the property and casualty subsidiaries to
Chubb during 2007 without prior approval is approximately $1.6 billion. During the first nine
months of 2007, these subsidiaries paid dividends to Chubb totaling $650 million.
Chubb has a revolving credit agreement with a group of banks that provides for up to $500
million of unsecured borrowings. The revolving credit facility had a termination date of June 22,
2010. In October 2007, the agreement was amended to extend the termination date to October 19,
2012. The terms of the amended agreement allow Chubb to elect in 2008 and again in 2009 to extend
the termination date of the agreement by an additional year. There have been no borrowings under
this agreement.
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 primarily with the objective of capital appreciation.
Page 34
In the first nine months of 2007, in our U.S. operations, we invested new cash primarily in
tax exempt bonds and taxable bonds, principally mortgage-backed securities. Our objective is to
achieve the appropriate mix of taxable and tax exempt securities in our portfolio to balance both
investment and tax strategies.
The unrealized appreciation before tax of investments carried at market value, which includes
fixed maturities classified as available-for-sale and
equity securities, was $599 million and $603 million at September 30, 2007 and December 31, 2006,
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.
Subsequent Event
In October 2007, southern California experienced a number of major wildfires. We estimate
that our losses from the wildfires, which will be reflected in our fourth quarter results, were
between $80 million and $90 million. While it is possible that our estimate of ultimate losses related to the
wildfires may change in the future, we do not expect that any such change would have a material
effect on the Corporations consolidated results of operations or financial condition.
Page 35
Item 4 Controls and Procedures
As of September 30, 2007, 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 September 30, 2007.
During the quarter ended September 30, 2007, new human resource and payroll systems and
related process changes were implemented by the Corporations third party service provider, which
materially affected the Corporations internal control over financial reporting. There were no
other changes in internal control over financial reporting during the quarter that have
materially affected, or are reasonably likely to materially affect, the Corporations internal
control over financial reporting.
Page 36
PART II. OTHER INFORMATION
Item 1 Legal Proceedings
As previously disclosed, 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 as defendants in a putative class action entitled In re Insurance Brokerage Antitrust
Litigation in the U.S. District Court for the District of New Jersey. This action, brought against
several brokers and insurers on behalf of a class of persons who purchased insurance through the
broker defendants, asserts claims under the Sherman Act and state law and the Racketeer Influenced
and Corrupt Organizations Act arising from the alleged unlawful use of contingent commission
agreements. Chubb and certain of its subsidiaries have also been named as defendants in two
putative class actions relating to allegations of unlawful use of contingent commission
arrangements that were originally filed in state court. The first was filed on February 16, 2005 in
Seminole County, Florida. The second was filed on May 17, 2005 in Essex County, Massachusetts.
Both cases were removed to federal court and then transferred by the Judicial Panel on
Multidistrict Litigation to the U.S. District Court for the District of New Jersey for
consolidation with In re Insurance Brokerage Antitrust Litigation. Since being transferred to the
District of New Jersey, the plaintiff in the former 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 In re Insurance Brokerage Antitrust Litigation in its entirety. In so doing, the
court dismissed the plaintiffs Sherman Act and Racketeer Influenced and Corrupt Organizations Act
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.
In December 2005, Chubb and certain of its subsidiaries were named as defendants in a putative
class action similar to In re Insurance Brokerage Antitrust Litigation. The action is pending in
the U.S. District Court for the District of New Jersey and has been assigned to the judge who is
presiding over In re Insurance Brokerage Antitrust Litigation. The complaint has never been served in this
matter. Separately, in April 2006, Chubb and one of its subsidiaries were named as defendants in
an action similar to In re Insurance Brokerage Antitrust Litigation. This action was filed in the
U.S. District Court for the Northern District of Georgia and subsequently was transferred by the
Judicial Panel on Multidistrict Litigation to the U.S. District Court for the District of New
Jersey and consolidated with 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 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 In re Insurance Brokerage
Antitrust Litigation. This action currently is stayed.
Page 37
On October 12, 2007, certain of Chubbs subsidiaries were named as defendants in an action
similar to In re Insurance Brokerage Antitrust Litigation. This action was filed in the U.S.
District Court for the Northern District of Georgia. This action has been identified to the
Judicial Panel on Multidistrict Litigation as a potential tag-along action to In re Insurance
Brokerage Antitrust Litigation. Chubb 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 In re Insurance Brokerage Antitrust Litigation.
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. The action
alleges violations of Ohios antitrust laws. The Corporations response to the Attorney Generals
complaint is due on November 16, 2007.
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. It is possible that the Corporation may become involved
in additional litigation of this sort.
Item 1A Risk Factors
Our business is subject to a number of risks, including those identified in Item 1A of our
2006 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission, that could
have a material effect on our business, results of operations, financial condition and/or liquidity
and that could cause our operating results to vary significantly from period to period. The risks
described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are not the only
risks we face. Additional risks and uncertainties not currently known to us or that we currently
deem to be immaterial also could have a material effect on our business, results of operations,
financial condition and/or liquidity.
Page 38
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes Chubbs stock repurchased each month in the quarter ended
September 30, 2007.
|
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
July 2007 |
|
|
2,891,000 |
|
|
$ |
53.22 |
|
|
|
2,891,000 |
|
|
|
15,228,361 |
|
August 2007 |
|
|
5,676,100 |
|
|
|
49.74 |
|
|
|
5,676,100 |
|
|
|
9,552,261 |
|
September 2007 |
|
|
1,626,139 |
|
|
|
51.03 |
|
|
|
1,626,139 |
|
|
|
7,926,122 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
10,193,239 |
|
|
|
50.93 |
|
|
|
10,193,239 |
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|
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(a) |
|
The stated amounts exclude 1,473 shares, 4,328 shares and 1,740 shares delivered to Chubb
during the months of July 2007, August 2007 and September 2007, 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 7, 2006, the Board of Directors authorized the repurchase of up to 20,000,000
shares of common stock. On March 21, 2007, the Board of Directors authorized an increase of
20,000,000 shares to the authorization approved in December 2006. The authorization has no
expiration date. |
Page 39
Item 6 Exhibits
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|
Exhibit |
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|
Number |
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Description |
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|
|
- Rule 13a-14(a)/15d-14(a) Certifications. |
31.1
|
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Certification by John D. Finnegan filed herewith.
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31.2
|
|
Certification by Michael OReilly filed herewith. |
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|
|
|
- Section 1350 Certifications. |
32.1
|
|
Certification by John D. Finnegan filed herewith.
|
32.2
|
|
Certification by Michael OReilly filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
The Chubb Corporation has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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THE CHUBB CORPORATION
(Registrant)
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|
|
By: |
/s/ Henry B. Schram |
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|
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Henry B. Schram |
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|
|
Senior Vice-President and Chief Accounting Officer |
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|
Date: November 8, 2007