11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the fiscal year ended December 31, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-8661
A. |
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Full title of the plan: |
CAPITAL ACCUMULATION PLAN OF THE CHUBB CORPORATION, CHUBB & SON INC. AND
PARTICIPATING AFFILIATES
B. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
The Chubb Corporation (the Corporation)
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 07061-1615
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
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1-2 |
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Financial Statements |
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3 |
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4 |
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5-11 |
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12 |
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13 |
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14 |
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Mitchell & Titus LLP
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15 |
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Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
Ernst & Young LLP
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16 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Profit Sharing Committee
Capital Accumulation Plan of The Chubb Corporation,
Chubb & Son Inc. and Participating Affiliates (the Plan)
We have audited the accompanying statement of net assets available for benefits of the Capital
Accumulation Plan of The Chubb Corporation, Chubb & Son Inc. and Participating Affiliates as of
December 31, 2006 and the related statement of change in net assets available for benefits for the
year then ended. These financial statements are the responsibility of the Plans administrators.
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2006, and the
changes in its net assets available for benefits for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as
a whole. The accompanying supplemental schedule of Assets (Held At End of Plans Year) is presented
for purposes of additional analysis and is not a required part of the financial statements but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plans administrators. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial statements taken as
a whole.
/s/
Mitchell & Titus LLP
New York, New York
June 25, 2007
1
Report
of Independent Registered Public Accounting Firm
The
Profit Sharing Committee
Capital Accumulation Plan of The Chubb Corporation,
Chubb & Son Inc. and Participating Affiliates
We have
audited the accompanying statements of net assets available for
benefits of The Capital Accumulation Plan of The Chubb Corporation,
Chubb & Son Inc. and Participating Affiliates (the
Plan) as of December 31, 2005 and the related
statement of changes in net assets available for benefits for the
year ended December 31, 2005. These financial statements are the
responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We
conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. We were
not engaged to perform an audit of the Plans internal control
over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the
Plans internal control over financial reporting. Accordingly,
we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of
the Plan at December 31, 2005, and the changes in its net assets
available for benefits for the year ended December 31, 2005, in
conformity with accounting principles generally accepted in the
United States.
/s/
ERNST & YOUNG LLP
June 27,
2006
2
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31 |
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2006 |
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2005 |
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Assets |
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Beneficial interest in The Chubb Corporation
Master Trust (Notes 2 and 3) |
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$ |
1,609,944,030 |
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$ |
1,471,137,572 |
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Participant loans |
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21,921,539 |
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21,316,317 |
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Employer match receivable |
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22,903,576 |
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22,422,015 |
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Net assets available for benefits reflecting all investments
at fair value |
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1,654,769,145 |
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1,514,875,904 |
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Adjustment from fair value to contract value for fully benefit
Responsive guaranteed investment contracts |
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3,188,331 |
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3,515,254 |
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Net assets available for benefits |
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$ |
1,657,957,476 |
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$ |
1,518,391,158 |
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See accompanying notes.
3
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
Statement of Changes in Net Assets Available for Benefits
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Year ended |
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December 31, 2006 |
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Contributions |
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Employees: |
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Participants |
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$ |
1,962,318 |
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Pay conversion |
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51,011,278 |
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Rollovers |
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4,469,152 |
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Total Employee Contribution |
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57,442,748 |
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Employer Match |
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23,701,495 |
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Total Contributions |
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81,144,243 |
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Investment Activities |
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Net investment gain allocated from The Chubb Corporation
Master Trust (Note 3) |
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162,723,146 |
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Interest on participant loans |
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1,349,685 |
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Total increase in net assets available for benefits derived from investment activities |
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164,072,831 |
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Deductions |
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Distributions to participants |
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(105,287,367 |
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Administrative expenses |
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(363,389 |
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Total deductions |
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(105,650,756 |
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Net change during the year |
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139,566,318 |
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Net assets available for benefits at December 31, 2005 |
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1,518,391,158 |
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Net assets available for benefits at December 31, 2006 |
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$ |
1,657,957,476 |
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See accompanying notes.
4
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
1. Plan Description
The
following is an overall description of the Capital Accumulation Plan
of The Chubb Corporation, Chubb & Son Inc. and
Participating Affiliates (the Plan). The Plan is a defined contribution
plan. The Plan is sponsored by The Chubb Corporation, Chubb & Son Inc. and
Participating Affiliates (the Plan Sponsor or
Employers). More detailed information may be obtained in
the Plan document which is maintained by the Profit Sharing Committee
(the Plan Administrator).
