CB 10-Q Quarterly Report Sept. 30, 2015 | Alphaminr
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CB 10-Q Quarter ended Sept. 30, 2015

Balance Sheet
Cash Flow
Income Statement
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CHUBB LTD
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10-Q 1 ace-9302015x10q.htm 10-Q 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2015

OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from             to
Commission File No. 1-11778
ACE LIMITED
(Exact name of registrant as specified in its charter)

Switzerland
98-0091805
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

Baerengasse 32
Zurich, Switzerland CH-8001
(Address of principal executive offices) (Zip Code)
+41 (0)43 456 76 00
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES þ NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES þ NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
(Do not check if a smaller reporting company)
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ¨ NO þ
The number of registrant’s Common Shares (CHF 24.15 par value) outstanding as of October 23, 2015 was 324,181,471 .


ACE LIMITED
INDEX TO FORM 10-Q



Page
Part I.
FINANCIAL INFORMATION
Item 1.
Note 1.
Note 2.
Note 3.
Note 4.
Note 5.
Note 6.
Note 7.
Note 8.
Note 9.
Note 10.
Note 11.
Note 12.
Item 2.
Item 3.
Item 4.
Part II.
OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 6.



2

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements

CONSOLIDATED BALANCE SHEETS (Unaudited)
ACE Limited and Subsidiaries
September 30

December 31

(in millions of U.S. dollars, except share and per share data)
2015

2014

Assets
Investments
Fixed maturities available for sale, at fair value (amortized cost – $47,411 and $47,826)
$
48,278

$
49,395

(includes hybrid financial instruments of $217 and $274)
Fixed maturities held to maturity, at amortized cost (fair value – $8,750 and $7,589)
8,564

7,331

Equity securities, at fair value (cost – $434 and $440)
464

510

Short-term investments, at fair value and amortized cost
1,808

2,322

Other investments (cost – $2,943 and $2,999)
3,270

3,346

Total investments
62,384

62,904

Cash
1,038

655

Securities lending collateral
1,011

1,330

Accrued investment income
530

552

Insurance and reinsurance balances receivable
5,290

5,426

Reinsurance recoverable on losses and loss expenses
11,231

11,992

Reinsurance recoverable on policy benefits
194

217

Deferred policy acquisition costs
2,809

2,601

Value of business acquired
410

466

Goodwill and other intangible assets
5,713

5,724

Prepaid reinsurance premiums
2,059

2,026

Deferred tax assets
395

295

Investments in partially-owned insurance companies
654

504

Other assets
4,042

3,556

Total assets
$
97,760

$
98,248

Liabilities
Unpaid losses and loss expenses
$
37,564

$
38,315

Unearned premiums
8,510

8,222

Future policy benefits
4,776

4,754

Insurance and reinsurance balances payable
4,225

4,095

Securities lending payable
1,012

1,331

Accounts payable, accrued expenses, and other liabilities
5,977

5,726

Short-term debt
2,103

2,552

Long-term debt
4,157

3,357

Trust preferred securities
309

309

Total liabilities
68,633

68,661

Commitments and contingencies


Shareholders’ equity
Common Shares (CHF 24.15 and CHF 24.77 par value; 342,832,412 shares issued; 324,062,368 and 328,659,686 shares outstanding)
7,833

8,055

Common Shares in treasury (18,770,044 and 14,172,726 shares)
(1,974
)
(1,448
)
Additional paid-in capital
4,665

5,145

Retained earnings
18,795

16,644

Accumulated other comprehensive income (loss) (AOCI)
(192
)
1,191

Total shareholders’ equity
29,127

29,587

Total liabilities and shareholders’ equity
$
97,760

$
98,248

See accompanying notes to the consolidated financial statements


3



CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
ACE Limited and Subsidiaries

Three Months Ended
Nine Months Ended
September 30
September 30
(in millions of U.S. dollars, except per share data)
2015

2014

2015

2014

Revenues
Net premiums written
$
4,709

$
4,729

$
13,569

$
13,473

Decrease (increase) in unearned premiums
10

25

(563
)
(417
)
Net premiums earned
4,719

4,754

13,006

13,056

Net investment income
549

566

1,662

1,675

Net realized gains (losses):

Other-than-temporary impairment (OTTI) losses gross
(35
)
(5
)
(62
)
(30
)
Portion of OTTI losses recognized in other comprehensive income (OCI)
5

1

11

3

Net OTTI losses recognized in income
(30
)
(4
)
(51
)
(27
)
Net realized gains (losses) excluding OTTI losses
(367
)
(116
)
(309
)
(270
)
Total net realized gains (losses) (includes $(49), $(38), $(18), and $(11) reclassified from AOCI)
(397
)
(120
)
(360
)
(297
)
Total revenues
4,871

5,200

14,308

14,434

Expenses
Losses and loss expenses
2,643

2,684

7,182

7,233

Policy benefits
89

125

384

383

Policy acquisition costs
771

825

2,205

2,311

Administrative expenses
568

554

1,700

1,655

Interest expense
68

70

207

213

Other (income) expense
12

(46
)
(61
)
(139
)
Amortization of intangible assets
51

27

136

78

Chubb integration expenses
9

—

9

—

Total expenses
4,211

4,239

11,762

11,734

Income before income tax
660

961

2,546

2,700

Income tax expense (includes $(4), $5, $10, and $7 on reclassified unrealized gains and losses)
132

176

395

402

Net income
$
528

$
785

$
2,151

$
2,298

Other comprehensive income (loss)
Unrealized appreciation (depreciation)
$
(321
)
$
(375
)
$
(696
)
$
733

Reclassification adjustment for net realized losses included in net income
49

38

18

11

(272
)
(337
)
(678
)
744

Change in:
Cumulative translation adjustment
(575
)
(251
)
(860
)
(131
)
Pension liability
3

7

10

(6
)
Other comprehensive income (loss), before income tax
(844
)
(581
)
(1,528
)
607

Income tax (expense) benefit related to OCI items
45

94

145

(151
)
Other comprehensive income (loss)
(799
)
(487
)
(1,383
)
456

Comprehensive income (loss)
$
(271
)
$
298

$
768

$
2,754

Earnings per share
Basic earnings per share
$
1.63

$
2.35

$
6.60

$
6.82

Diluted earnings per share
$
1.62

$
2.32

$
6.53

$
6.75

See accompanying notes to the consolidated financial statements


4

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
ACE Limited and Subsidiaries

Nine Months Ended
September 30
(in millions of U.S. dollars)
2015

2014

Common Shares
Balance – beginning of period
$
8,055

$
8,899

Dividends declared on Common Shares – par value reduction
(222
)
(621
)
Balance – end of period
7,833

8,278

Common Shares in treasury
Balance – beginning of period
(1,448
)
(255
)
Common Shares repurchased
(734
)
(1,019
)
Net shares redeemed under employee share-based compensation plans
208

217

Balance – end of period
(1,974
)
(1,057
)
Additional paid-in capital
Balance – beginning of period
5,145

5,238

Net shares redeemed under employee share-based compensation plans
(157
)
(167
)
Exercise of stock options
(43
)
(44
)
Share-based compensation expense and other
155

153

Funding of dividends declared to Retained earnings
(435
)
(81
)
Balance – end of period
4,665

5,099

Retained earnings
Balance – beginning of period
16,644

13,791

Net income
2,151

2,298

Funding of dividends declared from Additional paid-in capital
435

81

Dividends declared on Common Shares
(435
)
(81
)
Balance – end of period
18,795

16,089

Accumulated other comprehensive income (loss)
Net unrealized appreciation on investments
Balance – beginning of period
1,851

1,174

Change in period, before reclassification from AOCI, net of income tax benefit (expense) of $102 and $(168)
(594
)
565

Amounts reclassified from AOCI, net of income tax benefit of $10 and $7
28

18

Change in period, net of income tax benefit (expense) of $112 and $(161)
(566
)
583

Balance – end of period
1,285

1,757

Cumulative translation adjustment
Balance – beginning of period
(581
)
63

Change in period, net of income tax benefit of $35 and $7
(825
)
(124
)
Balance – end of period
(1,406
)
(61
)
Pension liability adjustment
Balance – beginning of period
(79
)
(85
)
Change in period, net of income tax benefit (expense) of $(2) and $3
8

(3
)
Balance – end of period
(71
)
(88
)
Accumulated other comprehensive income (loss)
(192
)
1,608

Total shareholders’ equity
$
29,127

$
30,017

See accompanying notes to the consolidated financial statements


5



CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
ACE Limited and Subsidiaries


Nine Months Ended
September 30
(in millions of U.S. dollars)
2015

2014

Cash flows from operating activities
Net income
$
2,151

$
2,298

Adjustments to reconcile net income to net cash flows from operating activities


Net realized (gains) losses
360

297

Amortization of premiums/discounts on fixed maturities
115

159

Deferred income taxes
53

41

Unpaid losses and loss expenses
(225
)
180

Unearned premiums
353

449

Future policy benefits
157

181

Insurance and reinsurance balances payable
219

181

Accounts payable, accrued expenses, and other liabilities
(179
)
(130
)
Income taxes payable
(8
)
94

Insurance and reinsurance balances receivable
15

(191
)
Reinsurance recoverable on losses and loss expenses
421

253

Reinsurance recoverable on policy benefits
20

(6
)
Deferred policy acquisition costs
(354
)
(306
)
Prepaid reinsurance premiums
(182
)
(41
)
Other
(217
)
(237
)
Net cash flows from operating activities
2,699

3,222

Cash flows from investing activities
Purchases of fixed maturities available for sale
(13,029
)
(11,867
)
Purchases of to be announced mortgage-backed securities
(31
)
—

Purchases of fixed maturities held to maturity
(39
)
(185
)
Purchases of equity securities
(122
)
(222
)
Sales of fixed maturities available for sale
5,202

6,306

Sales of to be announced mortgage-backed securities
31

—

Sales of equity securities
150

322

Maturities and redemptions of fixed maturities available for sale
5,257

4,814

Maturities and redemptions of fixed maturities held to maturity
552

617

Net change in short-term investments
421

(984
)
Net derivative instruments settlements
62

(170
)
Acquisition of subsidiaries (net of cash acquired of $620 and $4)
259

(172
)
Other
(138
)
(147
)
Net cash flows used for investing activities
(1,425
)
(1,688
)
Cash flows from financing activities
Dividends paid on Common Shares
(644
)
(646
)
Common Shares repurchased
(758
)
(1,007
)
Proceeds from issuance of long-term debt
800

699

Proceeds from issuance of short-term debt
1,478

1,827

Repayment of long-term debt
(451
)
(501
)
Repayment of short-term debt
(1,477
)
(1,827
)
Proceeds from share-based compensation plans, including windfall tax benefits
89

94

Policyholder contract deposits
351

189

Policyholder contract withdrawals
(159
)
(62
)
Other
(6
)
(6
)
Net cash flows used for financing activities
(777
)
(1,240
)
Effect of foreign currency rate changes on cash and cash equivalents
(114
)
(67
)
Net increase in cash
383

227

Cash – beginning of period
655

579

Cash – end of period
$
1,038

$
806

Supplemental cash flow information
Taxes paid
$
335

$
250

Interest paid
$
188

$
186

See accompanying notes to the consolidated financial statements


6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
ACE Limited and Subsidiaries



1 . General

a) Basis of presentation
ACE Limited is a holding company incorporated in Zurich, Switzerland. ACE Limited, through its subsidiaries, provides a broad range of insurance and reinsurance products to insureds worldwide. ACE operates through five business segments: Insurance – North American P&C, Insurance – North American Agriculture, Insurance – Overseas General, Global Reinsurance, and Life. Refer to Note 10 for additional information.

The interim unaudited consolidated financial statements, which include the accounts of ACE Limited and its subsidiaries (collectively, ACE, we, us, or our), 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, including internal reinsurance transactions, have been eliminated.

The results of operations and cash flows for any interim period are not necessarily indicative of the results for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our 2014 Form 10-K.

Effective third quarter of 2015, amortization of intangible assets are excluded from Other (income) expense and disclosed separately in the consolidated statements of operations. Prior year amounts have been reclassified to conform to the current year presentation.
In addition, we added a new expense caption (Chubb integration expenses), which includes legal and professional fees and all other external costs directly related to the integration activities of the planned Chubb acquisition.

b) Accounting guidance adopted in 2015

Business Combinations – Simplifying the Accounting for Measurement-Period Adjustments
In September 2015, the Financial Accounting Standards Board (FASB) issued guidance to simplify the accounting for adjustments made to provisional valuation amounts recognized in a business combination. The guidance requires that the acquirer must recognize adjustments to provisional valuation amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.  The guidance eliminates the requirement to retrospectively account for such adjustments. Previously, the accounting for measurement-period adjustments required the acquirer to retrospectively adjust the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill.  We early adopted this guidance effective July 1, 2015.  The adoption of this guidance did not have an impact on our financial condition or results of operations.

