UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2014
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-8661
THE CHUBB CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY |
13-2595722 | |
(State or other jurisdiction of | (I. R. S. Employer | |
incorporation or organization) | Identification No.) | |
15 MOUNTAIN VIEW ROAD, WARREN, NEW JERSEY |
07059 | |
(Address of principal executive offices) | (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 ¨ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES þ | NO ¨ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ¨ | NO þ |
The number of shares of common stock outstanding as of June 30, 2014 was 240,483,744.
INDEX
Page 1
CONSOLIDATED STATEMENTS OF INCOME
PERIODS ENDED JUNE 30
(in millions)
Second Quarter | Six Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues |
||||||||||||||||
Premiums Earned |
$ | 3,064 | $ | 2,995 | $ | 6,093 | $ | 5,999 | ||||||||
Investment Income |
351 | 368 | 709 | 740 | ||||||||||||
Other Revenues |
2 | 9 | 5 | 12 | ||||||||||||
Realized Investment Gains (Losses), Net |
||||||||||||||||
Total Other-Than-Temporary Impairment Losses on Investments |
(5 | ) | (5 | ) | (5 | ) | (7 | ) | ||||||||
Other Realized Investment Gains, Net |
130 | 184 | 246 | 324 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Realized Investment Gains, Net |
125 | 179 | 241 | 317 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Revenues |
3,542 | 3,551 | 7,048 | 7,068 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Losses and Expenses |
||||||||||||||||
Losses and Loss Expenses |
1,792 | 1,694 | 3,637 | 3,262 | ||||||||||||
Amortization of Deferred Policy Acquisition Costs |
630 | 617 | 1,252 | 1,204 | ||||||||||||
Other Insurance Operating Costs and Expenses |
366 | 358 | 722 | 717 | ||||||||||||
Investment Expenses |
9 | 13 | 20 | 26 | ||||||||||||
Other Expenses |
5 | 11 | 10 | 17 | ||||||||||||
Corporate Expenses |
62 | 62 | 126 | 130 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Losses and Expenses |
2,864 | 2,755 | 5,767 | 5,356 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income Before Federal and Foreign Income Tax |
678 | 796 | 1,281 | 1,712 | ||||||||||||
Federal and Foreign Income Tax |
179 | 217 | 333 | 477 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income |
$ | 499 | $ | 579 | $ | 948 | $ | 1,235 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income Per Share |
||||||||||||||||
Basic |
$ | 2.03 | $ | 2.22 | $ | 3.84 | $ | 4.72 | ||||||||
Diluted |
2.03 | 2.21 | 3.83 | 4.69 | ||||||||||||
Dividends Declared Per Share |
.50 | .44 | 1.00 | .88 |
See Notes to Consolidated Financial Statements.
Page 2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
PERIODS ENDED JUNE 30
(in millions)
Second Quarter | Six Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net Income |
$ | 499 | $ | 579 | $ | 948 | $ | 1,235 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other Comprehensive Income (Loss), Net of Tax |
||||||||||||||||
Change in Unrealized Appreciation of Investments |
238 | (700 | ) | 473 | (696 | ) | ||||||||||
Change in Postretirement Benefit Costs Not Yet Recognized in Net Income |
5 | 14 | 11 | 31 | ||||||||||||
Foreign Currency Translation Gains (Losses) |
4 | 28 | (15 | ) | (22 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
247 | (658 | ) | 469 | (687 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive Income (Loss) |
$ | 746 | $ | (79 | ) | $ | 1,417 | $ | 548 | |||||||
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
Page 3
CONSOLIDATED BALANCE SHEETS
(in millions)
June 30 2014 |
December 31 2013 |
|||||||
Assets |
||||||||
Invested Assets |
||||||||
Short Term Investments |
$ | 1,845 | $ | 2,114 | ||||
Fixed Maturities (cost $36,313 and $35,959) |
38,062 | 37,091 | ||||||
Equity Securities (cost $1,106 and $1,057) |
1,969 | 1,810 | ||||||
Other Invested Assets |
1,595 | 1,598 | ||||||
|
|
|
|
|||||
TOTAL INVESTED ASSETS |
43,471 | 42,613 | ||||||
Cash |
55 | 52 | ||||||
Accrued Investment Income |
417 | 418 | ||||||
Premiums Receivable |
2,420 | 2,284 | ||||||
Reinsurance Recoverable on Unpaid Losses and Loss Expenses |
1,729 | 1,802 | ||||||
Prepaid Reinsurance Premiums |
278 | 290 | ||||||
Deferred Policy Acquisition Costs |
1,286 | 1,255 | ||||||
Deferred Income Tax |
| 47 | ||||||
Goodwill |
467 | 467 | ||||||
Other Assets |
1,317 | 1,205 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | 51,440 | $ | 50,433 | ||||
|
|
|
|
|||||
Liabilities |
||||||||
Unpaid Losses and Loss Expenses |
$ | 23,127 | $ | 23,146 | ||||
Unearned Premiums |
6,588 | 6,423 | ||||||
Long Term Debt |
3,300 | 3,300 | ||||||
Dividend Payable to Shareholders |
122 | 110 | ||||||
Deferred Income Tax |
259 | | ||||||
Accrued Expenses and Other Liabilities |
1,546 | 1,357 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES |
34,942 | 34,336 | ||||||
|
|
|
|
|||||
Shareholders Equity |
||||||||
Common Stock - $1 Par Value; 371,980,460 Shares |
372 | 372 | ||||||
Paid-In Surplus |
129 | 171 | ||||||
Retained Earnings |
22,604 | 21,902 | ||||||
Accumulated Other Comprehensive Income |
1,504 | 1,035 | ||||||
Treasury Stock, at Cost - 131,496,716 and 123,673,969 Shares |
(8,111 | ) | (7,383 | ) | ||||
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|
|
|
|||||
TOTAL SHAREHOLDERS EQUITY |
16,498 | 16,097 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 51,440 | $ | 50,433 | ||||
|
|
|
|
See Notes to Consolidated Financial Statements.
Page 4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
SIX MONTHS ENDED JUNE 30
(in millions)
2014 | 2013 | |||||||
Common Stock |
||||||||
Balance, Beginning of Year and End of Period |
$ | 372 | $ | 372 | ||||
|
|
|
|
|||||
Paid-In-Surplus |
||||||||
Balance, Beginning of Year |
171 | 178 | ||||||
Changes Related to Stock-Based Employee Compensation (includes tax benefit of $14 and $27) |
(42 | ) | (52 | ) | ||||
|
|
|
|
|||||
Balance, End of Period |
129 | 126 | ||||||
|
|
|
|
|||||
Retained Earnings |
||||||||
Balance, Beginning of Year |
21,902 | 20,009 | ||||||
Net Income |
948 | 1,235 | ||||||
Dividends Declared (per share $1.00 and $.88) |
(246 | ) | (229 | ) | ||||
|
|
|
|
|||||
Balance, End of Period |
22,604 | 21,015 | ||||||
|
|
|
|
|||||
Accumulated Other Comprehensive Income (Loss) |
||||||||
Unrealized Appreciation of Investments Including Unrealized Other-Than-Temporary Impairment Losses |
||||||||
Balance, Beginning of Year |
1,225 | 2,013 | ||||||
Change During Period, Net of Tax |
473 | (696 | ) | |||||
|
|
|
|
|||||
Balance, End of Period |
1,698 | 1,317 | ||||||
|
|
|
|
|||||
Postretirement Benefit Costs Not Yet Recognized in Net Income |
||||||||
Balance, Beginning of Year |
(253 | ) | (717 | ) | ||||
Change During Period, Net of Tax |
11 | 31 | ||||||
|
|
|
|
|||||
Balance, End of Period |
(242 | ) | (686 | ) | ||||
|
|
|
|
|||||
Foreign Currency Translation Gains |
||||||||
Balance, Beginning of Year |
63 | 135 | ||||||
Change During Period, Net of Tax |
(15 | ) | (22 | ) | ||||
|
|
|
|
|||||
Balance, End of Period |
48 | 113 | ||||||
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|
|
|
|||||
Accumulated Other Comprehensive Income, End of Period |
1,504 | 744 | ||||||
|
|
|
|
|||||
Treasury Stock, at Cost |
||||||||
Balance, Beginning of Year |
(7,383 | ) | (6,163 | ) | ||||
Repurchase of Shares |
(784 | ) | (649 | ) | ||||
Shares Issued Under Stock-Based Employee Compensation Plans |
56 | 78 | ||||||
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|
|
|
|||||
Balance, End of Period |
(8,111 | ) | (6,734 | ) | ||||
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|
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|
|||||
TOTAL SHAREHOLDERS EQUITY |
$ | 16,498 | $ | 15,523 | ||||
|
|
|
|
See Notes to Consolidated Financial Statements.
Page 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30
(in millions)
2014 | 2013 | |||||||
Cash Flows from Operating Activities |
||||||||
Net Income |
$ | 948 | $ | 1,235 | ||||
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities |
||||||||
Increase (Decrease) in Unpaid Losses and Loss Expenses, Net |
87 | (299 | ) | |||||
Increase in Unearned Premiums, Net |
192 | 158 | ||||||
Increase in Premiums Receivable |
(136 | ) | (130 | ) | ||||
Amortization of Premiums and Discounts on Fixed Maturities |
93 | 91 | ||||||
Depreciation |
27 | 28 | ||||||
Realized Investment Gains, Net |
(241 | ) | (317 | ) | ||||
Other, Net |
(192 | ) | (202 | ) | ||||
|
|
|
|
|||||
Net Cash Provided by Operating Activities |
778 | 564 | ||||||
|
|
|
|
|||||
Cash Flows from Investing Activities |
||||||||
Proceeds from Fixed Maturities |
||||||||
Sales |
2,377 | 1,138 | ||||||
Maturities, Calls and Redemptions |
2,067 | 2,353 | ||||||
Proceeds from Sales of Equity Securities |
136 | 273 | ||||||
Purchases of Fixed Maturities |
(4,884 | ) | (4,053 | ) | ||||
Purchases of Equity Securities |
(97 | ) | (92 | ) | ||||
Investments in Other Invested Assets, Net |
112 | 280 | ||||||
Decrease in Short Term Investments, Net |
259 | 514 | ||||||
Change in Receivable or Payable from Security Transactions Not Settled, Net |
278 | 165 | ||||||
Purchases of Property and Equipment, Net |
(26 | ) | (25 | ) | ||||
Other, Net |
(3 | ) | | |||||
|
|
|
|
|||||
Net Cash Provided by Investing Activities |
219 | 553 | ||||||
|
|
|
|
|||||
Cash Flows from Financing Activities |
||||||||
Repayment of Long Term Debt |
| (275 | ) | |||||
Decrease in Funds Held Under Deposit Contracts |
(1 | ) | (4 | ) | ||||
Proceeds from Issuance of Common Stock Under Stock-Based Employee Compensation Plans |
15 | 36 | ||||||
Repurchase of Shares |
(774 | ) | (634 | ) | ||||
Dividends Paid to Shareholders |
(234 | ) | (223 | ) | ||||
|
|
|
|
|||||
Net Cash Used in Financing Activities |
(994 | ) | (1,100 | ) | ||||
|
|
|
|
|||||
Net Increase in Cash |
3 | 17 | ||||||
Cash at Beginning of Year |
52 | 50 | ||||||
|
|
|
|
|||||
Cash at End of Period |
$ | 55 | $ | 67 | ||||
|
|
|
|
See Notes to Consolidated Financial Statements.
Page 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) General
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) 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 condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Notes to Consolidated Financial Statements included in the Corporations Annual Report on Form 10-K for the year ended December 31, 2013.
2) Invested Assets
(a) The amortized cost and fair value of fixed maturities and equity securities were as follows:
June 30, 2014 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Appreciation |
Gross Unrealized Depreciation |
Fair Value |
|||||||||||||
(in millions) | ||||||||||||||||
Fixed maturities |
||||||||||||||||
Tax exempt |
$ | 18,168 | $ | 1,088 | $ | 36 | $ | 19,220 | ||||||||
|
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|
|
|
|
|
|
|||||||||
Taxable |
||||||||||||||||
U.S. government and government agency and authority obligations |
1,245 | 43 | 2 | 1,286 | ||||||||||||
Corporate bonds |
8,809 | 405 | 20 | 9,194 | ||||||||||||
Foreign government and government agency obligations |
6,682 | 236 | 13 | 6,905 | ||||||||||||
Residential mortgage-backed securities |
229 | 22 | 1 | 250 | ||||||||||||
Commercial mortgage-backed securities |
1,180 | 28 | 1 | 1,207 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
18,145 | 734 | 37 | 18,842 | |||||||||||||
|
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|
|
|
|
|
|
|||||||||
Total fixed maturities |
$ | 36,313 | $ | 1,822 | $ | 73 | $ | 38,062 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity securities |
$ | 1,106 | $ | 878 | $ | 15 | $ | 1,969 | ||||||||
|
|
|
|
|
|
|
|
Page 7
December 31, 2013 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Appreciation |
Gross Unrealized Depreciation |
Fair Value |
|||||||||||||
(in millions) | ||||||||||||||||
Fixed maturities |
||||||||||||||||
Tax exempt |
$ | 17,808 | $ | 802 | $ | 189 | $ | 18,421 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Taxable |
||||||||||||||||
U.S. government and government agency and authority obligations |
784 | 27 | 9 | 802 | ||||||||||||
Corporate bonds |
9,032 | 370 | 88 | 9,314 | ||||||||||||
Foreign government and government agency obligations |
6,719 | 206 | 35 | 6,890 | ||||||||||||
Residential mortgage-backed securities |
277 | 23 | 1 | 299 | ||||||||||||
Commercial mortgage-backed securities |
1,339 | 29 | 3 | 1,365 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
18,151 | 655 | 136 | 18,670 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
$ | 35,959 | $ | 1,457 | $ | 325 | $ | 37,091 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity securities |
$ | 1,057 | $ | 756 | $ | 3 | $ | 1,810 | ||||||||
|
|
|
|
|
|
|
|
The fair value and amortized cost of fixed maturities at June 30, 2014 by contractual maturity were as follows:
Fair Value |
Amortized Cost |
|||||||
(in millions) | ||||||||
Due in one year or less |
$ | 1,967 | $ | 1,946 | ||||
Due after one year through five years |
14,182 | 13,577 | ||||||
Due after five years through ten years |
12,348 | 11,661 | ||||||
Due after ten years |
8,108 | 7,720 | ||||||
|
|
|
|
|||||
36,605 | 34,904 | |||||||
Residential mortgage-backed securities |
250 | 229 | ||||||
Commercial mortgage-backed securities |
1,207 | 1,180 | ||||||
|
|
|
|
|||||
$ | 38,062 | $ | 36,313 | |||||
|
|
|
|
Actual maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations.
The Corporations equity securities comprise a diversified portfolio of primarily U.S. publicly-traded common stocks.
The Corporation is involved in the normal course of business with variable interest entities (VIEs) primarily as a passive investor in residential mortgage-backed securities, commercial mortgage-backed securities and private equity limited partnerships issued by third party VIEs. The Corporation is not the primary beneficiary of these VIEs. The Corporations maximum exposure to loss with respect to these investments is limited to the investment carrying values included in the Corporations consolidated balance sheet and any unfunded partnership commitments.
Page 8
(b) The components of unrealized appreciation or depreciation, including unrealized other-than-temporary impairment losses, of investments carried at fair value were as follows:
June 30 2014 |
December 31 2013 |
|||||||
(in millions) | ||||||||
Fixed maturities |
||||||||
Gross unrealized appreciation |
$ | 1,822 | $ | 1,457 | ||||
Gross unrealized depreciation |
73 | 325 | ||||||
|
|
|
|
|||||
1,749 | 1,132 | |||||||
|
|
|
|
|||||
Equity securities |
||||||||
Gross unrealized appreciation |
878 | 756 | ||||||
Gross unrealized depreciation |
15 | 3 | ||||||
|
|
|
|
|||||
863 | 753 | |||||||
|
|
|
|
|||||
2,612 | 1,885 | |||||||
Deferred income tax liability |
914 | 660 | ||||||
|
|
|
|
|||||
$ | 1,698 | $ | 1,225 | |||||
|
|
|
|
The following table summarizes, for all investment securities in an unrealized loss position at June 30, 2014, the aggregate fair value and gross unrealized depreciation, including unrealized other-than-temporary impairment losses, by investment category and length of time that individual securities have continuously been in an unrealized loss position.
