11-K 1 d428520d11k.htm FORM 11-K FORM 11-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 11-K

PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

  þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, 2015

OR

 

  ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to               

Commission file number 001-11778

A. Full title of the plan:

CAPITAL ACCUMULATION PLAN OF THE CHUBB

CORPORATION

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Chubb Limited

Baerengasse 32

Zurich, Switzerland CH-8001

 

 

 


Table of Contents

Capital Accumulation Plan of The Chubb Corporation

Financial Statements and Supplemental Schedule

Year Ended December 31, 2015

Contents

 

Report of Independent Registered Public Accounting Firm

     1   

Financial Statements

  

Statements of Net Assets Available for Benefits

     3   

Statement of Changes in Net Assets Available for Benefits

     4   

Notes to Financial Statements

     5   

Supplemental Schedule

  

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

     19   

Signature

     20   

Exhibit 23.1

     21   


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Chubb U.S. Retirement Committee

Capital Accumulation Plan of The Chubb Corporation

Report on the Financial Statements

We have audited the accompanying financial statements of the Capital Accumulation Plan of The Chubb Corporation, which comprise the statement of net assets available for benefits as of December 31, 2015, the related statement of changes in net assets available for benefits for the year ended December 31, 2015, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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 of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Plan’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Capital Accumulation Plan of The Chubb Corporation as of December 31, 2015, and the changes in net assets available for benefits for the year then ended in accordance with principles generally accepted in the United States of America.

 

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Report on Supplemental Information

Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The supplemental schedule of assets (held at end of year), is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information is the responsibility of the Plan’s management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

Other Matter

The financial statements of the Capital Accumulation Plan of The Chubb Corporation as of December 31, 2014, were audited by other auditors whose report dated June 25, 2015, expressed an unmodified opinion on those statements.

/s/ WeiserMazars LLP

Fort Washington, PA

October 3, 2016

 

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Capital Accumulation Plan of The Chubb Corporation

Statements of Net Assets Available for Benefits

 

     December 31  
     2015      2014  

Assets

     

Investments at fair value:

     

The Chubb Corporation common stock

   $ 579,214,076       $ 536,345,540   

Mutual funds

     1,600,056,001         1,566,232,180   

Money market funds

     355,825,096         52,282,123   
  

 

 

    

 

 

 

Total Investments at fair value

     2,535,095,173         2,154,859,843   

Investments at contract value:

     

Stable value funds

     10,199,647         313,567,272   
  

 

 

    

 

 

 

Total Investments

     2,545,294,820         2,468,427,115   
  

 

 

    

 

 

 

Receivables:

     

Employer contributions

     1,913,533         382,795   

Notes receivable from participants

     26,550,638         26,312,964   

Accrued interest and dividends

     2,547,359         2,596,405   

Due from broker

     3,417,046         —     
  

 

 

    

 

 

 

Total Receivables

     34,428,576         29,292,164   
  

 

 

    

 

 

 

Total Assets

     2,579,723,396         2,497,719,279   

Liabilities

     

Due to broker

     —           1,896,454   

Accrued investment fees

     3,048         73,285   
  

 

 

    

 

 

 

Total Liabilities

     3,048         1,969,739   
  

 

 

    

 

 

 

Net assets available for benefits

   $ 2,579,720,348       $ 2,495,749,540   
  

 

 

    

 

 

 

See accompanying notes.

 

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Capital Accumulation Plan of The Chubb Corporation

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2015

 

Additions

  

Investment income:

  

Net appreciation in fair value of investments

   $ 89,730,926   

Interest and dividends

     91,822,623   
  

 

 

 

Total investment income

     181,553,549   
  

 

 

 

Interest income on notes receivable from participants

     1,090,670   

Contributions:

  

Participant:

  

Pre-tax

     63,398,996   

After-tax

     1,919,180   

Employer

     30,828,782   

Rollovers

     6,184,530   
  

 

 

 

Total contributions

     102,331,488   
  

 

 

 

Total additions

     284,975,707   
  

 

 

 

Deductions

  

Deductions from net assets attributable to:

  

Benefit payments

     200,889,121   

Defaulted participant notes receivable, net

     47,138   

Administrative expenses

     68,640   
  

 

 

 

Total deductions

     201,004,899   
  

 

 

 

Net increase

     83,970,808   

Net assets available for benefits

  

Beginning of year

     2,495,749,540   
  

 

 

 

End of year

   $ 2,579,720,348   
  

 

 

 

See accompanying notes.

