ACE LTD, 10-Q filed on 8/7/2009
Quarterly Report
Consolidated Balance Sheets (USD $)
In Millions
Jun. 30, 2009
Dec. 31, 2008
Assets
 
 
Investments:
 
 
Fixed maturities available for sale, at fair value (amortized cost - $36,810 and $33,109) (includes hybrid financial instruments of $309 and $239)
$ 35,697 
$ 31,155 
Fixed maturities held to maturity, at amortized cost (fair value - $3,535 and $2,865)
3,517 
2,860 
Equity securities, at fair value (cost - $546 and $1,132)
423 
988 
Short-term investments, at fair value and amortized cost
2,081 
3,350 
Other investments (cost - $1,320 and $1,368)
1,363 
1,362 
Total investments
43,081 
39,715 
Cash
654 
867 
Securities lending collateral
1,370 
1,230 
Accrued investment income
478 
443 
Insurance and reinsurance balances receivable
4,016 
3,453 
Reinsurance recoverable on losses and loss expenses
13,430 
13,917 
Reinsurance recoverable on future policy benefits
348 
259 
Deferred policy acquisition costs
1,376 
1,214 
Value of business acquired
793 
823 
Prepaid reinsurance premiums
1,911 
1,539 
Goodwill and other intangible assets
3,756 
3,747 
Deferred tax assets
1,579 
1,835 
Investments in partially-owned insurance companies (cost - $373 and $737)
462 
832 
Other assets
2,401 
2,183 
Total assets
75,655 
72,057 
Liabilities
 
 
Unpaid losses and loss expenses
37,268 
37,176 
Unearned premiums
6,725 
5,950 
Future policy benefits
2,984 
2,904 
Insurance and reinsurance balances payable
3,075 
2,841 
Deposit liabilities
314 
345 
Securities lending payable
1,427 
1,296 
Payable for securities purchased
1,082 
740 
Accounts payable, accrued expenses, and other liabilities
2,257 
2,635 
Income taxes payable
115 
138 
Short-term debt
216 
471 
Long-term debt
3,322 
2,806 
Trust preferred securities
309 
309 
Total liabilities
59,094 
57,611 
Shareholders' equity:
 
 
Common Shares (CHF 32.51 and CHF 33.14 par value, 337,565,874 and 335,413,501 shares issued, 336,097,451 and 333,645,471 shares outstanding disclosed)
10,704 
10,827 
Common Shares in treasury [N] (1,468,423 and 1,768,030 shares)
(2)
(3)
Additional paid-in capital
5,453 
5,464 
Retained earnings
1,397 
74 
Deferred compensation obligation [N]
Accumulated other comprehensive income (loss)
(991)
(1,916)
Common shares issued to employee trust [N]
(3)
(3)
Total shareholders' equity
16,561 
14,446 
Total liabilities and shareholders' equity
$ 75,655 
$ 72,057 
Consolidated Balance Sheets (Parentheticals) (USD $)
In Millions, except Share data
Jun. 30, 2009
Dec. 31, 2008
Consolidated balance sheets- assets - parenthetical disclosures
 
 
Fixed maturities available for sale, at amortized cost
$ 36,810 
$ 33,109 
Fixed maturities available for sale, hybrid financial instruments
309 
239 
Fixed maturities held to maturity, at fair value
3,535 
2,865 
Equity securities, at cost
546 
1,132 
Other investments, at cost
1,320 
1,368 
Investments in partially-owned insurance companies, at cost
373 
737 
Consolidated balance sheets - equity - parenthetical disclosures
 
 
Common Shares - shares issued
337,565,874 
335,413,501 
Common Shares - shares outstanding
336,097,451 
333,645,471 
Common Shares in treasury - shares
1,468,423 
1,768,030 
Consolidated Balance Sheets (Parentheticals in CHF) (CHF SwF)
Jun. 30, 2009
Dec. 31, 2008
Common shares par value
 
 
Common shares - par value
SwF 32.51 
SwF 33.14 
Consolidated Statements of Operations and Comprehensive Income (USD $)
In Millions, except Per Share data
3 Months Ended
Jun. 30, 2009
6 Months Ended
Jun. 30, 2009
3 Months Ended
Jun. 30, 2008
6 Months Ended
Jun. 30, 2008
Revenue:
 
 
 
 
Gross premiums written
$ 5,117 
$ 9,652 
$ 5,293 
$ 9,702 
Reinsurance premiums ceded [N]
(1,702)
(2,813)
(1,695)
(2,950)
Net premiums written
3,415 
6,839 
3,598 
6,752 
Change in unearned premiums [N]
(149)
(379)
(170)
(384)
Net premiums earned
3,266 
6,460 
3,428 
6,368 
Net investment income
506 
1,008 
532 
1,021 
Net realized gains (losses):
 
 
 
 
Other-than-temporary impairment (OTTI) losses, gross [N]
(305)
(497)
(210)
(399)
Portion of OTTI losses recognized in other comprehensive income
191 
191 
Net OTTI losses recognized in income
(114)
(306)
(210)
(399)
Net realized gains (losses) excluding OTTI losses
(111)
(40)
84 
(80)
Net realized gains (losses)
(225)
(346)
(126)
(479)
Total revenues
3,547 
7,122 
3,834 
6,910 
Expenses:
 
 
 
 
Losses and loss expenses
1,821 
3,637 
1,895 
3,474 
Policy benefits
78 
177 
89 
152 
Policy acquisition costs
523 
1,004 
569 
1,037 
Administrative expenses
454 
874 
461 
836 
Interest expense
56 
109 
62 
108 
Other (income) expense [N]
(21)
(7)
(125)
(110)
Total expenses
2,911 
5,794 
2,951 
5,497 
Net income before tax
636 
1,328 
883 
1,413 
Income tax expense
101 
226 
137 
290 
Net income
535 
1,102 
746 
1,123 
Other comprehensive income (loss):
 
 
 
 
Unrealized (depreciation) appreciation
972 
526 
(731)
(1,228)
Reclassification adjustment for net realized (gains) losses included in net income [N]
157 
336 
169 
342 
Subtotal
1,129 
862 
(562)
(886)
Cumulative translation adjustments
325 
267 
33 
Pension liability [N]
(10)
(14)
Other comprehensive income (loss), before income tax
1,444 
1,115 
(555)
(852)
Income tax (expense) benefit related to other comprehensive income items [N]
(289)
(190)
27 
35 
Other comprehensive income (loss)
1,155 
925 
(528)
(817)
Comprehensive income (loss)
1,690 
2,027 
218 
306 
Earnings per share:
 
 
 
 
Basic earnings per share
1.58 
3.28 
2.20 
3.31 
Diluted earnings per share
$ 1.58 
$ 3.27 
$ 2.18 
$ 3.29 
Consolidated Statements of Shareholders' Equity (USD $)
In Millions
Preferred stock
Common stock
Treasury stock
Additional paid-in capital
Retained earnings
Deferred compensation, share-based payments
Accumulated net unrealized investment gain (loss)
Accumulated translation adjustment
Accumulated defined benefit plan adjustment
Accumulated income tax (expense) benefit
Common stock issued to employee trust
Total
1/1/2008 - 6/30/2008
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' equity - beginning of period
$ 2 
$ 14 
$ 0 
$ 6,812 
$ 9,080 
$ 3 
$ 596 
$ 231 
$ (58)
$ 0 
 
 
Effect of partial adoption of FAS 157
 
 
 
 
(4)
 
 
 
 
 
 
Effect of adoption of FAS 159
 
 
 
 
 
(6)
 
 
 
 
 
Balance - beginning of period, adjusted for effect of adoption of new accounting principle
 
 
 
 
9,082 
 
590 
 
 
 
 
 
Preferred Shares redeemed
(2)
 
 
(573)
 
 
 
 
 
 
 
 
Effect of adoption of FSP FAS 115-2 and FAS 124-2
 
 
 
 
 
 
 
 
 
 
Net shares issued under employee-based compensation plans
 
 
(13)
 
 
 
 
 
 
 
 
Exercise of stock options
 
 
80 
 
 
 
 
 
 
 
 
Dividends declared on Common Shares - par value reduction
 
 
 
 
 
 
 
 
 
 
 
Common shares issued in treasury, net of net shares redeemed under employee-based compensation plans
 
 
 
 
 
 
 
 
 
 
 
Share-based compensation expense (APIC)
 
 
 
66 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
1,123 
 
 
 
 
 
 
1,123 
Dividends declared on Common Shares [N]
 
 
 
925 
(186)
 
 
 
 
 
 
 
Dividends declared on Preferred Shares [N]
 
 
 
 
(24)
 
 
 
 
 
 
 
Common Shares stock dividend
 
10,920 
 
 
(9,995)
 
 
 
 
 
 
 
Accumulated other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation) on investments (AOCI), net of tax (expense) benefit of $(201) and $52
 
 
 
 
 
 
(834)
 
 
52 
 
 
Other-than-temporary impairments - fixed maturities HTM
 
 
 
 
 
 
 
 
 
 
 
Other-than-temporary impairments - fixed maturities AFS
 
 
 
 
 
 
 
 
 
 
 
Change in cumulative translation adjustment (AOCI), net of tax (expense) benefit of $(76) and $(17)
 
 
 
 
 
 
 
16 
 
(17)
 
 
Change in pension liability adjustment (AOCI), net of tax (expense) benefit of $5 and $nil
 
 
 
 
 
 
 
 
 
 
Shareholders' equity - end of period
10,934 
5,447 
(244)
247 
(57)
(3)
 
1/1/2009 - 6/30/2009
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' equity - beginning of period
10,827 
(3)
5,464 
74 
(1,712)
(161)
(43)
 
14,446 
Effect of partial adoption of FAS 157
 
 
 
 
 
 
 
 
 
 
Effect of adoption of FAS 159
 
 
 
 
 
 
 
 
 
 
Balance - beginning of period, adjusted for effect of adoption of new accounting principle
 
 
 
 
74 
 
(1,712)
 
 
 
 
 
Preferred Shares redeemed
 
 
 
 
 
 
 
 
 
 
Effect of adoption of FSP FAS 115-2 and FAS 124-2
 
 
 
 
221 
 
(267)
 
 
 
 
 
Net shares issued under employee-based compensation plans
 
68 
 
(72)
 
 
 
 
 
 
 
 
Exercise of stock options
 
 
 
 
 
 
 
 
 
 
Dividends declared on Common Shares - par value reduction
 
(192)
 
 
 
 
 
 
 
 
 
 
Common shares issued in treasury, net of net shares redeemed under employee-based compensation plans
 
 
 
 
 
 
 
 
 
 
 
Share-based compensation expense (APIC)
 
 
 
59 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
1,102 
 
 
 
 
 
 
1,102 
Dividends declared on Common Shares [N]
 
 
 
 
 
 
 
 
 
 
Dividends declared on Preferred Shares [N]
 
 
 
 
 
 
 
 
 
 
 
Common Shares stock dividend
 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation) on investments (AOCI), net of tax (expense) benefit of $(201) and $52
 
 
 
 
 
 
1,010 
 
 
(201)
 
 
Other-than-temporary impairments - fixed maturities HTM
 
 
 
 
 
 
 
 
 
 
 
Other-than-temporary impairments - fixed maturities AFS
 
 
 
 
 
 
 
 
 
 
 
Change in cumulative translation adjustment (AOCI), net of tax (expense) benefit of $(76) and $(17)
 
 
 
 
 
 
 
191 
 
(76)
 
 
Change in pension liability adjustment (AOCI), net of tax (expense) benefit of $5 and $nil
 
 
 
 
 
 
 
 
(9)
 
 
Shareholders' equity - end of period
10,704 
(2)
5,453 
1,397 
(969)
30 
(52)
(3)
16,561 
4/1/2009 - 6/30/2009
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' equity - beginning of period
 
 
 
 
 
 
 
 
 
 
 
 
Effect of partial adoption of FAS 157
 
 
 
 
 
 
 
 
 
 
 
 
Effect of adoption of FAS 159
 
 
 
 
 
 
 
 
 
 
 
 
Balance - beginning of period, adjusted for effect of adoption of new accounting principle
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Shares redeemed
 
 
 
 
 
 
 
 
 
 
 
 
Effect of adoption of FSP FAS 115-2 and FAS 124-2
 
 
 
 
 
 
 
 
 
 
 
 
Net shares issued under employee-based compensation plans
 
 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options
 
 
 
 
 
 
 
 
 
 
 
 
Dividends declared on Common Shares - par value reduction
 
 
 
 
 
 
 
 
 
 
 
 
Common shares issued in treasury, net of net shares redeemed under employee-based compensation plans
 
 
 
 
 
 
 
 
 
 
 
 
Share-based compensation expense (APIC)
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
 
 
 
535 
Dividends declared on Common Shares [N]
 
 
 
 
 
 
 
 
 
 
 
 
Dividends declared on Preferred Shares [N]
 
 
 
 
 
 
 
 
 
 
 
 
Common Shares stock dividend
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
Change in net unrealized appreciation (depreciation) on investments (AOCI), net of tax (expense) benefit of $(201) and $52
 
 
 
 
 
 
 
 
 
 
 
 
Other-than-temporary impairments - fixed maturities HTM
 
 
 
 
 
 
 
 
 
 
 
 
Other-than-temporary impairments - fixed maturities AFS
 
 
 
 
 
 
 
 
 
 
 
 
Change in cumulative translation adjustment (AOCI), net of tax (expense) benefit of $(76) and $(17)
 
 
 
 
 
 
 
 
 
 
 
 
Change in pension liability adjustment (AOCI), net of tax (expense) benefit of $5 and $nil
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' equity - end of period
 
 
 
 
 
 
 
 
 
 
 
$ 16,561 
Consolidated Statement of Cash Flows (USD $)
In Millions
6 Months Ended
Jun. 30,
2009
2008
Cash flows from operating activities:
 
 
Net income
$ 1,102 
$ 1,123 
Adjustments to reconcile net income to net cash flows from operating activities
 
 
Net realized (gains) losses [N]
346 
479 
Amortization of premium/discount on fixed maturities
14 
Deferred income taxes [N]
(68)
12 
Unpaid losses and loss expenses (cash flow) [N]
(135)
(6)
Unearned premiums (cash flow)
772 
671 
Future policy benefits (cash flow)
97 
52 
Insurance and reinsurance balances payable (cash flow)
238 
55 
Accounts payable, accrued expenses, and other liabilities (cash flow)
(360)
74 
Income taxes payable (cash flow)
17 
(42)
Insurance and reinsurance balances receivable (cash flow)
(484)
(472)
Reinsurance recoverable on losses and loss expenses (cash flow)
626 
641 
Reinsurance recoverable on future policy benefits (cash flow)
(124)
(24)
Deferred policy acquisition costs (cash flow) [N]
(195)
(158)
Prepaid reinsurance premiums (cash flow) [N]
(361)
(297)
Other cash flows from operating activities [N]
(163)
(31)
Net cash flows from operating activities
1,322 
2,082 
Cash flows used for investing activities:
 