Less Than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Fair Value |
Gross Unrealized Depreciation |
Fair Value |
Gross Unrealized Depreciation |
Fair Value |
Gross Unrealized Depreciation |
|||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Fixed maturities |
||||||||||||||||||||||||
Tax exempt |
$ | 441 | $ | 5 | $ | 1,069 | $ | 31 | $ | 1,510 | $ | 36 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Taxable |
||||||||||||||||||||||||
U.S. government and government agency and authority obligations |
510 | | 36 | 2 | 546 | 2 | ||||||||||||||||||
Corporate bonds |
502 | 2 | 1,097 | 18 | 1,599 | 20 | ||||||||||||||||||
Foreign government and government agency obligations |
465 | 2 | 500 | 11 | 965 | 13 | ||||||||||||||||||
Residential mortgage-backed securities |
2 | | 6 | 1 | 8 | 1 | ||||||||||||||||||
Commercial mortgage-backed securities |
55 | | 40 | 1 | 95 | 1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
1,534 | 4 | 1,679 | 33 | 3,213 | 37 | |||||||||||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|||||||||||||
Total fixed maturities |
1,975 | 9 | 2,748 | 64 | 4,723 | 73 | ||||||||||||||||||
Equity securities |
62 | 15 | | | 62 | 15 | ||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 2,037 | $ | 24 | $ | 2,748 | $ | 64 | $ | 4,785 | $ | 88 | |||||||||||||
|
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Page 9
At June 30, 2014, approximately 570 individual fixed maturities and 10 individual equity securities were in an unrealized loss position. The Corporation does not have the intent to sell and it is not more likely than not that the Corporation will be required to sell these fixed maturities before the securities recover to their amortized cost value. In addition, the Corporation believes that none of the declines in the fair values of these fixed maturities relate to credit losses. The Corporation has the intent and ability to hold the equity securities in an unrealized loss position for a period of time sufficient to allow for the recovery of cost. The Corporation believes that none of the declines in the fair value of these fixed maturities and equity securities were other than temporary at June 30, 2014.
The following table summarizes, for all investment securities in an unrealized loss position at December 31, 2013, the aggregate fair value and gross unrealized depreciation, including unrealized other-than-temporary impairment losses, by investment category and length of time that individual securities have continuously been in an unrealized loss position.
Less Than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Fair Value |
Gross Unrealized Depreciation |
Fair Value |
Gross Unrealized Depreciation |
Fair Value |
Gross Unrealized Depreciation |
|||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Fixed maturities |
||||||||||||||||||||||||
Tax exempt |
$ | 3,417 | $ | 144 | $ | 307 | $ | 45 | $ | 3,724 | $ | 189 | ||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
Taxable |
||||||||||||||||||||||||
U.S. government and government agency and authority obligations |
213 | 6 | 35 | 3 | 248 | 9 | ||||||||||||||||||
Corporate bonds |
2,526 | 76 | 222 | 12 | 2,748 | 88 | ||||||||||||||||||
Foreign government and government agency obligations |
1,735 | 32 | 75 | 3 | 1,810 | 35 | ||||||||||||||||||
Residential mortgage-backed securities |
4 | | 14 | 1 | 18 | 1 | ||||||||||||||||||
Commercial mortgage-backed securities |
153 | 1 | 39 | 2 | 192 | 3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
4,631 | 115 | 385 | 21 | 5,016 | 136 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total fixed maturities |
8,048 | 259 | 692 | 66 | 8,740 | 325 | ||||||||||||||||||
Equity securities |
41 | 3 | | | 41 | 3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 8,089 | $ | 262 | $ | 692 | $ | 66 | $ | 8,781 | $ | 328 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Page 10
The change in unrealized appreciation or depreciation of investments carried at fair value, including the change in unrealized other-than-temporary impairment losses, was as follows:
Periods Ended June 30 | ||||||||||||||||
Second Quarter | Six Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in millions) | ||||||||||||||||
Change in unrealized appreciation of fixed maturities |
$ | 255 | $ (1,019 | ) | $ | 617 | $ | (1,215 | ) | |||||||
Change in unrealized appreciation of equity securities |
111 | (57 | ) | 110 | 145 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
366 | (1,076 | ) | 727 | (1,070 | ) | |||||||||||
Deferred income tax (credit) |
128 | (376 | ) | 254 | (374 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 238 | $ | (700 | ) | $ | 473 | $ | (696 | ) | |||||||
|
|
|
|
|
|
|
|
(c) Realized investment gains and losses were as follows:
Periods Ended June 30 | ||||||||||||||||
Second Quarter | Six Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in millions) | ||||||||||||||||
Fixed maturities |
||||||||||||||||
Gross realized gains |
$ | 69 | $ | 14 | $ | 77 | $ | 27 | ||||||||
Gross realized losses |
(17 | ) | (8 | ) | (28 | ) | (10 | ) | ||||||||
Other-than-temporary impairment losses |
(4 | ) | | (4 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
48 | 6 | 45 | 17 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity securities |
||||||||||||||||
Gross realized gains |
23 | 119 | 89 | 174 | ||||||||||||
Other-than-temporary impairment losses |
(1 | ) | (5 | ) | (1 | ) | (7 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
22 | 114 | 88 | 167 | |||||||||||||
|
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|
|
|
|
|
|
|||||||||
Other invested assets |
55 | 59 | 108 | 133 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 125 | $ | 179 | $ | 241 | $ | 317 | |||||||||
|
|
|
|
|
|
|
|
(d) As of June 30, 2014 and December 31, 2013, fixed maturities still held by the Corporation for which a portion of their other-than-temporary impairment losses were recognized in other comprehensive income had cumulative credit-related losses of $19 million and $20 million, respectively, recognized in net income.
Page 11
3) Comprehensive Income
Comprehensive income is defined as all changes in shareholders equity, except those arising from transactions with shareholders. Comprehensive income includes net income and other comprehensive income or loss, which for the Corporation consists of changes in unrealized appreciation or depreciation of investments carried at fair value, changes in unrealized other-than-temporary impairment losses of fixed maturities, changes in postretirement benefit costs not yet recognized in net income and changes in foreign currency translation gains or losses.
The components of other comprehensive income or loss were as follows:
Periods Ended June 30, 2014 | ||||||||||||||||||||||||
Second Quarter | Six Months | |||||||||||||||||||||||
Before Tax |
Income Tax |
Net of Tax |
Before Tax |
Income Tax |
Net of Tax |
|||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Net unrealized holding gains arising during the period |
$ | 436 | $ | 153 | $ | 283 | $ | 860 | $ | 301 | $ | 559 | ||||||||||||
Reclassification adjustment for net realized gains included in net income |
70 | 25 | 45 | 133 | 47 | 86 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net unrealized gains recognized in other comprehensive income |
366 | 128 | 238 | 727 | 254 | 473 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Reclassification adjustment for the amortization of net actuarial loss and prior service cost included in net income (a) |
(8 | ) | (3 | ) | (5 | ) | (17 | ) | (6 | ) | (11 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net change in postretirement benefit costs not yet recognized in net income |
8 | 3 | 5 | 17 | 6 | 11 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign currency translation gains (losses) |
6 | 2 | 4 | (22 | ) | (7 | ) | (15 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total other comprehensive income |
$ | 380 | $ | 133 | $ | 247 | $ | 722 | $ | 253 | $ | 469 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(a) Postretirement benefit costs recognized in net income during the period are included among several of the loss and expense components presented in the consolidated statements of income.
Page 12
Periods Ended June 30, 2013 | ||||||||||||||||||||||||
Second Quarter | Six Months | |||||||||||||||||||||||
Before Tax |
Income Tax |
Net of Tax |
Before Tax |
Income Tax |
Net of Tax |
|||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Net unrealized holding losses arising during the period |
$ | (956 | ) | $ | (334 | ) | $ | (622 | ) | $ | (886 | ) | $ | (310 | ) | $ | (576 | ) | ||||||
Reclassification adjustment for net realized gains included in net income |
120 | 42 | 78 | 184 | 64 | 120 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net unrealized losses recognized in other comprehensive loss |
(1,076 | ) | (376 | ) | (700 | ) | (1,070 | ) | (374 | ) | (696 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Postretirement benefit gain (loss) not yet recognized in net income arising during the period |
(1 | ) | (1 | ) | | 1 | | 1 | ||||||||||||||||
Reclassification adjustment for the amortization of net actuarial loss and prior service cost included in net income (a) |
(23 | ) | (9 | ) | (14 | ) | (47 | ) | (17 | ) | (30 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net change in postretirement benefit costs not yet recognized in net income |
22 | 8 | 14 | 48 | 17 | 31 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign currency translation gains (losses) |
42 | 14 | 28 | (35 | ) | (13 | ) | (22 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total other comprehensive loss |
$ | (1,012 | ) | $ | (354 | ) | $ | (658 | ) | $ | (1,057 | ) | $ | (370 | ) | $ | (687 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
(a) Postretirement benefit costs recognized in net income during the period are included among several of the loss and expense components presented in the consolidated statements of income.
4) Segments Information
The principal business of the Corporation is the sale of property and casualty insurance. The profitability of the property and casualty insurance business depends on the results of both underwriting operations and investments, which are viewed as two distinct operations. The underwriting operations are managed and evaluated separately from the investment function.
The property and casualty insurance subsidiaries 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 has been in runoff since the transfer of the ongoing reinsurance assumed business to a reinsurance company in 2005.
Corporate and other includes investment income earned on corporate invested assets, corporate expenses and the results of the Corporations non-insurance subsidiaries.
Page 13
Revenues and income before income tax of each operating segment were as follows:
Periods Ended June 30 | ||||||||||||||||
Second Quarter | Six Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in millions) | ||||||||||||||||
Revenues |
||||||||||||||||
Property and casualty insurance |
||||||||||||||||
Premiums earned |
||||||||||||||||
Personal insurance |
$ | 1,102 | $ | 1,050 | $ | 2,178 | $ | 2,081 | ||||||||
Commercial insurance |
1,305 | 1,299 | 2,605 | 2,607 | ||||||||||||
Specialty insurance |
656 | 645 | 1,309 | 1,311 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total insurance |
3,063 | 2,994 | 6,092 | 5,999 | ||||||||||||
Reinsurance assumed |
1 | 1 | 1 | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
3,064 | 2,995 | 6,093 | 5,999 | |||||||||||||
Investment income |
345 | 361 | 696 | 724 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total property and casualty insurance |
3,409 | 3,356 | 6,789 | 6,723 | ||||||||||||
Corporate and other |
8 | 16 | 18 | 28 | ||||||||||||
Realized investment gains, net |
125 | 179 | 241 | 317 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
$ | 3,542 | $ | 3,551 | $ | 7,048 | $ | 7,068 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) before income tax |
||||||||||||||||
Property and casualty insurance |
||||||||||||||||
Underwriting |
||||||||||||||||
Personal insurance |
$ | 45 | $ | 75 | $ | 47 | $ | 225 | ||||||||
Commercial insurance |
71 | 124 | 182 | 319 | ||||||||||||
Specialty insurance |
140 | 96 | 222 | 191 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total insurance |
256 | 295 | 451 | 735 | ||||||||||||
Reinsurance assumed |
1 | 6 | 1 | 10 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
257 | 301 | 452 | 745 | |||||||||||||
Increase in deferred policy acquisition costs |
21 | 16 | 34 | 57 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Underwriting income |
278 | 317 | 486 | 802 | ||||||||||||
Investment income |
336 | 349 | 677 | 700 | ||||||||||||
Other income (charges) |
(2 | ) | 9 | (4 | ) | 14 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total property and casualty insurance |
612 | 675 | 1,159 | 1,516 | ||||||||||||
Corporate and other |
(59 | ) | (58 | ) | (119 | ) | (121 | ) | ||||||||
Realized investment gains, net |
125 | 179 | 241 | 317 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total income before income tax |
$ | 678 | $ | 796 | $ | 1,281 | $ | 1,712 | ||||||||
|
|
|
|
|
|
|
|
Page 14
5) Fair Values of Financial Instruments
Fair values of financial instruments are determined by management using valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair values are generally measured using quoted prices in active markets for identical assets or liabilities or other inputs, such as quoted prices for similar assets or liabilities, that are observable either directly or indirectly. In those instances where observable inputs are not available, fair values are measured using unobservable inputs for the asset or liability. Unobservable inputs reflect the Corporations own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value estimates derived from unobservable inputs are affected by the assumptions used, including the discount rates and the estimated amounts and timing of future cash flows. The derived fair value estimates cannot be substantiated by comparison to independent markets and are not necessarily indicative of the amounts that would be realized in a current market exchange. Certain financial instruments, particularly insurance contracts, are excluded from fair value disclosure requirements.
The methods and assumptions used to estimate the fair values of financial instruments are as follows:
(i) | The carrying value of short term investments approximates fair value due to the short maturities of these investments. |
(ii) | Fair values of fixed maturities are determined by management, utilizing prices obtained from a third party, nationally recognized pricing service or, in the case of securities for which prices are not provided by a pricing service, from third party brokers. For fixed maturities that have quoted prices in active markets, market quotations are provided. For fixed maturities that do not trade on a daily basis, the pricing service and brokers provide fair value estimates using a variety of inputs including, but not limited to, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, reference data, prepayment rates and measures of volatility. Management reviews on an ongoing basis the reasonableness of the methodologies used by the relevant pricing service and brokers. In addition, management, using the prices received for the securities from the pricing service and brokers, determines the aggregate portfolio price performance and reviews it against applicable indices. If management believes that significant discrepancies exist, it will discuss these with the relevant pricing service or broker to resolve the discrepancies. |
(iii) | Fair values of equity securities are determined by management, utilizing quoted market prices. |
(iv) | Fair values of long term debt issued by Chubb are determined by management, utilizing prices obtained from a third party, nationally recognized pricing service. |
Page 15
The carrying values and fair values of financial instruments were as follows:
June 30, 2014 | December 31, 2013 | |||||||||||||||
Carrying Value |
Fair Value |
Carrying Value |
Fair Value |
|||||||||||||
(in millions) | ||||||||||||||||
Assets |
||||||||||||||||
Invested assets |
||||||||||||||||
Short term investments |
$ | 1,845 | $ | 1,845 | $ | 2,114 | $ | 2,114 | ||||||||
Fixed maturities |
38,062 | 38,062 | 37,091 | 37,091 | ||||||||||||
Equity securities |
1,969 | 1,969 | 1,810 | 1,810 | ||||||||||||
Liabilities |
||||||||||||||||
Long term debt |
3,300 | 3,989 | 3,300 | 3,806 |
At June 30, 2014 and December 31, 2013, a pricing service provided fair value amounts for approximately 99% of the Corporations fixed maturities. The prices obtained from a pricing service and brokers generally are non-binding, but are reflective of current market transactions in the applicable financial instruments.
At June 30, 2014 and December 31, 2013, the Corporation held an insignificant amount of financial instruments in its investment portfolio for which a lack of market liquidity impacted the determination of fair value.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:
Level 1 Unadjusted quoted prices in active markets for identical financial instruments.
Level 2 Other inputs that are observable for the financial instrument, either directly or indirectly.
Level 3 Significant unobservable inputs.
Page 16
The fair value of financial instruments categorized based upon the lowest level of input that was significant to the fair value measurement was as follows:
June 30, 2014 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(in millions) | ||||||||||||||||
Assets |
||||||||||||||||
Short term investments |
$ | 284 | $ | 1,561 | $ | | $ | 1,845 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Fixed maturities |
||||||||||||||||
Tax exempt |
| 19,216 | 4 | 19,220 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Taxable |
||||||||||||||||
U.S. government and government agency and authority obligations |
| 1,286 | | 1,286 | ||||||||||||
Corporate bonds |
| 9,066 | 128 | 9,194 | ||||||||||||
Foreign government and government agency obligations |
| 6,896 | 9 | 6,905 | ||||||||||||
Residential mortgage-backed securities |
| 246 | 4 | 250 | ||||||||||||
Commercial mortgage-backed securities |
| 1,196 | 11 | 1,207 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
| 18,690 | 152 | 18,842 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
| 37,906 | 156 | 38,062 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity securities |
1,963 | | 6 | 1,969 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 2,247 | $ | 39,467 | $ | 162 | $ | 41,876 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities |
||||||||||||||||
Long term debt |
$ | | $ | 3,989 | $ | | $ | 3,989 | ||||||||
|
|
|
|
|
|
|
|
Page 17
December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(in millions) | ||||||||||||||||
Assets |
||||||||||||||||
Short term investments |
$ | 399 | $ | 1,715 | $ | | $ | 2,114 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Fixed maturities |
||||||||||||||||
Tax exempt |
| 18,416 | 5 | 18,421 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Taxable |
||||||||||||||||
U.S. government and government agency and authority obligations |
| 802 | | 802 | ||||||||||||
Corporate bonds |
| 9,179 | 135 | 9,314 | ||||||||||||
Foreign government and government agency obligations |
| 6,881 | 9 | 6,890 | ||||||||||||
Residential mortgage-backed securities |
| 293 | 6 | 299 | ||||||||||||
Commercial mortgage-backed securities |
| 1,345 | 20 | 1,365 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
| 18,500 | 170 | 18,670 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fixed maturities |
| 36,916 | 175 | 37,091 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity securities |
1,803 | | 7 | 1,810 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 2,202 | $ | 38,631 | $ | 182 | $ | 41,015 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities |
||||||||||||||||
Long term debt |
$ | | $ | 3,806 | $ | | $ | 3,806 | ||||||||
|
|
|
|
|
|
|
|
Page 18
6) Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Periods Ended June 30 | ||||||||||||||||
Second Quarter | Six Months | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in millions, except for per share amounts) |
||||||||||||||||
Basic earnings per share: |
||||||||||||||||
Net income |
$ | 499 | $ | 579 | $ | 948 | $ | 1,235 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding |
245.7 | 260.5 | 247.1 | 261.9 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per share |
$ | 2.03 | $ | 2.22 | $ | 3.84 | $ | 4.72 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings per share: |
||||||||||||||||
Net income |
$ | 499 | $ | 579 | $ | 948 | $ | 1,235 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding |
245.7 | 260.5 | 247.1 | 261.9 | ||||||||||||
Additional shares from assumed issuance of shares under stock-based compensation awards |
.5 | 1.0 | .6 | 1.3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares and potential shares assumed outstanding for computing diluted earnings per share |
246.2 | 261.5 | 247.7 | 263.2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings per share |
$ | 2.03 | $ | 2.21 | $ | 3.83 | $ | 4.69 | ||||||||
|
|
|
|
|
|
|
|
Page 19
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 June 30, 2014 compared with December 31, 2013 and the results of operations for the six months and three months ended June 30, 2014 and 2013. 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, 2013.