Eligibility:
Generally, each eligible employee may fully participate in the Plan upon the first business day of
the calendar quarter following the completion of one year of service and the attainment of age 21,
or the completion of two years of service if under age 21. An eligible employee may make pre-tax
pay conversion contributions and/or post-tax contributions on the first day of the month following
a full calendar month of employment, but no employer matching contribution will be made until the
full participation requirements described above are satisfied.
Contributions:
Under the Plan, a participant may elect to have up to 25% of his or her salary otherwise due from
the Employer contributed to the Plan by such Employer on a pre-tax basis (the pre-tax pay conversion contribution) or after-tax basis (the participant
contribution). Pre-tax pay conversion contributions were subject to a limitation of $15,000 for 2006. (The limitation has increased to $15,500 for 2007.) A
participants pre-tax pay conversion contributions are generally matched by the Employer dollar for dollar up to the first 4% of compensation (the employer matching
contribution). In addition to a participants pre-tax pay conversion contributions, a participant who attains at least age 50 by the end of the year may elect to have
part of his or her salary in excess of the limitation amount otherwise due from the Employer contributed to the Plan by the Employer on a pre-tax basis (catch-up
contributions). Catch-up contributions were subject to a limitation of $5,000 for 2006. (This limitation remains unchanged for 2007.) In addition, employees may make
rollover contributions from other qualified plans, certain annuity contracts, eligible government retirement plans and individual retirement accounts or annuities
that consist solely of eligible rollover contributions.
The Plan allows each participant the option of investing his or her own contributions and his or
her share of the employers matching contribution in several investment options. The investment
options are composed of investments in The Chubb Corporation common stock fund, various mutual
funds and a fixed income fund managed by an outside investment manager, subject to the Plans
guidelines. Participants may, subject to limitations, transfer their investments between funds at
their own request. The Chubb Stock Fund constitutes an employee stock ownership plan, under which
dividends may be paid and deducted by The Chubb Corporation.
Vesting:
A separate account is maintained for each participant. A participant is always 100% vested in the
portion of his or her account attributable to pre-tax pay conversion contributions and participant
contributions. Each participant employed on or prior to December 31, 1992 and until December 31,
2001 has a 100% vested nonforfeitable interest in the employer matching contributions (and earnings
credited thereon) in his or her account. A participant hired after December 31, 1992 and until
December 31, 2001 is required to complete five years of service in order to have a 100% vested
nonforfeitable interest in the employer matching contributions (and earnings credited thereon) in
his or her account. As of January 1, 2002, vesting is based on a six-year graded schedule, except
that vesting for participants employed as of December 31, 2001 shall be based on the better of the
previous five-year cliff vesting schedule or the six-year graded schedule. Service with affiliated
non-participating companies is credited in calculating participants vesting and eligibility
service. Forfeited balances of terminated participants nonvested accounts are used to reduce
future company contributions, restore formerly forfeited accounts of eligible rehired employees, or
pay plan expenses.
5
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
Distributions and Withdrawal of Contributions:
In certain circumstances, a participant may withdraw, from his or her account, an amount not
exceeding the aggregate current value of his or her own participant contributions, subject to
certain limitations. In the event of financial hardship, subject to limitations and penalties, an
active participant may withdraw certain amounts from his or her account. All withdrawals must be in
cash.
Loans:
Participants may obtain loans from the Plan. Loans are payable in equal installments representing a
combination of interest and principal by withholding from the participants semi-monthly paychecks,
and the outstanding principal amounts of any loans can be prepaid on any business day. In the event
a participant has a loan outstanding under the Plan, various limitations exist on such
participants rights to receive further loans under the Plan.
Payment of Vested Benefits:
Upon retirement, the balance in a participants account is payable to him or her in a lump sum or
in installments over 5, 10 or 15 years or over a period equal to his or her life expectancy or to
the joint life expectancies of the participant and his or her spousal beneficiary. In addition to
these options, a participant may elect to defer the lump sum payment or the commencement of
installments until a time which is not later than the April 1 of the calendar year following the
calendar year in which the participant attains age 701/2. In the event of termination of employment
other than by reason of retirement, disability or death, a participant will receive the balance in
his or her separate account in a lump sum payment. However, if the value in the participants
account is greater than a certain limit, the participant may choose either to receive the lump sum
distribution or to maintain his or her account in the Plan until age 65, disability or death. If a
participant dies, before or after retirement or after termination, any remaining balance in his or
her account is paid to his or her estate or beneficiary under any of the following payment options:
(a) lump sum, (b) installments as elected by the participant prior to death, or (c) installment
payments as elected by the participants beneficiary.
Upon request, any lump sum distribution to a participant or his or her beneficiary from the Chubb
Stock Fund or the ESOP (Employee Stock Ownership Plan) Fund may be made in common stock of The
Chubb Corporation in lieu of cash payments.