Disclosures for investments in certain entities that calculate net asset value (NAV)
In May 2015, the FASB issued guidance that eliminated the requirement for investments measured at fair value using NAV as a practical expedient to be categorized within the fair value hierarchy. We early adopted this guidance effective July 1, 2015 and have retrospectively revised prior year fair value hierarchy disclosures contained in this report to conform to the current period presentation. Refer to Note 4 Fair Value Measurement for further information. This guidance requires a change in disclosure only and adoption of this guidance did not have an impact on our financial condition or results of operations.

c) Accounting guidance not yet adopted

Presentation of Debt Issuance Costs
In April 2015, the FASB issued new guidance related to the accounting for debt issuance costs.  The new guidance requires presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge.  The new guidance requires retrospective adoption and is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance will not have any effect on our results of operations and financial condition.



7



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



2 . Acquisitions

Fireman's Fund Insurance Company High Net Worth Personal Lines Insurance Business in the U.S. (Fireman's Fund)
On April 1, 2015, we acquired the Fireman's Fund Insurance Company high net worth personal lines insurance business in the U.S., which included the renewal rights for new and existing business and reinsurance of all existing reserves for $365 million in cash. We acquired assets with a fair value of $ 749 million , consisting primarily of cash of $ 620 million and insurance and reinsurance balances receivable of $ 128 million . We assumed liabilities with a fair value of $ 858 million , consisting primarily of unpaid losses and loss expenses of $ 402 million and unearned premiums of $ 428 million . This acquisition generated $ 196 million of goodwill, attributable to expected growth and profitability, all of which is expected to be deductible for income tax purposes, and other intangible assets of $ 278 million , primarily related to renewal rights, based on ACE’s preliminary purchase price allocation. During the third quarter of 2015, we applied the new measurement-period adjustment guidance and recorded an adjustment to the valuation of our other intangible assets. The acquisition expands our position in the high net worth personal lines insurers in the U.S. The Fireman’s Fund business integrates into our existing high net worth personal lines business, ACE Private Risk Services, which offers a broad range of coverage including homeowners, automobile, umbrella and excess liability, collectibles and yachts. Goodwill and other intangible assets arising from this acquisition are included in our Insurance – North American P&C segment.

Large Corporate Account P&C Insurance Business of Itaú Seguros, S.A. (Itaú Seguros)
On October 31, 2014, we expanded our presence in Brazil with the acquisition of the large corporate account property and casualty (P&C) insurance business of Itaú Seguros, Brazil's leading carrier for that business, for $606 million in cash. This acquisition generated $445 million of goodwill, attributable to expected growth and profitability, none of which is currently deductible for income tax purposes, and other intangible assets of $60 million , primarily related to renewal rights. Goodwill may become deductible for income tax purposes under Brazilian tax law if this acquired entity is merged with certain ACE legal entities.

The Siam Commercial Samaggi Insurance PCL (Samaggi)
We and our local partner acquired 60.86 percent of Samaggi, a general insurance company in Thailand, from Siam Commercial Bank on April 28, 2014, and subsequently acquired an additional 32.17 percent ownership, through a mandatory tender offer, which expired on June 17, 2014. The purchase price for 93.03 percent of the company was $ 176 million in cash. This acquisition expands our presence in Thailand and Southeast Asia.

The acquisition generated $ 46 million of goodwill, attributable to expected growth and profitability, none of which is expected to be deductible for income tax purposes, and other intangible assets of $ 80 million based on ACE’s purchase price allocation.  The other intangible assets primarily relate to a bancassurance agreement.

Goodwill and other intangible assets arising from the acquisitions of Itaú Seguros and Samaggi are included in our Insurance – Overseas General segment.

The consolidated financial statements include results of acquired businesses from the acquisition dates.

To be acquired
The Chubb Corporation (Chubb)
On June 30, 2015, we entered into a definitive agreement to acquire Chubb, a leading provider of middle-market commercial, specialty, surety, and personal insurance. Under the terms of the merger agreement, when the transaction closes Chubb will be merged with a newly-formed subsidiary of ACE and Chubb shareholders will receive for each share of Chubb stock an aggregate $62.93 in cash and 0.6019 shares of ACE stock. The initial purchase price, estimated at the time that we entered into the definitive agreement, was $ 28.3 billion based on the closing price of ACE stock on June 30, 2015 of $ 101.68 per share. Based on the closing price of ACE stock on September 30, 2015 of $103.40 per share, the purchase price would be approximately $28.8 billion in cash and newly issued stock, and the former Chubb shareholders would own approximately 137 million shares, or 30 percent, of the combined company's outstanding shares. The actual purchase price and related goodwill will increase or decrease until the closing date of the acquisition based on the increase or decrease in ACE's stock price.

The merger agreement provides that following the close of the transaction (i) the acquired businesses will continue to operate under the Chubb names as they do now; (ii) we will change the name of ACE Limited to assume the Chubb name at our parent company level, and (iii) the combined company will transition to operate under the Chubb name globally.



8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


We intend to finance the cash portion of the transaction through a combination of $9 billion sourced from various ACE and Chubb companies plus $5.3 billion of senior notes which were issued in October 2015. Refer to Note 6 for additional information on th e senior notes . On September 30, 2015, we received notice from the U.S. Federal Trade Commission that it had granted early termination, effective immediately, of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) for the pending acquisition of Chubb. The early termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the transaction, which remains subject to other customary closing conditions, including other regulatory approvals.  On October 22, 2015, we received the necessary approvals from shareholders of ACE and Chubb to effect the merger. The transaction is expected to close during the first quarter of 2016.

3 . Investments

a) Transfers of securities
During April 2015, we transferred securities, considered essential holdings in a diversified portfolio, with a total fair value of $ 1.9 billion from Fixed maturities available for sale to Fixed maturities held to maturity. These securities, which we have the intent and ability to hold to maturity, were transferred given the growth in ACE’s investment portfolio over the last several years, as well as continued efforts to manage the diversification of our global portfolio. The net unrealized appreciation at the date of the transfer continues to be reported in the carrying value of the transferred investments and is amortized through OCI over the remaining life of the securities using the effective interest method in a manner consistent with the amortization of any premium or discount. This transfer represents a non-cash transaction and does not impact the consolidated statements of cash flows.

b) Fixed maturities
September 30, 2015
Amortized
Cost

Gross
Unrealized
Appreciation

Gross
Unrealized
Depreciation

Fair
Value

OTTI Recognized
in AOCI

(in millions of U.S. dollars)
Available for sale
U.S. Treasury and agency
$
2,800

$
85

$
—

$
2,885

$
—

Foreign
13,976

523

(208
)
14,291

(6
)
Corporate securities
16,790

467

(365
)
16,892

(14
)
Mortgage-backed securities
10,858

286

(25
)
11,119

(1
)
States, municipalities, and political subdivisions
2,987

111

(7
)
3,091

—

$
47,411

$
1,472

$
(605
)
$
48,278

$
(21
)
Held to maturity
U.S. Treasury and agency
$
756

$
19

$
(1
)
$
774

$
—

Foreign
784

38

(4
)
818

—

Corporate securities
3,093

74

(41
)
3,126

—

Mortgage-backed securities
1,758

60

(1
)
1,817

—

States, municipalities, and political subdivisions
2,173

44

(2
)
2,215

—

$
8,564

$
235

$
(49
)
$
8,750

$
—




9



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


December 31, 2014
Amortized
Cost

Gross
Unrealized
Appreciation

Gross
Unrealized
Depreciation

Fair
Value

OTTI Recognized
in AOCI

(in millions of U.S. dollars)
Available for sale
U.S. Treasury and agency
$
2,741

$
87

$
(8
)
$
2,820

$
—

Foreign
14,703

629

(90
)
15,242

—

Corporate securities
16,897

704

(170
)
17,431

(7
)
Mortgage-backed securities
10,011

304

(29
)
10,286

(1
)
States, municipalities, and political subdivisions
3,474

147

(5
)
3,616

—

$
47,826

$
1,871

$
(302
)
$
49,395

$
(8
)
Held to maturity
U.S. Treasury and agency
$
832

$
20

$
(2
)
$
850

$
—

Foreign
916

47

—

963

—

Corporate securities
2,323

102

(2
)
2,423

—

Mortgage-backed securities
1,983

57

(1
)
2,039

—

States, municipalities, and political subdivisions
1,277

40

(3
)
1,314

—

$
7,331

$
266

$
(8
)
$
7,589

$
—


As discussed in Note 3 e), if a credit loss is incurred on an impaired fixed maturity, an OTTI is considered to have occurred and the portion of the impairment not related to credit losses (non-credit OTTI) is recognized in OCI. Included in the “OTTI Recognized in AOCI” columns above are the cumulative amounts of non-credit OTTI recognized in OCI adjusted for subsequent sales, maturities, and redemptions. OTTI recognized in AOCI does not include the impact of subsequent changes in fair value of the related securities. In periods subsequent to a recognition of OTTI in OCI, changes in the fair value of the related fixed maturities are reflected in Unrealized appreciation (depreciation) in the consolidated statement of shareholders’ equity. For the three and nine months ended September 30, 2015 , $4 million and nil, respectively, of net unrealized depreciation related to such securities is included in OCI. For the three and nine months ended September 30, 2014 , $1 million and $6 million , respectively, of net unrealized appreciation related to such securities is included in OCI. At September 30, 2015 and December 31, 2014 , AOCI included cumulative net unrealized depreciation of $14 million and $3 million, respectively, related to securities remaining in the investment portfolio for which ACE has recognized a non-credit OTTI.

Mortgage-backed securities (MBS) issued by U.S. government agencies are combined with all other to be announced mortgage derivatives held (refer to Note 7 c) (iv)) and are included in the category, “Mortgage-backed securities”. Approximately 80 percent and 83 percent of the total mortgage-backed securities at September 30, 2015 and December 31, 2014 , respectively, are represented by investments in U.S. government agency bonds. The remainder of the mortgage exposure consists of collateralized mortgage obligations and non-government mortgage-backed securities, the majority of which provide a planned structure for principal and interest payments and carry a rating of AAA by the major credit rating agencies.



10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


The following table presents fixed maturities by contractual maturity:
September 30

December 31

2015

2014

(in millions of U.S. dollars)
Amortized Cost

Fair Value

Amortized Cost

Fair Value

Available for sale
Due in 1 year or less
$
1,979

$
1,995

$
2,187

$
2,206

Due after 1 year through 5 years
16,472

16,794

15,444

15,857

Due after 5 years through 10 years
13,695

13,708

15,663

16,089

Due after 10 years
4,407

4,662

4,521

4,957

36,553

37,159

37,815

39,109

Mortgage-backed securities
10,858

11,119

10,011

10,286

$
47,411

$
48,278

$
47,826

$
49,395

Held to maturity
Due in 1 year or less
$
411

$
413

$
353

$
355

Due after 1 year through 5 years
2,583

2,683

2,603

2,693

Due after 5 years through 10 years
2,278

2,300

1,439

1,489

Due after 10 years
1,534

1,537

953

1,013

6,806

6,933

5,348

5,550

Mortgage-backed securities
1,758

1,817

1,983

2,039

$
8,564

$
8,750

$
7,331

$
7,589


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.

c) Equity securities
September 30


December 31

(in millions of U.S. dollars)
2015


2014

Cost
$
434

$
440

Gross unrealized appreciation
54

83

Gross unrealized depreciation
(24
)
(13
)
Fair value
$
464

$
510


d) Investments in partially-owned insurance companies
On March 27, 2015 and April 14, 2015, we paid $ 70 million and $ 20 million , respectively, to acquire 11.3 percent of the common equity of ABR Reinsurance Capital Holdings Ltd. and warrants to acquire 0.5 percent of additional equity.  ABR Reinsurance Capital Holdings Ltd., is the parent company of ABR Reinsurance Ltd. (ABR Re), an independent reinsurance company. Through long-term arrangements, ACE will be the sole source of reinsurance risks ceded to ABR Re, and BlackRock, Inc. will be ABR Re’s exclusive investment management service provider. As an investor, ACE is expected to benefit from underwriting profit generated by ABR Re’s reinsuring a wide range of ACE’s primary insurance business and the income and capital appreciation BlackRock, Inc. seeks to deliver through its investment management services. In addition, ACE’s long-term arrangements with BlackRock, Inc. include a fee sharing arrangement in which ACE and BlackRock, Inc. will be entitled to an equal share of the aggregate amount of certain fees, including underwriting and investment management performance related fees.