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 market conditions in 2014, including premium volume, rate trends, the pricing environment and competition; the cost of our property reinsurance program in 2014; our loss reserve and reinsurance recoverable estimates; property and casualty investment income after taxes for the full year 2014; the repurchase of common stock under our share repurchase program; and our financial position, capital adequacy and funding of liquidity needs. Forward-looking statements frequently can be identified by words such as believe, expect, anticipate, intend, plan, will, may, should, could, would, likely, estimate, predict, potential, continue, or other similar expressions. 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 in our Annual Report on Form 10-K for the year ended December 31, 2013 and from time to time in our other public filings with the Securities and Exchange Commission and those associated with:
| global political, economic and market conditions, particularly in the jurisdictions in which we operate and/or invest, including: |
| changes in credit ratings, interest rates, market credit spreads and the performance of the financial markets; |
| currency fluctuations; |
| the effects of inflation; |
| changes in domestic and foreign laws, regulations and taxes; |
| changes in competition and pricing environments; |
| regional or general changes in asset valuations; |
| the inability to reinsure certain risks economically; and |
| changes in the litigation environment; |
| the effects of the outbreak or escalation of war or hostilities; |
| the occurrence of terrorist attacks, including any nuclear, biological, chemical or radiological events; |
Page 20
| 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 and attract new business at acceptable rates; |
| our expectations with respect to cash flow and investment income and with respect to other income; |
| the adequacy of our 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; and |
| the impact from the bankruptcy protection sought by various asbestos producers and other related businesses; |
| 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 or changes to our estimates (or the assessments of rating agencies and other third parties) of our potential exposure to such events; |
| the impact of economic factors on companies on whose behalf we have issued surety bonds, and in particular, on those companies that file for bankruptcy or otherwise experience deterioration in creditworthiness; |
| the effects of disclosures by, and investigations of, companies we insure, particularly with respect to our lines of business that have a longer time span, or tail, between the incidence of a loss and the settlement of the claim; |
| the impact of legislative, regulatory, judicial and similar developments on companies we insure, particularly with respect to our longer tail lines of business; |
| the impact of legislative, regulatory, judicial and similar developments on our business, including those relating to insurance industry reform, terrorism, catastrophes, the financial markets, solvency standards, capital requirements, accounting guidance and taxation; |
| any downgrade in our claims-paying, financial strength or other credit ratings; |
Page 21
| the ability of our subsidiaries to pay us dividends; |
| our plans to repurchase shares of our common stock, including as a result of changes in: |
| our financial position and financial results; |
| our capital position and/or capital adequacy levels required to maintain our existing ratings from independent rating agencies; |
| our share price; |
| investment opportunities; |
| opportunities to profitably grow our property and casualty insurance business; and |
| corporate and regulatory requirements; and |
| our ability to implement managements strategic plans and initiatives. |
Chubb assumes no obligation to update any forward-looking information set forth in this document, which speak as of the date hereof.
Critical Accounting Estimates and Judgments
The consolidated financial statements include amounts based on informed estimates and judgments of management for transactions that are not yet complete. Such estimates and judgments affect the reported amounts in the financial statements. Those estimates and judgments that were most critical to the preparation of the financial statements involved the determination of loss reserves and the recoverability of related reinsurance recoverables and the evaluation of whether a decline in value of any investment is temporary or other than temporary. These estimates and judgments, which are discussed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2013 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.
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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 $948 million in the first six months of 2014 and $499 million in the second quarter compared with $1.2 billion and $579 million, respectively, in the same periods of 2013. Net income was lower in the first six months and second quarter of 2014 compared with the same periods of 2013 due to lower operating income and, to a lesser extent, lower net realized investment gains. We define operating income as net income excluding realized investment gains and losses after tax. |
| Operating income was $792 million in the first six months of 2014 and $418 million in the second quarter compared with $1.0 billion and $463 million, respectively, in the same periods of 2013. The lower operating income in the 2014 periods was due primarily to lower underwriting income in our property and casualty insurance business, particularly in the first six months and, to a lesser extent, a decrease in property and casualty investment income. Management uses operating income, a non-GAAP financial measure, among other measures, to evaluate its performance because the realization of investment gains and losses in any period could be discretionary as to timing and can fluctuate significantly, which could distort the analysis of operating trends. |
| Underwriting results were profitable in the first six months of 2014 compared with highly profitable results in the same period of 2013. Underwriting results were highly profitable in the second quarter of both years. Our combined loss and expense ratio was 91.6% in the first six months of 2014 and 90.0% in the second quarter compared with 86.7% and 88.8% in the respective periods of 2013. Results were less profitable in the first six months of 2014 compared to the same period of 2013 due primarily to a higher current accident year loss ratio excluding catastrophes and, to a lesser extent, a higher impact of catastrophes and a lower amount of favorable prior year loss development. Results were less profitable in the second quarter of 2014 compared to the same period of 2013 due primarily to a higher current accident year loss ratio excluding catastrophes and, to a lesser extent, a lower amount of favorable prior year loss development, offset in part by a lower impact of catastrophes. The impact of catastrophes accounted for 5.7 percentage points of the combined ratio in the first six months of 2014 and 4.8 percentage points in the second quarter compared with 4.3 and 7.9 percentage points, respectively, in the same periods of 2013. |
| During the first six months and second quarter of 2014, we estimate that we experienced overall favorable prior year loss development of about $325 million and $165 million, respectively, on loss reserves established as of the previous year end. We estimate that during the first six months and second quarter of 2013, we experienced overall favorable prior year loss development of about $405 million and $215 million, respectively. In each period we experienced favorable prior year loss development in each segment of our insurance business. |
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| Total net premiums written increased by 2% in the first six months of 2014 and 4% in the second quarter compared with the same periods of 2013. Net premiums written in the United States increased by 4% in the first six months of 2014 and 5% in the second quarter. Net premiums written outside the United States decreased by 3% in the first six months of 2014 and increased by 1% in the second quarter in U.S. dollars. When measured in local currencies, such premiums were flat in the first six months of 2014 and increased modestly in the second quarter. |
| Property and casualty investment income after tax decreased by 4% in the first six months and second quarter of 2014 compared with the same periods of 2013, due to a decline in the average yield on our investment portfolio. Management uses property and casualty investment income after tax, a non-GAAP financial measure, to evaluate its investment results because it reflects the impact of any change in the proportion of tax exempt investment income to total investment income and is therefore more meaningful for analysis purposes than investment income before income tax. |
| Net realized investment gains before tax were $241 million ($156 million after tax) in the first six months of 2014 and $125 million ($81 million after tax) in the second quarter compared with $317 million ($206 million after tax) and $179 million ($116 million after tax), respectively, in the same periods of 2013. The net realized gains in the first six months of 2014 were primarily related to investments in limited partnerships, which generally are reported on a one quarter lag, sales of equity securities and, to a lesser extent, sales of fixed maturity securities. The net realized gains in the second quarter of 2014 were primarily related to investments in limited partnerships, sales of fixed maturity securities and, to a lesser extent, sales of equity securities. In the first six months and second quarter of 2013, net realized investment gains included the recognition of a gain in connection with the business combination of an issuer in which we held equity securities and warrants. The remaining net realized gains in the 2013 periods were primarily related to investments in limited partnerships and sales of equity securities. |
A summary of our consolidated net income is as follows:
Periods Ended June 30 | ||||||||||||||||
Six Months | Second Quarter | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in millions) | ||||||||||||||||
Property and casualty insurance |
$ | 1,159 | $ | 1,516 | $ | 612 | $ | 675 | ||||||||
Corporate and other |
(119 | ) | (121 | ) | (59 | ) | (58 | ) | ||||||||
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Consolidated operating income before income tax |
1,040 | 1,395 | 553 | 617 | ||||||||||||
Federal and foreign income tax |
248 | 366 | 135 | 154 | ||||||||||||
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Consolidated operating income |
792 | 1,029 | 418 | 463 | ||||||||||||
Realized investment gains after income tax |
156 | 206 | 81 | 116 | ||||||||||||
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Consolidated net income |
$ | 948 | $ | 1,235 | $ | 499 | $ | 579 | ||||||||
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Property and Casualty Insurance
A summary of the results of operations of our property and casualty insurance business is as follows:
Periods Ended June 30 | ||||||||||||||||
Six Months | Second Quarter | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in millions) | ||||||||||||||||
Underwriting |
||||||||||||||||
Net premiums written |
$ | 6,285 | $ | 6,157 | $ | 3,223 | $ | 3,100 | ||||||||
Increase in unearned premiums |
(192 | ) | (158 | ) | (159 | ) | (105 | ) | ||||||||
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Premiums earned |
6,093 | 5,999 | 3,064 | 2,995 | ||||||||||||
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Losses and loss expenses |
3,637 | 3,262 | 1,792 | 1,694 | ||||||||||||
Operating costs and expenses |
1,983 | 1,974 | 1,004 | 991 | ||||||||||||
Increase in deferred policy acquisition costs |
(34 | ) | (57 | ) | (21 | ) | (16 | ) | ||||||||
Dividends to policyholders |
21 | 18 | 11 | 9 | ||||||||||||
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Underwriting income |
486 | 802 | 278 | 317 | ||||||||||||
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Investments |
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Investment income before expenses |
696 | 724 | 345 | 361 | ||||||||||||
Investment expenses |
19 | 24 | 9 | 12 | ||||||||||||
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Investment income |
677 | 700 | 336 | 349 | ||||||||||||
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Other income (charges) |
(4 | ) | 14 | (2 | ) | 9 | ||||||||||
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Property and casualty income before tax |
$ | 1,159 | $ | 1,516 | $ | 612 | $ | 675 | ||||||||
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Property and casualty investment income after tax |
$ | 552 | $ | 574 | $ | 275 | $ | 286 | ||||||||
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Property and casualty income before tax was lower in the first six months and second quarter of 2014 compared with the same periods of 2013. The lower income in the 2014 periods was due to lower underwriting income, particularly in the first six months and, to a lesser extent, a decrease in investment income. The decrease in underwriting income in the first six months of 2014 compared with the same period of 2013 was primarily attributable to a higher current accident year loss ratio excluding catastrophes and, to a lesser extent, a higher impact of catastrophes and a lower amount of favorable prior year loss development. The decrease in underwriting income in the second quarter of 2014 compared with the same period of 2013 was due primarily to a higher current accident year loss ratio excluding catastrophes and, to a lesser extent, a lower amount of favorable prior year loss development, offset in part by a lower impact of catastrophes. The decrease in investment income in the first six months and second quarter of 2014 compared with the same periods of 2013 was due to a decline in the average yield on our investment portfolio.
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The profitability of our property and casualty insurance business depends on the results of both our underwriting and investment operations. We view these as two distinct operations since the underwriting functions are managed separately from the investment function. Accordingly, in assessing our performance, we evaluate underwriting results separately from investment results.
Underwriting Results
We evaluate the underwriting results of our property and casualty insurance business in the aggregate and for each of our business units.
Net Premiums Written
Net premiums written were $6.3 billion in the first six months of 2014 and $3.2 billion in the second quarter compared with $6.2 billion and $3.1 billion, respectively, in the same periods of 2013. Net premiums written by business unit were as follows:
Six Months Ended June 30 | Quarter Ended June 30 | |||||||||||||||||||||||
2014 | 2013 | % Incr. | 2014 | 2013 | % Incr. | |||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||
Personal insurance |
$ | 2,222 | $ | 2,141 | 4 | % | $ | 1,209 | $ | 1,154 | 5 | % | ||||||||||||
Commercial insurance |
2,783 | 2,759 | 1 | 1,358 | 1,319 | 3 | ||||||||||||||||||
Specialty insurance |
1,279 | 1,258 | 2 | 655 | 626 | 5 | ||||||||||||||||||
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Total insurance |
6,284 | 6,158 | 2 | 3,222 | 3,099 | 4 | ||||||||||||||||||
Reinsurance assumed |
1 | (1 | ) | * | 1 | 1 | * | |||||||||||||||||
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Total |
$ | 6,285 | $ | 6,157 | 2 | $ | 3,223 | $ | 3,100 | 4 | ||||||||||||||
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* | The change in net premiums written is not presented for this business unit since it is in runoff. |
Net premiums written increased by 2% in the first six months of 2014 and 4% in the second quarter compared with the same periods of 2013. Net premiums written in the United States, which represented 75% of our total net premiums written in the first six months of 2014, increased by 4% in the first six months of 2014 and 5% in the second quarter. Net premiums written outside the United States decreased by 3% in the first six months of 2014 and increased by 1% in the second quarter in U.S. dollars. When measured in local currencies, such premiums were flat in the first six months of 2014 and increased modestly in the second quarter.
We classify business as written in the United States or outside the United States based on the location of the risk associated with the underlying policies. The method of determining location of risk varies by class of business. Location of risk for property classes is typically based on the physical location of the covered property, while location of risk for liability classes may be based on the main location of the insured, or in the case of the workers compensation class, the primary work location of the covered employee.
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Growth in net premiums written in the United States in the first six months and second quarter of 2014 occurred in each segment of our business, with the most significant growth occurring in our personal insurance segment. Net premiums written in the United States increased modestly in the first six months and second quarter of 2014 in our commercial and specialty insurance segments. Growth in our personal insurance business in the first six months and second quarter of 2014 was attributable to higher rates upon renewal, higher insured exposures, strong retention of existing business, and new business. In the first six months and second quarter of 2014, net premiums written in our commercial insurance segment and our professional liability business, which is the predominant component of our specialty insurance segment, reflected higher rates, higher retention levels and an increase in new business compared with the same periods of 2013.
Average renewal rates for our personal insurance business in the United States were up modestly in the first six months and second quarter of 2014, driven particularly by our homeowners and excess liability classes of business. Retention levels in our personal insurance business in the United States remained strong in the first six months and second quarter of 2014. Average renewal rates in the first six months and second quarter of 2014 in the United States were up in both our commercial insurance and professional liability businesses, but more so in our professional liability business. The amounts of coverage purchased or the insured exposures, both of which are bases upon which we calculate the premiums we charge, were down slightly in our commercial insurance and professional liability businesses in the first six months and second quarter of 2014 compared with the same periods in 2013. We continued to retain a high percentage of our existing commercial insurance and professional liability business in the United States. Renewal retention levels in the first six months and second quarter of 2014 were modestly higher in our commercial insurance and professional liability businesses compared with those in the same periods of 2013. We continued to seek renewal rate increases in most of the classes within the commercial insurance and professional liability businesses and to take underwriting actions to improve profitability. As components of our business have approached rate adequacy due to pricing and underwriting actions over the last several years, the level of renewal rate increases has moderated and we have achieved higher retention levels. The level of new business in the United States was higher in both our commercial insurance and professional liability businesses in the first six months and second quarter of 2014 compared with the same periods of 2013.
Outside the United States, net premiums written decreased in each segment of our business in the first six months of 2014 compared with the same period of 2013. The most significant decrease occurred in our personal insurance segment driven by the effect of foreign currency translation. In the second quarter of 2014, increases in net premiums written outside the United States in our commercial and specialty insurance segments were partially offset by a decrease in our personal insurance segment. Net premiums written outside the United States excluding the effect of foreign currency translation were flat in each segment of our business in the first six months of 2014. Such premiums grew in the second quarter of 2014 in each segment of our business, but less so in the personal insurance segment.