2. Summary of Significant Accounting Policies
Basis of Presentation:
The accounting and financial reporting policies of the Plan are in accordance with accounting
principles generally accepted in the United States of America.
Investment Valuation
The Chubb Master Trust (Master
Trust) held the assets of the Plan except for
participant loans, at December 31, 2006 and 2005.
The Plans investments in the Master Trust are valued as follows:
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The Chubb Corporation common stock is valued at the last reported sales price on the last
business day of the calendar year. |
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Investments in mutual funds are stated at fair value. The shares of registered
investment companies are valued at the quoted market price on the last business day of the
Plan year. |
6
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
Investment
valuation (continued)
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Investments in money market funds are valued at cost plus accrued interest which
approximates fair value. |
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The Stable Value Portfolio (the Fund) invests in investment contracts issued by
insurance companies and other financial institutions, in fixed income securities as further
described below, and money market funds to provide daily liquidity. Some investment
contracts are structured solely as a general debt obligation of the issuer. These
contracts provide for the payment of a specified rate of interest to the portfolio and for
the repayment of principal when the contract matures. Other
investment contract (wrapper
contracts) are purchased in conjunction with an investment by the Fund in fixed income
securities, which may include, but is not limited to, U.S. Treasury and agency bonds,
corporate bonds, mortgage-backed securities, asset-backed securities, futures contracts,
option contracts, swap agreements, and bond funds. Contract value represent contributions to the
fund plus interest accrued less redemptions. The interest rates for
the year ended December 31, 2006 ranged from 4.21% to 4.54%. Generally, interest rates reset quarterly or annually.
However, some rates extend through the maturity date of the contract. The average yield for
the years ended December 31, 2006 and 2005 was 4.38% and 4.13%, respectively. Generally,
these contracts are subject to certain restrictions or penalties in the event of early
withdrawal or liquidation. |
Participant loans are valued at the unpaid principal balances, with maturities ranging from one to
five years or ten years in the case of the purchase of a residence. Loans issued during the period
January 1, 1991 through March 20, 1994 bear interest at a rate which is equal to the prime rate
charged by Citibank, N.A., as of the applicable valuation date preceding the valuation date on
which the loan is made, rounded up to the next whole integer, except that the rate shall not exceed
the maximum rate permitted by applicable law. Loans executed after March 20, 1994 bear interest at
a rate which is equal to the prime rate as reported in The Wall Street Journal on the last business
day of the month preceding the valuation date on which the loan is made, rounded up to the next
whole integer, except that the rate shall not exceed the maximum rate permitted by applicable law.
The Stable Value Portfolio (Fully Benefit-Responsive Investment Contracts)
On December 29, 2005, the FASB issued FASB Staff Position AAG INV-1 and SOP 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (FSP). This FSP amends the guidance in AICPA Statement of Position 94-4, Reporting
of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension
Plans, with respect to the definition of fully benefit- responsive and the presentation and
disclosure of fully benefit-responsive investment contracts. The guidance in the FSP is effective
for financial statements with annual periods ending after December 15, 2006, and the Plan adopted
this guidance for the December 31, 2006 financial statements, with retroactive application to the
December 31, 2005 financial statements, which are presented for
comparative purposes.
The new FSP defines the use of investment contracts held by a defined-contribution plan are
required to be reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a defined-contribution plan
attributable to fully benefit-responsive investment contracts because contract value is the amount
participants would receive if they were to initiate permitted transactions under the terms of the
plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair
value of the investment contracts from fair value to contract value.
Adoption of the FSP had no effect on the Statement of Changes in Net
Assets Available for Benefits.
Security Transactions
Purchases and sales of securities are recorded on trade dates. Gains or losses on the sale of
securities are based on average cost.
Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual
basis.
7
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. Actual results could differ
from those estimates.
Reclassification
Certain
prior year balances have been reclassified to conform to current
years presentation.
8
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
3.
Investments in Master Trust
The Master Trust is managed by Fidelity Management Trust Company (the Trustee). Although the Plan
participants have the right to choose the investment fund(s) in which they want their accounts
invested, the Trustee has limited discretionary authority over the purchase and sale of the
underlying investments for certain of the investment funds, as specified in the Master Trust.
The Plans investments are in the Master Trust which was established for the investment of assets
of the Plan and The Chubb Corporations Employee Stock Ownership Plan (ESOP). At December 31, 2006
and 2005, the Plans interest in the net assets of the Master Trust was approximately 100%.
The following table presents the fair value of investments for the Master Trust at December 31,
2006 and 2005. Investments that represent 5% or more of the Master Trust investments as of December
31, 2006 and 2005 are separately identified.