ABR Re is a variable interest entity; however, ACE is not the primary beneficiary and does not consolidate ABR Re because ACE does not have the power to control and direct ABR Re’s most significant activities, including investing and underwriting. Our minority ownership interest is accounted for under the equity method of accounting. ACE cedes premiums to ABR Re and recognizes the associated commissio ns. For the three and nine months ended September 30, 2015 , ACE ceded reinsurance premiums of $ 35 million and $ 70 million , respectively, and recognized ceded commissions of $ 8 million and $19 million ,


11



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


respectively. At September 30, 2015 , the amount of Reinsurance recoverable on losses and loss expenses was $ 54 million and the amount of ceded reinsurance premium payable included in Insurance and reinsurance balances payable in the consolidated balance sheet was $ 12 million .

e) Net realized gains (losses)
In accordance with guidance related to the recognition and presentation of OTTI, when an impairment related to a fixed maturity has occurred, OTTI is required to be recorded in Net income if management has the intent to sell the security or it is more likely than not that we will be required to sell the security before the recovery of its amortized cost. Further, in cases where we do not intend to sell the security and it is more likely than not that we 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 incurred, 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 recognized in OCI. For fixed maturities held to maturity, OTTI recognized in OCI is accreted from AOCI to the amortized cost of the fixed maturity prospectively over the remaining term of the securities.

Each quarter, securities in an unrealized loss position (impaired securities), including fixed maturities, securities lending collateral, equity securities, and other investments, are reviewed to identify impaired securities to be specifically evaluated for a potential OTTI.

For all non-fixed maturities, OTTI is evaluated 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; and
•
ACE’s ability and intent to hold the security to the expected recovery period.

As a general rule, we also consider that equity securities in an unrealized loss position for twelve consecutive months are other than temporarily impaired. For mutual funds included in equity securities in our consolidated balance sheet, we employ analysis similar to fixed maturities, when applicable.

We review each fixed maturity in an unrealized loss position to assess whether the security is a candidate for credit loss. Specifically, we consider 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 we determine 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. All significant assumptions used in determining credit losses are subject to change as market conditions evolve.

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 developed projected cash flows for corporate securities using market observable data, issuer-specific information, and credit ratings. We use 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. Consistent with management's approach, ACE assumed a 32 percent recovery rate (the par value of a defaulted security that will be recovered) across all rating categories rather than using Moody's historical mean recovery rate of 42 percent. We believe that use of a default assumption in excess of the historical mean is conservative in light of current market conditions.

For the three and nine months ended September 30, 2015 , credit losses recognized in Net income for corporate securities were $14 million and $23 million , respectively. For the three and nine months ended September 30, 2014 credit losses recognized in Net income for corporate securities were $4 million and $14 million , respectively.

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 (the par value of a defaulted security that will not be recovered) on foreclosed properties.


12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



For the three and nine months ended September 30, 2015 and 2014 , there were no credit losses recognized in Net income for mortgage-backed securities.
The following table presents the Net realized gains (losses) and the losses included in Net realized gains (losses) and OCI as a result of conditions which caused us to conclude the decline in fair value of certain investments was “other-than-temporary”:
Three Months Ended
Nine Months Ended
September 30
September 30
(in millions of U.S. dollars)
2015

2014

2015

2014

Fixed maturities:
OTTI on fixed maturities, gross
$
(31
)
$
(5
)
$
(57
)
$
(20
)
OTTI on fixed maturities recognized in OCI (pre-tax)
5

1

11

3

OTTI on fixed maturities, net
(26
)
(4
)
(46
)

(17
)
Gross realized gains excluding OTTI
19

73

91

163

Gross realized losses excluding OTTI
(44
)
(51
)
(95
)
(97
)
Total fixed maturities
(51
)
18

(50
)

49

Equity securities:
OTTI on equity securities
(3
)
—

(4
)
(7
)
Gross realized gains excluding OTTI
10

4

43

8

Gross realized losses excluding OTTI
(5
)
(60
)
(7
)
(61
)
Total equity securities
2

(56
)
32


(60
)
OTTI on other investments
(1
)
—

(1
)
(3
)
Foreign exchange losses
(2
)
(19
)
(73
)
(42
)
Investment and embedded derivative instruments
(22
)
(13
)
6

(53
)
Fair value adjustments on insurance derivative
(396
)
(80
)
(337
)
(126
)
S&P put options and futures
83

(15
)
69

(106
)
Other derivative instruments
(9
)
45

(10
)
52

Other
(1
)
—

4

(8
)
Net realized gains (losses)
$
(397
)
$
(120
)
$
(360
)

$
(297
)
The following table presents a roll-forward of pre-tax credit losses related to fixed maturities for which a portion of OTTI was recognized in OCI:
Three Months Ended
Nine Months Ended
September 30
September 30
(in millions of U.S. dollars)
2015

2014

2015

2014

Balance of credit losses related to securities still held – beginning of period
$
23

$
24

$
28

$
37

Additions where no OTTI was previously recorded
8

2

15

9

Additions where an OTTI was previously recorded
6

2

8

5

Reductions for securities sold during the period
(5
)
(11
)
(19
)
(34
)
Balance of credit losses related to securities still held – end of period
$
32

$
17

$
32


$
17




13



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


f) Gross unrealized loss
At September 30, 2015 , there were 7,876 fixed maturities out of a total of 26,875 fixed maturities in an unrealized loss position. The largest single unrealized loss in the fixed maturities was $4 million . There were 111 equity securities out of a total of 257 equity securities in an unrealized loss position. The largest single unrealized loss in the equity securities was $2 million . Fixed maturities in an unrealized loss position at September 30, 2015 , comprised both investment grade and below investment grade securities for which fair value declined primarily due to widening credit spreads since the date of purchase.

The following tables present, for all securities in an unrealized loss position (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
September 30, 2015
Fair Value

Gross
Unrealized
Loss

Fair Value

Gross
Unrealized
Loss

Fair Value

Gross
Unrealized
Loss

(in millions of U.S. dollars)
U.S. Treasury and agency
$
228

$
(1
)
$
59

$
—

$
287

$
(1
)
Foreign
3,627

(160
)
402

(52
)
4,029

(212
)
Corporate securities
6,641

(322
)
801

(84
)
7,442

(406
)
Mortgage-backed securities
2,145

(16
)
626

(10
)
2,771

(26
)
States, municipalities, and political subdivisions
766

(7
)
57

(2
)
823

(9
)
Total fixed maturities
13,407

(506
)
1,945

(148
)
15,352

(654
)
Equity securities
151

(24
)
—

—

151

(24
)
Other investments
83

(2
)
—

—

83

(2
)
Total
$
13,641

$
(532
)
$
1,945

$
(148
)
$
15,586

$
(680
)
0 – 12 Months
Over 12 Months
Total
December 31, 2014
Fair Value

Gross
Unrealized
Loss

Fair Value

Gross
Unrealized
Loss

Fair Value

Gross
Unrealized
Loss

(in millions of U.S. dollars)
U.S. Treasury and agency
$
350

$
(1
)
$
666

$
(9
)
$
1,016

$
(10
)
Foreign
2,262

(75
)
375

(15
)
2,637

(90
)
Corporate securities
4,684

(150
)
738

(22
)
5,422

(172
)
Mortgage-backed securities
704

(2
)
1,663

(28
)
2,367

(30
)
States, municipalities, and political subdivisions
458

(3
)
490

(5
)
948

(8
)
Total fixed maturities
8,458

(231
)
3,932

(79
)
12,390

(310
)
Equity securities
101

(13
)
—

—

101

(13
)
Total
$
8,559

$
(244
)
$
3,932

$
(79
)
$
12,491

$
(323
)

g) Restricted assets
ACE 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. ACE is also required to restrict assets pledged under repurchase agreements, which represent ACE's agreement to sell securities and repurchase them at a future date for a predetermined price. We also use trust funds in certain large reinsurance 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. We also have investments in segregated portfolios primarily to provide collateral or guarantees for LOC and derivative transactions. Included in restricted assets at September 30, 2015 and December 31, 2014 , are investments, primarily fixed maturities, totaling $16.2 billion and $16.3 billion, respectively, and cash of $79 million and $117 million, respectively.


14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


The following table presents the components of restricted assets:
September 30

December 31

(in millions of U.S. dollars)
2015

2014

Trust funds
$
10,990

$
10,838

Deposits with non-U.S. regulatory authorities
2,105

2,305

Assets pledged under repurchase agreements
1,468

1,431

Deposits with U.S. regulatory authorities
1,322

1,345

Other pledged assets
388

457

$
16,273

$
16,376

4 . Fair value measurements

Effective July 1, 2015, we retrospectively adopted new accounting guidance that no longer requires investments measured at fair value using NAV to be categorized within the fair value hierarchy. Therefore, we no longer include our investments in partially-owned investment companies, investment funds, and limited partnerships within the fair value hierarchy and the Level 3 rollforward tables disclosed below. Prior period amounts within the fair value hierarchy disclosures contained in this section have been revised to conform to the current period presentation.

a ) Fair value hierarchy
Fair value of financial assets and financial liabilities is estimated based on the framework established in the fair value accounting guidance. The guidance defines fair value as the price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants and establishes a three-level valuation hierarchy based on the reliability of the inputs. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data.
The three levels of the hierarchy are as follows:

•
Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets;
•
Level 2 – Includes, among other items, inputs other than quoted prices that are observable for the asset or liability such as
interest rates and yield curves, quoted prices for similar assets and liabilities in active markets, and quoted prices for identical or similar assets and liabilities in markets that are not active; and
•
Level 3 – Inputs that are unobservable and reflect management’s judgments about assumptions that market participants
would use in pricing an asset or liability.

We categorize financial instruments within the valuation hierarchy at the balance sheet date based upon the lowest level of inputs that are significant to the fair value measurement. Accordingly, transfers between levels within the valuation hierarchy occur when there are significant changes to the inputs, such as increases or decreases in market activity, changes to the availability of current prices, changes to the transparency to underlying inputs, and whether there are significant variances in quoted prices. Transfers in and/or out of any level are assumed to occur at the end of the period.

We use pricing services to obtain fair value measurements for the majority of our investment securities. Based on management’s understanding of the methodologies used, these pricing services only produce an estimate of fair value if there is observable market information that would allow them to make a fair value estimate. Based on our understanding of the market inputs used by the pricing services, all applicable investments have been valued in accordance with GAAP. We do not adjust prices obtained from pricing services. The following is a description of the valuation techniques and inputs used to determine fair values for financial instruments carried at fair value, as well as the general classification of such financial instruments pursuant to the valuation hierarchy.

Fixed maturities
We use pricing services to estimate fair value measurements for the majority of our fixed maturities. The pricing services use market quotations for fixed maturities that have quoted prices in active markets; such securities are classified within Level 1. For fixed maturities other than U.S. Treasury securities that generally do not trade on a daily basis, the pricing services prepare estimates of fair value measurements using their pricing applications, which include available relevant market information, benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. Additional valuation factors that can


15



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


be taken into account are nominal spreads, dollar basis, and liquidity adjustments. The pricing services evaluate each asset class based on relevant market and credit information, perceived market movements, and sector news. The market inputs used in the pricing evaluation, listed in the approximate order of priority include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic events. The extent of the use of each input is dependent on the asset class and the market conditions. Given the asset class, the priority of the use of inputs may change, or some market inputs may not be relevant. Additionally, fixed maturities valuation is more subjective when markets are less liquid due to the lack of market based inputs (i.e., stale pricing), which may increase the potential that an investment's estimated fair value is not reflective of the price at which an actual transaction would occur. The overwhelming majority of fixed maturities are classified within Level 2 because the most significant inputs used in the pricing techniques are observable. For a small number of fixed maturities, we obtain a single broker quote (typically from a market maker). Due to the disclaimers on the quotes that indicate that the price is indicative only, we include these fair value estimates in Level 3.

Equity securities
Equity securities with active markets are classified within Level 1 as fair values are based on quoted market prices. For equity securities in markets which are less active, fair values are based on market valuations and are classified within Level 2. Equity securities for which pricing is unobservable are classified within Level 3.

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 approximates fair value. Short-term investments for which pricing is unobservable are classified within Level 3.

Other investments
Fair values for the majority of Other investments including investments in partially-owned investment companies, investment funds, and limited partnerships are based on their respective net asset values or equivalent (NAV) and are excluded from the fair value hierarchy table below. Certain of our long-duration contracts are supported by assets that do not qualify for separate account reporting under GAAP. These assets comprise mutual funds classified within Level 1 in the valuation hierarchy on the same basis as other equity securities traded in active markets. Other investments also include equity securities classified within Level 1, and fixed maturities, classified within Level 2, held in rabbi trusts maintained by ACE for deferred compensation plans, and are classified within the valuation hierarchy on the same basis as other equity securities and fixed maturities. Other investments for which pricing is unobservable are classified within Level 3.