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Net premiums written in our personal insurance business outside the United States in the first six months and second quarter of 2014 reflected a modest overall average renewal rate increase, driven by a significant increase in our automobile business. Average renewal rates outside the United States were up slightly in both our commercial insurance and our professional liability businesses in the first six months and second quarter of 2014. Retention levels outside the United States were about the same for our commercial insurance and professional liability businesses in the first six months and second quarter of 2014 compared with the same periods of 2013. For our commercial insurance business, the level of new business written outside the United States was flat in the first six months of 2014 and modestly higher in the second quarter compared with the same periods of 2013. For our professional liability business, the level of new business written outside the United States was modestly higher in the first six months and second quarter of 2014 compared with the same periods of 2013.
We expect our net premiums written for the full year 2014 will increase at a rate similar to or slightly higher than the rate in the first half of the year, with an insignificant impact from foreign currency translation, assuming average foreign currency to U.S. dollar exchange rates for the remainder of the year remain similar to June 30, 2014 levels. We expect that market conditions will remain competitive but that the positive pricing environment, particularly in the United States, will continue during the remainder of 2014. However, we expect that the average renewal rate increases achieved in some of our commercial and professional liability classes of business may be at levels below those achieved in recent years.
Ceded Reinsurance
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 reinsurance.
The most significant component of our ceded reinsurance program is property reinsurance. We purchase two main types of property reinsurance: catastrophe and property per risk.
For property risks in the United States and Canada we purchase traditional catastrophe reinsurance, including our primary treaty, which we refer to as our North American catastrophe treaty, as well as supplemental catastrophe reinsurance that provides additional coverage for our exposures in the northeast United States. For certain exposures in the United States, we have also arranged for the purchase of multiyear, collateralized reinsurance funded through the issuance of collateralized risk-linked securities, known as catastrophe bonds. For events outside the United States, we also purchase traditional catastrophe reinsurance.
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We renewed our primary traditional property catastrophe treaties and our commercial property per risk treaty in April 2014 with limit structures similar to the expiring treaties. Certain coverage provided under the North American catastrophe treaty was modestly enhanced. The supplemental catastrophe reinsurance that provides coverage for our exposures in the northeast United States was renewed in June 2014 on terms similar to the expiring coverage. In March 2014, we arranged for the purchase of reinsurance through the issuance of a catastrophe bond to replace the portion of a catastrophe bond that expired in March 2014.
The North American catastrophe treaty has an initial retention of $500 million and provides coverage for exposures in the United States and Canada of approximately 34% of losses (net of recoveries from other available reinsurance) between $500 million and $900 million and approximately 75% of losses (net of recoveries) between $900 million and $1.75 billion. For certain catastrophic events in the northeast United States or along the southern U.S. coastline, the combination of the North American catastrophe treaty, supplemental catastrophe reinsurance and/or the catastrophe bond arrangements provide additional coverages as discussed below.
The catastrophe bond arrangements provide reinsurance coverage for specific types of losses in specific geographic locations. They are generally designed to supplement coverage provided under the North American catastrophe treaty. We currently have three catastrophe bond arrangements in effect that expire between 2015 and 2018. We have a $250 million reinsurance arrangement that expires in March 2015 and a $270 million reinsurance arrangement that incepted in March 2014 and expires in March 2018. Both of these catastrophe bond arrangements provide coverage for our exposure to homeowners and commercial losses related to certain perils, including hurricanes, earthquakes, severe thunderstorms and winter storms in twelve states in the northeast United States and the District of Columbia. The $270 million reinsurance arrangement provides similar coverage for named storms in addition to hurricanes. We also have a $150 million reinsurance arrangement that expires in March 2016 that provides coverage for homeowners-related hurricane and severe thunderstorm losses in eight states along the southern U.S. coastline.
For the indicated catastrophic events in the northeast United States, the combination of the North American catastrophe treaty, the supplemental catastrophe reinsurance, and the $250 million and $270 million catastrophe bond arrangements provides additional coverage of approximately 63% of losses (net of recoveries from other available reinsurance) between $1.75 billion and $3.65 billion.
For hurricane and severe thunderstorm events along the southern U.S. coastline, the $150 million catastrophe bond arrangement provides additional coverage of approximately 50% of homeowners-related hurricane and severe thunderstorm losses (net of recoveries from other available reinsurance) between $855 million and $1.15 billion.
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For hurricane events in Florida, in addition to the coverage provided by the North American catastrophe treaty and the $150 million catastrophe bond arrangement discussed above, we have reinsurance from the Florida Hurricane Catastrophe Fund, which is a state-mandated fund designed to reimburse insurers for a portion of their residential catastrophic hurricane losses. Our participation in this program, for which the most recent annual period began on June 1, 2014, provides coverage of 90% of homeowners-related hurricane losses in Florida in excess of our initial retention of $160 million per event. Under the terms of the program, our aggregate recoveries during the annual coverage period are limited to approximately $385 million, based on our current level of participation.
Our primary property catastrophe treaty for events outside the United States, including Canada, provides coverage of approximately 75% of losses (net of recoveries from other available reinsurance) between $100 million and $350 million. For catastrophic events in Australia and Canada, additional reinsurance provides coverage of 80% of losses (net of recoveries from other available reinsurance) between $350 million and $475 million.
Our commercial property per risk treaty provides coverage for property exposures both inside and outside the United States. Depending upon the currency in which the covered insurance policy was issued, the treaty provides coverage per risk of approximately $565 million to $830 million in excess of our initial retention, which is generally between $25 million and $35 million.
In addition to our major property catastrophe and property per risk treaties, we purchase several smaller property treaties that provide coverage for specific classes of business or locations having concentrations of risk.
Recoveries under our property reinsurance treaties are subject to certain coinsurance requirements that affect the interaction of some elements of our reinsurance program.
Our property reinsurance treaties generally contain terrorism exclusions for acts perpetrated by foreign terrorists, and for nuclear, biological, chemical and radiological loss causes whether such acts are perpetrated by foreign or domestic terrorists.
The renewal rates associated with the North American catastrophe treaty, the catastrophe treaty that covers events outside the United States, the commercial property per risk treaty and the supplemental catastrophe reinsurance were lower than the rates for the expiring treaties. The costs related to the reinsurance purchased through the issuance of the catastrophe bond in March 2014 were also lower than those related to the expiring bond. We therefore expect that the overall cost of our property reinsurance program will be lower in 2014 than in 2013.
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Profitability
The combined loss and expense ratio (or combined 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 U.S. statutory accounting principles. It is the sum of the ratio of losses and loss expenses to premiums earned (loss ratio) and 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 U.S. property and casualty insurance companies differ in certain respects from generally accepted accounting principles in the United States (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, certain 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.
An accident year is the calendar year in which a loss occurs or, in the case of claims-made policies, the calendar year in which a loss is reported. The total losses and loss expenses incurred for a particular calendar year include current accident year losses and loss expenses as well as any increases or decreases to our estimates of losses and loss expenses that occurred in all prior accident years, which we refer to as prior year loss development.
Underwriting results were profitable in the first six months of 2014 compared with highly profitable results in the same period of 2013. Underwriting results were highly profitable in the second quarter of both years. The combined loss and expense ratio for our overall property and casualty business was as follows:
Periods Ended June 30 | ||||||||||||||||
Six Months | Second Quarter | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Loss ratio |
59.9 | % | 54.5 | % | 58.7 | % | 56.7 | % | ||||||||
Expense ratio |
31.7 | 32.2 | 31.3 | 32.1 | ||||||||||||
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Combined ratio |
91.6 | % | 86.7 | % | 90.0 | % | 88.8 | % | ||||||||
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The loss ratio was higher in the first six months of 2014 and modestly higher in the second quarter compared with the same periods of 2013. The higher loss ratio in the first six months of 2014 compared with the same period of 2013 was due primarily to a higher current accident year loss ratio excluding catastrophes and, to a lesser extent, a higher impact of catastrophes and a lower amount of favorable prior year loss development. The higher loss ratio in the second quarter of 2014 compared with the same period in 2013 was due primarily to a higher current accident year loss ratio excluding catastrophes and, to a lesser extent, a lower amount of favorable prior year loss development, offset in part by a lower impact of catastrophes. In our personal insurance segment, the current accident year loss ratio excluding catastrophes was significantly higher in the first six months and second quarter of 2014 compared with the same periods of 2013. The higher current accident year loss ratio excluding catastrophes in our personal insurance segment was driven by an increase in both fire losses and non-catastrophe weather-related losses in our homeowners business compared with the 2013 periods. The current accident year loss ratio excluding catastrophes for our commercial insurance segment was slightly higher in the first six months of 2014 and modestly higher in the second quarter compared with the same periods of 2013. The higher current accident year loss ratio excluding catastrophes of our commercial insurance segment in the second quarter of 2014 compared to the same period of 2013 was driven by an increase in large fire losses and non-catastrophe weather-related losses primarily in our property and marine business. The current accident year loss ratio of our specialty insurance segment was similar in the first six months of 2014 and 2013, and was modestly lower in the second quarter of 2014 compared to the same period in 2013. The ratio in the first six months of 2014 was adversely impacted by a single, substantial surety loss in the first quarter.
Our underwriting profitability in any given period will be affected by the impact of catastrophes in that period. We define a catastrophe as an event that is estimated to cause $25 million or more in industry-wide insured property losses and affects a significant number of policyholders and insurers.
The net impact of catastrophes in the first six months of 2014 was $345 million, which represented 5.7 percentage points of the combined ratio, compared with $255 million or 4.3 percentage points in the same period of 2013. The net impact of catastrophes in the second quarter of 2014 was $146 million, which represented 4.8 percentage points of the combined ratio, compared with $237 million or 7.9 percentage points in the same period of 2013. A significant portion of the catastrophe losses in the first six months of 2014 related to weather-related events in the United States, including a severe winter freeze event in the first quarter which affected a widespread area of the United States. A significant portion of the catastrophe losses in the first six months of 2013 related to several severe storms in the central United States, as well as flooding in southern Alberta, Canada, primarily in the second quarter.
Page 32
The individually significant events that contributed to catastrophe costs, including losses and any related reinsurance reinstatement premiums, during the first six months of 2014 and 2013 were as follows:
(in millions) | ||||
2014 |
||||
Winter freeze 17 states in the United States January 2014 |
$ | 130 | ||
Other events |
215 | |||
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Total |
$ | 345 | ||
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2013 |
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Flooding Alberta, Canada June 2013 |
$ | 85 | ||
Other events |
170 | |||
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Total |
$ | 255 | ||
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The net impact of catastrophes in the first six months and second quarter of 2014 reflected $8 million and $1 million, respectively, of favorable prior year loss development. This compares to favorable prior year loss development of $6 million and $3 million, respectively, in the same periods of 2013.
The expense ratio was slightly lower in the first six months and second quarter of 2014 compared with the same periods of 2013. The lower ratio in the 2014 periods was due primarily to a slight decrease in overhead expenses and an increase in net premiums written, offset in part by a slight increase in commissions.
Review of Underwriting Results by Business Unit
Personal Insurance
Net premiums written from personal insurance, which represented 36% of our premiums written in the first six months of 2014, increased by 4% in the first six months of 2014 and 5% in the second quarter compared with the same periods of 2013. Net premiums written for the classes of business within the personal insurance segment were as follows:
Six Months Ended June 30 | % Incr. | Quarter Ended June 30 | ||||||||||||||||||||||
2014 | 2013 | (Decr.) | 2014 | 2013 | % Incr. | |||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||
Automobile |
$ | 368 | $ | 371 | (1 | )% | $ | 195 | $ | 195 | | % | ||||||||||||
Homeowners |
1,358 | 1,304 | 4 | 766 | 734 | 4 | ||||||||||||||||||
Other |
496 | 466 | 6 | 248 | 225 | 10 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total personal |
$ | 2,222 | $ | 2,141 | 4 | $ | 1,209 | $ | 1,154 | 5 | ||||||||||||||
|
|
|
|
|
|
|
|
Page 33
The increase in net premiums written in our personal insurance business in the first six months and second quarter of 2014 was driven by growth inside the United States. Premium growth occurred in all classes of our personal insurance business in the first six months and second quarter of 2014 inside the United States. Net premiums written outside the United States decreased in the first six months and second quarter of 2014, due to the negative impact of foreign currency translation. The overall growth in our personal insurance business was attributable to higher rates upon renewal, higher insured exposures, strong retention of existing business, and new business. Net premiums written for our personal automobile business decreased slightly in the first six months of 2014 and were flat in the second quarter compared with the same periods of 2013, as growth in the United States was offset by a decline in premiums written outside the United States. The decrease in net premiums written outside the United States was due to the negative impact of foreign currency translation. Personal automobile premiums written outside the United States represent about 40% of our annual worldwide personal automobile business, with more than half written in Brazil. Premiums in our homeowners business increased modestly in the first six months and second quarter of 2014 compared with the same periods of 2013, driven by growth in the United States, reflecting higher renewal rates, increases in the values insured on existing policies, as well as strong retention. Homeowners premiums outside the United States decreased in the first six months and second quarter of 2014 compared with the same periods of 2013, due to the negative impact of foreign currency translation. Premiums from our other personal business, which includes accident and health, excess liability and yacht coverages, increased in the first six months and second quarter of 2014 compared with the same periods of 2013, driven by significant growth inside the United States. Premiums from our other personal business written outside the United States decreased in the first six months and second quarter of 2014 compared with the same periods of 2013. The decrease in both periods reflected the negative impact of foreign currency translation. Premiums from our accident and health business increased in the first six months and second quarter of 2014. The increase was more significant in the second quarter, driven by growth inside the United States. Accident and health premiums written outside the United States decreased in the first six months and second quarter of 2014. Premiums for our excess liability business, most of which is written in the United States, grew significantly in the first six months and second quarter of 2014.
Our personal insurance business produced profitable underwriting results in the first six months and second quarter of 2014 compared with highly profitable results in the same periods of 2013. The combined loss and expense ratios for the classes of business within the personal insurance segment were as follows:
Periods Ended June 30 | ||||||||||||||||
Six Months | Second Quarter | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Automobile |
98.5 | % | 94.7 | % | 95.6 | % | 95.3 | % | ||||||||
Homeowners |
98.3 | 84.5 | 92.2 | 86.9 | ||||||||||||
Other |
92.8 | 93.6 | 93.1 | 93.3 | ||||||||||||
Total personal |
97.2 | 88.2 | 92.7 | 89.6 |
Page 34
The deterioration in the underwriting results for our personal insurance business in the first six months of 2014 compared with the same period of 2013 was driven mainly by less profitable results in our homeowners business, due to a higher impact of fire losses and non-catastrophe weather-related losses, and to a lesser extent, a higher impact of catastrophes. The less profitable results for our personal insurance business in the second quarter of 2014 compared with the same period of 2013 were also driven by less profitable results in our homeowners business, mainly due to a higher impact of fire losses and non-catastrophe weather-related losses, offset in part by a lower impact of catastrophes. The impact of catastrophes represented 9.3 percentage points of the combined ratio for our personal insurance business in the first six months of 2014 and 7.5 percentage points in the second quarter compared with 8.3 and 12.7 percentage points, respectively, in the same periods of 2013.
Our personal automobile business produced profitable results in the first six months of 2014 and 2013, but more so in the 2013 period. The more profitable results in the first six months of 2013 were driven by more profitable results in the United States, which benefited from a modest amount of favorable prior year loss development. Results for this business were similarly profitable in the second quarter of both years as improved current accident year results in the 2014 period were offset by a lower amount of favorable prior year loss development compared to the same period of 2013. Results outside the United States for the first six months and the second quarter of 2014 and 2013 were near breakeven.
Homeowners results were profitable in the first six months and second quarter of 2014, compared with highly profitable results in the same periods of 2013. The less profitable results in the first six months of 2014 were due to a higher current accident year loss ratio excluding catastrophes, driven by an increase in fire losses and non-catastrophe weather-related losses, and, to a lesser extent, a higher impact of catastrophes. The less profitable results in the second quarter of 2014 were due primarily to a higher current accident year loss ratio excluding catastrophes, driven by an increase in fire losses and non-catastrophe weather-related losses, offset in part by a lower impact of catastrophes. Catastrophe losses represented 15.0 percentage points of the combined ratio for this class in the first six months of 2014 and 12.1 percentage points in the second quarter compared with 13.1 and 20.1 percentage points, respectively, in the same periods of 2013.
Our other personal business produced profitable results in the first six months and second quarter of 2014 and 2013. Our accident and health business produced modestly profitable results in the first six months of 2014 and 2013 and slightly profitable results in the second quarter of both years. In the United States, results for this business were profitable in the first six months and second quarter of both years. Results for this business outside the United States were modestly unprofitable in the first six months and second quarter of both years. Results for our personal excess liability business were similarly profitable in the first six months and second quarter of both years. Results for this business in each period benefited from favorable prior year loss development. Our yacht business produced highly profitable results in the first six months and second quarter of both years.
