FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________
FORM 11-K
for annual reports of employee stock repurchase savings and similar plans pursuant to section
15(d)of the securities exchange act of 1934
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the fiscal year ended December 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission file number 1-8661
A. |
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Full title of the plan: |
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capital accumulation plan of the chubb corporation, chubb & son inc. and
participating affiliates |
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B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
The Chubb Corporation (the Corporation)
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 07061-1615
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
i
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Employee Benefits Committee
Capital Accumulation Plan of The Chubb Corporation,
Chubb & Son Inc. and Participating Affiliates (the Plan)
We have audited the accompanying statements of net assets available for benefits of the Capital
Accumulation Plan of The Chubb Corporation, Chubb & Son Inc. and Participating Affiliates as of
December 31, 2007 and 2006 and the statement of changes in net assets available for benefits for
the year ended December 31, 2007. These financial statements are the responsibility of the Plans
administrators. Our responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the
changes in its net assets available for benefits for the year ended December 31, 2007 in conformity
with accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as
a whole. The accompanying supplemental Schedule of Assets (Held At End of Plans Year) is presented
for purposes of additional analysis and is not a required part of the financial statements but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plans administrators. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial statements taken as
a whole.
/s/ Mitchell & Titus LLP
New York, New York
June 23, 2008
1
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31 |
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2007 |
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2006 |
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Assets |
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Beneficial Interest in The Chubb Corporation |
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Master Trust (Notes 2 and 3) |
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$ |
1,719,749,739 |
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$ |
1,609,944,030 |
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Participant Loans |
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22,188,945 |
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21,921,539 |
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Employer Match Receivable |
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25,176,040 |
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22,903,576 |
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Net assets available for benefits reflecting all assets at
fair value |
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1,767,114,724 |
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1,654,769,145 |
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Adjustment from fair value to contract value for fully benefit
responsive guaranteed investment contracts |
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(952,872 |
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3,188,331 |
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Net assets available for benefits |
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$ |
1,766,161,852 |
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$ |
1,657,957,476 |
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See accompanying notes.
2
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year Ended |
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December 31, 2007 |
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Contributions |
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Employees: |
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Participants After-Tax |
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$ |
2,096,350 |
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Participants Pre-Tax |
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55,071,398 |
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Rollovers |
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3,934,680 |
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Total Employee Contributions |
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61,102,428 |
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Employer Match |
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25,176,040 |
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Total Contributions |
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86,278,468 |
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Investment Activities |
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Net investment gain allocated from The Chubb Corporation Master Trust (Note 3) |
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129,752,622 |
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Interest on participant loans |
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1,626,149 |
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Mutual fund settlement proceeds |
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551,473 |
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Total increase in net assets available for benefits derived from investment activities |
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131,930,244 |
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Deductions |
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Distributions to participants |
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109,927,277 |
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Administrative expenses |
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213,816 |
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Total deductions |
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110,141,093 |
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Net change during the year |
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108,067,619 |
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Transfers from other plans |
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136,757 |
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Net assets available for benefits at December 31, 2006 |
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1,657,957,476 |
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Net assets available for benefits at December 31, 2007 |
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$ |
1,766,161,852 |
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See accompanying notes
3
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
1. Plan Description
The following is an overall description of the Plan. The Plan is a defined contribution plan. The
Plan is sponsored by The Chubb Corporation (the Plan Sponsor, or Employer). More detailed
information may be obtained in the Plan document which is maintained by the Employee Benefits
Committee (the Plan Administrator).
Eligibility:
Generally, each eligible employee may fully participate in the Plan upon the first business day of
the calendar quarter following the completion of one year of service and the attainment of age 21,
or the completion of two years of service if under age 21. An eligible employee may make pre-tax
pay conversion contributions and/or post-tax contributions on the first day of the month following
a full calendar month of employment, but no employer matching contribution will be made until the
full participation requirements described above are satisfied.
Contributions:
Under the Plan, a participant may elect to have up to 25% of his or her salary otherwise due from
the Employer contributed to the Plan by such Employer on a pre-tax basis or after-tax basis. Pre-tax pay conversion contributions were subject to a
limitation of $15,500 for 2007. (This limitation remains unchanged for 2008.) A participants
pre-tax pay conversion contributions are generally matched by the Employer dollar for dollar up to
the first 4% of compensation (the employer matching contribution). In addition to a participants
pre-tax pay conversion contributions, a participant who attains at least age 50 by the end of the
plan year may elect to have part of his or her salary in excess of the limitation amount otherwise
due from the Employer contributed to the Plan by the Employer on a pre-tax basis (catch-up
contributions). Catch-up contributions were subject to a limitation of $5,000 for 2007. (This
limitation remains unchanged for 2008.) In addition, employees may make rollover contributions from
other qualified plans, certain annuity contracts, eligible government retirement plans and
individual retirement accounts or annuities that consist solely of eligible rollover contributions.