 
Purchases of fixed maturities available for sale [N]
(17,920)
(10,050)
Purchases of to be announced mortgage-backed securities [N]
(5,264)
(13,289)
Purchases of fixed maturities held to maturity [N]
(184)
(216)
Purchases of equity securities [N]
(309)
(588)
Sales of fixed maturities available for sale
13,610 
9,788 
Sales of to be announced mortgage-backed securities
5,621 
11,538 
Sales of fixed maturities held to maturity
Sales of equity securities
1,074 
724 
Maturities and redemptions of fixed maturities available for sale
1,627 
1,628 
Maturities and redemptions of fixed maturities held to maturity
220 
262 
Net proceeds from (payments made on) the settlement of investment derivatives [N]
(22)
Acquisition of subsidiary (net of cash acquired of $19)
2,557 
Other [N]
(96)
(422)
Net cash flows used for investing activities
(1,615)
(3,204)
Cash flows (used for) from financing activities:
 
 
Dividends paid on Common Shares [N]
(179)
(178)
Proceeds from exercise of options for Common Shares
80 
Proceeds from Common Shares issued under ESPP
11 
10 
Dividends paid on Preferred Shares [N]
(24)
Net (repayment of) proceeds from short-term debt
(250)
670 
Net proceeds from issuance of long-term debt
500 
1,195 
Redemption of Preferred Shares
(575)
Net cash flows (used for) from financing activities
85 
1,178 
Effect of foreign currency rate changes on cash and cash equivalents:
 
 
Effect of foreign currency rate changes on cash and cash equivalents
(5)
16 
Cash:
 
 
Net (decrease) increase in cash
(213)
72 
Cash - beginning of period
867 
510 
Cash - end of period
$ 654 
$ 582 
Consolidated Statements of Cash Flows Parenthetical Disclosures (USD $)
In Millions
6 Months Ended
Jun. 30,
2009
2008
Consolidated statements of cash flows parenthetical disclosures
 
 
Cash acquired from acquisition of subsidiary
$ 0 
$ 19 
General
General

1. General

ACE Limited (ACE or the Company) is a holding company which, until July 18, 2008, was incorporated with limited liability under the Cayman Islands Companies Law. On March 19, 2008, the Company announced that its Board of Directors (the Board) approved a proposal to move the Company’s jurisdiction of incorporation from the Cayman Islands to Zurich, Switzerland (the Continuation).  On July 10, 2008, and July 14, 2008, during ACE’s annual general meeting, the Company’s shareholders approved the Continuation and ACE became a Swiss company effective July 18, 2008. 

The Company, through its various subsidiaries, provides a broad range of insurance and reinsurance products to insureds worldwide. ACE operates through the following business segments: Insurance – North American, Insurance – Overseas General, Global Reinsurance, and Life. Refer to Note 10.

On April 1, 2008, ACE acquired all outstanding shares of Combined Insurance Company of America (Combined Insurance) and certain of its subsidiaries from Aon Corporation for $2.56 billion. Combined Insurance is a leading underwriter and distributor of specialty individual accident and supplemental health insurance products targeted to middle income consumers and small businesses in North America, Europe, Asia Pacific, and Latin America. ACE recorded the acquisition using the purchase method of accounting. Based on ACE’s final purchase price allocation, $882 million of goodwill and $43 million of other intangible assets were generated as a result of the acquisition. Goodwill was apportioned to the Life and Insurance – Overseas General segments in the amounts of $750 million and $132 million, respectively. The acquisition also generated $1 billion of value of business acquired (VOBA) which represented the fair value of the future profits of the in-force contracts. VOBA is amortized over a period of approximately 30 years.

The interim unaudited consolidated financial statements, which include the accounts of the Company and its subsidiaries, have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and, in the opinion of management, reflect all adjustments (consisting of normally recurring accruals) necessary for a fair statement of the results and financial position for such periods. All significant intercompany accounts and transactions have been eliminated. Certain items in the prior period financial statements have been reclassified to conform to the current period presentation. The results of operations and cash flows for any interim period are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the consolidated financial statements, and related notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Significant accounting policies
Significant accounting policies

2. Significant accounting policies

New accounting pronouncements
Adopted in the six months ended June 30, 2009

Business combinations

In December 2007, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standard (FAS) No. 141 (Revised), Business Combinations (FAS 141R). FAS 141R establishes standards that provide a definition of the “acquirer” and broaden the application of the acquisition method. FAS 141R also establishes how an acquirer recognizes and measures the assets, liabilities, and any noncontrolling interest in the “acquiree”; recognizes and measures goodwill or a gain from a bargain purchase; and requires disclosures that enable users to evaluate the nature and financial effects of the business combination. FAS 141R shall be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of FAS 141R may have a material impact on any future business combinations consummated by the Company, but did not have any effect on previously consummated business acquisitions.

In November 2008, the FASB issued Emerging Issues Task Force (EITF) No. 08-7, Accounting for Defensive Intangible Assets (EITF 08-7). EITF 08-7 requires fair value be assigned to acquired defensive intangible assets in accordance with FAS No. 157, Fair Value Measurements (FAS 157), guidance. EITF 08-7 also requires a useful life be assigned to a defensive intangible asset based on the period over which the reporting entity expects a defensive intangible asset to contribute directly or indirectly to future cash flows. EITF 08-7 is effective for intangible assets acquired on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of EITF 08-7 did not have a material impact on the Company’s financial condition or results of operations.

In April 2009, the FASB issued FASB Staff Position (FSP) No. FAS 141R-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (FSP FAS 141R-1). FSP FAS 141R-1 amends provisions related to initial recognition and measurement, subsequent measurement, and disclosure of assets and liabilities arising from contingencies acquired in business combinations under FAS 141R. FSP FAS 141R-1 requires acquired contingencies to be recognized at acquisition date fair value if fair value can be reasonably estimated during the allocation period. Otherwise, acquired contingencies would typically be accounted for in accordance with FAS No. 5, Accounting for Contingencies. FSP FAS 141R-1 is effective for all business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of FSP FAS 141R-1 may have a material impact on any future business combinations consummated by the Company, but did not have any effect on previously consummated business acquisitions.

Noncontrolling interests

In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests in Consolidated Financial Statements – an Amendment of ARB No. 51 (FAS 160). FAS 160 establishes accounting and reporting standards that require that ownership interests in subsidiaries held by parties other than the parent be presented in the consolidated statement of shareholders’ equity separately from the parent’s equity; the consolidated net income attributable to the parent and noncontrolling interest be presented on the face of the consolidated statements of operations; changes in a parent’s ownership interest while the parent retains controlling financial interest in its subsidiary be accounted for consistently; and sufficient disclosure that identifies and distinguishes between the interests of the parent and noncontrolling owners. FAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of FAS 160 did not have a material impact on the Company’s financial condition or results of operations.

Disclosures about derivative instruments and hedging activities

In March 2008, the FASB issued FAS No. 161, Disclosures About Derivative Instruments and Hedging Activities (FAS 161). FAS 161 establishes reporting standards that require enhanced disclosures about how and why derivative instruments are used, how derivative instruments are accounted for under FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and how derivative instruments affect an entity’s financial position, financial performance, and cash flows. FAS 161 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after November 15, 2008. The Company adopted the provisions of FAS 161 effective January 1, 2009. Refer to Note 6.

Determination of the useful life of intangible assets

In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3). FSP FAS 142-3 amends the factors considered in developing assumptions used to determine the useful life of an intangible asset under FAS No. 142, Goodwill and Other Intangible Assets (FAS 142). The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to measure the fair value of the asset under FAS 141R and other applicable accounting literature. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and must be applied prospectively to intangible assets acquired after the effective date. The adoption of FSP FAS 142-3 did not have a material impact on the Company’s financial condition or results of operations.

Financial guarantee insurance contracts

In May 2008, the FASB issued FAS No. 163, Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60 (FAS 163). FAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how FAS No. 60, Accounting and Reporting by Insurance Enterprises, applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. FAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk management activities. FAS 163 requires that disclosures about the risk management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. ACE’s exposure to FAS 163 is principally through its investment in the common shares of Assured Guaranty Ltd (AGO). The adoption of FAS 163 did not have a material impact on the Company’s financial condition or results of operations.

Earnings per share

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 provides additional guidance in the calculation of earnings per share under FAS No. 128, Earnings Per Share, and requires unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) to be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2008. The adoption of FSP EITF 03-6-1 did not have a material impact on the Company’s financial condition or results of operations.

Equity method accounting

In November 2008, the FASB issued EITF No. 08-6, Equity Method Investment Accounting Considerations (EITF 08-6). EITF 08-6 provides guidance for equity method accounting for specific topics. EITF 08-6 requires an equity method investor account for share issuances, and resulting dilutive effect, by an investee as if the investor had sold a proportionate share of its investment with the resulting gain or loss recognized in earnings. EITF 08-6 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. In connection with the adoption of EITF 08-6, the Company recognized a $67 million pre-tax loss upon a June 2009 share issuance by AGO. Refer to Note 3 e).

Fair value measurements

In April 2009, the FASB issued FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP FAS 157-4). FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with FAS 157 when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009. The adoption of FSP FAS 157-4 did not have a material impact on the Company’s financial condition or results of operations.

Fair value disclosures

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1). FSP FAS 107-1 and APB 28-1 amends FAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 are effective for interim and annual periods ending after June 15, 2009. The adoption of FSP FAS 107-1 and APB 28-1 did not have a material impact on the Company’s financial condition or results of operations.

Other-than-temporary impairments

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2). FSP FAS 115-2 amends OTTI guidance in existing GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of OTTI on debt and equity securities in the financial statements. FSP FAS 115-2 is effective for interim and annual periods ending after June 15, 2009. The adoption of FSP FAS 115-2 did not have a material impact on the Company’s financial condition or results of operations.

Subsequent events

In May 2009, the FASB issued FAS No. 165, Subsequent Events (FAS 165).  FAS 165 sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. FAS 165 is effective for interim and annual periods ending after June 15, 2009. The Company has performed an evaluation of subsequent events through August 7, 2009, which is the date that the financial statements were issued. The adoption of FAS 165 did not impact the Company’s financial condition or results of operations.

To be adopted after June 30, 2009

Accounting Standards Codification

In June 2009, the FASB issued FAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 (FAS 168, or the Codification).  The Codification, which was launched on July 1, 2009, became the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), EITF and related literature. The Codification eliminates the GAAP hierarchy contained in FAS No. 162, The Hierarchy of Generally Accepted Accounting Principles and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009.   The Company does not expect the adoption of the Codification to result in any change to its financial condition or results of operations.
 
Consolidation of variable interest entities and accounting for transfers of financial assets

In June 2009, the FASB issued FAS No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140 (FAS 166) and FAS No. 167, Amendments to FASB Interpretation No. 46(R) (FAS 167). FAS 166 amends FAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, by removing the exemption from consolidation for Qualifying Special Purpose Entities. This Statement also limits the circumstances in which a financial asset, or portion of a financial asset, should be derecognized when the transferor has not transferred the entire original financial asset to an entity that is not consolidated with the transferor in the financial statements being presented and/or when the transferor has continuing involvement with the transferred financial asset. FAS 167 amends FASB Interpretation 46(R) to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and requires ongoing qualitative reassessments of whether an enterprise is the primary beneficiary of a variable interest entity.   FAS 166 and FAS 167 are effective for interim and annual reporting periods beginning on January 1, 2010.

Investments
Investments

3. Investments

a) Transfers of securities

As part of the Company’s fixed income diversification strategy, ACE has decided to hold to maturity certain commercial mortgage-backed securities that have shorter term durations. Because the Company has the intent to hold these securities to maturity, a transfer of such securities with a fair value of $704 million was made during the three months ended June 30, 2009, from Fixed maturities available for sale to Fixed maturities held to maturity. The $4 million unrealized depreciation at the date of the transfer continues to be reported as a component of Accumulated other comprehensive income and is being amortized over the remaining life of the securities as an adjustment of yield in a manner consistent with the amortization of any premium or discount.

b) Net realized gains (losses)

The Company adopted the provisions of FSP FAS 115-2 as of April 1, 2009. Under the provisions of FSP FAS 115-2, when an OTTI related to a fixed maturity security has occurred, ACE is required to record the OTTI in net income if the Company has the intent to sell the security or it is more likely than not that it will be required to sell the security. Further, in cases where the Company does not intend to sell the security and it is more likely than not that it will not be required to sell the security, ACE must evaluate the security to determine the portion of the impairment, if any, related to credit losses. If a credit loss is indicated, an OTTI is considered to have occurred and any portion of the OTTI related to credit losses must be reflected in net income while the portion of OTTI related to all other factors is included in other comprehensive income. For fixed maturities held to maturity, OTTI recognized in other comprehensive income is accreted from accumulated other comprehensive income to the amortized cost of the fixed maturity prospectively over the remaining term of the securities. Prior to the adoption of FSP FAS 115-2, for fixed maturities, ACE was required to record OTTI in net income unless the Company had the intent and ability to hold the impaired security to recovery. FSP FAS 115-2 does not have any impact on the accounting for OTTI for any other type of investment.

The cumulative effect of the adoption of FSP FAS 115-2 resulted in a reduction to Accumulated other comprehensive income and an increase to Retained earnings of $267 million as of April 1, 2009. These adjustments reflect the net of tax amount ($349 million pre-tax) of OTTI recognized in net income prior to the adoption related to fixed maturities held at the adoption date that have not suffered a credit loss, the Company does not intend to sell, and it is more likely than not that ACE will not be required to sell before the recovery of their amortized cost. Retained earnings and Deferred tax assets as of April 1, 2009, were also reduced by $46 million as a result of an increase in the Company’s valuation allowance against deferred tax assets, which is a direct effect of the adoption of FSP FAS 115-2.  Specifically, as a result of the reassessment of credit losses required by the adoption of FSP FAS 115-2, ACE determined that certain previously impaired fixed maturity securities had suffered credit losses in excess of previously estimated amounts, which may give rise to additional future capital losses for tax purposes.   Given the amount of available capital gains against which such additional capital losses could be offset, the Company expects that a portion of capital loss carry forwards will expire unused.  Accordingly, ACE determined that an additional valuation allowance was necessary given that it is more likely than not that a portion of deferred tax assets related to previously impaired fixed income securities would not be realized.    