Page 35
Commercial Insurance
Net premiums written from commercial insurance, which represented 44% of our premiums written in the first six months of 2014, increased by 1% in the first six months of 2014 and 3% in the second quarter compared with the same periods of 2013. Net premiums written for the classes of business within the commercial insurance segment were as follows:
Six Months Ended June 30 | % Incr. (Decr.) |
Quarter Ended June 30 | % Incr. | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||
Multiple peril |
$ | 546 | $ | 549 | (1 | )% | $ | 285 | $ | 277 | 3 | % | ||||||||||||
Casualty |
850 | 850 | | 404 | 402 | | ||||||||||||||||||
Workers compensation |
595 | 565 | 5 | 285 | 266 | 7 | ||||||||||||||||||
Property and marine |
792 | 795 | | 384 | 374 | 3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total commercial |
$ | 2,783 | $ | 2,759 | 1 | $ | 1,358 | $ | 1,319 | 3 | ||||||||||||||
|
|
|
|
|
|
|
|
Net premiums written in our commercial insurance business increased modestly in the first six months and second quarter of 2014 in the United States. Such premiums outside the United States decreased slightly in the first six months of 2014 but increased modestly in the second quarter. Overall, premium growth for our commercial insurance business in the first six months and second quarter of 2014 was constrained by lower renewal exposures and our continued efforts to secure adequate rates on renewal and new business in a market that continued to be competitive. The growth in our commercial insurance business in the first six months and second quarter of 2014 was driven by growth in the workers compensation class, reflecting rate increases, a continued strong retention level and new business. In the first six months of 2014, premiums written for the other classes within our commercial insurance business were either flat or decreased slightly. In the second quarter of 2014, modest growth occurred in the multiple peril and property and marine classes, while premiums written in the casualty class were flat. The positive overall rate environment experienced in recent years for commercial insurance in the United States continued in the first six months of 2014. Overall, average renewal rates in the United States increased modestly in the first six months and second quarter of 2014 for our commercial insurance business, with increases occurring in each class. Overall, average renewal rates outside the United States increased only slightly in the first six months and second quarter of 2014. Retention levels of our existing policyholders remained strong and were modestly higher in the first six months and second quarter of 2014 compared with the same periods of 2013. In the first six months and second quarter of 2014, the average renewal exposure change was down slightly both inside and outside the United States. The amount of new business in the United States was higher in the first six months and second quarter of 2014 compared with the same periods in 2013, as result of more opportunities to write business at appropriate rates. New business was flat in the first six months of 2014 outside the United States, but up modestly in the second quarter.
Page 36
Our commercial insurance business produced profitable underwriting results in the first six months and second quarter of 2014 compared with highly profitable results in the same periods of 2013. The combined loss and expense ratios for the classes of business within the commercial insurance segment were as follows:
Periods Ended June 30 | ||||||||||||||||
Six Months | Second Quarter | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Multiple peril |
91.6 | % | 88.9 | % | 91.5 | % | 94.4 | % | ||||||||
Casualty |
87.4 | 94.0 | 85.3 | 94.8 | ||||||||||||
Workers compensation |
84.3 | 87.7 | 84.5 | 86.6 | ||||||||||||
Property and marine |
99.8 | 73.6 | 110.5 | 83.0 | ||||||||||||
Total commercial |
90.9 | 85.9 | 93.3 | 89.9 |
The less profitable results in our commercial insurance business in the first six months of 2014 compared with the same period of 2013 were due to a higher impact of catastrophes, a lower amount of favorable prior year loss development and a slightly higher current accident year loss ratio excluding catastrophes. The less profitable results in our commercial insurance business in the second quarter of 2014 compared with the same period in 2013 were due to a higher current accident year loss ratio excluding catastrophes and a lower amount of favorable prior year loss development, offset in part by a lower impact of catastrophes. The impact of catastrophes represented 5.5 percentage points of the combined ratio for our commercial insurance business in the first six months of 2014 and 4.9 percentage points in the second quarter compared with 3.2 and 8.1 percentage points, respectively, in the same periods of 2013. The current accident year loss ratio excluding catastrophes for our commercial insurance business increased slightly in the first six months of 2014 and increased modestly in the second quarter compared with the same periods of 2013. The current accident year loss ratio excluding catastrophes in the 2014 periods was adversely affected by a higher impact of large fire losses and non-catastrophe weather-related losses in the second quarter primarily in our property and marine business. Results for our commercial insurance business in all periods benefited from significant favorable prior year loss development and our disciplined risk selection in recent years.
Multiple peril results were profitable in the first six months of 2014 compared with highly profitable results in the same period of 2013. Results for this business were profitable in the second quarter of both years, but more so in 2014. The less profitable results in the first six months of 2014 were driven by less profitable results in the property component of this business due primarily to a higher impact of catastrophes. The more profitable results in the second quarter of 2014 compared with the same period of 2013 were due to improved results in both the property and liability components of this business. Results in the property component were profitable in the second quarter of both years, but more so in 2014 driven mainly by a lower impact of catastrophes. In the multiple peril class overall, the impact of catastrophes represented 7.2 percentage points of the combined ratio in the first six months of 2014 and 5.0 percentage points in the second quarter compared with 5.0 and 10.8 percentage points, respectively, in the same periods of 2013. The liability component of this business produced profitable results in the first six months of both years. Results for the liability component of this business were highly profitable in the second quarter of 2014 compared with profitable results in the same period of 2013.
Page 37
Results for our casualty business were highly profitable in the first six months and second quarter of 2014 compared with profitable results in the same periods of 2013. Results for the primary liability component of this business were modestly profitable in the first six months and second quarter of 2014 compared with unprofitable results in the same periods of 2013. Results for this component in the 2013 periods reflected a high volume of large reported losses, many of which related to prior accident years. The automobile component of our casualty business produced unprofitable results in the first six months and second quarter of 2014 compared with profitable results in the same periods of 2013. Results for the excess liability component were highly profitable in the first six months and second quarter of both 2014 and 2013. Results for the excess liability component of our casualty business in all periods benefited from substantial favorable prior year loss development. Overall results for our casualty business were adversely affected by incurred losses related to toxic waste claims in the first six months of 2014 and incurred losses related to both asbestos and toxic waste claims in the same period of 2013. Overall casualty results were adversely affected by incurred losses related to toxic waste claims in the second quarter of 2014 and incurred losses related to asbestos claims in the same period of 2013. Our analysis of these exposures resulted in increases in the estimate of our ultimate liabilities. Such losses represented 1.5 and 4.0 percentage points of the combined ratio for this class in the first six months of 2014 and 2013, respectively, and 3.0 and 4.4 percentage points in the second quarter of 2014 and 2013, respectively.
Workers compensation results were highly profitable in the first six months and second quarter of both 2014 and 2013, but more so in the 2014 periods. The more profitable results in the 2014 periods were mainly due to improved current accident year results compared with the same periods of 2013. Results in each period reflected favorable prior year loss development. Results also reflected improved pricing and our disciplined risk selection during the past several years.
Property and marine results were near breakeven in the first six months of 2014 and unprofitable in the second quarter compared with highly profitable results in the same periods of 2013. The less profitable results in the first six months of 2014 were due to a significantly higher current accident year loss ratio excluding catastrophes, due in large part to a higher impact of large fire losses and non-catastrophe weather-related losses, as well as a higher impact of catastrophes. Results in the first six months of 2013 also benefited from a significant amount of favorable prior year loss development. The unprofitable results in the second quarter of 2014 were due to a significantly higher current accident year loss ratio excluding catastrophes, which reflected a higher impact of large fire losses and non-catastrophe weather-related losses. Results in the second quarter of 2014 were also adversely impacted by unfavorable prior year loss development whereas results in the same period of 2013 benefited from a significant amount of favorable prior year loss development. These adverse impacts were offset in part by a lower impact of catastrophes in the second quarter of 2014. The impact of catastrophes represented 13.9 percentage points of the combined ratio in the first six months of 2014 and 13.1 percentage points in the second quarter compared with 6.7 and 19.9 percentage points, respectively, in the same periods of 2013.
Page 38
Specialty Insurance
Net premiums written from specialty insurance, which represented 20% of our premiums written in the first six months of 2014, increased by 2% in the first six months of 2014 and 5% in the second quarter compared with the same periods of 2013. Net premiums written for the classes of business within the specialty insurance segment were as follows:
Six Months Ended June 30 | % Incr. (Decr.) |
Quarter Ended June 30 | % Incr. | |||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||
Professional liability |
$ | 1,124 | $ | 1,098 | 2 | % | $ | 572 | $ | 549 | 4 | % | ||||||||||||
Surety |
155 | 160 | (3 | ) | 83 | 77 | 8 | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total specialty |
$ | 1,279 | $ | 1,258 | 2 | $ | 655 | $ | 626 | 5 | ||||||||||||||
|
|
|
|
|
|
|
|
Net premiums written in our professional liability business increased by 2% in the first six months of 2014 and 4% in the second quarter compared with the same periods of 2013. Net premiums written in the United States were modestly higher in the first six months and second quarter of 2014 compared with the same periods in 2013. Net premiums written outside the United States were slightly higher in the first six months of 2014 and modestly higher in the second quarter compared with the same periods of 2013. Overall premium growth in both periods of 2014 included the modestly positive effect of our decision not to renew a reinsurance program, which expired July 1, 2013, that provided coverage for a portion of our professional liability business. Premium growth in the professional liability business remained somewhat constrained as we continued our focus on profitability in the pricing of renewal policies and new business, in what remains a competitive marketplace. Nevertheless, the overall rate environment remained positive, particularly in the United States. We continued to pursue rate increases on our professional liability business to address margin compression experienced in these classes of business in recent years. Retention levels for the classes within our professional liability business remained strong. Retention levels were modestly higher in the United States and substantially unchanged outside the United States in the first six months and second quarter of 2014 compared with those in the same period of 2013. New business volume was modestly higher in the first six months and second quarter of 2014 compared with the same periods of 2013, with increases occurring both inside and outside the United States. The new business volume in the 2014 periods reflected slightly more opportunities to write suitably-priced business in select classes due to the positive pricing trends in the market over the last two years. Average renewal rates for our professional liability business in the United States increased in the first six months and second quarter of 2014. Rate increases occurred in most classes of this business. Overall, average renewal rates outside the United States were up slightly in the first six months and second quarter of 2014.
Page 39
The decrease in net premiums written in our surety business in the first six months of 2014 was driven by a decline in premiums written outside the United States, due primarily to a decrease in premiums written in Latin America. The decrease in premiums written outside the United States in the first six months of 2014 was mainly driven by a lower number of new contracts requiring a surety bond being awarded to our existing customers compared with the same period of 2013. Premiums written inside the United States in our surety business increased modestly in the first six months of 2014. The increase in net premiums written in the second quarter of 2014 was driven by significant growth in premiums written inside the United States, due primarily to an increase in construction activity among a few of our larger customers. The timing of contract awards to our customers can vary and, as a result, premium growth in our surety business varies from period to period.
Our specialty insurance business produced highly profitable underwriting results in the first six months and second quarter of 2014 and 2013. The combined loss and expense ratios for the classes of business within the specialty insurance segment were as follows:
Periods Ended June 30 | ||||||||||||||||
Six Months | Second Quarter | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Professional liability |
83.9 | % | 92.1 | % | 83.2 | % | 91.9 | % | ||||||||
Surety |
82.2 | 46.6 | 45.3 | 42.1 | ||||||||||||
Total specialty |
83.7 | 86.7 | 78.7 | 86.0 |
Our professional liability business produced highly profitable results in the first six months and second quarter of 2014 compared with profitable results in the same periods of 2013. The more profitable results in the 2014 periods were due to a higher amount of favorable prior year loss development and improved current accident year results compared with the same periods of 2013.
Results for the directors and officers liability class were highly profitable in the first six months and second quarter of 2014 and 2013. Results in all periods benefited from favorable prior year loss development. Results for the fidelity class were profitable in the first six months and second quarter of 2014 compared with unprofitable results in the same periods of 2013. Results for the fidelity class reflected unfavorable prior year loss development in all periods, but more so in the 2013 periods. Results for the employment practices liability class were modestly unprofitable in the first six months and second quarter of 2014 compared with highly unprofitable results in the same periods of 2013. Results for this class in the first six months and second quarter of 2013 were adversely affected by unfavorable prior year loss development. Results for the errors and omissions liability class were similarly unprofitable in the first six months of 2014 and 2013 as improved current accident year results in 2014 were largely offset by adverse prior year loss development. Results for this class were unprofitable in the second quarter of 2014 compared with highly unprofitable results in the same period of 2013. Results in the second quarter of both years reflected unfavorable prior year loss development, but more so in 2013. Results for the fiduciary liability class were highly profitable in the first six months and second quarter of both 2014 and 2013. Results for this class reflected favorable prior year loss development in all periods.
Page 40
Our surety business produced highly profitable results in the first six months and second quarter of 2014 and 2013. Results in the first six months of 2014 were less profitable than the same period of 2013 due to the impact of one large loss in the first quarter outside the United States. Our surety business tends to be characterized by losses that are infrequent but have the potential to be highly severe.
Reinsurance Assumed
Net premiums written from our reinsurance assumed business, which is in runoff, were not significant in the first six months and second quarter of 2014 or 2013. This business produced breakeven results in the first six months and second quarter of 2014 compared with profitable results in the same periods of 2013. Results in the 2013 periods benefited from favorable prior year loss development.
Catastrophe Risk Management
Our property and casualty subsidiaries have exposure to losses caused by natural perils such as hurricanes and other windstorms, earthquakes, severe winter weather and brush fires as well as from man-made catastrophic events such as terrorism. The frequency and severity of catastrophes are inherently unpredictable.
The extent of losses from a catastrophe is a function of both the total amount of insured exposure in an area affected by the event and the severity of the event. We regularly assess our concentrations of risk in catastrophe exposed areas globally and have strategies and underwriting standards to manage these exposures through individual risk selection, subject to regulatory constraints, and through the purchase of catastrophe reinsurance coverage. We use catastrophe modeling and a risk concentration management tool to monitor and control our accumulations of potential losses in catastrophe exposed areas in the United States, such as California and the gulf and east coasts, as well as in catastrophe exposed areas in other countries. The information provided by the catastrophe modeling and the risk concentration management tool has resulted in our non-renewing or reducing our exposure on some accounts and refraining from writing others.
Catastrophe modeling generally relies on multiple inputs based on experience, science, engineering and history, and the selection of those inputs requires a significant amount of judgment. The modeling results may also fail to account for risks that are outside the range of normal probability or are otherwise unforeseen. Because of this, actual results may differ materially from those derived from our modeling exercises.
We also continue to actively explore and analyze credible scientific evidence, including the potential impact of global climate change, that may affect our ability to manage our exposure under the insurance policies we issue as well as the impact that laws and regulations intended to combat climate change may have on us.
Despite our efforts to manage our catastrophe exposure, the occurrence of one or more severe catastrophic events could have a material effect on the Corporations results of operations, financial condition or liquidity.
Page 41
Loss Reserves
Unpaid losses and loss expenses, also referred to as loss reserves, are the largest liability of our property and casualty subsidiaries.
Our loss reserves include case estimates for claims that have been reported and estimates for claims that have been incurred but not reported at the balance sheet date as well as estimates of the expenses associated with processing and settling all reported and unreported claims, less estimates of anticipated salvage and subrogation recoveries. Estimates are based upon past loss experience modified for current trends as well as prevailing economic, legal and social conditions. Our loss reserves are not discounted to present value.
We regularly review our loss reserves using a variety of actuarial techniques. We update the reserve estimates as historical loss experience develops, additional claims are reported and/or settled and new information becomes available. Any changes in estimates are reflected in operating results in the period in which the estimates are changed.
Incurred but not reported (IBNR) reserve estimates are generally calculated by first projecting the ultimate cost of all claims that have occurred and then subtracting reported losses and loss expenses. Reported losses include cumulative paid losses and loss expenses plus case reserves. The IBNR reserve includes a provision for claims that have occurred but have not yet been reported to us, some of which are not yet known to the insured, as well as a provision for future development on reported claims. A relatively large proportion of our net loss reserves, particularly for long tail liability classes, are reserves for IBNR losses. In fact, about 75% of our aggregate net loss reserves at June 30, 2014 were for IBNR losses.