The Plan allows each participant the option of investing his or her own contributions, his or her
share of the employers matching contribution, and his or her account balance in several investment
options. The investment options are composed of investments in The Chubb Corporation common stock
fund, various mutual funds and a fixed income fund managed by an outside investment manager,
subject to the Plans guidelines. Participants may, subject to limitations, transfer their
investments between funds at their own request. The Chubb Stock Fund constitutes an employee stock
ownership plan, under which dividends may be paid and deducted by The Chubb Corporation.
Vesting:
A separate account is maintained for each participant. A participant is always 100% vested in the
portion of his or her account attributable to pre-tax pay conversion contributions and participant
after-tax contributions. Each participant employed on or prior to December 31, 1992 and until
December 31, 2001 has a 100% vested nonforfeitable interest in the employer matching contributions
(and earnings credited thereon) in his or her account. A participant hired after December 31, 1992
and until December 31, 2001 is required to complete five years of service in order to have a 100%
vested nonforfeitable interest in the employer matching contributions (and earnings credited
thereon) in his or her account. As of January 1, 2002, vesting is based on a six-year graded
schedule, except that vesting for participants employed as of December 31, 2001 shall be based on
the better of the previous five-year cliff vesting schedule or the six-year graded schedule.
Service with affiliated non-participating companies is credited in calculating participants
vesting and eligibility service. Forfeited balances of terminated participants nonvested accounts
are used to reduce future company contributions, restore formerly forfeited accounts of eligible
rehired employees, or pay plan expenses.
4
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
1. Plan Description (continued)
Distributions and Withdrawal of Contributions:
In certain circumstances, a participant may withdraw, from his or her account, an amount not
exceeding the aggregate current value of his or her own participant contributions, subject to
certain limitations. In the event of financial hardship, subject to limitations and penalties, an
active participant may withdraw certain amounts from his or her account. All withdrawals must be in
cash.
Loans:
Participants may borrow from their account balances a minimum of $1,000 up to a maximum equal to
the lesser of $50,000 or 50 percent of their vested account balances or annualized salary, subject
to limitations in the Plan. The loans are secured by the balance in the participants accounts and
bear interest at a rate which is equal to the prime rate as reported in The Wall Street Journal on
the last business day of the month preceding the valuation date on which the loan is made, rounded
up to the next whole integer, except that the rate shall not exceed the maximum rate permitted by
applicable law. Participant loans are valued at the unpaid principal balances, with maturities
ranging from one to five years or ten years in the case of the purchase of a residence. Principal
and interest are paid ratably on a self-amortizing basis through semi-monthly payroll deductions.
The outstanding principal amounts of any loans can be prepaid on any business day. In the event a
participant has a loan outstanding, various limitations exist on such participants rights to
receive further loans under the Plan.
Payment of Vested Benefits:
Upon retirement, the balance in a participants account is payable to him or her in a lump sum or
in installments over 5, 10 or 15 years or over a period equal to his or her life expectancy or to
the joint life expectancies of the participant and his or her spousal beneficiary. In addition to
these options, a participant may elect to defer the lump sum payment or the commencement of
installments until a time which is not later than the April 1 of the calendar year following the
calendar year in which the participant attains age 701/2. In the event of termination of employment
other than by reason of retirement, disability or death, a participant will receive the balance in
his or her separate account in a lump sum payment. However, if the value in the participants
account is greater than a certain limit, the participant may choose either to receive the lump sum
distribution or to maintain his or her account in the Plan until age 65, disability or death. If a
participant dies, before or after retirement or after termination, any remaining balance in his or
her account is paid to his or her estate or beneficiary under any of the following payment options:
(a) lump sum, (b) installments as elected by the participant prior to death, or (c) installment
payments as elected by the participants beneficiary.
Upon request, any lump sum distribution to a participant or his or her beneficiary from the Chubb
Stock Fund or the ESOP (Employee Stock Ownership Plan) Fund may be made in common stock of The
Chubb Corporation in lieu of cash payments.
2. Summary of Significant Accounting Policies
Basis of Presentation:
The accounting and financial reporting policies of the Plan are in accordance with accounting
principles generally accepted in the United States.