Securities lending collateral
The underlying assets included in Securities lending collateral in the consolidated balance sheets are fixed maturities which are classified in the valuation hierarchy on the same basis as other fixed maturities. Excluded from the valuation hierarchy is the corresponding liability related to ACE’s obligation to return the collateral plus interest as it is reported at contract value and not fair value in the consolidated balance sheets.

Investment derivative instruments
Actively traded investment derivative instruments, including futures, options, and forward contracts are classified within Level 1 as fair values are based on quoted market prices. The fair value of cross-currency swaps are based on market valuations and are classified within Level 2. Investment derivative instruments are recorded in either Other assets or Accounts payable, accrued expenses, and other liabilities in the consolidated balance sheets.

Other derivative instruments
We generally maintain 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, an increase in reserves for our guaranteed minimum death benefits (GMDB) and guaranteed living benefits (GLB) reinsurance business. Our position in exchange-traded equity futures contracts is classified within Level 1. At September 30, 2015, we held no positions in option contracts on equity market indices. The fair value of the majority of the 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. Other derivative instruments based on unobservable inputs are classified within Level 3. Other derivative instruments are recorded in either Other assets or Accounts payable, accrued expenses, and other liabilities in the consolidated balance sheets.


16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



Separate account assets
Separate account assets represent segregated funds where investment risks are borne by the customers, except to the extent of certain guarantees made by ACE. Separate account assets comprise mutual funds classified within Level 1 in the valuation hierarchy on the same basis as other equity securities traded in active markets. Separate account assets also include fixed maturities classified within Level 2 because the most significant inputs used in the pricing techniques are observable. Excluded from the valuation hierarchy are the corresponding liabilities as they are reported at contract value and not fair value in the consolidated balance sheets. Separate account assets are recorded in Other assets in the consolidated balance sheets.

Guaranteed living benefits
The GLB arises from life reinsurance programs covering living benefit guarantees whereby we assume the risk of guaranteed minimum income benefits (GMIB) and guaranteed minimum accumulation benefits (GMAB) associated with variable annuity contracts. GLB’s are recorded in Accounts payable, accrued expenses, and other liabilities and Future policy benefits in the consolidated balance sheets. For GLB 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 factors, including interest rates, equity markets, credit risk, current account value, market volatility, expected annuitization rates, and other policyholder behavior and changes in policyholder mortality.

The most significant policyholder behavior assumptions include lapse rates and the GMIB annuitization rates. Assumptions regarding lapse rates and GMIB annuitization rates differ by treaty, but the underlying methodologies to determine rates applied to each treaty are comparable.

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.

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 model and related assumptions are regularly re-evaluated by management and enhanced, as appropriate, based upon additional experience obtained related to policyholder behavior and availability of updated information such as market conditions, market participant assumptions, and demographics of in-force annuities. Because of the significant use of unobservable inputs including policyholder behavior, GLB reinsurance is classified within Level 3. For the three and nine months ended September 30, 2015 and 2014, no material technical refinements were made to the model. For detailed information on our lapse and annuitization rate assumptions, refer to Note 4 to the Consolidated Financial Statements of our 2014 Form 10-K.



17



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


Financial instruments measured at fair value on a recurring basis, by valuation hierarchy
September 30, 2015
Level 1

Level 2

Level 3

Total

(in millions of U.S. dollars)
Assets:
Fixed maturities available for sale
U.S. Treasury and agency
$
1,919

$
966

$
—

$
2,885

Foreign
—

14,238

53

14,291

Corporate securities
—

16,709

183

16,892

Mortgage-backed securities
—

11,065

54

11,119

States, municipalities, and political subdivisions
—

3,091

—

3,091

1,919

46,069

290

48,278

Equity securities
455

5

4

464

Short-term investments
703

1,105

—

1,808

Other investments (1)
314

218

209

741

Securities lending collateral
—

1,011

—

1,011

Investment derivative instruments
17

—

—

17

Other derivative instruments
26

—

—

26

Separate account assets
1,423

83

—

1,506

Total assets measured at fair value (1)
$
4,857

$
48,491

$
503

$
53,851

Liabilities:
Investment derivative instruments
$
27

$
—

$
—

$
27

Other derivative instruments
—

—

7

7

GLB (2)
—

—

744

744

Total liabilities measured at fair value
$
27

$
—

$
751

$
778

(1)
Excluded from the table above are partially-owned investments, investment funds, and limited partnerships of $2,504 million and other investments of $25 million at September 30, 2015 measured using NAV. Based on new accounting guidance adopted this quarter, these investments are excluded from the hierarchy table.
(2)
Our GLB reinsurance product meets the definition of a derivative instrument for accounting purposes and is accordingly carried at fair value. Excluded from the table above is the portion of the GLB liability classified as Future policy benefits in the consolidated balance sheets. Refer to Note 5 for additional information.


18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


December 31, 2014
Level 1

Level 2

Level 3

Total

(in millions of U.S. dollars)
Assets:
Fixed maturities available for sale
U.S. Treasury and agency
$
1,680

$
1,140

$
—

$
2,820

Foreign
—

15,220

22

15,242

Corporate securities
—

17,244

187

17,431

Mortgage-backed securities
—

10,271

15

10,286

States, municipalities, and political subdivisions
—

3,616

—

3,616

1,680

47,491

224

49,395

Equity securities
492

16

2

510

Short-term investments
1,183

1,139

—

2,322

Other investments (1)
370

211

204

785

Securities lending collateral
—

1,330

—

1,330

Investment derivative instruments
18

—

—

18

Other derivative instruments
—

2

—

2

Separate account assets
1,400

90

—

1,490

Total assets measured at fair value (1)
$
5,143

$
50,279

$
430

$
55,852

Liabilities:
Investment derivative instruments
$
36

$
—

$
—

$
36

Other derivative instruments
21

—

4

25

GLB (2)
—

—

406

406

Total liabilities measured at fair value
$
57

$
—

$
410

$
467

(1)
Excluded from the table above are partially-owned investments, investment funds, and limited partnerships of $2,561 million at December 31, 2014 measured using NAV. Based on new accounting guidance adopted this quarter, these investments are excluded from the hierarchy table.
(2)
Our GLB reinsurance product meets the definition of a derivative instrument for accounting purposes and is accordingly carried at fair value. Excluded from the table above is the portion of the GLB liability classified as Future policy benefits in the consolidated balance sheets. Refer to Note 5 for additional information.

There were no transfers between Level 1 and Level 2 for the three and nine months ended September 30, 2015 and 2014.

Fair value of alternative investments
Alternative investments include investment funds, limited partnerships, and partially-owned investment companies measured at fair value using NAV as a practical expedient.



19



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


The following table presents, by investment category, the expected liquidation period, fair value, and maximum future funding commitments of alternative investments:
September 30

December 31

Expected
Liquidation
Period of Underlying Assets
2015

2014

(in millions of U.S. dollars)
Fair
Value

Maximum
Future Funding
Commitments

Fair
Value

Maximum
Future Funding
Commitments

Financial
5 to 9 Years
$
309

$
107

$
282

$
145

Real Assets
3 to 7 Years
473

168

451

210

Distressed
5 to 9 Years
265

231

232

175

Private Credit
3 to 7 Years
272

226

299

190

Traditional
3 to 9 Years
885

184

908

289

Vintage
1 to 2 Years
14

—

11

1

Investment funds
Not Applicable
286

—

378

—

$
2,504

$
916

$
2,561

$
1,010


In 2015, we redefined and regrouped certain alternative investment categories to better align with our management approach. The prior year amounts have been reclassified to conform to the current year presentation. Included in all categories in the above table except for Investment funds are investments for which ACE will never have the contractual option to redeem but receives distributions based on the liquidation of the underlying assets. Further, for all categories except for Investment funds, ACE does not have the ability to sell or transfer the investments without the consent from the general partner of individual funds.
Investment Category
Consists of investments in private equity funds:
Financial
targeting financial services companies such as financial institutions and insurance services worldwide
Real Assets
targeting investments related to hard physical assets such as real estate, infrastructure and natural resources
Distressed
targeting distressed corporate debt/credit and equity opportunities in the U.S.
Private Credit
targeting privately originated corporate debt investments including senior secured loans and subordinated bonds
Traditional
employing traditional private equity investment strategies such as buyout and growth equity globally
Vintage
made before 2002 and where the funds’ commitment periods had already expired

Investment funds
ACE’s investment funds employ various investment strategies such as long/short equity and arbitrage/distressed. Included in this category are investments for which ACE has the option to redeem at agreed upon value as described in each investment fund’s subscription agreement. Depending on the terms of the various subscription agreements, investment fund investments may be redeemed monthly, quarterly, semi-annually, or annually. If ACE wishes to redeem an investment fund investment, it must first determine if the investment fund is still in a lock-up period (a time when ACE cannot redeem its investment so that the investment fund manager has time to build the portfolio). If the investment fund is no longer in its lock-up period, ACE must then notify the investment fund manager of its intention to redeem by the notification date prescribed by the subscription agreement. Subsequent to notification, the investment fund can redeem ACE’s investment within several months of the notification. Notice periods for redemption of the investment funds range between 5 and 120 days. ACE can redeem its investment funds without consent from the investment fund managers.

Level 3 financial instruments
The fair values of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) consist of various inputs and assumptions that management makes when determining fair value. Management analyzes changes in fair value measurements classified within Level 3 by comparing pricing and returns of our investments to benchmarks, including month-over-month movements, investment credit spreads, interest rate movements, and credit quality of securities.



20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


The following table presents the significant unobservable inputs used in the Level 3 liability valuations. Excluded from the table below are inputs used to determine the fair value of Level 3 assets which are based on single broker quotes and contain no quantitative unobservable inputs developed by management.
(in millions of U.S. dollars, except for percentages)
Fair Value
Valuation
Technique
Significant
Unobservable Inputs
Ranges
September 30, 2015

December 31, 2014

GLB (1)
$
744

$
406

Actuarial model
Lapse rate
1% – 30%
Annuitization rate
0% – 55%
(1)
Discussion of the most significant inputs used in the fair value measurement of GLB and the sensitivity of those assumptions is included within Note 4 a) Guaranteed living benefits.

The following tables present a reconciliation of the beginning and ending balances of financial instruments measured at fair value using significant unobservable inputs (Level 3).
Assets
Liabilities

Three Months Ended
Available-for-Sale Debt Securities
Equity
securities

Other
investments

Other
derivative
instruments

GLB (1)

September 30, 2015
Foreign

Corporate
securities

MBS

(in millions of U.S. dollars)
Balance–Beginning of Period
$
56

$
167

$
55

$
2

$
214

$
3

$
347

Transfers into Level 3
1

2

—

—

—

—

—

Change in Net Unrealized Gains (Losses) included in OCI
1

1

—

2

(7
)
—

—

Net Realized Gains/Losses
(1
)
(1
)
—

(1
)
—

4

397

Purchases
—

22

—

1

5

—

—

Sales
—

(5
)
(1
)
—

—

—

—

Settlements
(4
)
(3
)
—

—

(3
)
—

—

Balance–End of Period
$
53

$
183

$
54

$
4

$
209

$
7

$
744

Net Realized Gains/Losses Attributable to Changes in Fair Value at the Balance Sheet Date
$
(1
)
$
—

$
—

$
(1
)
$
—

$
4

$
397

(1)
Our GLB reinsurance product meets the definition of a derivative instrument for accounting purposes and is accordingly carried at fair value. Excluded from the table above is the portion of the GLB liability classified as Future policy benefits in the consolidated balance sheets. Refer to Note 5 for additional information.


21



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


Assets
Liabilities

Three Months Ended
Available-for-Sale Debt Securities
Equity
securities

Other
investments

GLB (1)

September 30, 2014
Foreign

Corporate
securities

MBS

(in millions of U.S. dollars)
Balance–Beginning of Period
$
12

$
204

$
7

$
2

$
203

$
241

Transfers into Level 3
1

5

—

—

—

—

Change in Net Unrealized Gains (Losses) included in OCI
—

(1
)
—

—

(1
)
—

Net Realized Gains/Losses
—

2

—

—

—

76

Purchases
—

20

8

—

6

—

Sales
(1
)
(9
)
—

—

—

—

Settlements
—

(13
)
—

—

(3
)
—

Balance–End of Period
$
12

$
208

$
15

$
2

$
205

$
317

Net Realized Gains/Losses Attributable to Changes in Fair Value at the Balance Sheet Date
$
—

$
—

$
—

$
—

$
—

$
76

(1)
Our GLB reinsurance product meets the definition of a derivative instrument for accounting purposes and is accordingly carried at fair value. Excluded from the table above is the portion of the GLB liability classified as Future policy benefits in the consolidated balance sheets. The liability for GLB reinsurance was $566 million at September 30, 2014 , and $486 million at June 30, 2014, which includes a fair value derivative adjustment of $317 million and $241 million, respectively.