Page 42
Our gross case and IBNR loss reserves and related reinsurance recoverable by class of business were as follows:
Gross Loss Reserves |
Reinsurance Recoverable |
Net Loss Reserves |
||||||||||||||||||
June 30, 2014 | Case | IBNR | Total | |||||||||||||||||
(in millions) | ||||||||||||||||||||
Personal insurance |
||||||||||||||||||||
Automobile |
$ | 268 | $ | 144 | $ | 412 | $ | 15 | $ | 397 | ||||||||||
Homeowners |
452 | 391 | 843 | 45 | 798 | |||||||||||||||
Other |
346 | 737 | 1,083 | 88 | 995 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total personal |
1,066 | 1,272 | 2,338 | 148 | 2,190 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial insurance |
||||||||||||||||||||
Multiple peril |
612 | 1,214 | 1,826 | 45 | 1,781 | |||||||||||||||
Casualty |
1,406 | 5,508 | 6,914 | 395 | 6,519 | |||||||||||||||
Workers compensation |
1,079 | 2,057 | 3,136 | 288 | 2,848 | |||||||||||||||
Property and marine |
807 | 523 | 1,330 | 394 | 936 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total commercial |
3,904 | 9,302 | 13,206 | 1,122 | 12,084 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Specialty insurance |
||||||||||||||||||||
Professional liability |
1,225 | 5,847 | 7,072 | 312 | 6,760 | |||||||||||||||
Surety |
21 | 59 | 80 | 6 | 74 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total specialty |
1,246 | 5,906 | 7,152 | 318 | 6,834 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total insurance |
6,216 | 16,480 | 22,696 | 1,588 | 21,108 | |||||||||||||||
Reinsurance assumed |
148 | 283 | 431 | 141 | 290 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 6,364 | $ | 16,763 | $ | 23,127 | $ | 1,729 | $ | 21,398 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Gross Loss Reserves |
Reinsurance Recoverable |
Net Loss Reserves |
||||||||||||||||||
December 31, 2013 | Case | IBNR | Total | |||||||||||||||||
(in millions) | ||||||||||||||||||||
Personal insurance |
||||||||||||||||||||
Automobile |
$ | 265 | $ | 141 | $ | 406 | $ | 16 | $ | 390 | ||||||||||
Homeowners |
414 | 357 | 771 | 56 | 715 | |||||||||||||||
Other |
345 | 713 | 1,058 | 90 | 968 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total personal |
1,024 | 1,211 | 2,235 | 162 | 2,073 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial insurance |
||||||||||||||||||||
Multiple peril |
598 | 1,190 | 1,788 | 43 | 1,745 | |||||||||||||||
Casualty |
1,565 | 5,398 | 6,963 | 387 | 6,576 | |||||||||||||||
Workers compensation |
1,023 | 2,047 | 3,070 | 277 | 2,793 | |||||||||||||||
Property and marine |
834 | 492 | 1,326 | 440 | 886 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total commercial |
4,020 | 9,127 | 13,147 | 1,147 | 12,000 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Specialty insurance |
||||||||||||||||||||
Professional liability |
1,390 | 5,842 | 7,232 | 343 | 6,889 | |||||||||||||||
Surety |
19 | 56 | 75 | 4 | 71 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total specialty |
1,409 | 5,898 | 7,307 | 347 | 6,960 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total insurance |
6,453 | 16,236 | 22,689 | 1,656 | 21,033 | |||||||||||||||
Reinsurance assumed |
169 | 288 | 457 | 146 | 311 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 6,622 | $ | 16,524 | $ | 23,146 | $ | 1,802 | $ | 21,344 | ||||||||||
|
|
|
|
|
|
|
|
|
|
Page 43
Loss reserves, net of reinsurance recoverable, increased by $54 million during the first six months of 2014. Loss reserves related to our insurance business increased by $75 million during the first six months of 2014, which reflected an increase of $78 million related to catastrophe losses and a decrease of approximately $33 million related to the effect of foreign currency translation due to the stronger U.S. dollar at June 30, 2014 compared with December 31, 2013. Loss reserves related to our reinsurance assumed business, which is in runoff, decreased by $21 million.
The increase in our homeowners gross loss reserves during the first six months of 2014 was driven by catastrophe-related losses, fire losses and non-catastrophe weather-related losses. The decrease in gross loss reserves in the professional liability classes was due to lower case reserves as a result of paid claim activity during the first six months of 2014.
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 June 30, 2014 were adequate to cover claims for losses that had occurred as of that date, including both those known to us and those yet to be reported. However, as discussed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2013, 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 June 30, 2014 may change, which could have a material effect on the Corporations results of operations and financial condition.
Changes in loss reserve estimates are unavoidable because such estimates are subject to the outcome of future events. 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 $325 million during the first six months of 2014 and $165 in the second quarter compared with favorable prior year development of about $405 million and $215 million, respectively, in the same periods of 2013, on loss reserves established as of the respective previous year end.
The favorable development in the first six months of 2014 was primarily in the professional liability classes due to favorable loss experience related mainly to accident years 2010 and prior, and in the commercial liability classes due to favorable loss experience related mainly to accident years 2012 and prior. The favorable development in the first six months of 2013 was primarily in the commercial property classes, partly due to lower than expected severity primarily in the 2012 accident year and, to a lesser extent, in the commercial liability classes due to favorable loss experience related mainly to accident years 2010 and prior, and in the professional liability classes due to favorable loss experience related mainly to accident years 2008 and prior.
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Investment Results
Property and casualty investment income before taxes decreased by 3% in the first six months of 2014 and 4% in the second quarter compared with the same periods in 2013. The decrease was due to a decline in the average yield on our property and casualty subsidiaries investment portfolio. The decrease in the average yield on the investment portfolio for the first six months and second quarter of 2014 compared with the same periods of 2013 resulted from lower reinvestment yields on securities that we purchased to replace fixed maturities that matured, were redeemed by the issuer or were sold since the second quarter of 2013. For the first six months of 2014, the impact of the decline in average yield was partially offset by the impact of a slight increase in our average invested assets. Our property and casualty subsidiaries held only a slightly higher amount of average invested assets in the first six months of 2014 and a similar amount in the second quarter compared with the same periods in 2013. While the property and casualty subsidiaries generated substantial operating cash flows in the last six months of 2013 and the first six months of 2014, average invested assets were also impacted by substantial dividend distributions made by the property and casualty subsidiaries to Chubb during 2013 and the first quarter of 2014.
The effective tax rate on our investment income was 18.5% in the first six months of 2014 compared with 18.0% in the same period of 2013. The effective tax rate fluctuates as the proportion of tax exempt investment income relative to total investment income changes from period to period.
On an after-tax basis, property and casualty investment income decreased by 4% in the first six months and the second quarter of 2014 compared with the same periods in 2013. The after-tax annualized yield on our property and casualty subsidiaries investment portfolio was 2.80% and 2.91% in the first six months of 2014 and 2013, respectively.
We expect that property and casualty investment income after taxes will decline for the full year 2014, assuming the average yield on fixed maturity securities available in the market and the average foreign currency to U.S. dollar exchange rates for the last six months of 2014 are both similar to June 30, 2014 levels. This expected decline reflects the actual results for the first six months of 2014 as well as the expected effect of having invested funds from securities that matured in 2013 and 2014 in securities with yields lower than the yields on the maturing securities, and the expectation that this pattern will continue during the remainder of 2014. The expected decline in property and casualty investment income after taxes in 2014 also reflects an assumption that average invested assets in 2014 will be slightly higher than 2013, based on our expectations of cash flows during the year.
Other Income and Charges
Other income and charges, which includes miscellaneous income and expenses of the property and casualty subsidiaries, was not significant in the first six months of 2014 and 2013.
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Corporate and Other
Corporate and other comprises investment income earned on corporate invested assets, interest expense and other expenses not allocated to our operating subsidiaries and the results of our non-insurance subsidiaries.
Corporate and other produced a loss before taxes of $119 million in the first six months of 2014 compared with a loss of $121 million for the same period of 2013.
Realized Investment Gains and Losses
Net realized investment gains and losses were as follows:
Periods Ended June 30 | ||||||||||||||||
Six Months | Second Quarter | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in millions) | ||||||||||||||||
Net realized gains |
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Fixed maturities |
$ | 49 | $ | 17 | $ | 52 | $ | 6 | ||||||||
Equity securities |
89 | 174 | 23 | 119 | ||||||||||||
Other invested assets |
108 | 133 | 55 | 59 | ||||||||||||
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246 | 324 | 130 | 184 | |||||||||||||
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Other-than-temporary impairment losses |
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Fixed maturities |
(4 | ) | | (4 | ) | | ||||||||||
Equity securities |
(1 | ) | (7 | ) | (1 | ) | (5 | ) | ||||||||
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(5 | ) | (7 | ) | (5 | ) | (5 | ) | |||||||||
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Realized investment gains before tax |
$ | 241 | $ | 317 | $ | 125 | $ | 179 | ||||||||
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Realized investment gains after tax |
$ | 156 | $ | 206 | $ | 81 | $ | 116 | ||||||||
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In the first six months and second quarter of 2013, the net realized gains of equity securities and other invested assets included $74 million and $10 million, respectively, related to the exchange of our holdings of common stock and warrants of Alterra Capital Holdings Limited for common stock of Markel Corporation and cash as a result of a business combination that took place during the second quarter of 2013.
The net realized gains and losses of other invested assets include primarily the aggregate of realized gain distributions to us from the limited partnerships in which we have an interest and changes in our equity in the net assets of those partnerships based on valuations provided to us by the manager of each partnership. Due to the timing of our receipt of valuation data from the investment managers, the value of these investments and any related realized gains and losses are generally reported on a one quarter lag.
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The net realized gains of the limited partnerships reported in the first six months of 2014 primarily reflected the positive performance of the global equity and high yield investment markets in the first quarter of 2014 and the fourth quarter of 2013. The net realized gains of the limited partnerships reported in the first six months of 2013 primarily reflected the positive performance of the global equity and high yield investment markets in the first quarter of 2013 and the fourth quarter of 2012.
We regularly review invested assets that have a fair value less than cost to determine if an other-than-temporary decline in value has occurred. We have a monitoring process overseen by a committee of investment and accounting professionals that is responsible for identifying those securities to be specifically evaluated for a potential other-than-temporary impairment.
The determination of whether a decline in value of any investment is temporary or other than temporary requires the judgment of management. The assessment of other-than-temporary impairment of fixed maturities and equity securities is based on both quantitative criteria and qualitative information. A number of factors are considered including, but not limited to, 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, general market conditions and industry or sector specific factors. The decision to recognize a decline in the value of a security carried at fair value as other than temporary rather than temporary has no impact on shareholders equity.
In determining whether fixed maturities are other than temporarily impaired, we are required to recognize an other-than-temporary impairment loss when we conclude that we have the intent to sell or it is more likely than not that we will be required to sell an impaired fixed maturity before the security recovers to its amortized cost value or it is likely we will not recover the entire amortized cost value of an impaired security. If we have the intent to sell or it is more likely than not that we will be required to sell an impaired fixed maturity before the security recovers to its amortized cost value, the security is written down to fair value and the entire amount of the writedown is included in net income as a realized investment loss. For all other impaired fixed maturities, when the impairment is determined to be other than temporary, the impairment loss is separated into the amount representing the credit loss and the amount representing the loss related to all other factors. The amount of the impairment loss that represents the credit loss is included in net income as a realized investment loss and the amount of the impairment loss that relates to all other factors is included in other comprehensive income.
In determining whether equity securities are other than temporarily impaired, we consider our intent and ability to hold a security for a period of time sufficient to allow us to recover our cost. If a decline in the fair value of an equity security is deemed to be other than temporary, the security is written down to fair value and the amount of the writedown is included in net income as a realized investment loss.
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Capital Resources and Liquidity
Capital resources and liquidity represent a companys overall financial strength and its ability to generate cash flows, borrow funds at competitive rates and raise new capital to meet operating and growth needs.
Capital Resources
Capital resources provide protection for policyholders, furnish the financial strength to support the business of underwriting insurance risks and facilitate continued business growth. At June 30, 2014, the Corporation had shareholders equity of $16.5 billion and total debt of $3.3 billion.
Management regularly monitors the Corporations capital resources. In connection with our long term capital strategy, Chubb from time to time contributes capital to its property and casualty subsidiaries. In addition, in order to satisfy capital needs as a result of any rating agency capital adequacy or other future rating issues, or in the event we were to need additional capital to make strategic investments in light of market opportunities, we may take a variety of actions, which could include the issuance of additional debt and/or equity securities. We believe that our strong financial position and current debt level provide us with the flexibility and capacity to obtain funds externally through debt or equity financings on both a short term and long term basis.
In January 2013, the Board of Directors authorized the repurchase of up to $1.3 billion of Chubbs common stock. Repurchases under this authorization were completed in January 2014. On January 30, 2014, the Board of Directors authorized the repurchase of up to $1.5 billion of Chubbs common stock. During the first six months of 2014, under these two authorizations we repurchased 8,752,012 shares of Chubbs common stock in open market transactions at a cost of $784 million. As of June 30, 2014, $823 million remained under the January 2014 authorization. This authorization has no expiration date. We expect to complete the repurchase of shares under this authorization by the end of January 2015, subject to market conditions and other factors.
Ratings
Chubb and its property and casualty 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.
Credit ratings assess a companys ability to make timely payments of interest and principal on its debt. Financial strength ratings assess an insurers ability to meet its financial 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.
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It is possible that one or more of the rating agencies may raise or lower our existing ratings in the future. If our credit ratings were downgraded, we might incur higher borrowing costs and might have more limited means to access capital. A downgrade in our financial strength ratings could adversely affect the competitive position of our insurance operations, including a possible reduction in demand for our products in certain markets.
Liquidity
Liquidity is a measure of a companys ability to generate sufficient cash flows to meet the short and long term cash requirements of its business operations.
The Corporations liquidity requirements in the past have generally been met by funds from operations and we expect that funds from operations will continue to be sufficient to meet such requirements in the future. Liquidity requirements could also be met by funds received upon the maturity or sale of marketable securities in our investment portfolio. The Corporation also has the ability to borrow under its $500 million credit facility and we believe we could issue debt or equity securities.
Our property and casualty operations provide liquidity in that insurance premiums are generally received months or even years before losses are paid under the policies purchased by such premiums. Cash receipts from operations, consisting of insurance premiums and investment income, provide funds to pay losses, operating expenses and dividends to Chubb. Cash receipts in excess of required cash outflows can be used to build the investment portfolio, with the expectation of generating additional investment income in the future.
Our strong underwriting and investment results generated substantial positive operating cash flows in the first six months of 2014 and 2013. The cash provided by the property and casualty subsidiaries operating activities increased in the first six months of 2014 compared with the same period of 2013 primarily as a result of modestly higher premium collections and lower tax payments. During the first six months of 2014, the cash used by the property and casualty subsidiaries for financing activities (primarily the payment of dividends to Chubb) exceeded the cash provided by the property and casualty subsidiaries operating activities by approximately $215 million. In the first six months of 2014, dividends paid to Chubb by the property and casualty subsidiaries increased by $457 million compared with the comparable period of 2013 reflecting in part a difference in the timing of the payment of subsidiary dividends in 2013 and those paid and anticipated in 2014. During the first six months of 2013, the cash provided by the operating activities of the property and casualty subsidiaries exceeded the cash used for financing activities by the property and casualty subsidiaries (primarily the payment of dividends to Chubb) by approximately $70 million.
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Our property and casualty subsidiaries maintain substantial investments in highly liquid, short term marketable securities. Accordingly, we do not anticipate selling long term fixed maturity investments to meet any liquidity needs.
Chubbs liquidity requirements primarily include the payment of dividends to shareholders and interest and principal on debt obligations. The declaration and payment of future dividends to Chubbs shareholders will be at the discretion of Chubbs Board of Directors and will depend upon many factors, including our operating results, financial condition, capital requirements and any regulatory constraints.
As a holding company, Chubbs ability to continue to pay dividends to shareholders and to satisfy its debt obligations relies on the availability of liquid assets, which is dependent in large part on the dividend paying ability of its property and casualty subsidiaries. The timing and amount of dividends paid by the property and casualty subsidiaries to Chubb may vary from year to year. In the United States, our property and casualty subsidiaries are subject to laws and regulations in the jurisdictions in which they operate that restrict the amount and timing of dividends they may pay within twelve consecutive months 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.
During the first six months of 2014, the property and casualty subsidiaries paid dividends of $1,091 million to Chubb. Whether any dividends the property and casualty subsidiaries may pay during the remainder of 2014 require regulatory approval will depend on the amount and timing of the dividend payments. As of June 30, 2014, the maximum aggregate dividend distribution that may be made by the subsidiaries to Chubb during the remainder of 2014 without prior regulatory approval was approximately $930 million.
Invested Assets
The main objectives in managing our investment portfolios are to maximize after-tax investment income and total investment return while managing credit risk and interest rate risk in order to ensure that funds will be available to meet our insurance obligations. 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 primarily comprises high quality bonds, principally tax exempt securities, corporate bonds, mortgage-backed securities and U.S. Treasury securities, as well as foreign government and corporate bonds that support our operations outside the United States. The portfolio also includes equity securities, primarily publicly traded common stocks, and other invested assets, primarily private equity limited partnerships, all of which are held with the primary objective of capital appreciation.