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December 31 |
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2006 |
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2005 |
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Investments, at fair value |
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Fixed income securities: |
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Stable Value Portfolio |
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$ |
261,440,406 |
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$ |
270,327,182 |
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The Chubb Corporation common stock |
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452,151,477 |
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447,815,611 |
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Mutual funds: |
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Spartan U.S. Equity Index Fund |
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143,583,979 |
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133,702,764 |
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Fidelity Contrafund Fund |
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160,051,058 |
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141,954,523 |
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Fidelity Diversified International |
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108,323,658 |
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n/a |
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Other |
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445,473,561 |
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445,975,833 |
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Subtotal |
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857,432,256 |
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721,632,620 |
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Money market funds |
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38,919,891 |
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31,362,159 |
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Total |
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$ |
1,609,944,030 |
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$ |
1,471,137,572 |
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9
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
3.
Investments in Master Trust (continued)
Investment income for the Master Trust is as follows:
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Year ended |
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December 31 2006 |
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Net appreciation in fair value of investments
determined by quoted market price: |
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The Chubb Corporation common stock |
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$ |
35,614,508 |
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Mutual funds |
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57,641,526 |
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Total net appreciation |
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93,256,034 |
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Interest and dividend income |
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69,467,112 |
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Net investment income to the Master Trust |
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$ |
162,723,146 |
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4. Income Tax Status
The Plan received a determination letter from the Internal Revenue Service dated June 6, 2003,
stating the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and,
therefore, the related trust is exempt from taxation. Subsequent to the issuances of the
determination letter, the Plan was amended. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan administrator believes the Plan
has been operating in material compliance with applicable requirements of the Code.
Participants
currently pay no U.S. Federal income tax on employer matching contributions or
income earned by the Trust. When a participant, or his/her beneficiary or estate, receives a
distribution under the Plan, the distribution is generally taxable. The tax treatment of any
distribution from the Trust depends on individual circumstances.
5. Plan Expenses
Unless
paid by the Plan Sponsor, the Trustee pays the expenses of the Plan using Plan assets. For
2006 and 2005, the following expenses have been paid by the Plan: (a) taxes on the assets in the
Trust Fund or related income, (b) brokerage costs, (c) other expenses in connection with the
purchase and sale of assets by the managers of Funds, (d) fees paid for asset management and (e)
certain overhead expenses directly attributable to the administration of the Plan.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and those such changes could materially affect
the amounts reported in the statements of net assets available for benefits.
10
CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC.
AND PARTICIPATING AFFILIATES
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
6. Risks and Uncertainties (continued)
The Plans exposure to a concentration of credit risk is limited by the diversification of
investments. Additionally, the investments within each fund election are further diversified into
various financial instruments, with the exception of the Chubb Stock Fund, which invests primarily
in The Chubb Corporation common stock. The Plans exposure to credit risk on guaranteed investment
contracts is limited to the fair value of the contracts with each
counterparty. The Plan Administrator monitors such risk to mitigate
exposure.
7. Plan Termination
While the Employers have not expressed any intent to terminate the Plan, the Employers
reserve the right to amend, modify or terminate the Plan at any time. In the event of termination,
the value of Participants accounts will be paid in accordance with the provisions of the Plan and
the provisions of ERISA.
8.
Difference Between Financial Statements and Form 5500
The net
assets and change in net assets in the accompanying financial
statements will differ from the Form 5500 due to differences in the
way Stable Value fund contracts are valued.
11
Capital Accumulation Plan of The Chubb Corporation,
Chubb & Son Inc. and Participating Affiliates
Schedule H,
Line 4(i) Schedule of Assets (Held at End of Plans Year)
December 31, 2006
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Fair |
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Value |
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Participant loans* |
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$ |
21,921,539 |
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* |
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Interest rates range from 5% to 10% and
mature in one to five years or ten years in the case of the purchase of a
residence. |
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Profit
Sharing Committee of the Capital Accumulation Plan of The Chubb Corporation, Chubb & Son Inc. and
Participating Affiliates has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CAPITAL ACCUMULATION PLAN OF
THE CHUBB CORPORATION, CHUBB & SON INC. and PARTICIPATING AFFILIATES
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By: |
/s/ STEVEN M. VERSAGGI
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Steven M. Versaggi, Chairman of the |
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Profit Sharing Committee |
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Dated:
June 25, 2007
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EXHIBIT INDEX
Exhibit 23.1
Consent of Independent Registered
Public Accounting Firm Mitchell & Titus LLP
Exhibit 23.2
Consent of Independent Registered
Public Accounting Firm Ernst & Young LLP
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