Each quarter, the Company reviews its securities in an unrealized loss position (impaired securities), including fixed maturity securities, securities lending collateral, equity securities, and other investments, to identify those impaired securities to be specifically evaluated for a potential OTTI.

For impaired fixed maturities, if the Company has the intent to sell the security or it is more likely than not that it will be required to sell the security, an OTTI is considered to have occurred. In cases where the Company does not intend to sell the security and it is more likely than not that it will not be required to sell the security, ACE evaluates the security to determine if a credit loss has occurred primarily based on a combination of qualitative and quantitative factors including a discounted cash flow model, where necessary. If a credit loss is indicated, an OTTI is considered to have occurred. Prior to the adoption of FSP FAS 115-2, when evaluating fixed maturities for OTTI, the Company principally considered its ability and intent to hold the impaired security to the expected recovery period, the issuer's financial condition, and the Company’s assessment (using available market information such as credit ratings) of the issuer’s ability to make future scheduled principal and interest payments on a timely basis. The factors that the Company now considers when determining if a credit loss exists related to a fixed maturity security are discussed in “Evaluation of potential credit losses related to fixed maturities” below.

The Company reviews all non fixed maturity investments for OTTI based on the following:

  • the amount of time a security has been in a loss position and the magnitude of the loss position;
  • the period in which cost is expected to be recovered, if at all, based on various criteria including economic conditions and other issuer-specific developments;
  • the Company’s ability and intent to hold the security to the expected recovery period; and
  • equity securities in an unrealized loss position for twelve consecutive months are generally impaired.

Evaluation of potential credit losses related to fixed maturities

ACE reviews each fixed maturity security in an unrealized loss position to assess whether the security is a candidate for credit loss. Specifically, ACE considers credit rating, market price, and issuer specific financial information, among other factors, to assess the likelihood of collection of all principal and interest as contractually due. Securities for which ACE determines that credit loss is likely are subjected to further analysis to estimate the credit loss recognized in net income, if any. In general, credit loss recognized in net income equals the difference between the security’s amortized cost and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security. The specific methodologies and significant assumptions used by asset class are discussed below. All significant assumptions used in determining credit losses are subject to change as market conditions evolve.

U.S. Treasury and agency obligations (including agency mortgage-backed securities), foreign government obligations, and states, municipalities and political subdivisions obligations

U.S. Treasury and agency obligations (including agency mortgage-backed securities), foreign government obligations, and states, municipalities and political subdivisions obligations represent less than $100 million of gross unrealized loss as of June 30, 2009. These securities were evaluated for credit loss primarily using qualitative assessments of the likelihood of credit loss considering credit rating of the issuers and level of credit enhancement, if any. ACE concluded that the high level of credit worthiness of the issuers coupled with credit enhancement, where applicable, supports recognizing no credit loss in net income.

Corporate securities

Projected cash flows for corporate securities (principally senior unsecured bonds) are driven primarily by assumptions regarding probability of default and also the timing and amount of recoveries associated with defaults. ACE develops these estimates using information based on market observable data, issuer specific information, and credit ratings. ACE developed its default assumption by using historical default data by Moody’s Investors Service (Moody’s) rating category to calculate a 1-in-100 year probability of default, which results in a default assumption in excess of the historical mean default rate. ACE believes that use of a default assumption in excess of the historical mean is conservative and reasonable in light of recent market conditions. Default assumptions by Moody’s rating category are as follows (historical mean default rate provided for comparison):

  1-in-100 Year Historical Mean
Moody's Rating Category Default Rate Default Rate
Investment Grade:    
Aaa-Baa 0.0%-1.4% 0.0%-0.3%
     
Below Investment Grade:    
Ba 4.8%  1.1% 
B 12.8%  3.4% 
Caa-C 51.6%  13.1% 

Consistent with our approach to developing default rate assumptions considering recent market conditions, ACE assumed a 25 percent recovery rate (the par value of a defaulted security that will be recovered) across all rating categories rather than using the 40 percent historical mean recovery rate. ACE believes that use of a recovery rate assumption lower than the historical mean is conservative and reasonable in light of recent market conditions.

Application of the methodology and assumptions described above resulted in a credit loss recognized in net income for corporate securities for the three months ended June 30, 2009, of approximately $34 million, substantially all of which relates to below investment grade securities.

Mortgage-backed securities

For mortgage-backed securities, credit impairment is assessed using a cash flow model that estimates the cash flows on the underlying mortgages, using the security-specific collateral and transaction structure. The model estimates cash flows from the underlying mortgage loans and distributes those cash flows to various tranches of securities, considering the transaction structure and any subordination and credit enhancements that exist in that structure. The cash flow model incorporates actual cash flows on the mortgage-backed securities through the current period and then projects the remaining cash flows using a number of assumptions, including default rates, prepayment rates, and loss severity rates (on foreclosed properties).

ACE develops specific assumptions using market data, where available, and includes internal estimates as well as estimates published by rating agencies and other third-party sources. ACE projects default rates by mortgage sector considering current underlying mortgage loan performance, generally assuming:

  • lower loss severity for Prime sector bonds versus ALT-A, Sub-prime and Option ARM sector bonds, and
  • lower loss severity for older vintage securities versus more recent vintage securities, which reflects the recent decline in underwriting standards.

These estimates are extrapolated along a default timing curve to estimate the total lifetime pool default rate. Other assumptions used contemplate the actual collateral attributes, including geographic concentrations, rating agency loss projections, rating actions and current market prices. If cash flow projections indicate that losses will exceed the credit enhancement for a given tranche, then the Company does not expect to recover its amortized cost basis and recognizes an estimated credit loss in net income.

The significant assumptions used to estimate future cash flows for specific mortgage-backed securities evaluated for potential credit loss as of June 30, 2009, by sector and vintage are as follows:

Range of Significant Assumptions Used
       
Sector(1) Vintage Default Rate(2) Loss Severity Rate(2)
       
Prime 2004 and prior 6-50% 20-50%
  2005 17-28% 36-49%
  2006 21-32% 33-62%
  2007 13-21% 44-51%
       
ALT-A 2004 and prior 6-29% 43-48%
  2005 4-46% 51-59%
  2006 7-53% 58-64%
  2007 57-59% 63-65%
       
Sub-prime(3) 2004 and prior 58% 64%
  2005 70-74% 71-73%
  2006 81% 80%
  2007 82% 77%
       
Option ARM 2004 and prior 40% 42%
  2005 54-73% 53-60%
  2006 72-77% 62-64%
  2007 72-76% 58-64%

(1) Prime, ALT-A, and Sub-prime sector bonds are categorized based on credit worthiness of the borrower. Option ARM sector bonds are categorized based on the type of mortgage product, rather than credit worthiness of the borrower.     
(2) Default rate and loss severity rate assumptions vary within a given sector and vintage depending upon the geographic concentration of the collateral underlying the bond and the level of serious delinquencies, among other factors.
(3) The sub-prime population of securities in the portfolio is nominal. Accordingly, the default rate and loss severity rates are banded more tightly than for other sectors where the population of securities is larger and more diverse.

Application of the methodology and assumptions described above resulted in a credit loss recognized in net income for mortgage-backed securities for the three months ended June 30, 2009, of approximately $26 million. Given the variation in ratings between major rating agencies for the securities for which a credit loss was recognized in net income, ACE does not believe it is useful to provide the credit loss split between investment grade and below investment grade.

The following table shows, for the periods indicated, the Net realized gains (losses) and the losses included in Net realized gains (losses) and Other comprehensive income as a result of conditions which caused the Company to conclude the decline in fair value of certain investments was “other-than-temporary”. The impairments recorded in net income related to fixed maturities for the six months ended June 30, 2009, were primarily due to intent to sell securities in an unrealized loss position and securities with below investment grade credit ratings. Impairments related to all other investments were primarily due to duration and severity of decline below cost.

 Three Months Ended Six Months Ended
 June 30 June 30
 2009  2008  2009  2008 
            
 (in millions of U.S. dollars)
Fixed maturities:           
            
OTTI on fixed maturities, gross$ (281) $ (171) $ (369) $ (299)
OTTI on fixed maturities included in other comprehensive income (pre-tax)  191    -    191    - 
OTTI on fixed maturities, net  (90)   (171)   (178)   (299)
Net realized gains (losses) excluding OTTI  19    (27)   59    (4)
Total fixed maturities  (71)   (198)   (119)   (303)
            
Equity securities:           
            
OTTI on equity securities  (1)   (39)   (26)   (75)
Net realized gains (losses) excluding OTTI  (80)   52    (155)   34 
Total equity securities  (81)   13    (181)   (41)
            
OTTI on other investments  (23)   -    (102)   (25)
Futures, option contracts, and swaps  (21)   (16)   34    (25)
Fair value adjustments on insurance derivative  284    75    283    (130)
S&P put options and futures  (181)   (10)   (156)   12 
Other derivative instruments  (39)   (5)   (66)   13 
Other  (93)   15    (39)   20 
Net realized gains (losses) $ (225) $ (126) $ (346) $ (479)

The following table provides, for the three months ended June 30, 2009, a roll forward of pre-tax credit losses related to fixed maturities for which a portion of OTTI was recorded in Other comprehensive income. All amounts in the following table relate to Fixed maturities available for sale.

             
           June 30, 2009 
             
           (in millions of U.S. Dollars) 
Balance of credit losses related to securities still held-beginning of period $ 130  
Additions where no OTTI was previously recorded   54  
Additions where an OTTI was previously recorded   6  
Reductions reflecting amounts previously recorded in Other comprehensive income but subsequently reflected in net income   (2) 
Reductions reflecting increases in expected cash flows to be collected  - 
Reductions for securities sold during the period  - 
Balance of credit losses related to securities still held-end of period $ 188  

c) Fixed maturities

The following tables present the fair values and amortized costs of and the gross unrealized appreciation (depreciation) related to fixed maturities as well OTTI included in Accumulated other comprehensive income at June 30, 2009, and December 31, 2008.

   June 30, 2009 
   Amortized Cost Gross Unrealized Appreciation Gross Unrealized Depreciation Fair Value OTTI Included in Accumulated Other Comprehensive Income 
                  
   (in millions of U.S. dollars) 
                  
Available for sale                 
U.S. Treasury and agency  $ 3,144  $ 66  $ (23) $ 3,187  $ -  
Foreign    9,888    236    (379)   9,745    (19) 
Corporate securities    12,045    238    (596)   11,687    (40) 
Mortgage-backed securities    10,243    195    (851)   9,587    (172) 
States, municipalities, and political subdivisions    1,490    33    (32)   1,491    -  
   $ 36,810  $ 768  $ (1,881) $ 35,697  $ (231) 
Held to maturity                 
U.S. Treasury and agency  $ 844  $ 41  $ -  $ 885  $ -  
Foreign    33    1    -    34    -  
Corporate securities    374    5    (10)   369    -  
Mortgage-backed securities    1,543    17    (47)   1,513    -  
States, municipalities, and political subdivisions    723    12    (1)   734    -  
   $ 3,517  $ 76  $ (58) $ 3,535  $ -  
                  
                  
   December 31, 2008    
   Amortized Cost Gross Unrealized Appreciation Gross Unrealized Depreciation Fair Value    
                  
   (in millions of U.S. dollars)    
                  
Available for sale                 
U.S. Treasury and agency  $ 1,991  $ 133  $ (2) $ 2,122     
Foreign    8,625    278    (529)   8,374     
Corporate securities    10,093    89    (1,121)   9,061     
Mortgage-backed securities    10,958    221    (1,019)   10,160     
States, municipalities, and political subdivisions    1,442    38    (42)   1,438     
   $ 33,109  $ 759  $ (2,713) $ 31,155     
Held to maturity                 
U.S. Treasury and agency  $ 862  $ 61  $ -  $ 923     
Foreign    38    1    (1)   38     
Corporate securities    405    2    (15)   392     
Mortgage-backed securities    877    11    (62)   826     
States, municipalities, and political subdivisions    678    9    (1)   686     
   $ 2,860  $ 84  $ (79) $ 2,865     

Fixed maturities at June 30, 2009, and December 31, 2008, by contractual maturity, are shown below. Expected maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

 June 30 December 31
 2009  2008 
 Fair Value Amortized Cost Fair Value Amortized Cost
            
 (in millions of U.S. dollars)
Available for sale; maturity period           
Due in 1 year or less$ 1,209  $ 1,207  $ 1,047  $ 1,047 
Due after 1 year through 5 years  12,702    12,619    9,706    9,868 
Due after 5 years through 10 years  9,057    9,116    6,867    7,330 
Due after 10 years  3,142    3,625    3,375    3,906 
   26,110    26,567    20,995    22,151 
Mortgage-backed securities  9,587    10,243    10,160    10,958 
 $ 35,697  $ 36,810  $ 31,155  $ 33,109 
            
Held to maturity; maturity period           
Due in 1 year or less$ 598  $ 590  $ 327  $ 325 
Due after 1 year through 5 years  1,210    1,175    1,401    1,364 
Due after 5 years through 10 years  132    126    227    212 
Due after 10 years  82    83    84    82 
   2,022    1,974    2,039    1,983 
Mortgage-backed securities  1,513    1,543    826    877 
 $ 3,535  $ 3,517  $ 2,865  $ 2,860 

d) Equity securities

The fair value, cost of, and gross unrealized appreciation (depreciation) on equity securities at June 30, 2009, and December 31, 2008, are as follows:

         
     June 30  December 31
     2009   2008 
         
    (in millions of U.S. dollars)
Equity securities–cost   $ 546  $ 1,132 
Gross unrealized appreciation     14    74 
Gross unrealized depreciation     (137)   (218)
Equity securities–fair value   $ 423  $ 988 
         

e) Investment in AGO

AGO, a Bermuda-based holding company provides, through its operating subsidiaries, credit enhancement products to the public finance, structured finance, and mortgage markets. On July 1, 2009, AGO acquired Financial Security Assurance Holdings Ltd. from Dexia Holdings Inc., a subsidiary of Dexia S.A.  The purchase price included approximately $546 million in cash and approximately 22.3 million AGO common shares, according to AGO’s public filings. AGO financed the cash portion of the purchase price partly through a June 2009 issuance of 38.5 million common shares before the exercise of any overallotment option (June 2009 issuance), according to AGO’s public filings. Prior to the June 2009 issuance, ACE included its investment in AGO in Investments in partially-owned insurance companies using the equity method of accounting. Effective with the June 2009 issuance, in accordance with the provisions of Accounting Principles Board Opinion. No. 18, The Equity Method of Accounting for Investments in Common Stock, (APB 18) , ACE was deemed to no longer exert significant influence over AGO and accounts for the investment in AGO as an available-for-sale equity security in accordance with FAS 115, Accounting for Certain Investments in Debt and Equity Securities (FAS 115). FAS 115 requires that ACE carry the AGO investment at fair value with any unrealized gains and losses reflected in other comprehensive income.  EITF 08-6 requires ACE to account for AGO’s June 2009 issuance, and resulting dilutive effect, as if the Company had sold a proportionate share of the investment.  In accordance with EITF 08-6, the Company recognized a $67 million pre-tax loss in Net realized gains (losses) upon AGO’s June 2009 issuance. As of June 30, 2009, the fair value of the Company’s investment in AGO was $237 million and $131 million of unrealized loss on this investment is reflected in Other comprehensive income in accordance with FAS 115.

f) Gross unrealized loss

As of June 30, 2009, there were 6,410 fixed maturities out of a total of 17,397 fixed maturities in an unrealized loss position. The largest single unrealized loss in the fixed maturities was $29 million.  There were 45 equity securities out of a total of 358 equity securities in an unrealized loss position.  The largest single unrealized loss in the equity securities was $131 million on AGO.  The tightening of credit spreads, mainly during the three months ended June 30, 2009, resulted in a reduction to net unrealized losses at June 30, 2009, though most of the fixed maturities in an unrealized loss position at that date were investment grade securities for which fair value declined primarily due to widening credit spreads since the date of purchase.