Assets

Liabilities

Nine Months Ended
Available-for-Sale Debt Securities
Equity
securities

Other
investments

Other
derivative
instruments

GLB (1)

September 30, 2015
Foreign

Corporate
securities

MBS

(in millions of U.S. dollars)
Balance–Beginning of Period
$
22

$
187

$
15

$
2

$
204

4

$
406

Transfers into Level 3
29

15

—

—

—

—

—

Change in Net Unrealized Gains (Losses) included in OCI
(1
)
1

—

2

(7
)
—

—

Net Realized Gains/Losses
(1
)
(4
)
—

(2
)
—

3

338

Purchases
9

38

41

2

21

—

—

Sales
(1
)
(10
)
(1
)
—

—

—

—

Settlements
(4
)
(44
)
(1
)
—

(9
)
—

—

Balance–End of Period
$
53

$
183

$
54

$
4

$
209

$
7

$
744

Net Realized Gains/Losses Attributable to Changes in Fair Value at the Balance Sheet Date
$
(1
)
$
(2
)
$
—

$
(2
)
$
—

$
3

$
338

(1)
Our GLB reinsurance product meets the definition of a derivative instrument for accounting purposes and is accordingly carried at fair value. Excluded from the table above is the portion of the GLB liability classified as Future policy benefits in the consolidated balance sheets. Refer to Note 5 for additional information.


22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



Assets
Liabilities

Nine Months Ended
Available-for-Sale Debt Securities
Short-term investments

Other investments

GLB (1)

September 30, 2014
Foreign

Corporate
securities

MBS

Equity
securities

(in millions of U.S. dollars)
Balance–Beginning of Period
$
44

$
166

$
8

$
4

$
7

$
196

$
193

Transfers into Level 3
3

35

—

—

—

—

—

Transfers out of Level 3
(34
)
(22
)
—

(2
)
(7
)
—

—

Change in Net Unrealized Gains (Losses) included in OCI
(1
)
1

—

1

—

1

—

Net Realized Gains/Losses
1

2

—

—

—

—

124

Purchases
2

65

8

1

—

15

—

Sales
(3
)
(17
)
—

(2
)
—

—

—

Settlements
—

(22
)
(1
)
—

—

(7
)
—

Balance–End of Period
$
12

$
208

$
15

$
2

$
—

$
205

$
317

Net Realized Gains/Losses Attributable to Changes in Fair Value at the Balance Sheet Date
$
—

$
—

$
—

$
—

$
—

$
—

$
124

(1)
Our GLB reinsurance product meets the definition of a derivative instrument for accounting purposes and is accordingly carried at fair value. Excluded from the table above is the portion of the GLB liability classified as Future policy benefits in the consolidated balance sheets. The liability for GLB reinsurance was $566 million at September 30, 2014 and $427 million at December 31, 2013, which includes a fair value derivative adjustment of $317 million and $193 million , respectively.

b) Financial instruments disclosed, but not measured, at fair value
ACE uses various financial instruments in the normal course of its business. Our insurance contracts are excluded from fair value of financial instruments accounting guidance, and therefore, are not included in the amounts discussed below.

The carrying values of cash, other assets, other liabilities, and other financial instruments not included below approximated their fair values.

Investments in partially-owned insurance companies
Fair values for investments in partially-owned insurance companies are based on ACE’s share of the net assets based on the financial statements provided by those companies and are excluded from the valuation hierarchy tables below.

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 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.



23



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


The following tables present fair value, by valuation hierarchy, and carrying value of the financial instruments not measured at fair value:
September 30, 2015
Fair Value
Carrying Value

(in millions of U.S. dollars)
Level 1

Level 2

Level 3

Total

Assets:
Fixed maturities held to maturity
U.S. Treasury and agency
$
599

$
175

$
—

$
774

$
756

Foreign
—

818

—

818

784

Corporate securities
—

3,112

14

3,126

3,093

Mortgage-backed securities
—

1,817

—

1,817

1,758

States, municipalities, and political subdivisions
—

2,215

—

2,215

2,173

Total assets
$
599

$
8,137

$
14

$
8,750

$
8,564

Liabilities:
Short-term debt
$
—

$
2,105

$
—

$
2,105

$
2,103

Long-term debt
—

4,376

—

4,376

4,157

Trust preferred securities
—

457

—

457

309

Total liabilities
$
—

$
6,938

$
—

$
6,938

$
6,569


December 31, 2014
Fair Value
Carrying Value

(in millions of U.S. dollars)
Level 1

Level 2

Level 3

Total

Assets:
Fixed maturities held to maturity
U.S. Treasury and agency
$
659

$
191

$
—

$
850

$
832

Foreign
—

963

—

963

916

Corporate securities
—

2,408

15

2,423

2,323

Mortgage-backed securities
—

2,039

—

2,039

1,983

States, municipalities, and political subdivisions
—

1,314

—

1,314

1,277

Total assets
$
659


$
6,915


$
15


$
7,589


$
7,331

Liabilities:
Short-term debt
$
—

$
2,571

$
—

$
2,571

$
2,552

Long-term debt
—

3,690

—

3,690

3,357

Trust preferred securities
—

462

—

462

309

Total liabilities
$
—

$
6,723

$
—

$
6,723

$
6,218




24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


5 . Assumed life reinsurance programs involving minimum benefit guarantees under variable annuity contracts

The following table presents income and expenses relating to GMDB and GLB reinsurance. GLBs include GMIBs as well as some GMABs originating in Japan.
Three Months Ended
Nine Months Ended
September 30
September 30
(in millions of U.S. dollars)
2015

2014

2015

2014

GMDB
Net premiums earned
$
15

$
17

$
47

$
54

Policy benefits and other reserve adjustments
$
5

$
12

$
25

$
40

GLB
Net premiums earned
$
30

$
35

$
92

$
105

Policy benefits and other reserve adjustments
15

8

34

27

Net realized gains (losses)
(397
)
(76
)
(338
)
(124
)
Loss recognized in Net income
$
(382
)
$
(49
)
$
(280
)
$
(46
)
Less: Net cash received
20

31

74

93

Net increase in liability
$
(402
)
$
(80
)
$
(354
)
$
(139
)

Net realized gains (losses) in the table above include gains (losses) related to foreign exchange and fair value adjustments on insurance derivatives and exclude gains (losses) on S&P put options and futures held to partially offset the risk in the GLB reinsurance portfolio. Refer to Note 7 for additional information.

At September 30, 2015 and December 31, 2014, the reported liability for GMDB reinsurance was $113 million and $111 million , respectively. At September 30, 2015 and December 31, 2014, the reported liability for GLB reinsurance was $1.0 billion and $663 million, respectively, which includes a fair value derivative adjustment of $ 744 million and $406 million, respectively. Reported liabilities for both GMDB and GLB 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 annuitants’ account values, and assumptions regarding future policyholder behavior. These models and the related assumptions are regularly reviewed by management and enhanced, as appropriate, based upon improvements in modeling assumptions and availability of updated information, such as market conditions and demographics of in-force annuities.

6 . Debt

In March 2015, ACE INA Holdings Inc. (ACE INA) issued $800 million of 3.15 percent senior notes due March 2025. These senior notes are redeemable at any time at ACE INA's option subject to a “make-whole” premium (the present value of the remaining principal and interest discounted at the applicable U.S. Treasury rate plus 0.15 percent). The notes are also redeemable at par plus accrued and unpaid interest in the event of certain changes in tax law. These notes do not have the benefit of any sinking fund.  These senior unsecured notes are guaranteed on a senior basis by ACE Limited and they rank equally with all of ACE'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.

In May 2015, ACE INA's $450 million of 5.6 percent senior notes matured and were fully paid.

Subsequent Event
In October 2015, ACE INA issued $5.3 billion of senior notes comprising $1.3 billion of 2.30 percent senior notes due November 2020 (2020 Notes), $1.0 billion of 2.875 percent senior notes due November 2022 (2022 Notes), $1.5 billion of 3.35 percent senior notes due May 2026 (2026 Notes), and $1.5 billion of 4.35 percent senior notes due November 2045 (2045 Notes). The proceeds from the issuance of these notes are expected to be used to finance a portion of the Chubb acquisition. However, if the Chubb acquisition is not consummated or the merger agreement is terminated on or prior to September 30, 2016, ACE INA will be required to redeem all of the notes at a price equivalent to 101 percent of the principal amount, plus accrued and unpaid interest, if any.


25



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



ACE INA may redeem some or all of the notes at its option one month (for the 2020 Notes), two months (for the 2022 Notes), three months (for the 2026 Notes), and six months (for the 2045 Notes) prior to the respective maturity dates at a redemption price equal to 100 percent of the principal amount of the notes plus accrued and unpaid interest. Otherwise, these notes are redeemable at any time at ACE INA's option subject to a “make-whole” premium, defined as the present value of the remaining principal and interest discounted at the applicable U.S. Treasury rate plus 0.15 percent (for the 2020 Notes), 0.20 percent (for the 2022 Notes), 0.20 percent (for the 2026 Notes), and 0.25 percent , (for the 2045 Notes). The remaining terms of the senior notes are commensurate with those of our existing senior notes as described above.

7 . Commitments, contingencies, and guarantees

a) Derivative instruments
Foreign currency management
As a global company, ACE entities transact business in multiple currencies. Our policy is to generally match assets, liabilities and required capital for each individual jurisdiction in local currency, which would include the use of derivatives discussed below. We do not hedge our net asset non-USD capital positions, however we do consider hedging for planned cross border transactions.

Derivative instruments employed
ACE 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. ACE also maintains positions in convertible securities that contain embedded derivatives. Investment derivative instruments are recorded in either Other assets (OA) or Accounts payable, accrued expenses, and other liabilities (AP), convertible bonds are recorded in Fixed maturities available for sale (FM AFS) and convertible equity securities are recorded in Equity securities (ES) in the consolidated balance sheets. These are the most numerous and frequent derivative transactions.

In addition, ACE from time to time purchases to be announced mortgage-backed securities (TBAs) as part of its investing activities.

Under reinsurance programs covering GLBs, ACE assumes the risk of GLBs, including GMIB and GMAB, 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 GMAB risk is triggered if, at contract maturity, the contract holder’s account value is less than a guaranteed minimum value. The GLB reinsurance product meets the definition of a derivative instrument. Benefit reserves in respect of GLBs are classified as Future policy benefits (FPB) while the fair value derivative adjustment is classified within AP. ACE also generally maintains positions in exchange-traded equity futures contracts and options on equity market indices to limit equity exposure in the GMDB and GLB blocks of business. At September 30, 2015, we held no positions in option contracts on equity market indices.

All derivative instruments are carried 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 designated as hedges for accounting purposes.



26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


The following table presents the balance sheet locations, fair values of derivative instruments in an asset or (liability) position, and notional values/payment provisions of our derivative instruments:
September 30, 2015
December 31, 2014
Consolidated
Balance Sheet
Location
Fair Value
Notional
Value/
Payment
Provision

Fair Value
Notional
Value/
Payment
Provision

(in millions of U.S. dollars)
Derivative Asset

Derivative (Liability)

Derivative Asset

Derivative (Liability)

Investment and embedded derivative instruments
Foreign currency forward contracts
OA / (AP)
$
10

$
(11
)
$
1,139

$
12

$
(7
)
$
1,329

Cross-currency swaps
OA / (AP)
—

—

95

—

—

95

Futures contracts on money market instruments
OA / (AP)
1

(5
)
3,799

—

—

2,467

Options/Futures contracts on notes and bonds
OA / (AP)
6

(11
)
1,238

6

(29
)
1,636

Convertible securities (1)
FM AFS / ES
222

—

222

291

—

267

$
239

$
(27
)
$
6,493

$
309

$
(36
)
$
5,794

Other derivative instruments
Futures contracts on equities (2)
OA / (AP)
$
23

$
—

$
1,123

$
—

$
(21
)
$
1,384

Options on equity market indices (2)
OA / (AP)
—

—

—

2

—

250

Other
OA / (AP)
3

(7
)
66

—

(4
)
10

$
26

$
(7
)
$
1,189

$
2

$
(25
)
$
1,644

GLB (3)
(AP) / (FPB)


$
(1,017
)
$
1,224



$
(663
)
$
675

(1)
Includes fair value of embedded derivatives.
(2)
Related to GMDB and GLB blocks of business.
(3)
Includes both future policy benefits reserves and fair value derivative adjustment. Refer to Note 5 for additional information. Note that the payment provision related to GLB is the net amount at risk. The concept of a notional value does not apply to the GLB reinsurance contracts.