5
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
2. Summary of Significant Accounting Policies (continued)
Investment Valuation
The Chubb Master Trust (Master Trust) held the assets of the Plan, except for participant loans,
at December 31, 2007 and 2006
The Plans investments in the Master Trust are valued as follows:
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The Chubb Corporation common stock is valued at the last reported sales price on the last
business day of the calendar year. |
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Investment in registered investment companies are stated at fair value using the quoted
market price on the last business day of the Plan year |
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Investments in money market funds are valued at cost plus accrued interest which approximates fair value. |
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The Stable Value Portfolio (the Fund) invests in investment contracts issued by insurance
companies and other financial institutions, in fixed income securities as further described
below, and money market funds to provide daily liquidity. Some investment contracts are
structured solely as a general debt obligation of the issuer. These contracts provide for the
payment of a specified rate of interest to the portfolio and for the repayment of principal
when the contract matures. Other investment contracts (wrapper contracts) are purchased in
conjunction with an investment by the Fund in fixed income securities, which may include, but
is not limited to, U.S. Treasury and agency bonds, corporate bonds, mortgage-backed
securities, asset-backed securities, futures contracts, option contracts, swap agreements, and
bond funds. Contract value represents contributions to the fund plus interest accrued less
redemptions. The interest rates for the year ended December 31, 2007 ranged from 4.61 % to
4.91%. Generally, interest rates are reset quarterly or annually. However, some rates extend
through the maturity date of the contract. The average yields for the years ended December 31,
2007 and 2006 were 4.71% and 4.38%, respectively. Generally, these contracts are subject to
certain restrictions or penalties in the event of early withdrawal or liquidation. |
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Participant loans are valued at the unpaid principal balances |
The Stable Value Portfolio (Fully Benefit-Responsive Investment Contracts)
On December 29, 2006, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by
Certain Investment Companies Subject to the American Institute of Certified Public Accountants
(AICPA) Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans
(FSP). This FSP amends the guidance in AICPA Statement of Position 94-4, Reporting of Investment
Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans, with
respect to the definition of fully benefit- responsive and the presentation and disclosure of
fully benefit-responsive investment contracts. The Plan adopted this guidance for the December 31,
2006 financial statements.
The new FSP defines the use of investment contracts held by a defined-contribution plan are
required to be reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a defined-contribution plan
attributable to fully benefit-responsive investment contracts because contract value is the amount
participants would receive if they were to initiate permitted transactions under the terms of the
plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents an
adjustment to the value of the investment contracts from fair value to contract value. The
Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
6
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
2. Summary of Significant Accounting Policies (continued)
Security Transactions
Purchases and sales of securities are recorded on trade dates. Gains or losses on the sale of
securities are based on average cost.
Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual
basis.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ from those
estimates.
7
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
3. Investments in Master Trust
The Master Trust is managed by Fidelity Management Trust Company (the Trustee). Although the Plan
participants have the right to choose the investment fund(s) in which they want their accounts
invested, the Trustee has limited discretionary authority over the purchase and sale of the
underlying investments for certain of the investment funds, as specified in the Master Trust.
The Plans investments are in the Master Trust that was established for the investment of assets of
the Plan and The Chubb Corporation Employee Stock Ownership Plan (ESOP), which was merged into the
Plan effective October 29, 2004. At December 31, 2007 and 2006, the Plans interest in the net
assets of the Master Trust was 100%.
The following table presents the fair value of investments for the Master Trust at December 31,
2007 and 2006. Investments that represent 5% or more of the Master Trust investments as of December
31, 2007 and 2006 are separately identified.
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December 31 |
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2007 |
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2006 |
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Investments, at fair value |
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Fixed income securities: |
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Stable Value Portfolio |
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$ |
273,128,479 |
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$ |
261,440,406 |
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The Chubb Corporation common stock |
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419,860,595 |
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452,151,477 |
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Mutual funds: |
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Spartan U.S. Equity Index Fund |
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143,837,456 |
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143,583,979 |
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Fidelity Contrafund Fund |
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190,519,469 |
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160,051,058 |
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Fidelity Diversified International |
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131,801,416 |
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108,323,658 |
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Other |
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512,101,044 |
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445,473,561 |
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Subtotal |
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978,259,385 |
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857,432,256 |
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Money market funds |
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48,501,280 |
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38,919,891 |
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Total |
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$ |
1,719,749,739 |
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$ |
1,609,944,030 |
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8
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
3. Investments in Master Trust (continued)
Investment income for the Master Trust is as follows:
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Year ended |
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December 31 2007 |
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Net appreciation in fair value of investments determined by quoted market price: |
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The Chubb Corporation common stock |
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$ |
13,545,449 |
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Mutual funds |
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31,833,526 |
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Total net appreciation |
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45,378,975 |
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Interest and dividend income |
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84,373,647 |
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Net investment income to the Master Trust |
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$ |
129,752,622 |
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4. Income Tax Status
The Plan received a determination letter from the Internal Revenue Service dated June 6, 2003,
stating the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and,
therefore, the related trust is exempt from taxation. Subsequent to the issuances of the
determination letter, the Plan was amended. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan administrator believes the Plan
has been operating in compliance with applicable requirements of the Code. On January 31, 2008,
the Plan was filed with the Internal Revenue Service for a new determination letter pursuant to
Revenue Procedure 2007-44.