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements

December 31, 2015

1. Plan Description

The following is a brief description of the Capital Accumulation Plan of The Chubb Corporation (the “Plan”). Participants should refer to the Plan document, which is maintained by the Chubb U.S. Retirement Committee (the “Plan Administrator”), for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act (“ERISA”).

General

On June 30, 2015, The Chubb Corporation, a New Jersey corporation (the “Company”), entered into an Agreement and Plan of Merger (Merger Agreement) with ACE Limited (“ACE”), a company organized under the laws of Switzerland, and William Investment Holdings Corporation (“Merger Sub”), a New Jersey corporation and a wholly owned indirect subsidiary of ACE, which provided for the acquisition of the Company by ACE (the “Merger”).

On January 14, 2016, the Merger closed, with Merger Sub merging with and into the Company. On January 15, 2016, the Company was merged with and into ACE INA Holdings Inc., a wholly owned indirect subsidiary of ACE, with ACE INA Holdings Inc. continuing as the surviving corporation. In connection with the acquisition of the Company, ACE changed its name to Chubb Limited and ACE INA Holdings Inc. changed its name to Chubb INA Holdings Inc.

Under the terms of the Merger Agreement, the Plan terminated upon closing of the Merger. This closed the Plan to new contributions and rollovers while still allowing participants to exchange investments between options, with the exception of the Company Stock Fund and the ESOP Fund that were closed to new investment.

Unless otherwise noted, these Notes to Financial Statements reflect the Plan as of December 31, 2015, and therefore do not reflect the Merger or the Merger’s impact on the Plan.

Eligibility

An employee becomes eligible to participate in the Plan, and to receive employer matching contributions, on the first day of the month following completion of one full calendar month of service.

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

1. Plan Description (continued)

 

Contributions

Participants may elect to contribute pre-tax and after-tax contributions, up to the maximum amount permitted by the Internal Revenue Code, but not greater than 50% of their compensation, as defined by the Plan. Effective July 1, 2008, the Company amended the Plan to provide automatic enrollment for eligible employees with initial pre-tax contributions by the employees of 4% of their compensation with an increase of 1% annually thereafter, to a maximum of 10%. Effective January 1, 2015 the 10% cap maximum limit on contributions made via automatic escalation was lifted and automatic escalation was limited to participants who were auto enrolled. Participants may also make rollover contributions from other qualified plans. The Company matches 100% of participant pre-tax contributions up to 4% of their annual compensation as defined in the Plan. Participants age 50 and older who contribute at least 4% of pre-tax pay qualify to make unmatched additional “catch-up” contributions according to the schedules and maximum amounts permitted by the Internal Revenue Code for each year.

Vesting

Participants are immediately and fully vested in their contributions plus actual earnings thereon. Participants in the Plan become 100% vested in the Company’s matching contributions plus actual earning thereon after three years of service.

Forfeitures

Employees who terminate employment prior to becoming 100% vested may forfeit the nonvested portion of their account balance, plus actual earnings thereon. Forfeitures, plus earnings thereon, can be used by the Company to reduce future employer contributions and to pay administrative expenses. Participants that resume employment prior to incurring five consecutive one year breaks in service are entitled to have previously forfeited amounts restored to their account. If forfeitures for any Plan year are not sufficient to restore forfeited amounts, the Company is required to contribute the remaining balance. Forfeitures from employees for the year ended December 31, 2015 were $592,609 with a balance of $143,784 available to reduce future employer contributions or to pay administrative expenses. For 2014, forfeitures amounted to $548,701 with a December 31, 2014 balance of $124,380.

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

1. Plan Description (continued)

 

Participant Accounts

Contributions are invested by Fidelity Management Trust Company (the “Trustee”) according to the investment options elected by the participants and are held by the Trustee in a trust. For participants automatically enrolled, the investment option selected is the Vanguard Target Date Retirement mutual fund with a target date closest to the participant’s 65th birthday.