At September 30, 2015 and December 31, 2014, derivative assets of $19 million and derivative liabilities of $34 million , respectively, included in the table above were subject to a master netting agreement. The remaining derivatives included in the table above were not subject to a master netting agreement.

b) Secured borrowings
ACE participates in a securities lending program operated by a third-party banking institution whereby certain assets are loaned to qualified borrowers and from which we earn an incremental return. At September 30, 2015 and December 31, 2014, our securities lending collateral was $1,011 million and $1,330 million, respectively, and our securities lending payable, reflecting our obligation to return the collateral plus interest, was $1,012 million and $1,331 million, respectively. At September 30, 2015 the securities lending collateral held by ACE on overnight and continuous securities lending contracts comprised $492 million of Cash, $385 million of Foreign securities, $77 million of U.S. Treasury and agency securities, and $57 million of Corporate securities. The carrying value of the securities lending collateral held is $1 million lower than the securities lending payable due to accrued interest recorded in the securities lending payable. The securities lending collateral can only be drawn down by ACE in the event that the institution borrowing the securities is in default under the lending agreement. An indemnification agreement with the lending agent protects us in the event a borrower becomes insolvent or fails to return any of the securities on loan. The collateral is recorded in Securities lending collateral and the liability is recorded in Securities lending payable in the consolidated balance sheets.

At September 30, 2015 and December 31, 2014, our repurchase agreement obligations of $1,403 million and $1,402 million , respectively, were fully collateralized. In contrast to securities lending programs, the use of cash received is not restricted for the repurchase obligations. The fair value of the underlying securities sold remains in Fixed maturities available for sale and Equity securities and the repurchase agreement obligation is recorded in Short-term debt in the consolidated balance sheets.



27



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


The following table presents the carrying value of collateral pledged under repurchase agreements by investment category and maturity date of the underlying agreements:
Remaining contractual maturity
September 30, 2015
Up to 30 Days

30 - 90 Days

Greater than 90 Days

Total

(in millions of U.S. dollars)
Collateral pledged under repurchase agreements:
Cash
$
—

$
—

$
8

$
8

U.S. Treasury and agency
172

61

7

240

Mortgage-backed securities
250

94

876

1,220

$
422

$
155

$
891

$
1,468

Gross amount of recognized liabilities for repurchase agreements
$
1,403

Difference (1)
$
65

(1)
Per the repurchase agreements, the amount of collateral posted is required to exceed the amount of gross liability.

Potential risks exist in our secured borrowing transactions due to market conditions and counterparty exposure.  With collateral that we pledge, there is a risk that the collateral may not be returned at the expiration of the agreement. If the counterparty fails to return the collateral, ACE will have free use of the borrowed funds until our collateral is returned.  In addition, we may encounter the risk that ACE may not be able to renew outstanding borrowings with a new term or with an existing counterparty due to market conditions including a decrease in demand as well as more restrictive terms from banks due to increased regulatory and capital constraints. Should this condition occur, ACE may seek alternative borrowing sources or reduce borrowings.  Additionally, increased margins and collateral requirements due to market conditions would increase our restricted assets as we are required to provide additional collateral to support the transaction.

The following table presents net realized gains (losses) related to derivative instrument activity in the consolidated statements of operations:
Three Months Ended
Nine Months Ended
September 30
September 30
(in millions of U.S. dollars)
2015

2014

2015

2014

Investment and embedded derivative instruments
Foreign currency forward contracts
$
15

$
19

$
30

$
15

All other futures contracts and options
(23
)
(15
)
(10
)
(55
)
Convertible securities (1)
(14
)
(17
)
(14
)
(13
)
Total investment and embedded derivative instruments
$
(22
)
$
(13
)
$
6


$
(53
)
GLB and other derivative instruments
GLB (2)
$
(396
)
$
(80
)
$
(337
)
$
(126
)
Futures contracts on equities (3)
84

(15
)
71

(103
)
Options on equity market indices (3)
(1
)
—

(2
)
(3
)
Other
(9
)
45

(10
)
52

Total GLB and other derivative instruments
$
(322
)
$
(50
)
$
(278
)

$
(180
)
$
(344
)
$
(63
)
$
(272
)

$
(233
)
(1)
Includes embedded derivatives.
(2)
Excludes foreign exchange gains (losses) related to GLB.
(3)
Related to GMDB and GLB blocks of business.

c) Derivative instrument objectives
(i) Foreign currency exposure management
A foreign currency forward contract (forward) is an agreement between participants to exchange specific foreign currencies at a future date. ACE uses forwards to minimize the effect of fluctuating foreign currencies as discussed above.


28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



(ii) Duration management and market exposure
Futures
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. Exchange-traded futures contracts on money market instruments, notes and bonds are used in fixed maturity portfolios to more efficiently manage duration, as substitutes for ownership of the money market instruments, 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 are used to limit exposure to a severe equity market decline, which would cause an increase in expected claims and therefore, an increase in reserves for GMDB and GLB reinsurance business.

Options
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. 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 synthetic strategy as described above.

Another use for option contracts is to limit exposure to a severe equity market decline, which would cause an increase in expected claims and therefore, an increase in reserves for GMDB and GLB reinsurance business.

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 creditworthiness of its counterparties and obtains collateral. 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 our investment guidelines.

Cross-currency swaps
Cross-currency swaps are agreements under which two counterparties exchange interest payments and principal denominated in different currencies at a future date.  We use cross-currency swaps to reduce the foreign currency and interest rate risk by converting cash flows back into local currency.  We invest in foreign currency denominated investments to improve credit diversification and also to obtain better duration matching to our liabilities that is limited in the local currency market.

Other
Included within Other are derivatives intended to reduce potential losses which may arise from certain exposures in our insurance business.  The economic benefit provided by these derivatives is similar to purchased reinsurance.  For example, ACE may enter into crop derivative contracts to protect underwriting results in the event of a significant decline in commodity prices. Also included within Other are certain life insurance products that meet the definition of a derivative instrument for accounting purposes.

(iii) Convertible security investments
A convertible security is a debt instrument or preferred stock that can be converted into a predetermined amount of the issuer’s equity. The convertible option is an embedded derivative within the host instruments which are classified in the investment portfolio as either available for sale or as an equity security. ACE purchases convertible securities for their total return and not specifically for the conversion feature.

(iv) TBA
By acquiring TBAs, we make a commitment to purchase a future issuance of mortgage-backed securities. For the period between purchase of the TBAs and issuance of the underlying security, we account for our position as a derivative in the consolidated financial statements. ACE purchases TBAs both for their total return and for the flexibility they provide related to our mortgage-backed security strategy.



29



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


(v) GLB
Under the GLB program, as the assuming entity, ACE is obligated to provide coverage until the expiration or maturity of the underlying deferred annuity contracts or the expiry of the reinsurance treaty. 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 management’s estimate of an exit price and thus, includes a risk margin. We may recognize a realized loss for other changes in fair value due to adverse changes in the capital markets (e.g., declining interest rates and/or declining equity markets) and changes in actual or estimated future policyholder behavior (e.g., increased annuitization or decreased lapse rates) although we expect the business to be profitable. We believe this presentation provides the most meaningful disclosure of changes in the underlying risk within the GLB reinsurance programs for a given reporting period.

d) Fixed maturities
At September 30, 2015 , we have commitments to purchase fixed income securities of $280 million over the next several years.

e) Other investments
At September 30, 2015 , included in Other investments in the consolidated balance sheet are investments in limited partnerships and partially-owned investment companies with a carrying value of $2.2 billion. In connection with these investments, we have commitments that may require funding of up to $916 million over the next several years.

f) Taxation
At September 30, 2015 , $22 million of unrecognized tax benefits remains outstanding. It is reasonably possible that over the next twelve months, the amount of unrecognized tax benefits may change resulting from the re-evaluation of unrecognized tax benefits arising from examinations of taxing authorities. With few exceptions, ACE is no longer subject to state and local or non-U.S. income tax examinations for years before 2005.

g) Legal proceedings
Our insurance subsidiaries are subject to claims litigation involving disputed interpretations of policy coverages and, in some jurisdictions, direct actions by allegedly-injured persons seeking damages from policyholders. These lawsuits, involving claims on policies issued by our subsidiaries which are typical to the insurance industry in general and in the normal course of business, are considered in our loss and loss expense reserves. In addition to claims litigation, we 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, among other things, allegations of underwriting errors or misconduct, employment claims, regulatory activity, or disputes arising from our business ventures. In the opinion of management, our ultimate liability for these matters could be, but we believe is not likely to be, material to our consolidated financial condition and results of operations.

8 . Shareholders’ equity

All of ACE’s Common Shares are authorized under Swiss corporate law. Though the par value of Common Shares is stated in Swiss francs, ACE continues to use U.S. dollars as its reporting currency for preparing consolidated financial statements. Under Swiss corporate law, dividends, including distributions through a reduction in par value (par value reduction) or from legal reserves, must be stated in Swiss francs though dividend payments are made by ACE in U.S. dollars.

At our May 2013 annual general meeting, our shareholders approved an annual dividend for the following year of $2.04 per share, payable in four quarterly installments of $ 0.51 per share after the annual general meeting in the form of a distribution by way of a par value reduction. At the January 10, 2014 extraordinary general meeting, our shareholders approved a resolution to increase our quarterly dividend from $ 0.51 per share to $0.63 per share for the final two quarterly installments (made on January 31, 2014 and April 17, 2014) that had been earlier approved at our 2013 annual general meeting. The $0.12 per share increase for each installment was distributed from capital contribution reserves (Additional paid-in capital), a subaccount of legal reserves, and transferred to free reserves (Retained earnings) for payment, while the existing $0.51 per share was distributed by way of a par value reduction.

At our May 2014 annual general meeting, our shareholders approved an annual dividend for the following year of $2.60 per share, payable in four quarterly installments of $0.65 per share after the annual general meeting in the form of a distribution by way of a par value reduction.



30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


At our May 2015 annual general meeting, our shareholders approved an annual dividend for the following year of up to $ 2.68 per share, expected to be paid in four quarterly installments of $ 0.67 per share after the annual general meeting by way of a distribution from capital contribution reserves, transferred to free reserves for payment. The Board of Directors (Board) will determine the record and payment dates at which the annual dividend may be paid, and is authorized to abstain from distributing a dividend in its discretion, until the date of the 2016 annual general meeting. The first two quarterly installments, each of $0.67 per share, have been distributed by the Board as expected.

The following table presents dividend distributions per Common Share in Swiss francs (CHF) and U.S. dollars (USD):
Three Months Ended
Nine Months Ended
September 30
September 30
2015
2014
2015
2014
CHF

USD

CHF

USD

CHF

USD

CHF

USD

Dividends – par value reduction
—

$


0.61

$
0.65

0.62

$
0.65

1.64

$
1.81

Dividends – distributed from capital contribution reserves
0.65

0.67

—

—

1.27

1.34

0.20

0.24

Total dividend distributions per common share
0.65

$
0.67

0.61

$
0.65

1.89

$
1.99

1.84

$
2.05


Par value reductions have been reflected as such through Common Shares in the consolidated statements of shareholders' equity and had the effect of reducing par value per Common Share to CHF 24.15 at September 30, 2015 .

Common Shares in treasury are used principally for issuance upon the exercise of employee stock options, grants of restricted stock, and purchases under the Employee Stock Purchase Plan (ESPP). At September 30, 2015 , 18,770,044 Common Shares remain in treasury after net shares redeemed under employee share-based compensation plans.

ACE Limited securities repurchase authorization
In November 2014, the Board announced authorization of a share repurchase program of $1.5 billion of ACE's Common Shares for the period January 1, 2015 through December 31, 2015 to replace the November 2013 authorization when it expired on December 31, 2014.

In November 2013, the Board announced authorization of a share repurchase program of up to $ 2.0 billion of ACE's Common Shares through December 31, 2014.

The following table presents repurchases of ACE's Common Shares conducted in a series of open market transactions under the Board authorizations:
(in millions of U.S. dollars, except share data)
Three Months Ended
September 30
Nine Months Ended
September 30
2015

2014

2015

2014

Number of shares repurchased
—

4,349,302

6,677,663

10,143,184

Cost of shares repurchased
$
—

$
450

$
734

$
1,019

Repurchase authorization remaining at end of period
$
766

$
924

$
766

$
924


9 . Share-based compensation

The ACE Limited 2004 Long-Term Incentive Plan (the 2004 LTIP) permits grants of both incentive and non-qualified stock options principally at an option price per share equal to the grant date fair value of ACE’s Common Shares. Stock options are generally granted with a 3-year vesting period and a 10-year term. Stock options typically vest in equal annual installments over the vesting period, which is also the requisite service period. On February 26, 2015 , ACE granted 1,891,195 stock options with a weighted-average grant date fair value of $18.49 each. The fair value of the options issued is estimated on the grant date using the Black-Scholes option pricing model.