Participants currently pay no U.S. Federal income tax on contributing employer matching
contributions or income earned by the Trust. When a participant, or his/her beneficiary or estate,
receives a distribution under the Plan, the distribution is generally taxable. The tax treatment
of any distribution from the Trust depends on individual circumstances.
5. Plan Expenses
Unless paid by the Plan Sponsor, the Trustee pays the expenses of the Plan using Plan assets. For
2007 and 2006, the following expenses have been paid by the Plan: (a) taxes on the assets in the
Trust Fund or related income, (b) brokerage costs, (c) other expenses in connection with the
purchase and sale of assets by the managers of Funds, (d) fees paid for asset management and (e)
certain overhead expenses directly attributable to the administration of the Plan.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and those such changes could materially affect
the amounts reported in the statements of net assets available for benefits.
9
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
6. Risks and Uncertainties (continued)
The Plans exposure to a concentration of credit risk is limited by the diversification of
investments. Additionally, the investments within each fund election are further diversified into
various financial instruments, with the exception of the Chubb Stock Fund, which invests primarily
in The Chubb Corporation common stock. The Plans exposure to credit risk on guaranteed investment
contracts is limited to the fair value of the contracts with each counterparty.
7. Plan Termination
While the Plan Sponsor has not expressed any intent to terminate the Plan, the Plan Sponsor
reserves the right to amend, modify or terminate the Plan at any time. In the event of
termination, the value of Participants accounts will be paid in accordance with the provisions of
the Plan and the provisions of ERISA.
8. Difference Between Financial Statements and Form 5500
The net assets and change in net assets in the accompanying financial statements will differ from
the Form 5500 due to differences in the way Stable Value Fund contracts are presented.
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December 31 |
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2007 |
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2006 |
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Investment in Master Trust at fair value |
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$ |
1,719,749,739 |
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$ |
1,609,944,030 |
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Adjustment from fair value to contract value for fully benefit
responsive guaranteed investment contracts |
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(952,872 |
) |
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3,188,331 |
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Investment in Master Trust at contract value |
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$ |
1,718,796,867 |
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$ |
1,613,132,361 |
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9. Subsequent Events
The Plan was amended and restated, effective January 1, 2008. As part of the amendment and
restatement, the Plan was renamed the Capital Accumulation Plan of The Chubb Corporation, the 25%
deferral limitation was increased to 50%, and certain amendment authority was delegated down to the
Plan Administrator. Effective July 1, 2008, the Plan was amended to incorporate an automatic
enrollment feature for new hires and employees who never participated in the Plan. Additionally,
the Profit Sharing Committee was replaced by the Employee Benefits Committee as Plan Administrator.
10. Recent Accounting Pronouncements
In September 2006, the FASB issued Statement No. 157, Fair Value Measurement (FAS 157), which
establishes a framework for measuring fair value under U.S. generally accepted accounting
principles and expands disclosure about fair value measurements. FAS 157 is effective for financial
statements issued with fiscal years beginning after November 15, 2007. The Plans management does
not believe that the adoption of FAS 157 will have a material impact on the Plans financial
statements.
10
Capital Accumulation Plan of The Chubb Corporation,
Chubb & Son Inc. and Participating Affiliates
Schedule H, Line 4(i) Schedule of Assets (Held at End of Plans Year)
December 31, 2007
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Value |
Participant loans* |
|
$ |
22,188,945 |
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* |
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Interest rates range from 5% to 10% and mature in one to five years or ten years in the case of the purchase of a residence. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits
Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CAPITAL ACCUMULATION PLAN OF THE CHUBB CORPORATION, CHUBB & SON INC. and PARTICIPATING AFFILIATES |
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By: |
/s/ EILEEN GALLAGHER |
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Eileen Gallagher, Chairperson of the |
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Employee Benefits Committee |
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Dated: June 23, 2008
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EXHIBIT INDEX
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Exhibit 23.1 |
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Consent of Independent Registered Public Accounting Firm Mitchell & Titus LLP |
13