Loans

Participants may borrow a minimum of $1,000 up to a maximum equal to the lesser of a) $50,000, b) 50% of their vested account balance, or c) 50% of the participant’s annualized rate of compensation, as defined, at the time the loan is requested. Each participant can have up to two loans outstanding at any time as long as the two loans, collectively, do not exceed the maximum limits. The principal portion of the loan is repayable by check or through payroll deductions and bears interest at the prime rate, plus 1%, as determined on the last day of the month preceding the loan. As of December 31, 2015 and 2014, the interest rates on outstanding loans ranged from 4% to 9%.

Loans that are in default are accounted for as a reduction of net assets available for benefits in the year the default occurs.

Payment of Benefits

Upon attaining the normal retirement age (65) or in certain circumstances, the attainment of age 59 12, a participant is entitled to his or her vested benefits in the form of a lump sum payment, an annuity or installment payments, as prescribed by the Plan. In addition, participants may withdraw funds from the Plan upon termination of employment or, subject to the approval of the Plan Administrator, participants may request a withdrawal of a portion of their balance in the case of financial hardship, as defined. 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) a lump sum, (b) installments as elected by the participant prior to death, or (c) installment payments as elected by the participant’s beneficiary.

Upon request, any lump sum distribution to a participant or his or her beneficiary from Company common stock may be made in shares in lieu of cash payments.

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

1. Plan Description (continued)

 

Administration Expenses

Unless paid by the Company, the Trustee pays the expenses of the Plan using plan assets. For 2015 and 2014, the following expenses have been paid by the Plan: (a) brokerage costs, (b) other expenses in connection with the purchase and sale of assets by the manager of funds, (c) fees paid for asset management, and (d) certain overhead expenses directly attributable to the administration of the Plan. Qualified Domestic Relations Order (QDRO) fees are paid for by the individual participant from the participant’s account, as these fees are not paid by the Plan sponsor or the Trustee.

Company Stock

Through January 14, 2016 the Plan permitted participants to invest in common stock of the Company through the Plan’s Company Stock Fund. The Plan also included an ESOP fund which is invested in Company stock. Participants in the ESOP fund are able to diversify their holdings out of the fund but are not permitted to purchase additional units. Both company stock funds may hold cash or short-term securities, although these are expected to be a small percentage of the fund’s net assets.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accounting and financial reporting policies of the Plan are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).

Fair Value Measurement

The Plan’s investments are valued at fair value as of December 31, 2015 and 2014 (see Note 4) with the exception of fully benefit-responsive investment contracts, which are carried at contract value, and participant loans, which are carried at their unpaid principal balance plus any accrued but unpaid interest.

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

The Stable Value Portfolio (Fully Benefit-Responsive Investment Contracts)

The Plan includes investments in stable value funds that are fully benefit-responsive. The statements of net assets available for benefits present the fully benefit-responsive investment contracts at contract value. The statements of net assets available for benefits are also prepared on a contract value basis.

Fidelity Management Trust Co. acts as the manager of the Stable Value Portfolio (“SVP”).

It is the policy of the manager of the SVP to use its best efforts to maintain a stable net asset value of $1.00 per unit; however, there is no guarantee that the manager will be able to maintain this value.

The SVP is invested in short to intermediate term fixed income securities and cash equivalents represented by shares in a money market fund. In addition, the SVP includes “wrap” contracts issued by third parties and may include derivative instruments such as futures contracts and swap agreements.

A wrap contract is an agreement by a third party, such as a bank or insurance company, to make payments to a portfolio in certain circumstances. Wrap contracts are designed to allow a stable value portfolio to maintain a stable net asset value of $1.00 per unit and to protect the portfolio in extreme circumstances. In a typical wrap contract, the wrap issuer agrees to pay a portfolio the difference between the contract value and the fair value of the underlying assets once the fair value has been totally exhausted. This could happen if a portfolio experiences significant redemptions (redemption of most of a portfolio’s units) during a time when the fair value of a portfolio’s underlying assets is below contract value, and fair value is ultimately reduced to zero. If that occurs, the wrap issuer agrees to pay the portfolio an amount sufficient to cover unitholder redemptions and certain other payments (such as portfolio expenses), provided all the terms of the wrap contract have been met. Purchasing wrap contracts is similar to buying insurance, in that a portfolio pays a fee to protect against a relatively unlikely event (the redemption of most of the shares of a portfolio). Fees the SVP pays for wrap contracts are offset against interest income.