The following tables summarize, for all securities in an unrealized loss position at June 30, 2009, and December 31, 2008 (including securities on loan), the aggregate fair value and gross unrealized loss by length of time the security has continuously been in an unrealized loss position.

 0 – 12 Months Over 12 Months Total
 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss
                  
June 30, 2009(in millions of U.S. dollars)
U.S. Treasury and agency$ 1,646  $ (22.4) $ 6  $ (0.4) $ 1,652  $ (22.8)
Foreign  3,229    (268.2)   627    (111.2)   3,856    (379.4)
Corporate securities  4,153    (264.7)   2,052    (341.3)   6,205    (606.0)
Mortgage-backed securities  2,484    (129.5)   2,394    (768.5)   4,878    (898.0)
States, municipalities, and political subdivisions  500    (19.2)   153    (13.6)   653    (32.8)
Total fixed maturities  12,012    (704.0)   5,232    (1,235.0)   17,244    (1,939.0)
Equity securities  340    (136.8)   -    (0.1)   340    (136.9)
Other investments  578    (115.4)   37    (24.1)   615    (139.5)
Total $ 12,930  $ (956.2) $ 5,269  $ (1,259.2) $ 18,199  $ (2,215.4)

Included in the “0 – 12 Months” and “Over 12 Months” aging categories at June 30, 2009, are fixed maturities held to maturity with combined fair values of $562 million and $561 million, respectively. The associated gross unrealized losses included in the “0 – 12 Months” and “Over 12 Months” aging categories are $17 million and $41 million, respectively. Fixed maturities in a gross unrealized loss position for over 12 months principally comprise non-credit losses on investment grade securities where management does not intend to sell and it is more likely than not that ACE will not be forced to sell the security before recovery. For mortgage-backed securities in a gross unrealized loss position for over 12 months, management also considered credit enhancement in concluding the securities were not other-than-temporarily impaired. Other investments in a gross unrealized loss position for over 12 months principally comprise investments in limited partnerships with diversified underlying portfolios where management anticipates recovery in the near-term and has the ability and intent to hold to recovery. Gross unrealized gains as of June 30, 2009, were $1.04 billion.

 0 – 12 Months Over 12 Months Total
 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss
                  
December 31, 2008(in millions of U.S. dollars)
U.S. Treasury and agency$ 605  $ (2.5) $ -  $ -  $ 605  $ (2.5)
Foreign  2,488    (335.7)   587    (194.4)   3,075    (530.1)
Corporate securities  5,815    (884.2)   1,228    (251.3)   7,043    (1,135.5)
Mortgage-backed securities  4,242    (880.0)   319    (200.1)   4,561    (1,080.1)
States, municipalities, and political subdivisions  331    (23.1)   109    (20.5)   440    (43.6)
Total fixed maturities  13,481    (2,125.5)   2,243    (666.3)   15,724    (2,791.8)
Equity securities  694    (217.7)   13    (0.5)   707    (218.2)
Other investments  508    (175.9)   58    (17.3)   566    (193.2)
Total $ 14,683  $ (2,519.1) $ 2,314  $ (684.1) $ 16,997  $ (3,203.2)

Included in the “0 – 12 Months” and “Over 12 Months” aging categories at December 31, 2008, are fixed maturities held to maturity with combined fair values of $729 million and $105 million, respectively. The associated gross unrealized losses included in the “0 – 12 Months” and “Over 12 Months” aging categories were $59 million and $20 million, respectively. Gross unrealized gains as of December 31, 2008 were $1.1 billion.

g) Restricted assets

The Company is required to maintain assets on deposit with various regulatory authorities to support its insurance and reinsurance operations. These requirements are generally promulgated in the statutory regulations of the individual jurisdictions. The assets on deposit are available to settle insurance and reinsurance liabilities. The Company also utilizes trust funds in certain large transactions where the trust funds are set up for the benefit of the ceding companies and generally take the place of letter of credit (LOC) requirements. The Company also has investments in segregated portfolios primarily to provide collateral or guarantees for LOCs and derivative transactions. At June 30, 2009, restricted assets of $12 billion are included in fixed maturities and short-term investments, with the balance included in equity securities and cash. The components of the fair value of the restricted assets at June 30, 2009, and December 31, 2008, are as follows:

         
     June 30  December 31
     2009   2008 
         
    (in millions of U.S. dollars)
Deposits with U.S. regulatory authorities   $ 1,219  $ 1,165 
Deposits with non-U.S. regulatory authorities     2,417    1,863 
Other pledged assets     621    805 
Trust funds     8,199    7,712 
    $ 12,456  $ 11,545 
         
Assumed reinsurance programs involving minimum benefit guarantees under annuity contracts
Assumed reinsurance programs involving minimum benefit guarantees under annuity contracts

4. Assumed reinsurance programs involving minimum benefit guarantees under annuity contracts

The presentation of income and expenses relating to guaranteed minimum death benefits (GMDB) and guaranteed minimum income benefits (GMIB) reinsurance for the periods indicated, are as follows:

 Three Months Ended Six Months Ended
June 30 June 30
 2009  2008  2009  2008 
            
  (in millions of U.S. dollars)
GMDB           
Net premiums earned$ 27  $ 32  $ 50  $ 64 
Policy benefits$ 21  $ 18  $ 65  $ 47 
            
GMIB           
Net premiums earned$ 39  $ 38  $ 79  $ 72 
Policy benefits$ 6  $ 9  $ 8  $ 15 
Realized gains (losses)$ 284  $ 75  $ 283  $ (130)
Gain (loss) recognized in income$ 317  $ 104  $ 354  $ (73)
            
Effect of partial adoption of FAS 157$ -  $ -  $ -  $ 4 
Net cash received (disbursed)$ 38  $ 38  $ 78  $ 73 
Net (increase) decrease in liability$ 279  $ 66  $ 276  $ (150)

At June 30, 2009, reported liabilities for GMDB and GMIB reinsurance were $226 million and $634 million, respectively, compared with $248 million and $910 million, respectively, at December 31, 2008. The reported liability for GMIB reinsurance at June 30, 2009, and December 31, 2008, includes a fair value adjustment of $528 million and $811 million, respectively. Reported liabilities for both GMDB and GMIB reinsurance are determined using internal valuation models. Such valuations require considerable judgment and are subject to significant uncertainty. The valuation of these products is subject to fluctuations arising from, among other factors, changes in interest rates, changes in equity markets, changes in credit markets, changes in the allocation of the investments underlying annuitant’s account values, and assumptions regarding future policyholder behavior. These models and the related assumptions are continually reviewed by management and enhanced, as appropriate, based upon improvements in modeling assumptions and availability of more timely information, such as market conditions and demographics of in-force annuities.

GMDB reinsurance
At June 30, 2009, and December 31, 2008, the Company’s net amount at risk from its GMDB reinsurance programs was $4.4 billion and $4.7 billion, respectively.  For GMDB reinsurance programs, the net amount at risk is defined as the present value of future claim payments under the following assumptions:

  • policy account values and guaranteed values are fixed at the valuation date (June 30, 2009, and December 31, 2008, respectively);
  • there are no lapses or withdrawals;
  • mortality according to 100 percent of the Annuity 2000 mortality table; and
  • future claims are discounted in line with the discounting assumption used in the calculation of the SOP reserve averaging between three to four percent.

At June 30, 2009, if all of the Company’s cedants’ policyholders covered under GMDB reinsurance agreements were to die immediately, the total claim amount payable by the Company, taking into account all appropriate claims limits, would be approximately $1.3 billion. As a result of the annual claim limits on the GMDB reinsurance agreements, the claims payable are lower in this case than if all the policyholders were to die over time, all else equal.

GMIB reinsurance
At June 30, 2009, the Company’s net amount at risk from its GMIB reinsurance programs was $1.5 billion, compared with $2.1 billion at December 31, 2008.  For GMIB, the net amount at risk is defined as the present value of future claim payments under the following assumptions:

  • policy account values and guaranteed values are fixed at the valuation date (June 30, 2009, and December 31, 2008, respectively);
  • there are no deaths, lapses, or withdrawals;
  • policyholders annuitize at a frequency most disadvantageous to ACE (in other words, annuitization at a level that maximizes claims taking into account the treaty limits) under the terms of the Company’s reinsurance contracts;
  • for annuitizing policyholders, the GMIB claim is calculated using interest rates in line with those used in calculating the SOP reserve; and
  • future claims are discounted in line with the discounting assumption used in the calculation of the SOP reserve averaging between three to four percent.

The average attained age of all policyholders under all benefits reinsured, weighted by the guaranteed value of each reinsured policy, is approximately 65.

Debt
Debt

5. Debt

The following table outlines the Company’s debt as of June 30, 2009, and December 31, 2008.

  June 30 December 31
  2009  2008 
       
  (in millions of U.S. dollars)
Short-term debt     
 ACE INA subordinated notes due 2009$ 200  $ 205 
 ACE INA term loan due 2009  16    16 
 Reverse repurchase agreements  -    250 
  $ 216  $ 471 
Long-term debt     
 ACE European Holdings due 2010$ 165  $ 149 
 ACE INA term loan due 2011  50    50 
 ACE INA term loan due 2013  450    450 
 ACE INA senior notes due 2014  499    499 
 ACE INA senior notes due 2015  446    446 
 ACE INA senior notes due 2017  500    500 
 ACE INA senior notes due 2018  300    300 
 ACE INA senior notes due 2019  500    - 
 ACE INA debentures due 2029  100    100 
 ACE INA senior notes due 2036  298    298 
 Other  14    14 
  $ 3,322  $ 2,806 
Trust Preferred Securities     
 ACE INA capital securities due 2030$ 309  $ 309 

a) Short-term debt

The Company has executed reverse repurchase agreements with certain counterparties under which the Company agreed to sell securities and repurchase them at a future date for a predetermined price. At June 30, 2009, all reverse repurchase agreements had been settled.

b) ACE INA notes

In June 2009, ACE INA issued $500 million of 5.9 percent senior notes due June 2019. These notes are redeemable at any time at ACE INA’s option subject to a “make-whole” premium plus 0.40 percent. The notes are also redeemable at par plus accrued and unpaid interest in the event of certain changes in tax law. These senior unsecured notes are guaranteed on a senior basis by the Company and they rank equally with all of the Company’s other senior obligations. They also contain customary limitations on lien provisions as well as customary events of default provisions which, if breached, could result in the accelerated maturity of such senior debt.

Commitments, contingencies, and guarantees
Commitments, contingencies and guarantees

6. Commitments, contingencies, and guarantees

a) Derivative instruments

Derivative instruments employed

The Company maintains positions in derivative instruments such as futures, options, swaps, and foreign currency forward contracts for which the primary purposes are to manage duration and foreign currency exposure, yield enhancement, or to obtain an exposure to a particular financial market. Along with convertible bonds and to be announced mortgage-backed securities, discussed below, these are the most numerous and frequent derivative transactions.

ACE maintains positions in certain convertible bond investments that contain embedded derivatives. In addition, the Company purchases to be announced mortgage-backed securities (TBA) as part of its investing activities. These securities are included within the Company’s fixed maturities available for sale (FM AFS) portfolio.

Under reinsurance programs covering living benefit guarantees, the Company assumes the risk of GMIBs associated with variable annuity contracts. The GMIB risk is triggered if, at the time the contract holder elects to convert the accumulated account value to a periodic payment stream (annuitize), the accumulated account value is not sufficient to provide a guaranteed minimum level of monthly income. The Company’s GMIB reinsurance product meets the definition of a derivative instrument. Benefit reserves in respect of GMIBs are classified as future policy benefits (FPB) while the fair value derivative adjustment is classified within Accounts payable, accrued expenses, and other liabilities (AP). The Company also maintains positions in certain exchange-traded equity futures contracts and options on equity market futures to limit equity and interest rate exposure in the GMDB and GMIB block of business.

In relation to certain long- and short-term debt issues, the Company has entered into interest rate swap transactions for the purpose of either fixing or reducing borrowing costs. ACE buys credit default swaps to mitigate global credit risk exposure, primarily related to reinsurance recoverable.

The Company carries all derivative instruments at fair value with changes in fair value recorded in Net realized gains (losses) in the consolidated statements of operations. None of the derivative instruments are used as hedges for accounting purposes.

The following table outlines the balance sheet locations, fair values in an asset or (liability) position, and notional values/payment provisions of the Company’s derivative instruments at June 30, 2009.

  June 30, 2009 
  Consolidated Balance Sheet Location Fair Value Notional Value/ Payment Provision 
        
    (in millions of U.S. dollars) 
Investment and embedded derivative instruments      
Foreign currency forward contractsAP$ (5)$ 315  
Futures contracts on money market instrumentsAP  1   3,165  
Futures contracts on notes and bondsAP  9   610  
Options on money market instrumentsAP  -   120  
Convertible bondsFM AFS  309   580  
TBAsFM AFS  171   166  
   $ 485 $ 4,956  
Other derivative instruments      
Futures contracts on equitiesAP$ 13 $ 648  
Options on equity market futuresAP  144   800  
Interest rate swapsAP  (20)  516  
Credit default swapsAP  25   315  
OtherAP  9   78  
   $ 171 $ 2,357  
        
GMIB(1)AP/FPB$ (634)$ 1,492  
        
(1)Note that the payment provision related to GMIB is the net amount at risk. The concept of a notional value does not apply to the GMIB reinsurance contracts.
   