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Our objective is to achieve an appropriate mix of taxable and tax exempt securities in our portfolio to balance both investment and tax strategies. At June 30, 2014, 63% of our U.S. fixed maturity portfolio was invested in tax exempt securities. At June 30, 2014, about 70% of our tax exempt securities were rated Aa or better, with about 20% rated Aaa. The average rating of our tax exempt securities was Aa. While about 15% of our tax exempt securities were insured, the effect of insurance on the average credit rating of these securities was insignificant. The insured tax exempt securities in our portfolio have been selected based on the quality of the underlying credit and not the value of the credit insurance enhancement.
At June 30, 2014, 7% of our taxable fixed maturity portfolio was invested in U.S. government and government agency and authority obligations other than mortgage-backed securities and had an average rating of Aa. About 70% of the U.S. government and government agency and authority obligations other than mortgage-backed securities were U.S. Treasury securities with an average rating of Aaa and the remainder were taxable bonds issued by states, municipalities and political subdivisions within the United States with an average rating of Aa.
At June 30, 2014, 49% of our taxable fixed maturity portfolio consisted of corporate bonds that were issued by a diverse group of U.S. and foreign issuers and had an average rating of A. About 55% of our corporate bonds were issued by U.S. companies and about 45% were issued by foreign companies. Our foreign corporate bonds included $60 million and $13 million issued by companies, including banks, in Ireland and Spain, respectively. We held no bonds issued by companies in Greece, Italy or Portugal.
At June 30, 2014, 36% of our taxable fixed maturity portfolio was invested in foreign government and government agency obligations, which had an average rating of Aa. The foreign government and government agency obligations consisted of high quality securities, primarily issued by national governments and, to a lesser extent, government agencies, regional governments and supranational organizations. The five largest sovereign issuers within our portfolio were Canada, Germany, the United Kingdom, Australia and Brazil, which collectively accounted for about 75% of our total foreign government and government agency obligations. Another 7% of our total foreign government and government agency obligations were issued by supranational organizations. We held no sovereign securities issued by Portugal, Ireland, Italy, Greece or Spain. We did not hold any foreign government or government agency fixed maturities that have third party guarantees.
At June 30, 2014, 8% of our taxable fixed maturity portfolio was invested in mortgage-backed securities. About 95% of the mortgage-backed securities were rated Aaa. About half of the remaining 5% were below investment grade. Of the Aaa rated securities, 87% were call protected, commercial mortgage-backed securities (CMBS). All of our CMBS were senior securities with the highest level of credit support. The other 13% of the Aaa rated securities were residential mortgage-backed securities, consisting of government agency pass-through securities guaranteed by a government agency or a government sponsored enterprise and collateralized mortgage obligations backed by single family home mortgages.
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The net unrealized appreciation before tax of our fixed maturities and equity securities carried at fair value was $2.6 billion at June 30, 2014 compared with net unrealized appreciation before tax of $1.9 billion at December 31, 2013. Such unrealized appreciation is reflected in accumulated other comprehensive income, net of applicable deferred income taxes.
During the first six months of 2014, market yields on fixed maturity investments decreased resulting in an increase in the fair value of many of our fixed maturity investments.
Fair Values of Financial Instruments
Fair values of financial instruments are determined by management using valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Fair values are generally measured using quoted prices in active markets for identical assets or liabilities or other inputs, such as quoted prices for similar assets or liabilities, that are observable either directly or indirectly. In those instances where observable inputs are not available, fair values are measured using unobservable inputs for the asset or liability. Unobservable inputs reflect our own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value estimates derived from unobservable inputs are affected by the assumptions used, including the discount rates and the estimated amounts and timing of future cash flows. The derived fair value estimates cannot be substantiated by comparison to independent markets and are not necessarily indicative of the amounts that would be realized in a current market exchange.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows:
Level 1 Unadjusted quoted prices in active markets for identical financial instruments.
Level 2 Other inputs that are observable for the financial instrument, either directly or indirectly.
Level 3 Significant unobservable inputs.
The methods and assumptions used to estimate the fair values of financial instruments are as follows:
The carrying value of short term investments approximates fair value due to the short maturities of these investments.
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Fair values of fixed maturities are determined by management, utilizing prices obtained from a third party, nationally recognized pricing service or, in the case of securities for which prices are not provided by a pricing service, from third party brokers. For fixed maturities that have quoted prices in active markets, market quotations are provided. For fixed maturities that do not trade on a daily basis, the pricing service and brokers provide fair value estimates using a variety of inputs including, but not limited to, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, reference data, prepayment rates and measures of volatility. Management reviews on an ongoing basis the reasonableness of the methodologies used by the relevant pricing service and brokers. In addition, management, using the prices received for the securities from the pricing service and brokers, determines the aggregate portfolio price performance and reviews it against applicable indices. If management believes that significant discrepancies exist, it will discuss these with the relevant pricing service or broker to resolve the discrepancies.
Fair values of equity securities are determined by management, utilizing quoted market prices.
Fair values of long term debt issued by Chubb are determined by management, utilizing prices obtained from a third party, nationally recognized pricing service.
At June 30, 2014 and December 31, 2013, a pricing service provided fair value amounts for approximately 99% of our fixed maturities. The prices we obtain from a pricing service and brokers generally are non-binding, but are reflective of current market transactions in the applicable financial instruments.
At June 30, 2014 and December 31, 2013, we held an insignificant amount of financial instruments in our investment portfolio for which a lack of market liquidity impacted our determination of fair value.
Item 3 Quantitative and Qualitative Disclosures About Market Risk
For the Corporations disclosures about market risk, see Item 7A in Part II of the Corporations Annual Report on Form 10-K for the year ended December 31, 2013. There have been no material changes to the Corporations disclosures about market risk in Item 7A of the Corporations Annual Report on Form 10-K for the year ended December 31, 2013.
Item 4 Controls and Procedures
As of June 30, 2014, 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 Chubbs 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 June 30, 2014.
During the quarter ended June 30, 2014, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Corporations internal control over financial reporting.
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For a discussion of the Corporations potential risks or uncertainties that could have a material effect on our business, results of operations, financial condition and/or liquidity or that could cause our operating results to vary significantly from fiscal period to fiscal period, see Item 1A in Part I of the Corporations Annual Report on Form 10-K for the year ended December 31, 2013. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also could have a material effect on our business, results of operations, financial condition and/or liquidity.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes Chubbs stock repurchased each month in the quarter ended June 30, 2014:
Total Number of Shares Purchased |
Average Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(a) |
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(in millions) | ||||||||||||||||
Period |
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April 1-30 |
118,570 | $ | 91.61 | 118,570 | $ | 1,187 | ||||||||||
May 1-31 |
1,768,154 | 92.67 | 1,768,154 | 1,023 | ||||||||||||
June 1-30 |
2,144,562 | 93.26 | 2,144,562 | 823 | ||||||||||||
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Total |
4,031,286 | 92.95 | 4,031,286 | |||||||||||||
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(a) | On January 30, 2014, the Board of Directors authorized the repurchase of up to $1.5 billion of Chubbs common stock. The January 30, 2014 authorization has no expiration date. |
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Exhibit Number |
Description | |||
- | Material Contracts | |||
10.1* |
The Chubb Corporation Long-Term Incentive Plan (2014) incorporated by reference to Exhibit 99.1 of the registrants registration statement on Form S-8 filed on April 29, 2014. (File No. 333-195560) | |||
10.2* | Form of Deferred Stock Unit Agreement (for Non-Employee Directors) under The Chubb Corporation Long-Term Incentive Plan (2014) filed herewith. | |||
10.3* | Form of Restricted Stock Unit Agreement under The Chubb Corporation Long-Term Incentive Plan (2014) filed herewith. | |||
- | Rule 13a-14(a)/15d-14(a) Certifications | |||
31.1 | Certification by John D. Finnegan filed herewith. | |||
31.2 | Certification by Richard G. Spiro filed herewith. | |||
- | Section 1350 Certifications | |||
32.1 | Certification by John D. Finnegan filed herewith. | |||
32.2 | Certification by Richard G. Spiro filed herewith. | |||
- | Interactive Data File | |||
101.INS | XBRL Instance Document | |||
101.SCH | XBRL Taxonomy Extension Schema Document | |||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
* | This exhibit is a management contract or a compensatory plan or arrangement. |
Pursuant to the requirements of the Securities Exchange Act of 1934, The Chubb Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE CHUBB CORPORATION | ||
(Registrant) | ||
By: | /s/ John J. Kennedy | |
John J. Kennedy | ||
Senior Vice President and Chief Accounting Officer |
Date: August 7, 2014
Exhibit 10.2
THE CHUBB CORPORATION
LONG-TERM INCENTIVE PLAN (2014)
DEFERRED STOCK UNIT AGREEMENT
This DEFERRED STOCK UNIT AGREEMENT, dated as of [ ], is by and between The Chubb Corporation (the Corporation) and [ ] (the Participant), pursuant to The Chubb Corporation Long-Term Incentive Plan (2014) (the Plan). Capitalized terms that are not defined herein shall have the same meanings given to such terms in the Plan. If any provision of this Agreement conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.
WHEREAS, pursuant to the provisions of the Plan, the Committee has authorized the grant to the Participant of Deferred Stock Units in accordance with the terms and conditions of this Agreement, subject to the acceptance of its terms by the Participant; and
WHEREAS, the Participant and the Corporation desire to enter into this Agreement to evidence and confirm the grant of such Deferred Stock Units on the terms and conditions set forth herein.
NOW, THEREFORE, the Participant and the Corporation agree as follows:
1. Grant of Deferred Stock Units. Pursuant to the provisions of the Plan, the Corporation on the date set forth above (the Grant Date) has granted and hereby evidences the grant to the Participant, subject to the terms and conditions set forth herein and in the Plan, of an award of [ ] Deferred Stock Units (the Award).
2. Restrictions on Transfer. Until settlement of the Deferred Stock Units in accordance with Section 5 or Section 7, the Deferred Stock Units may not be sold, assigned, hypothecated, pledged, or otherwise transferred or encumbered in any manner except (i) by will or the laws of descent and distribution or (ii) to a Permitted Transferee (as defined in Section 11(c) of the Plan) with the permission of, and subject to such conditions as may be imposed by, the Committee.
3. No Rights as a Shareholder. Until shares of Stock are issued, if at all, in satisfaction of the Corporations obligations under this Award, in the time and manner provided in Section 5 or 7, the Participant shall have no rights as a shareholder.
4. Dividend Equivalents. Without limiting the generality of the foregoing, until the earlier to occur of (i) the settlement of the Deferred Stock Units in accordance with Section 5 or 7, and (ii) the forfeiture or cancellation of the Deferred Stock Units in accordance with the terms hereof, as soon as practicable after cash dividends are paid on the Stock, the Participant shall be paid an amount in cash equal to the amount of dividends paid on that number of shares of the Stock as is equal to the number of the Participants Deferred Stock Units. In any event, such payments shall be made on or prior to March 15 of the calendar year immediately following the calendar year in which the actual dividends are paid on shares of Stock.
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5. Settlement of Deferred Stock Units. The Corporation shall deliver to the Participant (or, if applicable, the Participants Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Deferred Stock Units covered by the Award within 90 days after the earliest of (i) the Participants death, (ii) the Participants Disability, or (iii) the Participants Separation from Service. Notwithstanding the immediately preceding sentence, but subject to such terms and conditions as the Committee may specify, if the Participant shall have filed an election with the Corporation (and on a form acceptable to the Committee) not later than the December 31 preceding the Grant Date, the shares of Stock deliverable in respect of Deferred Stock Units shall be issued at such later time as shall be specified in such election. Notwithstanding anything in this Agreement to the contrary, if the Participants service on the Board of Directors is terminated for Cause, as determined by the Committee (or if the Committee determines that the Participant resigned from the Board of Directors in anticipation of being removed for Cause), the Participant shall forfeit any and all rights in respect of the Deferred Stock Units covered by the Award and such Deferred Stock Units shall be immediately forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of service.
6. Adjustment in Capitalization. In the event that the Committee shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below fair market value, or other similar corporate event affects the Stock such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Committee shall, in such manner as the Committee may deem equitable (in its sole discretion), adjust any or all of the number and kind of units subject to this Award and/or, if deemed appropriate, make provision for a cash payment to the person holding this Award; provided, however, that, unless the Committee determines otherwise, the number of Deferred Stock Units subject to this Award shall always be a whole number.
7. Change in Control. Notwithstanding Section 5 of this Agreement, Section 9 of the Plan shall apply in the event of a Change in Control.
8. Withholding; Acceleration. At the Committees discretion, the Participant shall be required to either pay to the Corporation the amount of any taxes required by law to be withheld as may be necessary in the opinion of the Corporation to satisfy tax withholding required under the laws of any country, state, province, city, or other jurisdiction with respect to Stock deliverable hereunder or, in lieu thereof, the Corporation shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Stock whose Fair Market Value equals such amount required to be withheld. Without limiting the generality of the foregoing, the Committee shall have the sole discretion to accelerate the settlement of the Award, or a portion thereof, in an amount that is necessary to reflect payment of state, local, or foreign tax obligations arising from the Award, and any related federal income tax withholding, before it has settled.
9. Committee Discretion; Delegation. Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion and in accordance with the terms of the Plan, may take any action that is authorized under the terms of the Plan that is not contrary to the express terms hereof, at such times (including, without limitation, upon or in connection with
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the Participants termination of service on the Board of Directors) and upon such terms and conditions as the Committee shall determine. Nothing in this Agreement shall limit or in any way restrict the power of the Committee, consistent with the terms of the Plan, to delegate any of the powers reserved to it hereunder to such person or persons as it shall designate from time to time.
10. No Right to Continued Service. Neither the execution and delivery hereof nor the granting of the Award shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Corporation or any of the Subsidiaries to engage or continue the service of the Participant for any period.
11. Notice. Any notice given hereunder to the Corporation shall be addressed to The Chubb Corporation, Attention: Secretary, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given hereunder to the Participant shall be addressed to the Participant at the Participants address as shown on the records of the Corporation.
12. Governing Law. The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law).
13. Signature in Counterpart. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument. This Agreement may be accepted by the Participant by means of manual signature, electronic signature, or electronic acceptance.
14. Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
15. Amendment. The Committee may affirmatively act to amend, modify, or terminate this Agreement at any time or from time to time prior to payment in any manner not inconsistent with the terms of the Plan. Any such action by the Committee shall be subject to the Participants consent if the Committee determines that such action would have a materially adverse effect on the Participants rights under the Award, whether in whole or in part. Notwithstanding the foregoing, the Committee, in its sole discretion, may amend the Award if it determines such amendment is necessary or advisable for the Corporation to comply with applicable law (including Section 409A (as defined below)), regulation, rule, or accounting standard. As soon as is administratively practicable following the date of any such amendment to this Agreement, the Corporation shall notify the Participant of the amendment; provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendment.
16. Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the date hereof (collectively, Section 409A).
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Without limiting the generality of Section 15, and notwithstanding any provision of the Plan or this Agreement to the contrary, if at any time the Committee determines that the Award may be subject to Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) (a) to adopt such amendments to the Plan or this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect) that it determines are necessary or appropriate to preserve the intended tax treatment of the benefits provided with respect to the Award, to preserve the economic benefits thereof or to avoid less favorable accounting or tax consequences for the Corporation or any of the Subsidiaries and/or (b) to take any other actions that it determines are necessary or appropriate to exempt the Award from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. Notwithstanding anything herein to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Participant or any other person to the Corporation or any of its Affiliates, employees or agents.
17. Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Agreement in duplicate as of the day and year first above written.
THE CHUBB CORPORATION | ||
By: |
| |
Secretary | ||
By: |
|
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Exhibit 10.3
THE CHUBB CORPORATION
LONG-TERM INCENTIVE PLAN (2014)
Restricted Stock Unit Agreement
This RESTRICTED STOCK UNIT AGREEMENT (this Agreement), dated as of [ ], is by and between The Chubb Corporation (the Corporation) and [ ] (the Participant), pursuant to The Chubb Corporation Long-Term Incentive Plan (2014) (the Plan). Capitalized terms that are not defined herein shall have the same meanings given to such terms in the Plan. If any provision of this Agreement conflicts with any provision of the Plan (as either may be interpreted from time to time by the Committee), the Plan shall control.
WHEREAS, pursuant to the provisions of the Plan, the Committee has authorized the grant to the Participant of Restricted Stock Units in accordance with the terms and conditions of this Agreement, subject to the acceptance of its terms by the Participant; and
WHEREAS, the Participant and the Corporation desire to enter into this Agreement to evidence and confirm the grant of such Restricted Stock Units on the terms and conditions set forth herein.