A wrap issuer may terminate a wrap contract at any time. In the event that the fair value of the SVP’s covered assets is below its contract value at the time of such termination, the manager of

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

the SVP may elect to keep the wrap contract in place until such time as the fair value of the SVP’s covered assets is equal to its contract value, normally over the duration of the SVP’s covered assets measured at notification date.

Wrap contracts limit the ability of the SVP to transact at contract value upon the occurrence of certain events. Such events include the following: (i) amendments to the Plan including changes in the investment options, transfer procedures or withdrawal rights not consented to by the wrap issuer, (ii) termination of the Plan, (iii) changes to Plan’s prohibition of direct transfers from the SVP to a competing investment option, (iv) other Plan Sponsor events (e.g., divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the SVP or, (v) the failure of the plan to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA.

The crediting rate, and hence the SVP’s return, may be affected by many factors, including purchases and redemptions by unitholders. The impact depends on whether the fair value of the underlying assets is higher or lower than the contract value of those assets. If the fair value of the underlying assets is higher than their contract value, the crediting rate will ordinarily be higher than the yield of the underlying assets. If the fair value of underlying assets is lower than their contract value, the crediting rate will ordinarily be lower than the yield of the underlying assets.

As more fully described in Note 1, a plan termination would trigger an inability of the Plan’s participants to transact redemptions in the SVP at contract value. Therefore, subsequent to the Company’s and ACE’s shareholders’ approval of the merger, the Company instructed the manager to shorten the duration of the SVP portfolio and to amortize the excess of market value over book value over a period roughly anticipated to be within 12 months after the merger close. Thereafter, any remaining balance in the SVP is expected to be rolled into a money market fund.

Investment Income

Purchases and sales of securities are recorded on trade dates. Gains or losses on the sale of securities are based on historic cost. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis.

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates.

Payment of Benefits

Benefit payments to participants are recorded when paid.

Subsequent Events

Management performed an evaluation of subsequent events through October 3, 2016, the date the financial statements were available to be issued.

On January 14, 2016, the Company was acquired by ACE pursuant to the Merger Agreement. Refer to Note 1 for information on the impact of the merger on the Plan.

New Accounting Pronouncements

In May 2015, the FASB issued Accounting Standards Update 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent), (ASU 2015-07). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy investments for which fair values are estimated using the net asset value practical expedient provided by Accounting Standards Codification 820, Fair Value Measurement. Disclosures about investments in certain entities that calculate net asset value per share are limited under ASU 2015-07 to those investments for which the entity has elected to estimate the fair value using the net asset value practical expedient. ASU 2015-07 is effective for entities (other than public business entities) for fiscal years beginning after December 15, 2016, with retrospective application to all periods presented. Early application is permitted. Management elected adoption of ASU 2015-07 for the 2015 Plan year and, accordingly, the presentation of the fair value measurement note herein has been changed to reflect such adoption.

In July 2015, the FASB issued Accounting Standards Update 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient (ASU 2015-12). Part I of ASU 2015-12 eliminates the requirements to measure the fair value of fully benefit-responsive investment contracts and provide certain disclosures. Contract value is the only required measure for fully benefit-responsive investment contracts. Part II of ASU 2015-12 eliminates the requirements to disclose individual investments that represent 5 percent or more of net assets available for benefits and the net appreciation or depreciation in fair value of investments by general type. It also simplifies the level of disaggregation of investments that are measured using fair value. Plans will continue to disaggregate investments that are measured using fair value by general type; however, plans are no longer required to also disaggregate investments by nature, characteristics and risks. Further, the disclosure of information about fair value measurements shall be provided by general type of plan asset. Part III of ASU 2015-12 allows a plan with a fiscal year end that doesn’t coincide with the end of a calendar month to measure its investments and investment-related accounts using the month end closest to its fiscal year end. ASU 2015-12 is effective for fiscal years beginning after December 15, 2015. Parts I and II are to be applied retrospectively. Part III is to be applied prospectively. Plans can early adopt any of the ASU 2015-12’s three parts without early adopting the other parts. Management has elected to early adopt Parts I and II for the 2015 Plan year and, accordingly, the presentation of the financial statements and notes herein have been changed to reflect such adoption. Part III is not applicable to the Plan.