The following table outlines derivative instrument activity in the consolidated statement of operations for the three and six months ended June 30, 2009. All amounts are reflected in Net realized gains (losses) in the consolidated statement of operations.

   Three Months Ended Six Months Ended
  June 30, 2009 June 30, 2009
        
   (in millions of U.S. dollars)
Investment and embedded derivative instruments      
Foreign currency forward contracts $ (35) $ (14)
All other futures contracts and options   (18)   (4)
Convertible bonds   38    57 
TBAs   (6)   (5)
   $ (21) $ 34 
GMIB and other derivative instruments      
GMIB $ 284  $ 283 
Futures contracts on equities   (89)   (102)
Options on equity market futures   (92)   (54)
Interest rate swaps   10    (15)
Credit default swaps   (49)   (52)
Other   -    1 
   $ 64  $ 61 
        

Credit risk-related contingent features

Certain of the Company’s derivative instruments contain provisions that impact the amount of collateral that ACE is required to post and that allow the contract counterparty to cancel the contract contingent on the Company’s, and in certain cases subsidiaries of the Company’s, senior debt ratings (Ratings). The aggregate fair value of derivative instruments in a liability position with credit risk-related contingent features at June 30, 2009, was $20 million. In connection with these contracts, ACE has posted collateral of $9 million at June 30, 2009. The amount of collateral that ACE is required to post under these contracts would increase should the Company’s Ratings deteriorate. At June 30, 2009, the maximum amount of collateral that the Company would be required to post in respect of these derivative instruments, based on the contractual Ratings-based scales, is $20 million. The contract counterparties would be able to cancel the contracts if ACE’s Ratings fall to BBB- as measured by Standard and Poor’s (S&P) or Baa3 as measured by Moody’s.

Derivative instrument objectives

(i) Foreign currency exposure management

The Company uses foreign currency forward contracts (forwards) to minimize the effect of fluctuating foreign currencies. The forwards purchased are not specifically identifiable against cash, any single security, or groups of securities denominated in those currencies and, therefore, do not qualify as hedges for financial reporting purposes. All realized and unrealized contract gains and losses are reflected in Net realized gains (losses) in the consolidated statements of operations.
  
(ii) Duration management and market exposure

Futures

Exchange-traded bond and note futures contracts may be used in fixed maturity portfolios as substitutes for ownership of the bonds and notes without significantly increasing the risk in the portfolio. Investments in futures contracts may be made only to the extent that there are assets under management not otherwise committed. Exchange-traded equity futures contracts may be used to limit exposure to a severe equity market decline, which would cause an increase in expected claims and therefore, reserves for GMDB and GMIB reinsurance business. Futures contracts give the holder the right and obligation to participate in market movements, determined by the index or underlying security on which the futures contract is based. Settlement is made daily in cash by an amount equal to the change in value of the futures contract times a multiplier that scales the size of the contract.

Interest rate swaps

An interest rate swap is a contract between two counterparties in which interest payments are made based on a notional principal amount, which itself is never paid or received. Under the terms of an interest rate swap, one counterparty makes interest payments based on a fixed interest rate and the other counterparty’s payments are based on a floating rate. Interest rate swap contracts are used occasionally in the investment portfolio as protection against unexpected shifts in interest rates, which would affect the fair value of the fixed maturity portfolio. By using interest rate swaps in the portfolio, the overall duration or interest rate sensitivity of the portfolio can be reduced. The Company also employs interest rate swaps related to certain debt issues for the purpose of either fixing and/or reducing borrowing costs.

Credit default swaps

A credit default swap is a bilateral contract under which two counterparties agree to isolate and separately trade the credit risk of at least one third-party reference entity. Under a credit default swap agreement, a protection buyer pays a periodic fee to a protection seller in exchange for a contingent payment by the seller upon a credit event (such as a default or failure to pay) related to the reference entity. When a credit event is triggered, the protection seller either takes delivery of the assets for the principal amount or pays the protection buyer the difference between the fair value of assets and the principal amount. The Company buys credit default swaps to mitigate global credit risk exposure, primarily related to reinsurance recoverable.

Options

Option contracts are used in the investment portfolio as protection against unexpected shifts in interest rates, which would affect the duration of the fixed maturity portfolio. By using options in the portfolio, the overall interest rate sensitivity of the portfolio can be reduced. Option contracts may also be used as an alternative to futures contracts in the Company’s synthetic strategy as described above. Another use for option contracts may be to limit exposure to a severe equity market decline, which would cause an increase in expected claims and therefore, reserves for GMDB and GMIB reinsurance business. An option contract conveys to the holder the right, but not the obligation, to purchase or sell a specified amount or value of an underlying security at a fixed price. The price of an option is influenced by the underlying security, expected volatility, time to expiration, and supply and demand.

The credit risk associated with the above derivative financial instruments relates to the potential for non-performance by counterparties. Although non-performance is not anticipated, in order to minimize the risk of loss, management monitors the credit worthiness of its counterparties. The performance of exchange-traded instruments is guaranteed by the exchange on which they trade. For non-exchange-traded instruments, the counterparties are principally banks which must meet certain criteria according to the Company's investment guidelines.

(iii) Convertible security investments

A convertible bond is a debt instrument that can be converted into a predetermined amount of the issuer’s equity at certain times prior to the bond's maturity. The convertible option is an embedded derivative which is marked-to- market with changes in fair value recognized in Net realized gains (losses).  The debt host instrument is classified in the investment portfolio as available for sale. The Company purchases convertible bonds for their total return and not specifically for the conversion feature.

(iv) To be announced mortgage-backed securities (TBA)

By acquiring a TBA, the Company makes a commitment to purchase a future issuance of mortgage-backed securities. For the period between purchase of the TBA and issuance of the underlying security, the Company’s position is accounted for as a derivative in the consolidated financial statements. The Company purchases TBAs both for their total return and for the flexibility they provide related to ACE’s mortgage-backed security strategy.

(v) GMIB

Under the GMIB program, as the assuming entity, the Company is obligated to provide coverage until the expiration of the underlying annuities. Premiums received under the reinsurance treaties are classified as premium. Expected losses allocated to premiums received are classified as future policy benefits and valued similar to GMDB reinsurance. Other changes in fair value, principally arising from changes in expected losses allocated to expected future premiums, are classified as net realized gains (losses). Fair value represents exit price and thus, includes a risk margin. The Company may recognize a realized loss for other changes in fair value due to adverse changes in the capital markets (i.e., declining interest rates and/or declining equity markets) and changes in policyholder behavior (i.e., increased annuitization or decreased lapse rates) although the Company expects the business to be profitable. The Company believes this presentation provides the most meaningful disclosure of changes in the underlying risk within the GMIB reinsurance programs for a given reporting period.

b) Other investments

The Company invests in limited partnerships with a carrying value of $778 million included in Other investments. In connection with these investments, the Company has commitments that may require funding of up to $728 million over the next several years.

c) Taxation

The Internal Revenue Service (IRS) completed its field examination of the Company’s federal tax returns for 2002, 2003, and 2004 during the third quarter of 2007, and has proposed several adjustments principally involving transfer pricing and other insurance-related tax deductions. The Company subsequently filed a written protest with the IRS and the case is currently being reviewed by the IRS Appeals Division. The Company expects the appeals process to be completed within the next 12 months. While it is reasonably possible that a significant change in the Company’s unrecognized tax benefits could occur in the next twelve months, given the uncertainty regarding the possible outcomes of the appeals process, a current estimate of the range of reasonably possible changes cannot be made. However, the Company believes that the outcome would not have a material impact on ACE’s consolidated financial condition. The IRS commenced its field examination for tax years 2005 through 2007 during the second quarter of 2008 with no adjustments proposed as of June 30, 2009. With few exceptions, the Company’s significant U.K. subsidiaries remain subject to examination for tax years 2006 and later.

d) Letters of credit

In June 2009, the Company entered into a $500 million unsecured operational LOC facility expiring in June 2014.  At June 30, 2009, this facility was unutilized. This facility requires that the Company and/or certain of its subsidiaries continue to maintain certain covenants, including a minimum consolidated net worth covenant and a maximum leverage covenant.

e) Legal proceedings

(i) Claims and other litigation

The Company’s insurance subsidiaries are subject to claims litigation involving disputed interpretations of policy coverage and, in some jurisdictions, direct actions by allegedly-injured persons seeking damages from policyholders. These lawsuits, involving claims on policies issued by the Company’s subsidiaries, which are typical to the insurance industry in general and in the normal course of business, are considered in the Company’s loss and loss expense reserves. In addition to claims litigation, the Company and its subsidiaries are subject to lawsuits and regulatory actions in the normal course of business that do not arise from, or directly relate to, claims on insurance policies. This category of business litigation typically involves, amongst other things, allegations of underwriting errors or misconduct, employment claims, regulatory activity, or disputes arising from business ventures. In the opinion of ACE’s management, ACE’s ultimate liability for these matters is not likely to have a material adverse effect on ACE’s consolidated financial condition, although it is possible that the effect could be material to ACE’s consolidated results of operations for an individual reporting period.

(ii) Business practices litigation

Beginning in 2004, ACE and its subsidiaries and affiliates received numerous subpoenas, interrogatories, and civil investigative demands in connection with certain investigations of insurance industry practices. These inquiries were issued by a number of attorneys general, state departments of insurance, and other authorities, including the New York Attorney General (NYAG) and the Pennsylvania Insurance Department. Such inquiries concerned underwriting practices and non-traditional or loss mitigation insurance products.

On April 25, 2006, ACE reached a settlement with the Attorneys General of New York, Illinois, and Connecticut and the New York Insurance Department pursuant to which ACE received from these authorities an Assurance of Discontinuance. On May 9, 2007, ACE and the Pennsylvania Insurance Department (Department) and the Pennsylvania Office of Attorney General (OAG) entered into a settlement agreement. This settlement agreement resolved the issues raised by the Department and the OAG arising from their investigation of ACE’s underwriting practices and contingent commission payments. On October 24, 2007, ACE entered into a settlement agreement with the Attorneys General of Florida, Hawaii, Maryland, Massachusetts, Michigan, Oregon, Texas, West Virginia, the District of Columbia, and the Florida Department of Financial Services and Office of Insurance Regulation. The agreement resolved investigations of ACE’s underwriting practices and contingent commission payments.

In June 2008, in an action filed by the NYAG against another insurer, the New York Appellate Division, First Department, confirmed the legality of contingent commission agreements – one of the focal points of the NYAG’s investigation. “Contingent commission agreements between brokers and insurers are not illegal, and, in the absence of a special relationship between parties, defendants[s] had no duty to disclose the existence of the contingent commission agreement.” New York v. Liberty Mut. Ins. Co., 52 A.D. 3d 378, 379 (2008) (citing Hersch v. DeWitt Stern Group, Inc., 43 A.D. 3d 644, 645 (2007).

ACE, ACE INA Holdings, Inc., and ACE USA, Inc., along with a number of other insurers and brokers, were named in a series of federal putative nationwide class actions brought by insurance policyholders. The Judicial Panel on Multidistrict Litigation (JPML) consolidated these cases in the District of New Jersey. On August 1, 2005, plaintiffs in the New Jersey consolidated proceedings filed two consolidated amended complaints – one concerning commercial insurance and the other concerning employee benefit plans. The employee benefit plans litigation against ACE has been dismissed.

In the commercial insurance complaint, the plaintiffs named ACE, ACE INA Holdings, Inc., ACE USA, Inc., ACE American Insurance Co., Illinois Union Insurance Co., and Indemnity Insurance Co. of North America. They allege that certain brokers and insurers, including certain ACE entities, conspired to increase premiums and allocate customers through the use of “B” quotes and contingent commissions. In addition, the complaints allege that the broker defendants received additional income by improperly placing their clients’ business with insurers through related wholesale entities that acted as intermediaries between the broker and insurer. Plaintiffs also allege that broker defendants tied the purchase of primary insurance to the placement of such coverage with reinsurance carriers through the broker defendants’ reinsurance broker subsidiaries. The complaint asserts the following causes of action against ACE: Federal Racketeer Influenced and Corrupt Organizations Act (RICO), federal antitrust law, state antitrust law, aiding and abetting breach of fiduciary duty, and unjust enrichment.

In 2006 and 2007, the Court dismissed plaintiffs’ first two attempts to properly plead a case without prejudice and permitted plaintiffs one final opportunity to re-plead. The amended complaint, filed on May 22, 2007, purported to add several new ACE defendants: ACE Group Holdings, Inc., ACE US Holdings, Inc., Westchester Fire Insurance Company, INA Corporation, INA Financial Corporation, INA Holdings Corporation, ACE Property and Casualty Insurance Company, and Pacific Employers Insurance Company. Plaintiffs also added a new antitrust claim against Marsh, ACE, and other insurers based on the same allegations as the other claims but limited to excess casualty insurance. On June 21, 2007, defendants moved to dismiss the amended complaint and moved to strike the new parties. The Court granted defendants’ motions and dismissed plaintiffs’ antitrust and RICO claims with prejudice on August 31, 2007, and September 28, 2007, respectively. The Court also declined to exercise supplemental jurisdiction over plaintiffs’ state law claims and dismissed those claims without prejudice. On October 10, 2007, plaintiffs filed a Notice of Appeal of the antitrust and RICO rulings to the United States Court of Appeals for the Third Circuit. The parties fully briefed the appeal and argued before the Third Circuit on April 21, 2009. The court took the case under advisement, but did not indicate when it would issue a decision.

There are a number of federal actions brought by policyholders based on allegations similar to the allegations in the consolidated federal actions that were filed in, or transferred to, the United States District Court for the District of New Jersey for coordination. All proceedings in these actions are currently stayed.

  • New Cingular Wireless Headquarters LLC et al. v. Marsh & McLennan Companies, Inc. et al. (Case No. 06-5120; D.N.J.), was originally filed in the Northern District of Georgia on April 4, 2006. ACE, ACE American Ins. Co., ACE USA, Inc., ACE Bermuda Ins. Co. Ltd., Illinois Union Ins. Co., Pacific Employers Ins. Co., and Lloyd’s of London Syndicate 2488 AGM, along with a number of other insurers and brokers, are named.

  • Avery Dennison Corp. v. Marsh & McLennan Companies, Inc. et al. (Case No. 07-00757; D.N.J.) was filed on February 13, 2007. ACE, ACE INA Holdings, Inc., ACE USA, Inc., and ACE American Insurance Co., along with a number of other insurers and brokers, are named.

  • Henley Management Co., Inc. et al v. Marsh, Inc. et al. (Case No. 07-2389; D.N.J.) was filed on May 27, 2007. ACE USA, Inc., along with a number of other insurers and Marsh, are named.