The 2004 LTIP also permits grants of restricted stock and restricted stock units. ACE 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 grant date. On February 26, 2015 , ACE granted 1,278,250 restricted stock awards and 290,475 restricted stock units to employees and officers with a grant date fair value of $114.78 each. Each restricted stock unit represents our obligation to deliver to the holder one Common Share upon vesting.


31



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



10 . Segment information

ACE operates through five business segments: Insurance – North American P&C, Insurance – North American Agriculture, 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.

Corporate includes the results of ACE’s non-insurance subsidiaries, including ACE Limited, ACE Group Management and Holdings Ltd., and ACE INA Holdings, Inc.  Corporate results consist primarily of interest expense, corporate staff expenses, Chubb integration expenses and other expenses not attributable to specific reportable segments, and intersegment eliminations.

For segment reporting purposes, certain items have been presented in a different manner below 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 Insurance – North American Agriculture segment, management includes gains and losses on crop derivatives as a component of underwriting income. For example, for the three months ended September 30, 2015 , underwriting income in our Insurance – North American Agriculture segment was $73 million . This amount includes $4 million of realized losses related to crop derivatives which are included in Net realized gains (losses) below. For the Life segment, management includes Net investment income and (Gains) losses from fair value changes in separate account assets that do not qualify for separate account reporting under GAAP as components of Life underwriting income. For example, for the three months ended September 30, 2015 , Life underwriting income of $ 64 million includes Net investment income of $ 66 million and losses from fair value changes in separate account assets of $ 49 million.

The following tables present the Statement of Operations by segment:
For the Three Months Ended September 30, 2015
Insurance – North American P&C

Insurance – North American Agriculture

Insurance –
Overseas
General

Global
Reinsurance

Life

Corporate

ACE
Consolidated

(in millions of U.S. dollars)
Net premiums written
$
1,711

$
737

$
1,584

$
185

$
492

$
—

$
4,709

Net premiums earned
1,682

739

1,615

203

480

—

4,719

Losses and loss expenses
1,175

620

674

20

153

1

2,643

Policy benefits
—

—

—

—

89

—

89

Policy acquisition costs
155

42

405

52

117

—

771

Administrative expenses
192

—

246

12

74

44

568

Underwriting income (loss)
160

77

290

119

47

(45
)
648

Net investment income
266

5

132

76

66

4

549

Net realized gains (losses) including OTTI
(33
)
(4
)
(13
)
(14
)
(326
)
(7
)
(397
)
Interest expense
3

—

1

1

1

62

68

Other (income) expense:
(Gains) losses from fair value changes in separate account assets
—

—

—

—

49

—

49

Other
(16
)
(1
)
(6
)
(2
)
(13
)
1

(37
)
Amortization of intangible assets
31

8

12

—

—

—

51

Chubb integration expenses
—

—

—

—

—

9

9

Income tax expense (benefit)
70

15

76

8

8

(45
)
132

Net income (loss)
$
305

$
56

$
326

$
174

$
(258
)
$
(75
)
$
528




32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


For the Three Months Ended September 30, 2014
Insurance – North American P&C

Insurance – North American Agriculture

Insurance –
Overseas
General

Global
Reinsurance

Life

Corporate

ACE
Consolidated

(in millions of U.S. dollars)
Net premiums written
$
1,541

$
764

$
1,719

$
208

$
497

$
—

$
4,729

Net premiums earned
1,518

766

1,726

255

489

—

4,754

Losses and loss expenses
1,053

686

707

92

145

1

2,684

Policy benefits
—

—

—

—

125

—

125

Policy acquisition costs
169

41

418

74

123

—

825

Administrative expenses
165

3

258

13

71

44

554

Underwriting income (loss)
131

36

343

76

25

(45
)
566

Net investment income
277

6

130

81

69

3

566

Net realized gains (losses) including OTTI
(5
)
45

(75
)
6

(89
)
(2
)
(120
)
Interest expense
2

—

2

1

4

61

70

Other (income) expense:
(Gains) losses from fair value changes in separate account assets
—

—

—

—

6

—

6

Other
(31
)
(1
)
(13
)
(10
)
(3
)
6

(52
)
Amortization of intangible assets
—

8

19

—

—

—

27

Income tax expense (benefit)
73

23

97

11

12

(40
)
176

Net income (loss)
$
359

$
57

$
293

$
161

$
(14
)
$
(71
)
$
785


For the Nine Months Ended September 30, 2015
Insurance – North American P&C

Insurance – North American Agriculture

Insurance –
Overseas
General

Global
Reinsurance

Life

Corporate

ACE
Consolidated

(in millions of U.S. dollars)
Net premiums written
$
5,116

$
1,204

$
5,047

$
719

$
1,483

$
—

$
13,569

Net premiums earned
4,896

1,124

4,896

649

1,441

—

13,006

Losses and loss expenses
3,330

913

2,304

191

442

2

7,182

Policy benefits
—

—

—

—

384

—

384

Policy acquisition costs
446

61

1,190

166

342

—

2,205

Administrative expenses
552

3

756

37

221

131

1,700

Underwriting income (loss)
568

147

646

255

52

(133
)
1,535

Net investment income
798

17

409

230

198

10

1,662

Net realized gains (losses) including OTTI
(39
)
(6
)
(10
)
(20
)
(282
)
(3
)
(360
)
Interest expense
7

—

3

3

4

190

207

Other (income) expense:
(Gains) losses from fair value changes in separate account assets
—

—

—

—

32

—

32

Other
(32
)
1

(19
)
(10
)
(43
)
10

(93
)
Amortization of intangible assets
63

22

50

—

1

—

136

Chubb integration expenses
—

—

—

—

—

9

9

Income tax expense (benefit)
239

29

197

23

27

(120
)
395

Net income (loss)
$
1,050

$
106

$
814

$
449

$
(53
)
$
(215
)
$
2,151




33



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


For the Nine Months Ended September 30, 2014
Insurance – North American P&C

Insurance – North American Agriculture

Insurance –
Overseas
General

Global
Reinsurance

Life

Corporate

ACE
Consolidated

(in millions of U.S. dollars)
Net premiums written
$
4,594

$
1,346

$
5,250

$
794

$
1,489

$
—

$
13,473

Net premiums earned
4,547

1,199

5,047

800

1,463

—

13,056

Losses and loss expenses
3,009

1,099

2,354

327

442

2

7,233

Policy benefits
—

—

—

—

383

—

383

Policy acquisition costs
480

69

1,206

201

355

—

2,311

Administrative expenses
501

5

764

41

212

132

1,655

Underwriting income (loss)
557

26

723

231

71

(134
)
1,474

Net investment income
812

19

398

238

199

9

1,675

Net realized gains (losses) including OTTI
(25
)
51

(71
)
(17
)
(237
)
2

(297
)
Interest expense
7

—

4

4

10

188

213

Other (income) expense:
(Gains) losses from fair value changes in separate account assets
—

—

—

—

(5
)
—

(5
)
Other
(75
)
—

(44
)
(39
)
6

18

(134
)
Amortization of intangible assets
—

24

52

—

2

—

78

Income tax expense (benefit)
247

21

189

31

34

(120
)
402

Net income (loss)
$
1,165

$
51

$
849

$
456

$
(14
)
$
(209
)
$
2,298


Underwriting assets are reviewed in total by management for purposes of decision-making. Other than goodwill and other intangible assets, ACE does not allocate assets to its segments.



34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


The following table presents net premiums earned for each segment by product:
(in millions of U.S. dollars)
Property &
All Other

Casualty

Life,
Accident &
Health

ACE
Consolidated

For the Three Months Ended September 30, 2015
Insurance – North American P&C
$
511

$
1,063

$
108

$
1,682

Insurance – North American Agriculture
739

—

—

739

Insurance – Overseas General
706

386

523

1,615

Global Reinsurance
104

99

—

203

Life
—

—

480

480

$
2,060

$
1,548

$
1,111

$
4,719

For the Three Months Ended September 30, 2014
Insurance – North American P&C
$
420

$
993

$
105

$
1,518

Insurance – North American Agriculture
766

—

—

766

Insurance – Overseas General
744

394

588

1,726

Global Reinsurance
149

106

—

255

Life
—

—

489

489

$
2,079

$
1,493

$
1,182

$
4,754

(in millions of U.S. dollars)
Property &
All Other

Casualty

Life,
Accident &
Health

ACE
Consolidated

For the Nine Months Ended September 30, 2015
Insurance – North American P&C
$
1,428

$
3,157

$
311

$
4,896

Insurance – North American Agriculture
1,124

—

—

1,124

Insurance – Overseas General
2,163

1,159

1,574

4,896

Global Reinsurance
323

326

—

649

Life
—

—

1,441

1,441

$
5,038

$
4,642

$
3,326

$
13,006

For the Nine Months Ended September 30, 2014
Insurance – North American P&C
$
1,248

$
2,992

$
307

$
4,547

Insurance – North American Agriculture
1,199

—

—

1,199

Insurance – Overseas General
2,164

1,158

1,725

5,047

Global Reinsurance
435

365

—

800

Life
—

—

1,463

1,463

$
5,046

$
4,515

$
3,495

$
13,056




35



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


11 . Earnings per share
Three Months Ended
Nine Months Ended
September 30
September 30
(in millions of U.S. dollars, except share and per share data)
2015

2014

2015

2014

Numerator:
Net income
$
528

$
785

$
2,151

$
2,298

Denominator:
Denominator for basic earnings per share:
Weighted-average shares outstanding
324,210,936

334,472,324

325,904,502

337,083,498

Denominator for diluted earnings per share:


Share-based compensation plans
2,962,484

3,201,656

3,269,724

3,298,569

Weighted-average shares outstanding and assumed conversions
327,173,420

337,673,980

329,174,226

340,382,067

Basic earnings per share
$
1.63

$
2.35

$
6.60

$
6.82

Diluted earnings per share
$
1.62

$
2.32

$
6.53

$
6.75

Potential anti-dilutive share conversions
1,907,815

1,227,575

1,503,830

1,410,340


Excluded from weighted-average shares outstanding and assumed conversions is the impact of securities that would have been anti-dilutive during the respective periods.

12 . Information provided in connection with outstanding debt of subsidiaries

The following tables present condensed consolidating financial information at September 30, 2015 and December 31, 2014 , and for the three and nine months ended September 30, 2015 and 2014 for ACE Limited (Parent Guarantor) and ACE INA Holdings Inc. (Subsidiary Issuer). The Subsidiary Issuer is an indirect 100 percent-owned subsidiary of the Parent Guarantor. The Parent Guarantor fully and unconditionally guarantees certain of the debt of the Subsidiary Issuer. Condensed consolidating financial information of the Parent Guarantor and Subsidiary Issuer are presented on the equity method of accounting. The revenues and expenses and cash flows of the subsidiaries of the Subsidiary Issuer are presented in the Other ACE Limited Subsidiaries column on a combined basis.



36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


Condensed Consolidating Balance Sheet at September 30, 2015
(in millions of U.S. dollars)
ACE
Limited
(Parent
Guarantor)

ACE INA
Holdings Inc.
(Subsidiary
Issuer)

Other ACE
Limited
Subsidiaries

Consolidating
Adjustments and Eliminations

ACE Limited
Consolidated

Assets
Investments
$
29

$
35

$
62,320

$
—

$
62,384

Cash (1)
17

5

2,177

(1,161
)
1,038

Insurance and reinsurance balances receivable
—

—

6,284

(994
)
5,290

Reinsurance recoverable on losses and loss expenses
—

—

20,039

(8,808
)
11,231

Reinsurance recoverable on policy benefits
—

—

1,148

(954
)
194

Value of business acquired
—

—

410

—

410

Goodwill and other intangible assets
—

—

5,713

—

5,713

Investments in subsidiaries
29,441

19,184

—

(48,625
)
—

Due from subsidiaries and affiliates, net
866

—

—

(866
)
—

Other assets
9

272

14,880

(3,661
)
11,500

Total assets
$
30,362

$
19,496

$
112,971

$
(65,069
)
$
97,760

Liabilities
Unpaid losses and loss expenses
$
—

$
—

$
45,810

$
(8,246
)
$
37,564

Unearned premiums
—

—

10,329

(1,819
)
8,510

Future policy benefits
—

—

5,730

(954
)
4,776

Due to subsidiaries and affiliates, net
—

698

168

(866
)
—

Affiliated notional cash pooling programs (1)
973

188

—

(1,161
)
—

Short-term debt
—

700

1,403

—

2,103

Long-term debt
—

4,145

12

—

4,157

Trust preferred securities
—

309

—

—

309

Other liabilities
262

1,458

12,892

(3,398
)
11,214

Total liabilities
1,235

7,498

76,344

(16,444
)
68,633

Total shareholders’ equity
29,127

11,998

36,627

(48,625
)
29,127

Total liabilities and shareholders’ equity
$
30,362

$
19,496

$
112,971

$
(65,069
)
$
97,760

(1)
ACE maintains two notional multicurrency cash pools (Pools) with a third-party bank. Various ACE entities participate in one or the other of the Pools, pursuant to which credit and debit balances in individual ACE accounts are translated daily into a single currency and pooled on a notional basis. Individual ACE entities are permitted to overdraw on their individual accounts provided the overall Pool balances do not fall below zero. At September 30, 2015 , the cash balance of one or more entities was negative; however, the overall Pool balances were positive.