NOW, THEREFORE, the Participant and the Corporation agree as follows:
1. Grant of Restricted Stock Units. Pursuant to the provisions of the Plan, the Corporation on the date set forth above (the Grant Date) has granted and hereby evidences the grant to the Participant, subject to the terms and conditions set forth herein and in the Plan, of an award of [ ] Restricted Stock Units (the Award).
2. Vesting and Rights as a Shareholder. It is understood and agreed that the grant of the Award evidenced hereby is subject to the following conditions:
(a) Restrictions on Transfer. Until settlement of the Restricted Stock Units in accordance with Section 6, the Restricted Stock Units may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except (i) by will or the laws of descent and distribution or (ii) to a Permitted Transferee (as defined in Section 11(c) of the Plan) with the permission of, and subject to such conditions as may be imposed by, the Committee.
(b) Restriction Period. The Restriction Period applicable to the Restricted Stock Units covered by the Award shall begin on the date hereof and, except as otherwise provided in Section 3 or 4, shall lapse on the third anniversary of the Grant Date (such date to be hereafter referred to as the Vesting Date); provided that the Participant remains continuously employed by the Corporation or any of the Subsidiaries from the Grant Date through the Vesting Date.
(c) No Rights as a Shareholder. Until shares of Stock are issued, if at all, in satisfaction of the Corporations obligations under this Award, in the time and manner provided in Section 6, the Participant shall have no rights as a shareholder.
(d) Dividend Equivalents. Without limiting the generality of the foregoing, until the earlier to occur of (i) the settlement of the Restricted Stock Units in accordance with Section 6 and (ii) the forfeiture or cancellation of the Restricted Stock Units in accordance with the terms hereof, as soon as practicable after cash dividends are paid on the Stock, the Participant shall be paid an amount in cash equal to the amount of dividends paid on that number of shares of the Stock as is equal to the number of the Participants Restricted Stock Units. In any event, such payments shall be made on or prior to March 15 of the calendar year immediately following the calendar year in which the actual dividends are paid on shares of Stock.
3. Termination of Employment.
(a) Qualifying Termination. If the Participants employment terminates by reason of a Qualifying Termination during the Restriction Period, the Restriction Period shall, as of the date of such termination, lapse as to (and there shall become vested and non-forfeitable) that number of Restricted Stock Units equal to the product of (i) the number of Restricted Stock Units covered by the Award and (ii) a fraction, the numerator of which is the number of full calendar months during the Restriction Period that the Participant was employed by the Corporation or any of the Subsidiaries and the denominator of which is 36. The remainder of the Restricted Stock Units covered by the Award shall be forfeited and canceled without further action by the Corporation or the Participant as of the date of such termination.
(b) Termination for any Other Reason. If the Participants employment terminates for any reason other than a Qualifying Termination during the Restriction Period, all of the unvested Restricted Stock Units covered by the Award (including any portion thereof that has been deferred under the Deferred Compensation Plan or otherwise) shall be forfeited and canceled without further action by the Corporation or the Participant as of the date of such termination. For purposes of the Award, the term Retirement shall mean a termination of the Participants employment other than for Cause at or after the Participants normal retirement age or earliest retirement date, in each case as specified in the Pension Plan of The Chubb Corporation or its successor (the Pension Plan). Accordingly, all of the unvested Restricted Stock Units covered by the Award (including any portion thereof that has been deferred under the Deferred Compensation Plan or otherwise) shall be forfeited and canceled without further action by the Corporation or the Participant as of the date the Participants employment is terminated for Cause, whether prior to, on, or after the Participants normal retirement age or earliest retirement date, in each case as specified in the Pension Plan.
(c) Transfers between the Corporation and Subsidiaries; Leaves, Other Absences and Suspension. Transfer from the Corporation to a Subsidiary, from a Subsidiary to the Corporation, or from one Subsidiary to another shall not be considered a termination of employment. Any question regarding whether the Participants employment has terminated in connection with a leave of absence or other absence from active employment shall be determined by the Committee, in its sole discretion, taking into account the provisions of applicable law and the Corporations generally applicable employment policies and practices. The Committee also may suspend the operation of the termination of employment provisions of this Agreement for such period and upon such terms and conditions as it may deem necessary or appropriate to further the interests of the Corporation.
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4. Change in Control. Notwithstanding anything in Section 6 to the contrary, Section 9 of the Plan shall apply in the event of a Change in Control.
5. Adjustment in Capitalization. In the event that the Committee shall determine that any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Stock at a price substantially below fair market value, or other similar corporate event affects the Stock such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the Committee shall, in such manner as the Committee may deem equitable (in its sole discretion), adjust any or all of the number and kind of units subject to this Award and/or, if deemed appropriate, make provision for a cash payment to the person holding this Award; provided, however, that, unless the Committee determines otherwise, the number of Restricted Stock Units subject to this Award always shall be a whole number.
6. Settlement of Restricted Stock Units. Subject to the provisions of Section 4 and this Section 6, the Corporation shall deliver to the Participant (or, if applicable, the Participants Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Restricted Stock Units covered by the Award that have become vested and nonforfeitable within 90 days after the earliest of (i) the Participants death, (ii) the Participants Disability, (iii) the Participants Separation from Service, or (iv) the Vesting Date.
Notwithstanding the foregoing, if the Participant is (or is reasonably expected to be) a covered employee within the meaning of Section 162(m) of the Code for the calendar year in which delivery of Stock would ordinarily be made to the Participant, the Corporation shall delay delivery to the Participant of that portion of the shares of Stock for which the Corporation reasonably believes that Section 162(m) of the Code will preclude the Corporation from taking a compensation expense deduction until the Participants Separation from Service.
Delivery of shares upon a Separation from Service under this Section shall be subject to the six-month delay rule in Section 6(d) of the Plan, if applicable.
In accordance with terms and conditions established by the Committee, the Participant may be eligible to defer delivery of shares under the terms of the Corporations Key Employee Deferred Compensation Plan (2005) (or any successor plan or program) (the Deferred Compensation Plan).
7. Notice. Any notice given hereunder to the Corporation shall be addressed to The Chubb Corporation, Attention: Corporate Secretary, 15 Mountain View Road, P.O. Box 1615, Warren, New Jersey 07061-1615, and any notice given hereunder to the Participant shall be addressed to the Participant at the Participants address as shown on the records of the Corporation.
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8. Restrictive Covenants. As a condition to the receipt of the Award made hereby, the Participant, an experienced senior executive who produces and/or has access to the Corporations confidential and proprietary information, agrees to be bound by the terms and conditions hereof and of the Plan, including the following restrictive covenants and other provisions:
(a) Non-Disclosure. Except as the Participant reasonably and in good faith determines to be required in the faithful performance of the Participants duties to the Corporation or in accordance with Section 8(d), the Participant shall maintain in confidence and, without prior written authorization from the Corporations Chief Executive Officer, shall not, directly or indirectly, disclose, disseminate, publish or otherwise use, for the Participants benefit or the benefit of any other person, any confidential or proprietary information, material or trade secrets of or relating to the business of the Corporation (including, without limitation, information with respect to the operations, processes, products, inventions, business practices, finances, clients, customers, policyholders, agents, vendors, suppliers, methods, costs, prices, contractual relationships, regulatory status, strategic business plans, technology, designs, compensation paid to employees or other terms of employment, of the Corporation) that is acquired by the Participant either during or after employment with the Corporation (Proprietary Information). The Participants obligations under the preceding sentence shall continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Participants direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Corporation. The Participant and the Corporation hereby stipulate and agree that, as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Corporation.
(b) Non-Solicitation. Unless the Participant has received prior written authorization from the Corporations Chief Executive Officer, the Participant shall not during his or her employment or service with the Corporation and for a period of one year following any termination of such employment or service relationship (the Restricted Period):
(i) Directly or indirectly, solicit, recruit, persuade, encourage or otherwise induce to become employed by, become associated with or consult for, any person or entity other than the Corporation, or hire or employ, any individual who is or was employed by the Corporation at any time during the Restricted Period or the one-year period preceding the Restricted Period; or
(ii) Directly or indirectly, solicit or accept business on behalf of a Competitive Business from any Customer with whom the Participant has had, or employees reporting to the Participant have had, personal contact or dealings on behalf of the Corporation during the one-year period preceding the Restricted Period.
Customer shall mean a person or entity to which the Corporation is at the time providing services (which includes the provision of insurance or any other contractual obligation under any products of the Corporation). For the avoidance of doubt, it is understood and agreed that the term Customer includes any broker, agent, or other third party acting for or on behalf of such broker or agent.
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Competitive Business shall mean any person (including any joint venture, partnership, firm, corporation, limited liability company or other entity), business, business unit or division that engages, directly or indirectly, in the Restricted Territory in the property and casualty insurance business including, but not limited to, commercial insurance, personal insurance, specialty insurance, surety, excess and surplus lines, and/or reinsurance, and/or any other business that is a significant business of, the Corporation as of the date of the Participants termination of employment or service with the Corporation; provided, however, that a business set forth above shall not be considered a Competitive Business in the event that, as of the date of the Participants termination of employment or service with the Corporation, such business is no longer a business of the Corporation.
Restricted Territory shall mean anywhere in the United States or in any other country where the Corporation engages in, or has taken active steps to engage in, business as of the date of the Participants termination of employment or service with the Corporation.
(c) Inventions. The Participant shall disclose promptly and assign to the Corporation all right, title, and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Corporation, relating in any manner to the actual or anticipated business, research or development work of the Corporation and shall do anything reasonably necessary to enable the Corporation to secure a patent, copyright or any other intellectual property rights where appropriate in the United States and in foreign countries.
(d) Legally Required Disclosure. If the Participant is required to disclose any Proprietary Information pursuant to applicable law or a valid subpoena or court order, the Participant shall promptly notify the Corporation in writing of any such requirement so that the Corporation may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Section 8. The Participant shall reasonably cooperate with the Corporation to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time that the Participant is required to make the disclosure, or if the Company waives compliance with the provisions of this Section 8, the Participant shall disclose only that portion of the Proprietary Information which he is advised by counsel that he is legally required to disclose.
(e) Relief with Respect to Violations of Covenants. Failure to comply with the provisions of this Section 8 at any point before payment is made in respect of the Restricted Stock Units covered by the Award shall cause such Restricted Stock Units to be canceled and rescinded without any payment therefor. For the avoidance of doubt, following a failure to comply with this Section 8, any payment(s) in respect of any portion of the Restricted Stock Units covered by the Award that has/have been deferred under the Deferred Compensation Plan or otherwise shall be forfeited, and accordingly the Participant shall have no further right to receive any such payment(s). In the event that all or any portion of the Restricted Stock Units covered by this Award shall have been settled within twelve months of the date on which any breach by the Participant of any of the provisions of this Section 8 shall have first occurred, the Committee (or its delegate) may require that the Participant repay, and the Participant shall promptly repay, to the Corporation the value of any cash or property (with interest or appreciation (if any), as applicable, through the date repayment is made, as determined by the Committee (or its delegate) in its sole discretion), including the Fair Market Value of any Stock
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(determined as of the date of such termination of employment), that was conveyed to the Participant within such period in respect of such Restricted Stock Units. Additionally, the Participant agrees that the Corporation shall be entitled to an injunction, restraining order, or such other equitable relief restraining the Participant from committing any violation of the covenants or obligations contained in this Section 8. These rescission rights and injunctive remedies are cumulative and are in addition to any other rights and remedies the Corporation may have at law or in equity. The Participant acknowledges and agrees that the covenants and obligations in this Section 8 relate to special, unique, and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations will cause the Corporation irreparable injury for which adequate remedies are not available at law.
(f) Reformation. The Participant agrees that the provisions of this Section 8 are necessary and reasonable to protect the Corporation in the conduct of its business. If any restriction contained in this Section 8 shall be deemed to be invalid, illegal, or unenforceable by reason of the duration or geographical scope hereof or by reason of its being too extensive in any other respect, then the court making such determination shall have the right to reduce such duration, geographical scope, or other provisions hereof to apply only to the maximum period of time, maximum geographical scope or maximum extent in all other respects as to which it may be enforceable, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.
(g) As used in this Section 8, the term Corporation shall include the Corporation and any Subsidiary or Affiliate thereof.
9. Withholding. At the Committees discretion, the Participant shall be required to either pay to the Corporation the amount of any taxes required by law to be withheld as may be necessary in the opinion of the Corporation to satisfy tax withholding required under the laws of any country, state, province, city, or other jurisdiction with respect to Stock deliverable hereunder or, in lieu thereof, the Corporation shall have the right to retain (or the Participant may be offered the opportunity to elect to tender) the number of shares of Stock whose Fair Market Value equals such amount required to be withheld.
10. Committee Discretion; Delegation. Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion and in accordance with the terms of the Plan, may take any action that is authorized under the terms of the Plan that is not contrary to the express terms hereof, including accelerating the lapse of the Restriction Period with respect to all or any portion of the Restricted Stock Units covered by the Award, at such times (including, without limitation, upon or in connection with the Participants termination of employment) and upon such terms and conditions as the Committee shall determine. Nothing in this Agreement shall limit or in any way restrict the power of the Committee, consistent with the terms of the Plan, to delegate any of the powers reserved to it hereunder to such person or persons as it shall designate from time to time.
11. No Right to Continued Employment. Neither the execution and delivery hereof nor the granting of the Award shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Corporation or any of the Subsidiaries to employ or continue the employment of the Participant for any period.
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12. Governing Law and Jurisdiction. The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of New Jersey (without reference to the principles of conflicts of law). Any disputes involving this Agreement must be brought in a state or federal court in New Jersey, and the Participant acknowledges and agrees that such courts have jurisdiction over both parties.
13. Signature in Counterpart. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument. This Agreement may be accepted by the Participant by means of manual signature, electronic signature, or electronic acceptance, and electronically accepted, facsimile or .pdf versions shall be deemed to be originals.
14. Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the Corporation and the Participant and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Corporation or the Participant or their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
15. Amendment. The Committee may affirmatively act to amend, modify, or terminate this Agreement at any time or from time to time prior to payment in any manner not inconsistent with the terms of the Plan. Any such action by the Committee shall be subject to the Participants consent if the Committee determines that such action would have a materially adverse effect on the Participants rights under the Award, whether in whole or in part. Notwithstanding the foregoing, the Committee, in its sole discretion, may amend the Award if it determines such amendment is necessary or advisable for the Corporation to comply with applicable law (including Section 409A), regulation, rule, or accounting standard. As soon as is administratively practicable following the date of any such amendment to this Agreement, the Corporation shall notify the Participant of the amendment; provided, however, that failure to provide such notice shall not invalidate or otherwise impair the enforceability of such amendment.
16. Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the date hereof (collectively, Section 409A). Without limiting the generality of Section 15, and notwithstanding any provision of the Plan or this Agreement to the contrary, if at any time the Committee determines that the Award may be subject to Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) (a) to adopt such amendments to the Plan or this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect) that it determines are necessary or appropriate to preserve the intended tax treatment of the benefits provided with respect to the Award, to preserve the economic benefits thereof or to avoid less favorable accounting or tax consequences for the Corporation or any of the Subsidiaries and/or (b) to take any other actions that it determines are necessary or appropriate to exempt the Award from Section 409A or to comply with the requirements of Section 409A and thereby avoid the
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application of penalty taxes thereunder. Notwithstanding anything herein to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Participant or any other person to the Corporation or any of its Affiliates, employees or agents.
17. Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Participant have executed this Agreement in duplicate as of the day and year first above written.
THE CHUBB CORPORATION | ||
By: |
| |
Chairman, President & Chief Executive Officer | ||
By: |
| |
Participant |
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THE CHUBB CORPORATION
CERTIFICATION
I, John D. Finnegan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Chubb Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 7, 2014 |
/s/ John D. Finnegan |
John D. Finnegan Chairman, President and Chief Executive Officer |
THE CHUBB CORPORATION
CERTIFICATION
I, Richard G. Spiro, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Chubb Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 7, 2014 |
/s/ Richard G. Spiro |
Richard G. Spiro Executive Vice President and Chief Financial Officer |
THE CHUBB CORPORATION
CERTIFICATION OF PERIODIC REPORT
I, John D. Finnegan, Chairman, President and Chief Executive Officer of The Chubb Corporation (the Corporation), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | the Quarterly Report on Form 10-Q of the Corporation for the quarterly period ended June 30, 2014 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. |
Dated: August 7, 2014 |
/s/ John D. Finnegan |
John D. Finnegan Chairman, President and Chief Executive Officer |
THE CHUBB CORPORATION
CERTIFICATION OF PERIODIC REPORT
I, Richard G. Spiro, Executive Vice President and Chief Financial Officer of The Chubb Corporation (the Corporation), certify, pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | the Quarterly Report on Form 10-Q of the Corporation for the quarterly period ended June 30, 2014 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. |
Dated: August 7, 2014 |
/s/ Richard G. Spiro |
Richard G. Spiro Executive Vice President and Chief Financial Officer |
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