  • Lincoln Adventures LLC et al. v. Those Certain Underwriters at Lloyd’s, London Members of Syndicates 0033 et al. (Case No. 07-60991; D.N.J.) was originally filed in the Southern District of Florida on July 13, 2007. Supreme Auto Transport LLC et al. v. Certain Underwriters of Lloyd’s of London, et al. (Case No. 07-6703; D.N.J.) was originally filed in the Southern District of New York on July 25, 2007. Lloyd’s of London Syndicate 2488 AGM, along with a number of other Lloyd’s of London Syndicates and various brokers, are named in both actions. The allegations in these putative class-action lawsuits are similar to the allegations in the consolidated federal actions identified above, although these lawsuits focus on alleged conduct within the London insurance market.

  • Sears, Roebuck & Co. et al. v. Marsh & McLennan Companies, Inc. et al. (Case No. 07-2535; D.N.J.) was originally filed in the Northern District of Georgia on October 12, 2007. ACE American Insurance Co., ACE Bermuda Insurance Ltd., and Westchester Surplus Lines Insurance Co., along with a number of other insurers and brokers, are named.
 
 
Three cases have been filed in state courts with allegations similar to those in the consolidated federal actions described above.

  • Van Emden Management Corporation v. Marsh & McLennan Companies, Inc., et al. (Case No. 05-0066A; Superior Court of Massachusetts), a class action in Massachusetts, was filed on January 13, 2005. Illinois Union Insurance Company is named. The Van Emden case has been stayed pending resolution of the consolidated proceedings in the District of New Jersey or until further order of the Court.

  • Office Depot, Inc. v. Marsh & McLennan Companies, Inc. et al. (Case No. 502005CA004396; Circuit Court of the 15th Judicial Circuit in Palm Beach County Florida), a Florida state action, was filed on June 22, 2005. ACE American Insurance Co. is named. The trial court originally stayed this case, but the Florida Court of Appeals later remanded and the trial court declined to grant another stay. The court has denied motions to dismiss, and ACE American Ins. Co. has filed an answer. Discovery is ongoing.

  • State of Ohio, ex. rel. Marc E. Dann, Attorney General v. American Int’l Group, Inc. et al. (Case No. 07-633857; Court of Common Pleas in Cuyahoga County, Ohio) is an Ohio state action filed by the Ohio Attorney General on August 24, 2007. ACE INA Holdings, Inc., ACE American Insurance Co., ACE Property & Casualty Insurance Co., Insurance Company of North America, and Westchester Fire Insurance Co., along with a number of other insurance companies and Marsh, are named. Defendants filed motions to dismiss in November 2007. On July 2, 2008, the court denied all of the defendants’ motions. Discovery is ongoing and trial is set for August 2010.
 
ACE was named in four putative securities class action suits following the filing of a civil suit against Marsh by the NYAG on October 14, 2004. The suits were consolidated by the JPML in the Eastern District of Pennsylvania and the Court appointed Sheet Metal Workers’ National Pension Fund and Alaska Ironworkers Pension Trust as lead plaintiffs. Lead plaintiffs filed a consolidated amended complaint on September 30, 2005, naming ACE, Evan G. Greenberg, Brian Duperreault, and Philip V. Bancroft as defendants. Plaintiffs allege that ACE’s public statements and securities filings should have revealed that insurers, including certain ACE entities, and brokers allegedly conspired to increase premiums and allocate customers through the use of “B” quotes and contingent commissions and that ACE’s revenues and earnings were inflated by these practices. Plaintiffs assert claims solely under Section 10(b) of the Securities Exchange Act of 1934 (the Exchange Act), Rule 10(b)-5 promulgated thereunder, and Section 20(a) of the Securities Act (control person liability). In 2005, ACE and the individual defendants filed a motion to dismiss. The Court heard oral argument on November 10, 2008, but did not rule on the motion. On December 16, 2008, the parties entered into a Stipulation of Settlement in which the parties agreed – contingent upon Court approval – that ACE would pay the plaintiffs $1.95 million in exchange for a full release of all claims. On June 9, 2009 the Court approved the settlement and dismissed the multidistrict litigation (including the four underlying suits) with prejudice.

ACE is named as a defendant in a derivative suit filed in Delaware Chancery Court by shareholders of Marsh seeking to recover damages for Marsh and its subsidiary, Marsh, Inc., against officers and directors of Marsh, American International Group Inc. (AIG), former AIG chief executive officer Maurice R. Greenberg, and ACE. The suit alleges that the defendants breached their fiduciary duty to and thereby damaged Marsh and Marsh, Inc. by participating in a bid rigging scheme and obtaining “kickbacks” in the form of contingent commissions, and that ACE knowingly participated in the alleged scheme.

ACE, ACE USA, Inc., ACE INA Holdings, Inc., and Evan G. Greenberg, as a former officer and director of AIG and current officer and director of ACE, are named in one or both of two derivative cases brought by certain shareholders of AIG. One of the derivative cases was filed in Delaware Chancery Court, and the other was filed in federal court in the Southern District of New York. The allegations against ACE concern the alleged bid rigging and contingent commission scheme as similarly alleged in the federal commercial insurance cases. Plaintiffs assert the following causes of action against ACE: breach of fiduciary duty, aiding and abetting breaches of fiduciary duties, unjust enrichment, conspiracy, and fraud. In Delaware, the shareholder plaintiffs filed an amended complaint (their third pleading effort), on April 14, 2008, which drops Evan Greenberg as a defendant (plaintiffs in the New York action subsequently dismissed Evan Greenberg as well). On June 13, 2008, ACE filed a motion to dismiss, and on April 20, 2009, the court heard oral argument on the motion. On June 17, 2009 the Court dismissed all claims against ACE with prejudice; final judgment in favor of ACE was entered on July 13, 2009. The New York derivative action is currently stayed.
 
In all of the lawsuits described above, plaintiffs seek compensatory and in some cases special damages without specifying an amount. As a result, ACE cannot at this time estimate its potential costs related to these legal matters and, accordingly, no liability for compensatory damages has been established in the consolidated financial statements.

ACE’s ultimate liability for these matters is not likely to have a material adverse effect on ACE’s consolidated financial condition, although it is possible that the effect could be material to ACE’s consolidated results of operations for an individual reporting period.


(iii)  Legislative activity

The State of New York, as part of the 2009-10 State budget, has adopted language that requires an insurer which (1) paid to the Workers' Compensation Board various statutory assessments in an amount less than that insurer "collected" from insured employers in a given year and (2) "has identified and held any funds collected but not paid to the Workers' Compensation Board , as measurable and available, as of January 1, 2009" to pay retroactive assessments to the Workers' Compensation Board.  The language, and impact, of this new law is at present uncertain because it uses terms and dates that are not readily identifiable with respect to insurers’ statutory financial statements and because the State has not promulgated implementing regulations or other explanatory materials.  The Company’s understanding is that the law is intended to address certain inconsistencies in the New York State laws regulating the calculation of workers’ compensation assessments by insurance carriers and the remittance of those funds to the State. In July 2009, ACE received a subpoena from the NYAG requesting documents related to these issues.  Although the Company can not at this time predict the interpretation that will be afforded the language, ACE is confident that it has complied with the law governing workers’ compensation surcharges and assessments.  ACE has established a contingency based on the Company’s best estimate of the potential liability that could result from an adverse interpretation of the legislation or other events surrounding this topic, based on the facts and circumstances at this time.  Such contingency will be increased or decreased as circumstances develop.  The Company does not expect the legislation to have a material impact on its financial condition or results of operations.

Shareholders' equity
Shareholders' equity disclosure

7. Shareholders’ equity

In connection with the Continuation, the Company changed the currency in which the par value of Ordinary Shares is stated from U.S. dollars to Swiss francs and increased the par value of Ordinary Shares from $0.041666667 to CHF 33.74 (the New Par Value) through a conversion of all issued Ordinary Shares into “stock” and re-conversion of the stock into Ordinary Shares with a par value equal to the New Par Value (the Par Value Conversion). The Par Value Conversion was followed immediately by a stock dividend, to effectively return shareholders to the number of Ordinary Shares held before the Par Value Conversion. The stock dividend did not therefore have the affect of diluting earnings per share. Upon the effectiveness of the Continuation, the Company’s Ordinary Shares became Common Shares. All Common Shares are registered common shares under Swiss corporate law. Notwithstanding the change of the currency in which the par value of Common Shares is stated, the Company continues to use U.S. dollars as its reporting currency for preparing the consolidated financial statements. For purposes of the consolidated financial statements, the increase in par value was accomplished by a corresponding reduction first to retained earnings and second to additional paid-in capital to the extent that the increase in par value exhausted retained earnings at the date of the Continuation. Under Swiss corporate law, dividends, including distributions through a reduction in par value (par value distributions), must be declared by ACE in Swiss francs though dividend payments are made by the Company in U.S. dollars. For the foreseeable future, the Company expects to pay dividends as a repayment of share capital in the form of a reduction in par value or qualified paid-in capital, which would not be subject to Swiss withholding tax. For the three months ended June 30, 2009 and 2008, dividends declared per Common Share amounted to CHF 0.33 ($0.31) and $0.29, respectively.  Dividends declared for the six months ended June 30, 2009 and 2008 were CHF 0.63 ($0.57) and $0.56, respectively. The par value distribution in the six months ended June 30, 2009, is reflected as such through Common Shares in the consolidated statement of shareholders’ equity and had the effect of reducing the par value per Common Share to CHF 32.51.
  
Under Swiss corporate law, the Company may not generally issue Common Shares below their par value.  In the event there is a need to raise common equity at a time when the trading price of the Company’s Common Shares is below par value, the Company will need to obtain shareholder approval to decrease the par value of the Common Shares.

In July 2008, prior to the Continuation, the Company issued and placed 2,000,000 Common Shares in treasury principally for issuance upon the exercise of employee stock options. At June 30, 2009, 1,468,423 Common Shares remain in treasury after net shares redeemed under employee share-based compensation plans.

Share-based compensation
Share-based compensation

8. Share-based compensation

During 2004, the Company established the ACE Limited 2004 Long-Term Incentive Plan (the 2004 LTIP). The Company’s 2004 LTIP provides for grants of both incentive and non-qualified stock options principally at an option price per share of 100 percent of the fair value of the Company’s Common Shares on the date of grant. Stock options are generally granted with a 3-year vesting period and a 10-year term. The stock options vest in equal annual installments over the respective vesting period, which is also the requisite service period. On February 26, 2009, the Company granted 2,320,620 stock options with a weighted-average grant date fair value of $12.94. The fair value of the options issued is estimated on the date of grant using the Black-Scholes option pricing model.

The Company’s 2004 LTIP also provides for grants of restricted stock and restricted stock units. The Company generally grants restricted stock and restricted stock units with a 4-year vesting period, based on a graded vesting schedule. The restricted stock is granted at market close price on the day of grant. On February 26, 2009, the Company granted 2,437,525 restricted stock awards and 322,860 restricted stock units to officers of the Company and its subsidiaries with a grant date fair value of $38.51. Each restricted stock unit represents the Company’s obligation to deliver to the holder one Common Share upon vesting.

Fair value measurements
Fair value measurements

9. Fair value measurements

a) Fair value hierarchy

The Company partially adopted the provisions of FAS 157 on January 1, 2008, and the cumulative effect of adoption resulted in a reduction to retained earnings of $4 million related to an increase in risk margins included in the valuation of certain GMIB contracts. The Company fully adopted the provisions of FAS 157 effective January 1, 2009. FAS 157 defines fair value as the price to sell an asset or transfer a liability in an orderly transaction between market participants and establishes a three-level valuation hierarchy in which inputs into valuation techniques used to measure fair value are classified. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. Inputs in Level 1 are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 includes inputs other than quoted prices included within Level 1 that are observable for assets or liabilities either directly or indirectly. Level 2 inputs include, among other items, quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability such as interest rates and yield curves. Level 3 inputs are unobservable and reflect management’s judgments about assumptions that market participants would use in pricing an asset or liability. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following is a description of the valuation measurements used for the Company’s financial instruments carried or disclosed at fair value, as well as the general classification of such financial instruments pursuant to the valuation hierarchy.

Fixed maturities
Fixed maturities with active markets are classified within Level 1 as fair values are based on quoted market prices. For fixed maturities that trade in less active markets, including most corporate and municipal securities in ACE’s portfolio, fair values are based on the output of “pricing matrix models”, the significant inputs into which include, but are not limited to, yield curves, credit risks and spreads, measures of volatility, and prepayment speeds. These fixed maturities are classified within Level 2. Fixed maturities for which pricing is unobservable are classified within Level 3.

Equity securities
Equity securities with active markets are classified within Level 1 as fair values are based on quoted market prices. For non-public equity securities, fair values are based on market valuations and are classified within Level 2. As previously discussed, during the three months ended June 30, 2009, ACE’s investment in AGO was reclassified from Investments in partially-owned insurance companies to Equity securities. The fair value of the Company’s investment in AGO is based on a quoted market price and continues to be classified within Level 1.

Short-term investments
Short-term investments, which comprise securities due to mature within one year of the date of purchase, that are traded in active markets, are classified within Level 1 as fair values are based on quoted market prices. Securities such as commercial paper and discount notes are classified within Level 2 because these securities are typically not actively traded due to their approaching maturity and, as such, their cost approximating par value.

Securities lending collateral
The underlying assets included in Securities lending collateral are fixed maturities which are classified in the valuation hierarchy on the same basis as the Company’s other fixed maturities. Excluded from the valuation hierarchy is the corresponding liability related to the Company’s obligation to return the collateral plus interest.

Other investments
Fair values for other investments, principally other direct equity investments, investment funds, and limited partnerships, are based on the net asset value or financial statements and are included within Level 3. Equity securities and fixed maturities held in rabbi trusts maintained by the Company for deferred compensation plans, and included in Other investments, are classified within the valuation hierarchy on the same basis as the Company’s other equity securities and fixed maturities.

 Investments in partially-owned insurance companies
Fair values for investments in partially-owned insurance companies based on the financial statements provided by those companies used for equity accounting are classified within Level 3.

Investment derivative instruments
For actively traded investment derivative instruments, including futures, options, and exchange-traded forward contracts, the Company obtains quoted market prices to determine fair value. As such, these instruments are included within Level 1. Forward contracts that are not exchange-traded are priced using a pricing matrix model principally employing observable inputs and, as such, are classified within Level 2. The Company’s position in interest rate swaps is typically classified within Level 3.