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

3. Investments

The following open-end wrap contract was held by the SVP at December 31, 2015:

 

Wrap Contract Provider

   Rating      Underlying
Assets at Fair
Value
     Underlying
Assets at
Contract Value
 

The Prudential Insurance Co. of America

     AA-       $ 13,844,454       $ 10,199,647   

The following open-end wrap contracts were held by the SVP at December 31, 2014:

 

Wrap Contract Provider

   Rating      Underlying
Assets at Fair
Value
     Underlying
Assets at
Contract Value
 

American General Life Insurance Co.

     A+       $ 51,179,585       $ 50,282,286   

JPMorgan Chase Bank, NA

     A+         72,927,550         71,648,958   

Transamerica Premier Life Insurance Co.

     AA-         82,673,206         81,164,107   

State Street Bank & Trust Co.

     AA-         79,624,929         78,171,473   

The Prudential Insurance Co. of America

     AA-         32,876,857         32,300,448   
     

 

 

    

 

 

 

Total wrap contracts

      $ 319,282,127       $ 313,567,272   
     

 

 

    

 

 

 

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

4. Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:

 

    Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

 

    Level 2 Inputs to the valuation methodology include: (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar assets or liabilities in inactive markets; (c) inputs other than quoted prices that are observable for the asset or liability; and (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

 

    Level 3 Certain inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2015 and 2014, other than those required by the adoption of ASU 2015-07 and ASU 2015-12:

 

    The Chubb Corporation Common Stock: Valued at the closing price reported on the New York Stock Exchange (the active market on which the security is traded).

 

    Mutual and Money Market Funds: Valued based on quoted market prices, or if unavailable, directly from the fund company, representing the fair value of assets, minus liabilities.

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

4. Fair Value Measurements (continued)

 

 

    Stable Value Funds: Valued at the fair values of the underlying fixed income securities and terms of the underlying investment contracts as further discussed in Note 2. Fair values for the underlying fixed income securities are determined by 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.

Assets at fair value as of December 31, 2015 are as follows:

 

     Level 1      Level 2      Level 3      Total  

The Chubb Corporation common stock

   $ 579,214,076       $ —         $ —         $ 579,214,076   

Mutual funds

     1,600,056,001         —           —           1,600,056,001   

Money market funds

     355,825,096         —           —           355,825,096   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 2,535,095,173       $ —         $ —           2,535,095,173   
  

 

 

    

 

 

    

 

 

    

Stable value funds

              10,199,647   
           

 

 

 

Total investments

            $ 2,545,294,820   
           

 

 

 

Assets at fair value as of December 31, 2014 are as follows:

 

     Level 1      Level 2      Level 3      Total  

The Chubb Corporation common stock

   $ 536,345,540       $ —         $ —         $ 536,345,540   

Mutual funds

     1,566,232,180         —           —           1,566,232,180   

Money market funds

     52,282,123         —           —           52,282,123   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 2,154,859,843       $ —         $ —           2,154,859,843   
  

 

 

    

 

 

    

 

 

    

Stable value funds

              313,567,272   
           

 

 

 

Total investments

            $ 2,468,427,115   
           

 

 

 

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

5. Related Party Transactions

Certain Plan investments are shares of funds managed by Fidelity Management Trust Company (“FMTC”). FMTC is the trustee as defined by the Plan and, therefore, FMTC qualifies as a party-in-interest. Fees paid to FMTC by the Plan for management and administrative services amounted to $67,493 for the year ended December 31, 2015.

6. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated June 27, 2014, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. Although the Plan has been amended since receiving the determination letter, the Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore, believes the Plan is qualified and the related trust is tax-exempt. However, the Plan Administrator has indicated that it will take the necessary steps, if any, to bring the Plan’s operations into compliance with the Code.

Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015 and 2014 there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2012.

7. 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 reasonably assured that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

The Plan’s exposure to concentration of credit risk is limited by the diversification of investments. Additionally, the investments within each fund election are further diversified into

 

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Capital Accumulation Plan of The Chubb Corporation

Notes to Financial Statements (continued)

 

7. Risks and Uncertainties (continued)

 

various financial instruments, with the exception of Company common stock. The Plan’s exposure to credit risk on fully benefit-responsive investment contracts is limited to the fair value of the contracts with each counterparty.

8. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation between the statement of net assets available for benefits per the accompanying financial statements and the Form 5500:

 

     December 31  
     2015     2014  

Net assets available for benefits per Form 5500

   $ 2,583,365,155      $ 2,501,464,395   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     (3,644,807     (5,714,855
  

 

 

   

 

 

 

Net assets available for benefits per financial statements

   $ 2,579,720,348      $ 2,495,749,540   
  

 

 

   

 

 

 

The following is a reconciliation between the statement of changes in net assets available for benefits per the accompanying financial statements and the Form 5500:

 

     2015  

Net income (loss) per Form 5500

   $ 81,900,760   

Change in adjustment from fair value to contract value for fully benefit-responsive investment contracts

     2,070,048   
  

 

 

 

Net increase per financial statements

   $ 83,970,808   
  

 

 

 

 

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Supplemental Schedule

 

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Table of Contents

Capital Accumulation Plan of The Chubb Corporation

EIN #13-2595722 – Plan # 002

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2015

 

(a)    (b)    (c)    (d) ***      (e)  
    

Identity of Issue, Borrower,
Lessor or Similar Party

  

Description of Investments, Including
Maturity Date, Rate of Interest,
Collateral, Par or Maturity Date

   Cost      Current Value  

*

  

Stable Value Fund:

        
  

Prudential

   The Prudential Insurance Co. of America       $ 13,844,454   
  

Common Stock:

        

**

  

The Chubb Corporation

   Common Stock         579,214,076   
  

Mutual Funds:

        
  

Dodge & Cox

   Dodge & Cox Balanced         150,001,247   
  

T. Rowe Price

   T. Rowe Price Mid Cap Growth         119,187,593   
  

Morgan Stanley

   MSIF CP FX Inc 1         74,106,832   
  

Vanguard

   Vanguard Value Index Inst.         99,769,849   
  

Janus

   Janus High Yield Bond         47,173,811   
  

Goldman Sachs

   GS Midcap Value Ins.         44,345,892   
  

Vanguard

   Vanguard Small Growth Index Inst.         36,677,899   

**

  

Fidelity Spartan

   Spartan 500 Ind. Advan.         188,068,215   

**

  

Fidelity

   Fidelity Contrafund K         243,924,723   

**

  

Fidelity

   Fidelity Diversified International K         114,442,443   

**

  

Fidelity

   Fidelity Fund K         40,963,590   

**

  

Fidelity

   Fidelity OTC K         112,529,114   
  

Royce

   Royce Low Priced Stock IS         23,141,539   
  

Vanguard

   Vanguard Target Retirement Income         7,540,159   
  

Vanguard

   Vanguard Target Retirement 2010         4,251,598   
  

Vanguard

   Vanguard Target Retirement 2015         29,636,358   
  

Vanguard

   Vanguard Target Retirement 2020         69,356,713   
  

Vanguard

   Vanguard Target Retirement 2025         54,217,448   
  

Vanguard

   Vanguard Target Retirement 2030         42,194,684   
  

Vanguard

   Vanguard Target Retirement 2035         30,256,918   
  

Vanguard

   Vanguard Target Retirement 2040         16,578,574   
  

Vanguard

   Vanguard Target Retirement 2045         16,637,152   
  

Vanguard

   Vanguard Target Retirement 2050         10,050,757   
  

Vanguard

   Vanguard Target Retirement 2055         4,380,913   
  

Vanguard

   Vanguard Target Retirement 2060         1,393,259   
  

Wells Fargo

   Wells Fargo Advantage Emerging Markets Fund         19,228,721   
  

Money Market Funds:

        

**

  

Fimm Government Port C1 I

   Money Market Fund         51,591,645   

**

  

Interest Bearing Cash

   Money Market Fund         10,178   

**

  

Fidelity STIF

   Money Market Fund         304,223,273   
  

Participant loans

   Interest rates from 4.00% – 9.00%      -0-         26,550,638   
           

 

 

 
            $ 2,575,490,265   
           

 

 

 

 

* Excluding adjustment from fair value to contract value for fully benefit-responsive investment contract of $3,644,807.
** Party-in-interest to the Plan.
*** Cost not disclosed as all investments are participant directed.

 

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Chubb U.S. Retirement Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CAPITAL ACCUMULATION PLAN OF THE CHUBB CORPORATION
By:  

  /s/ Carolyn L. Kennedy

 

  Carolyn L. Kennedy, Chair of the

  Chubb U.S. Retirement

  Administrative Committee

Dated: October 3, 2016

 

20