Guaranteed minimum income benefits
The liability for GMIBs arises from the Company’s reinsurance programs covering living benefit guarantees whereby the Company assumes the risk of GMIBs associated with variable annuity contracts. For GMIB reinsurance, ACE estimates fair value using an internal valuation model which includes current market information and estimates of policyholder behavior. All of the treaties contain claim limits, which are factored into the valuation model. The fair value depends on a number of inputs, including changes in interest rates, changes in equity markets, credit risk, current account value, changes in market volatility, expected annuitization rates, changes in policyholder behavior, and changes in policyholder mortality.  The model and related assumptions are continuously re-evaluated by management and enhanced, as appropriate, based upon additional experience obtained related to policyholder behavior and availability of more timely information, such as market conditions and demographics of in-force annuities. Based on the quarterly reserve review, no changes were made to actuarial or behavioral assumptions during the three months ended June 30, 2009. The most significant policyholder behavior assumptions include lapse rates and annuitization rates using the guaranteed benefit (GMIB annuitization rate). Assumptions regarding lapse rates and GMIB annuitization rates differ by treaty but the underlying methodology to determine rates applied to each treaty is comparable. The assumptions regarding lapse and GMIB annuitization rates determined for each treaty are based on a dynamic calculation that uses several underlying factors. A lapse rate is the percentage of in-force policies surrendered in a given calendar year. All else equal, as lapse rates increase, ultimate claim payments will decrease. The GMIB annuitization rate is the percentage of policies for which the policyholder will elect to annuitize using the guaranteed benefit provided under the GMIB. All else equal, as GMIB annuitization rates increase, ultimate claim payments will increase, subject to treaty claim limits. The effect of changes in key market factors on assumed lapse and annuitization rates reflect emerging trends using data available from cedants. For treaties with limited experience, rates are established in line with data received from other ceding companies adjusted as appropriate with industry estimates. The Company views the variable annuity reinsurance business as having a similar risk profile to that of catastrophe reinsurance, with the probability of a cumulative long-term economic net loss relatively small, at the time of pricing. However, adverse changes in market factors and policyholder behavior will have an adverse impact on net income, which may be material. Because of the significant use of unobservable inputs including policyholder behavior, GMIB reinsurance is classified within Level 3.

Short- and long-term debt and trust preferred securities
Where practical, fair values for short-term debt, long-term debt, and trust preferred securities are estimated using discounted cash flow calculations based principally on observable inputs including the Company’s incremental borrowing rates, which reflect ACE’s credit rating, for similar types of borrowings with maturities consistent with those remaining for the debt being valued. As such, these instruments are classified within Level 2.

Other derivative instruments
The Company maintains positions in other derivative instruments including exchange-traded equity futures contracts and option contracts designed to limit exposure to a severe equity market decline, which would cause an increase in expected claims and, therefore, reserves for guaranteed minimum death benefits (GMDB) and GMIB reinsurance business. The Company’s position in exchange-traded equity futures contracts is classified within Level 1. The fair value of the majority of the Company’s remaining positions in other derivative instruments is based on significant observable inputs including equity security and interest rate indices. Accordingly, these are classified within Level 2. The Company’s position in credit default swaps is typically included within Level 3.

The following tables present, by valuation hierarchy, the financial instruments carried or disclosed at fair value, and measured on a recurring basis, as of June 30, 2009, and December 31, 2008.

 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs   
 Level 1 Level 2 Level 3 Total
            
June 30, 2009(in millions of U.S. dollars)
Assets:
Fixed maturities available for sale           
            
U.S. Treasury and agency$ 1,259  $ 1,928  $ -  $ 3,187 
Foreign  424    9,283    38    9,745 
Corporate securities  57    11,530    100    11,687 
Mortgage-backed securities  12    9,533    42    9,587 
States, municipalities, and political subdivisions  1    1,487    3    1,491 
   1,753    33,761    183    35,697 
Fixed maturities held to maturity           
            
U.S. Treasury and agency  338    547    -    885 
Foreign  -    34    -    34 
Corporate securities  -    369    -    369 
Mortgage-backed securities  -    1,462    51    1,513 
States, municipalities, and political subdivisions  -    734    -    734 
   338    3,146    51    3,535 
            
Equity securities  410    5    8    423 
Short-term investments  1,382    695    4    2,081 
Other investments  30    249    1,084    1,363 
Securities lending collateral  -    1,370    -    1,370 
Investments in partially-owned insurance companies  -    -    462    462 
Investment derivative instruments  5    -    -    5 
Other derivative instruments  13    124    34    171 
Total assets at fair value$ 3,931  $ 39,350  $ 1,826  $ 45,107 
            
Liabilities:           
GMIB$ -    -    634  $ 634 
Short-term debt  -    224    -    224 
Long-term debt  -    3,422    -    3,422 
Trust preferred securities  -    252    -    252 
Total liabilities at fair value$ -  $ 3,898  $ 634  $ 4,532 
            
 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs   
 Level 1 Level 2 Level 3 Total
            
December 31, 2008(in millions of U.S. dollars)
Assets:
Fixed maturities available for sale$ 872  $ 30,009  $ 274  $ 31,155 
Fixed maturities held to maturity  332    2,532    1    2,865 
Equity securities  962    5    21    988 
Short-term investments  2,668    682    -    3,350 
Other investments  37    226    1,099    1,362 
Other derivative instruments  -    280    87    367 
Total assets at fair value$ 4,871  $ 33,734  $ 1,482  $ 40,087 
            
Liabilities:           
Investment derivative instruments $ 3  $ -  $ -  $ 3 
GMIB  -    -    910    910 
Total liabilities at fair value$ 3  $ -  $ 910  $ 913 

Level 3 financial instruments

The following tables provide a reconciliation of the beginning and ending balances of financial instruments carried or disclosed at fair value using significant unobservable inputs (Level 3) for the three and six months ended ended June 30, 2009 and 2008.

 Balance-Beginning of Period Net Realized Gains/ Losses Change in Net Unrealized Gains (Losses) Included in Other Comprehensive Income Purchases, Sales, Issuances, and Settlements, Net Transfers Into (Out of) Level 3 Balance-End of Period Change in Net Unrealized Gains (Losses) Relating to Financial Instruments Still Held at June 30, 2009 included in Net Income
 
Three Months Ended(in millions of U.S. dollars)
June 30, 2009 
Assets:                    
Fixed maturities available for sale                    
                     
Foreign$ 39  $ (1) $ 2  $ 7  $ (9) $ 38  $ (1)
Corporate securities  103    (1)   8    (5)   (5)   100    (5)
Mortgage-backed securities  85    -    13    (54)   (2)   42    (1)
States, municipalities, and political subdivisions  3    -    -    -    -    3    - 
   230    (2)   23    (52)   (16)   183    (7)
Fixed maturities held to maturity                    
                     
Mortgage-backed securities  -    -    -    51    -    51    - 
   -    -    -    51    -    51    - 
Equity securities  8    -    -    -    -    8    - 
Short-term investments  1    -    -    3    -    4    - 
Other investments  1,027    6    41    11    (1)   1,084    6 
Investments in partially-owned insurance companies  481    8    (20)   (7)   -    462    - 
Other derivative instruments  83    (51)   -    2    -    34    (51)
Total assets at fair value$ 1,830  $ (39) $ 44  $ 8  $ (17) $ 1,826  $ (52)
                     
Liabilities:                    
GMIB$ 913  $ (284) $ -  $ 5  $ -  $ 634  $ (284)
                     
                     
 Balance-Beginning of Period Net Realized Gains/ Losses Change in Net Unrealized Gains (Losses) Included in Other Comprehensive Income Purchases, Sales, Issuances, and Settlements, Net Transfers Into (Out of) Level 3 Balance-End of Period Change in Net Unrealized Gains (Losses) Relating to Financial Instruments Still Held at June 30, 2008 included in Net Income
       
Three Months Ended(in millions of U.S. dollars)
June 30, 2008                    
Assets: 
Fixed maturities available for sale$ 547  $ (10) $ (7) $ 35  $ (99) $ 466  $ (8)
Fixed maturities held to maturity  -    -    -    -    2    2    - 
Equity securities  13    -    -    (5)   2    10    - 
Other investments  1,012    2    (35)   138    -    1,117    (25)
Other derivative instruments  37    (4)   -    (2)   -    31    13 
Total assets at fair value$ 1,609  $ (12) $ (42) $ 166  $ (95) $ 1,626  $ (20)
                     
Liabilities:                    
Investment derivative instruments$ (5) $ -  $ -  $ 5  $ -  $ -  $ - 
GMIB  441    (75)   -    9    -    375    (75)
Total liabilities at fair value$ 436  $ (75) $ -  $ 14  $ -  $ 375  $ (75)
 Balance-Beginning of Period Net Realized Gains/ Losses Change in Net Unrealized Gains (Losses) Included in Other Comprehensive Income Purchases, Sales, Issuances, and Settlements, Net Transfers Into (Out of) Level 3 Balance-End of Period Change in Net Unrealized Gains (Losses) Relating to Financial Instruments Still Held at June 30, 2009 included in Net Income
 
Six Months Ended(in millions of U.S. dollars)
June 30, 2009                    
Assets:                    
Fixed maturities available for sale                    
                     
Foreign$ 45  $ (1) $ -  $ 4  $ (10) $ 38  $ (1)
Corporate securities  117    -    5    (6)   (16)   100    (4)
Mortgage-backed securities  109    (4)   14    (60)   (17)   42    (5)
States, municipalities, and political subdivisions  3    -    -    -    -    3    - 
   274    (5)   19    (62)   (43)   183    (10)
Fixed maturities held to maturity                    
                     
Mortgage-backed securities  -    -    -    51    -    51    - 
States, municipalities, and political subdivisions  1    -    -    (1)   -    -    - 
   1    -    -    50    -    51    - 
Equity securities  21    -    -    4    (17)   8    - 
Short-term investments  -    -    -    4    -    4    - 
Other investments  1,099    (83)   20    49    (1)   1,084    (83)
Investments in partially-owned insurance companies  435    8    (17)   36    -    462    - 
Other derivative instruments  87    (52)   -    (1)   -    34    (52)
Total assets at fair value$ 1,917  $ (132) $ 22  $ 80  $ (61) $ 1,826  $ (145)
                     
Liabilities:                    
GMIB$ 910  $ (283) $ -  $ 7  $ -  $ 634  $ (283)
                     
                     
 Balance-Beginning of Period Net Realized Gains/ Losses Change in Net Unrealized Gains (Losses) Included in Other Comprehensive Income Purchases, Sales, Issuances, and Settlements, Net Transfers Into (Out of) Level 3 Balance-End of Period Change in Net Unrealized Gains (Losses) Relating to Financial Instruments Still Held at June 30, 2008 included in Net Income
       
Six Months Ended(in millions of U.S. dollars)
June 30, 2008                    
Assets: 
Fixed maturities available for sale$ 601  $ (13) $ (41) $ 28  $ (109) $ 466  $ (13)
Fixed maturities held to maturity  -    -    -    -    2    2    - 
Equity securities  12    -    -    (3)   1    10    - 
Other investments  898    (25)   (39)   283    -    1,117    (52)
Other derivative instruments  17    16    -    (2)   -    31    32 
Total assets at fair value$ 1,528  $ (22) $ (80) $ 306  $ (106) $ 1,626  $ (33)
                     
Liabilities:                    
Investment derivative instruments$ (6) $ (5) $ -  $ 11  $ -  $ -  $ (2)
GMIB  225    130    -    20    -    375    130 
Total liabilities at fair value$ 219  $ 125  $ -  $ 31  $ -  $ 375  $ 128 

b) Fair value option

Effective January 1, 2008, the Company elected the fair value option provided by FAS 159, The Fair Value Option For Financial Assets and Liabilities, (FAS 159) for certain of its available for sale equity securities valued and carried at $161 million on the election date. The Company elected the fair value option for these particular equity securities to simplify the accounting and oversight of this portfolio given the portfolio management strategy employed by the external investment manager. The election resulted in an increase in retained earnings and a reduction to accumulated other comprehensive income of $6 million as of January 1, 2008. This adjustment reflects the net of tax unrealized gains ($9 million pre-tax) associated with this particular portfolio at January 1, 2008. Subsequent to this election, changes in fair value related to these equity securities were recognized in Net realized gains (losses). During the three months ended June 30, 2008, the Company sold the entire portfolio. Accordingly, the Company currently holds no assets for which the provisions of FAS 159 have been elected. For the three and six months ended June 30, 2008, the Company recognized net realized gains (losses) related to changes in fair value of these equity securities of $9 million and $(11) million, respectively, in the consolidated statements of operations. Throughout 2008 to the date of sale, all of these equity securities were classified within Level 1 in the fair value hierarchy.

Segment information
Segment information

10. Segment information

The Company operates through the following business segments, certain of which represent the aggregation of distinct operating segments: Insurance – North American, Insurance – Overseas General, Global Reinsurance, and Life. These segments distribute their products through various forms of brokers, agencies, and direct marketing programs. All business segments have established relationships with reinsurance intermediaries. Additionally, Insurance – North American has internet distribution channels for some of its products.

The Insurance – North American segment comprises the P&C operation in the U.S., Canada, and Bermuda. This segment includes the operations of ACE USA (including ACE Canada), ACE Westchester, ACE Bermuda, ACE Private Risk Services, and various run-off operations. ACE USA provides a broad array of P&C, A&H, and risk management products and services to a diverse group of commercial and non-commercial enterprises and consumers. ESIS, ACE USA’s in-house third-party claims administrator, performs claims management and risk control services for organizations that self-insure P&C exposures. The operating results of ESIS are included in Insurance – North American’s administrative expenses. ACE Westchester specializes in the wholesale distribution of excess, surplus, and specialty P&C products. ACE Bermuda provides commercial insurance products on an excess basis to a global client base, covering risks that are generally low in frequency and high in severity. ACE Private Risk Services provides personal lines coverages (such as homeowners and automobile) for high net worth clients. The run-off operations include Brandywine Holdings Corporation, Commercial Insurance Services, residual market workers’ compensation business, pools and syndicates not attributable to a single business group, and other exited lines of business. Run-off operations do not actively sell insurance products, but are responsible for the management of existing policies and related claims.

The Insurance – Overseas General segment consists of ACE International (excluding its life insurance business), the wholesale insurance operations of ACE Global Markets, and the international A&H and life insurance business of Combined Insurance. ACE International, the ACE INA network of indigenous retail insurance operations, maintains a presence in every major insurance market in the world and is organized geographically along product lines that provide dedicated underwriting focus to customers. ACE Global Markets, the London-based excess and surplus lines business that includes Lloyd’s Syndicate 2488, offers an extensive product range through its unique parallel distribution of products via ACE European Group Limited (AEGL) and Lloyd’s Syndicate 2488. ACE provides funds at Lloyd’s to support underwriting by Syndicate 2488 which is managed by ACE Underwriting Agencies Limited. AEGL, the London-based, Financial Services Authority-U.K. regulated company, underwrites U.K. and Continental Europe insurance and reinsurance business. The reinsurance operation of ACE Global Markets is included in the Global Reinsurance segment. Combined Insurance distributes specialty individual accident and supplemental health and life insurance products targeted to middle income consumers in Europe, Asia Pacific, and Latin America. The Insurance – Overseas General segment has four regions of operations: the ACE European Group (which comprises ACE Europe and ACE Global Markets branded business), ACE Asia Pacific, ACE Far East, and ACE Latin America. Companies within the Insurance – Overseas General segment write a variety of insurance products including property, casualty, professional lines (directors & officers and errors & omissions), marine, energy, aviation, political risk, specialty personal lines, consumer lines, A&H (principally accident and supplemental health), and life insurance.

The Global Reinsurance segment represents ACE’s reinsurance operations comprising ACE Tempest Re Bermuda, ACE Tempest Re USA, ACE Tempest Re Europe, and ACE Tempest Re Canada. These divisions provide a broad range of property catastrophe, casualty, and property reinsurance coverages to a diverse array of primary P&C companies. The Global Reinsurance segment includes ACE Global Markets’ reinsurance operations, as well as an underwriting presence at Lloyd’s Reinsurance Company (China) Limited, a Lloyd’s licensed reinsurance company based in Shanghai.

The Life segment includes the operations of ACE Tempest Life Re (ACE Life Re), ACE Life, and the domestic A&H and life business of Combined Insurance. ACE Life Re provides reinsurance coverage to other life insurance companies as well as marketing traditional life reinsurance products and services for the individual life business. ACE Life provides traditional life insurance protection, investments, and savings products to individuals and groups in several countries including China (through a partially-owned company), Egypt, Indonesia, Taiwan, Thailand, the United Arab Emirates, and Vietnam. Combined Insurance distributes specialty individual accident and supplemental health and life insurance products targeted to middle income consumers in the U.S. and Canada.

Corporate and Other (Corporate) includes ACE Limited, ACE Group Management and Holdings Ltd., ACE INA Holdings, Inc., and intercompany eliminations. In addition, Corporate includes the Company’s proportionate share of AGO’s earnings reflected in Other (income) expense to the date that ACE was no longer deemed to exert significant influence over AGO in accordance with the provisions of APB 18. Included in Losses and loss expenses are losses incurred in connection with the commutation of ceded reinsurance contracts that resulted from a differential between the consideration received from reinsurers and the related reduction of reinsurance recoverable, principally related to the time value of money. Due to the Company’s initiatives to reduce reinsurance recoverable balances and thereby encourage such commutations, losses recognized in connection with the commutation of ceded reinsurance contracts are generally not considered when assessing segment performance and, accordingly, are directly allocated to Corporate. ACE also eliminates the impact of intersegment loss portfolio transfer transactions which are not reflected in the results within the statements of operations by segment.

For segment reporting purposes, certain items have been presented in a different manner than in the consolidated financial statements. Management uses underwriting income as the main measure of segment performance. ACE calculates underwriting income by subtracting losses and loss expenses, policy benefits, policy acquisition costs, and administrative expenses from net premiums earned. For the Life business, management also includes net investment income as a component of underwriting income. The following tables summarize the operations by segment for the periods indicated.

Statement of Operations by Segment
For the Three Months Ended June 30, 2009
(in millions of U.S. dollars)
                  
 Insurance – North American Insurance – Overseas General Global Reinsurance Life Corporate and Other ACE Consolidated
Gross premiums written$ 2,664  $ 1,710  $ 359  $ 384  $ -  $ 5,117 
Net premiums written   1,454    1,265    329    367    -    3,415 
Net premiums earned  1,415    1,246    241    364    -    3,266 
Losses and loss expenses  997    635    56    133    -    1,821 
Policy benefits  -    1    -    77    -    78 
Policy acquisition costs  129    293    46    55    -    523 
Administrative expenses  147    190    14    64    39    454 
Underwriting income (loss)  142    127    125    35    (39)   390 
Net investment income  275    114    73    43    1    506 
Net realized gains (losses) including OTTI  (97)   (87)   (47)   108    (102)   (225)
Interest expense  -    -    -    -    56    56 
Other (income) expense  1    5    1    (1)   (27)   (21)
Income tax expense (benefit)  76    29    13    14    (31)   101 
Net income (loss)$ 243  $ 120  $ 137  $ 173  $ (138) $ 535 
Statement of Operations by Segment
For the Three Months Ended June 30, 2008
(in millions of U.S. dollars)
                  
 Insurance – North American Insurance – Overseas General Global Reinsurance Life Corporate and Other ACE Consolidated
Gross premiums written$ 2,718  $ 1,876  $ 272  $ 427  $ -  $ 5,293 
Net premiums written   1,511    1,443    270    374    -    3,598 
Net premiums earned  1,365    1,439    257    367    -    3,428 
Losses and loss expenses  962    715    108    110    -    1,895 
Policy benefits  -    5    -    84    -    89 
Policy acquisition costs  129    323    54    63    -    569 
Administrative expenses  131    208    14    69    39    461 
Underwriting income (loss)  143    188    81    41    (39)   414 
Net investment income  282    134    79    40    (3)   532 
Net realized gains (losses) including OTTI  (105)   (58)   (20)   64    (7)   (126)
Interest expense  -    -    -    -    62    62 
Other (income) expense  3    (17)   1    4    (116)   (125)
Income tax expense (benefit)  106    38    11    12    (30)   137 
Net income$ 211  $ 243  $ 128  $ 129  $ 35  $ 746 
Statement of Operations by Segment
For the Six Months Ended June 30, 2009
(in millions of U.S. dollars)
                  
 Insurance – North American Insurance – Overseas General Global Reinsurance Life Corporate and Other ACE Consolidated
Gross premiums written$ 4,742  $ 3,403  $ 738  $ 769  $ -  $ 9,652 
Net premiums written   2,846    2,592    688    713    -    6,839 
Net premiums earned  2,852    2,430    479    699    -    6,460 
Losses and loss expenses  2,001    1,248    143    245    -    3,637 
Policy benefits  -    3    -    174    -    177 
Policy acquisition costs  252    553    97    102    -    1,004 
Administrative expenses  287    365    26    122    74    874 
Underwriting income (loss)  312    261    213    56    (74)   768 
Net investment income  538    234    145    89    2    1,008 
Net realized gains (losses) including OTTI  (217)   (80)   (36)   117    (130)   (346)
Interest expense  -    -    -    -    109    109 
Other (income) expense  5    9    1    1    (23)   (7)
Income tax expense (benefit)  172    75    29    20    (70)   226 
Net income (loss)$ 456  $ 331  $ 292  $ 241  $ (218) $ 1,102 
Statement of Operations by Segment
For the Six Months Ended June 30, 2008
(in millions of U.S. dollars)
                  
 Insurance – North American Insurance – Overseas General Global Reinsurance Life Corporate and Other ACE Consolidated
Gross premiums written$ 4,899  $ 3,654  $ 617  $ 532  $ -  $ 9,702 
Net premiums written   2,871    2,788    614    479    -    6,752 
Net premiums earned  2,719    2,662    520    467    -    6,368 
Losses and loss expenses  1,831    1,308    225    110    -    3,474 
Policy benefits  -    5    -    147    -    152 
Policy acquisition costs  290    568    108    71    -    1,037 
Administrative expenses  266    381    29    82    78    836 
Underwriting income (loss)  332    400    158    57    (78)   869 
Net investment income  551    251    152    55    12    1,021 
Net realized gains (losses) including OTTI  (166)   (141)   (65)   (122)   15    (479)
Interest expense  -    -    -    -    108    108 
Other (income) expense  3    (20)   1    4    (98)   (110)
Income tax expense (benefit)  229    85    15    10    (49)   290 
Net income (loss)$ 485  $ 445  $ 229  $ (24) $ (12) $ 1,123 
                  

Underwriting assets are reviewed in total by management for purposes of decision-making. The Company does not allocate assets to its segments.

The following tables summarize the net premiums earned for each segment by product offering for the periods indicated.

 Property & All Other Casualty Life, Accident & Health ACE Consolidated
            
 (in millions of U.S. dollars)
For the Three Months Ended June 30, 2009      
Insurance – North American$ 448  $ 902  $ 65  $ 1,415 
Insurance – Overseas General  422    357    467    1,246 
Global Reinsurance  128    113    -    241 
Life  -    -    364    364 
 $ 998  $ 1,372  $ 896  $ 3,266 
            
For the Three Months Ended June 30, 2008      
Insurance – North American$ 357  $ 946  $ 62  $ 1,365 
Insurance – Overseas General  470    403    566    1,439 
Global Reinsurance  132    125    -    257 
Life  -    -    367    367 
 $ 959  $ 1,474  $ 995  $ 3,428 
            
For the Six Months Ended June 30, 2009      
Insurance – North American$ 865  $ 1,862  $ 125  $ 2,852 
Insurance – Overseas General  842    672    916    2,430 
Global Reinsurance  274    205    -    479 
Life  -    -    699    699 
 $ 1,981  $ 2,739  $ 1,740  $ 6,460 
            
For the Six Months Ended June 30, 2008      
Insurance – North American$ 663  $ 1,934  $ 122  $ 2,719 
Insurance – Overseas General  920    775    967    2,662 
Global Reinsurance  257    263    -    520 
Life  -    -    467    467 
 $ 1,840  $ 2,972  $ 1,556  $ 6,368 
Earnings per share
Earnings per share

11. Earnings per share

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated. The current and prior period calculations have been amended due to the impact of the adoption of FSP EITF 03-6-1. The previously reported amounts for basic earnings per share for the three and six months ended June 30, 2008, were $2.23 and $3.35, respectively. The previously reported amounts for diluted earnings per share for the three and six months ended June 30, 2008, were $2.20 and $3.31, respectively.

  Three Months Ended Six Months Ended
  June 30 June 30
  2009  2008  2009  2008 
             
  (in millions of U.S. dollars, except share and per share data)
Numerator:           
Net Income$ 535  $ 746  $ 1,102  $ 1,123 
Dividends on Preferred Shares  -    (13)   -    (24)
Net income available to holders of Common Shares$ 535  $ 733  $ 1,102  $ 1,099 
             
Denominator:           
Denominator for basic earnings per share:         
 Weighted average shares outstanding  336,898,236    333,236,903    336,159,387    331,986,638 
Denominator for diluted earnings per share:         
 Share-based compensation plans  610,060    2,243,842    342,529    2,172,679 
 Adjusted weighted average shares outstanding and assumed conversions  337,508,296    335,480,745    336,501,916    334,159,317 
             
            
Basic earnings per share$1.58  $2.20  $3.28  $3.31 
             
            
Diluted earnings per share$1.58  $2.18  $3.27  $3.29 

Excluded from adjusted weighted average shares outstanding and assumed conversions is the impact of securities that would have been anti-dilutive during the respective periods. For the three months ended June 30, 2009 and 2008, the potential anti-dilutive share conversions were 1,382,107 and 480,106, respectively. The potential anti-dilutive share conversions for the six months ended June 30, 2009 and 2008, were 1,596,259 and 415,418, respectively.

Information provided in connection with outstanding debt of subsidiaries
Information provided in connection with outstanding debt of subsidiaries

12. Information provided in connection with outstanding debt of subsidiaries

The following tables present condensed consolidating financial information at June 30, 2009, and December 31, 2008, and for the three and six months ended June 30, 2009 and 2008, for ACE Limited (the Parent Guarantor) and its “Subsidiary Issuer”, ACE INA Holdings, Inc. The Subsidiary Issuer is an indirect 100 percent-owned subsidiary of the Parent Guarantor. Investments in subsidiaries are accounted for by the Parent Guarantor under the equity method for purposes of the supplemental consolidating presentation. Earnings of subsidiaries are reflected in the Parent Guarantor’s investment accounts and earnings. The Parent Guarantor fully and unconditionally guarantees certain of the debt of the Subsidiary Issuer.

Condensed Consolidating Balance Sheet at
June 30, 2009
(in millions of U.S. dollars)
               
 ACE Limited (Parent Guarantor) ACE INA Holdings Inc. (Subsidiary Issuer) Other ACE Limited Subsidiaries and Eliminations(1) Consolidating Adjustments(2) ACE Limited Consolidated
Assets              
Investments$ 60  $ 22,440  $ 20,581  $ -  $43,081 
Cash  (78)   308    424    -    654 
Insurance and reinsurance balances receivable  -    3,346    670    -    4,016 
Reinsurance recoverable on losses and loss expenses  -    16,787    (3,357)   -    13,430 
Reinsurance recoverable on policy benefits  -    715    (367)   -    348 
Value of business acquired  -    793    -    -    793 
Goodwill and other intangible assets  -    3,200    556    -    3,756 
Investments in subsidiaries  15,949    -    -    (15,949)   - 
Due from (to) subsidiaries and affiliates, net  760    (385)   385    (760)   - 
Other assets  14    7,715    1,848    -    9,577 
Total assets$ 16,705  $ 54,919  $ 20,740  $ (16,709) $ 75,655 
               
Liabilities              
Unpaid losses and loss expenses$ -  $ 29,356  $ 7,912  $ -  $ 37,268 
Unearned premiums  -    5,444    1,281    -    6,725 
Future policy benefits  -    2,354    630    -    2,984 
Short-term debt  -    216    -    -    216 
Long-term debt  -    3,322    -    -    3,322 
Trust preferred securities  -    309    -    -    309 
Other liabilities  144    6,741    1,385    -    8,270 
Total liabilities  144    47,742    11,208    -    59,094 
               
Total shareholders' equity  16,561    7,177    9,532    (16,709)   16,561 
               
Total liabilities and shareholders' equity$ 16,705  $ 54,919  $ 20,740  $ (16,709) $ 75,655 
               
(1) Includes all other subsidiaries of ACE Limited and intercompany eliminations.
(2) Includes ACE Limited parent company eliminations.
Condensed Consolidating Balance Sheet at
December 31, 2008
(in millions of U.S. dollars)
               
 ACE Limited (Parent Guarantor) ACE INA Holdings Inc. (Subsidiary Issuer) Other ACE Limited Subsidiaries and Eliminations(1) Consolidating Adjustments(2) ACE Limited Consolidated
Assets              
Investments$ 143  $ 20,323  $ 19,249  $ -  $ 39,715 
Cash  (52)   442    477    -    867 
Insurance and reinsurance balances receivable  -    2,944    509    -    3,453 
Reinsurance recoverable on losses and loss expenses  -    16,880    (2,963)   -    13,917