37



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


Condensed Consolidating Balance Sheet at December 31, 2014

(in millions of U.S. dollars)
ACE
Limited
(Parent
Guarantor)

ACE INA
Holdings Inc.
(Subsidiary
Issuer)

Other ACE
Limited
Subsidiaries

Consolidating
Adjustments and Eliminations

ACE Limited
Consolidated

Assets
Investments
$
30

$
225

$
62,649

$
—

$
62,904

Cash (1)
—

1

1,209

(555
)
655

Insurance and reinsurance balances receivable
—

—

6,178

(752
)
5,426

Reinsurance recoverable on losses and loss expenses
—

—

20,992

(9,000
)
11,992

Reinsurance recoverable on policy benefits
—

—

1,194

(977
)
217

Value of business acquired
—

—

466

—

466

Goodwill and other intangible assets
—

—

5,724

—

5,724

Investments in subsidiaries
29,497

18,762

—

(48,259
)
—

Due from subsidiaries and affiliates, net
583

—

—

(583
)
—

Other assets
4

295

14,196

(3,631
)
10,864

Total assets
$
30,114

$
19,283

$
112,608

$
(63,757
)
$
98,248

Liabilities
Unpaid losses and loss expenses
$
—

$
—

$
46,770

$
(8,455
)
$
38,315

Unearned premiums
—

—

9,958

(1,736
)
8,222

Future policy benefits
—

—

5,731

(977
)
4,754

Due to subsidiaries and affiliates, net
—

422

161

(583
)
—

Affiliated notional cash pooling programs (1)
246

309

—

(555
)
—

Short-term debt
—

1,150

1,402

—

2,552

Long-term debt
—

3,345

12

—

3,357

Trust preferred securities
—

309

—

—

309

Other liabilities
281

1,404

12,659

(3,192
)
11,152

Total liabilities
527

6,939

76,693

(15,498
)
68,661

Total shareholders’ equity
29,587

12,344

35,915

(48,259
)
29,587

Total liabilities and shareholders’ equity
$
30,114

$
19,283

$
112,608

$
(63,757
)
$
98,248

(1)
ACE maintains two notional multicurrency cash pools (Pools) with a third-party bank. Various ACE entities participate in one or the other of the Pools, pursuant to which credit and debit balances in individual ACE accounts are translated daily into a single currency and pooled on a notional basis. Individual ACE entities are permitted to overdraw on their individual accounts provided the overall Pool balances do not fall below zero. At December 31, 2014 , the cash balance of one or more entities was negative; however, the overall Pool balances were positive.


38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



Condensed Consolidating Statements of Operations and Comprehensive Income
For the Three Months Ended September 30, 2015
ACE
Limited
(Parent
Guarantor)

ACE INA
Holdings Inc.
(Subsidiary
Issuer)

Other ACE
Limited
Subsidiaries

Consolidating
Adjustments and Eliminations

ACE
Limited
Consolidated

(in millions of U.S. dollars)
Net premiums written
$
—

$
—

$
4,709

$
—

$
4,709

Net premiums earned
—

—

4,719

—

4,719

Net investment income
1

1

547

—

549

Equity in earnings of subsidiaries
488

255

—

(743
)
—

Net realized gains (losses) including OTTI
—

(4
)
(393
)
—

(397
)
Losses and loss expenses
—

—

2,643

—

2,643

Policy benefits
—

—

89

—

89

Policy acquisition costs and administrative expenses
15

7

1,317

—

1,339

Interest (income) expense
(8
)
68

8

—

68

Other (income) expense
(51
)
(5
)
68

—

12

Amortization of intangible assets
—

—

51

—

51

Chubb integration expenses
1

8

—

—

9

Income tax expense (benefit)
4

(31
)
159

—

132

Net income
$
528

$
205

$
538

$
(743
)
$
528

Comprehensive income (loss)
$
(271
)
$
(265
)
$
(262
)
$
527

$
(271
)

Condensed Consolidating Statements of Operations and Comprehensive Income
For the Three Months Ended September 30, 2014
ACE
Limited
(Parent
Guarantor)

ACE INA
Holdings Inc.
(Subsidiary
Issuer)

Other ACE
Limited
Subsidiaries

Consolidating
Adjustments and Eliminations

ACE
Limited
Consolidated

(in millions of U.S. dollars)
Net premiums written
$
—

$
—

$
4,729

$
—

$
4,729

Net premiums earned
—

—

4,754

—

4,754

Net investment income
1

—

565

—

566

Equity in earnings of subsidiaries
745

258

—

(1,003
)
—

Net realized gains (losses) including OTTI
—

46

(166
)
—

(120
)
Losses and loss expenses
—

—

2,684

—

2,684

Policy benefits
—

—

125

—

125

Policy acquisition costs and administrative expenses
18

6

1,355

—

1,379

Interest (income) expense
(7
)
68

9

—

70

Other (income) expense
(54
)
2

6

—

(46
)
Amortization of intangible assets
—

—

27

—

27

Income tax expense (benefit)
4

(11
)
183

—

176

Net income
$
785

$
239

$
764

$
(1,003
)
$
785

Comprehensive income
$
298

$
33

$
276

$
(309
)
$
298





39



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



Condensed Consolidating Statements of Operations and Comprehensive Income
For the Nine Months Ended September 30, 2015
ACE
Limited
(Parent
Guarantor)

ACE INA
Holdings Inc.
(Subsidiary
Issuer)

Other ACE
Limited
Subsidiaries

Consolidating
Adjustments and Eliminations

ACE
Limited
Consolidated

(in millions of U.S. dollars)
Net premiums written
$
—

$
—

$
13,569

$
—

$
13,569

Net premiums earned
—

—

13,006

—

13,006

Net investment income
2

2

1,658

—

1,662

Equity in earnings of subsidiaries
2,037

755

—

(2,792
)
—

Net realized gains (losses) including OTTI
—

(6
)
(354
)
—

(360
)
Losses and loss expenses
—

—

7,182

—

7,182

Policy benefits
—

—

384

—

384

Policy acquisition costs and administrative expenses
47

20

3,838

—

3,905

Interest (income) expense
(23
)
206

24

—

207

Other (income) expense
(149
)
(12
)
100

—

(61
)
Amortization of intangible assets
—

—

136

—

136

Chubb integration expenses
1

8

—

—

9

Income tax expense (benefit)
12

(84
)
467

—

395

Net income
$
2,151

$
613

$
2,179

$
(2,792
)
$
2,151

Comprehensive income (loss)
$
768

$
(332
)
$
795

$
(463
)
$
768


Condensed Consolidating Statements of Operations and Comprehensive Income
For the Nine Months Ended September 30, 2014
ACE
Limited
(Parent
Guarantor)

ACE INA
Holdings Inc.
(Subsidiary
Issuer)

Other ACE
Limited
Subsidiaries

Consolidating
Adjustments and Eliminations

ACE
Limited
Consolidated

(in millions of U.S. dollars)
Net premiums written
$
—

$
—

$
13,473

$
—

$
13,473

Net premiums earned
—

—

13,056

—

13,056

Net investment income
2

1

1,672

—

1,675

Equity in earnings of subsidiaries
2,192

669

—

(2,861
)
—

Net realized gains (losses) including OTTI
—

53

(350
)
—

(297
)
Losses and loss expenses
—

—

7,233

—

7,233

Policy benefits
—

—

383

—

383

Policy acquisition costs and administrative expenses
57

20

3,889

—

3,966

Interest (income) expense
(26
)
209

30

—

213

Other (income) expense
(146
)
22

(15
)
—

(139
)
Amortization of intangible assets
—

—

78

—

78

Income tax expense (benefit)
11

(66
)
457

—

402

Net income
$
2,298

$
538

$
2,323

$
(2,861
)
$
2,298

Comprehensive income
$
2,754

$
810

$
2,778

$
(3,588
)
$
2,754







40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries


Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2015
ACE
Limited
(Parent
Guarantor)

ACE INA
Holdings Inc.
(Subsidiary
Issuer)

Other ACE
Limited
Subsidiaries

Consolidating
Adjustments and Eliminations

ACE
Limited
Consolidated

(in millions of U.S. dollars)
Net cash flows from (used for) operating activities
$
350

$
(46
)
$
2,671

$
(276
)
$
2,699

Cash flows from investing activities
Purchases of fixed maturities available for sale
—

—

(13,052
)
(8
)
(13,060
)
Purchases of fixed maturities held to maturity
—

—

(39
)
—

(39
)
Purchases of equity securities
—

—

(122
)
—

(122
)
Sales of fixed maturities available for sale
—

—

5,233

—

5,233

Sales of equity securities
—

—

150

—

150

Maturities and redemptions of fixed maturities available for sale
—

—

5,257

—

5,257

Maturities and redemptions of fixed maturities held to maturity
—

—

552

—

552

Net change in short-term investments
—

215

206

—

421

Net derivative instruments settlements
—

(10
)
72

—

62

Acquisition of subsidiaries (net of cash acquired of $620)
—

—

259

—

259

Capital contribution
—

(625
)
—

625

—

Other
—

(25
)
(121
)
8

(138
)
Net cash flows used for investing activities
—

(445
)
(1,605
)
625

(1,425
)
Cash flows from financing activities
Dividends paid on Common Shares
(644
)
—

—

—

(644
)
Common Shares repurchased
—

—

(758
)
—

(758
)
Proceeds from issuance of long-term debt
—

800

—

—

800

Proceeds from issuance of short-term debt
—

—

1,478

—

1,478

Repayment of long-term debt
—

(450
)
(1
)
—

(451
)
Repayment of short-term debt
—

—

(1,477
)
—

(1,477
)
Proceeds from share-based compensation plans, including windfall tax benefits
—

—

89

—

89

Dividend to parent company
—

—

(276
)
276

—

Advances (to) from affiliates
(416
)
272

144

—

—

Capital contribution
—

—

625

(625
)
—

Net proceeds from (payments to) affiliated notional cash pooling programs (1)
727

(121
)
—

(606
)
—

Policyholder contract deposits
—

—

351

—

351

Policyholder contract withdrawals
—

—

(159
)
—

(159
)
Other
—

(6
)
—

—

(6
)
Net cash flows (used for) from financing activities
(333
)
495

16

(955
)
(777
)
Effect of foreign currency rate changes on cash and cash equivalents
—

—

(114
)
—

(114
)
Net increase in cash
17

4

968

(606
)
383

Cash – beginning of period (1)
—

1

1,209

(555
)
655

Cash – end of period (1)
$
17

$
5

$
2,177

$
(1,161
)
$
1,038

(1)
ACE maintains two notional multicurrency cash pools (Pools) with a third-party bank. Various ACE entities participate in one or the other of the Pools, pursuant to which credit and debit balances in individual ACE accounts are translated daily into a single currency and pooled on a notional basis. Individual ACE entities are permitted to overdraw on their individual accounts provided the overall Pool balances do not fall below zero. At September 30, 2015 and December 31, 2014, the cash balance of one or more entities was negative; however, the overall Pool balances were positive.


41



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – continued (Unaudited)
ACE Limited and Subsidiaries



Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2014
ACE
Limited
(Parent
Guarantor)

ACE INA
Holdings Inc.
(Subsidiary
Issuer)

Other ACE
Limited
Subsidiaries

Consolidating
Adjustments and Eliminations

ACE
Limited
Consolidated

(in millions of U.S. dollars)
Net cash flows from operating activities
$
168

$
139

$
3,115

$
(200
)
$
3,222

Cash flows from investing activities
Purchases of fixed maturities available for sale
—

—

(11,870
)
3

(11,867
)
Purchases of fixed maturities held to maturity
—

—

(185
)
—

(185
)
Purchases of equity securities
—

—

(222
)
—

(222
)
Sales of fixed maturities available for sale
—

—

6,309

(3
)
6,306

Sales of equity securities
—

—

322

—

322

Maturities and redemptions of fixed maturities
available for sale
—

—

4,814

—

4,814

Maturities and redemptions of fixed maturities held to maturity
—

—

617

—

617

Net change in short-term investments
1

(16
)
(969
)
—

(984
)
Net derivative instruments settlements
—

53

(223
)
—

(170
)
Acquisition of subsidiaries (net of cash acquired of $4)
—

—

(172
)
—

(172
)
Capital contribution
—

(230
)
—

230

—

Other
—

(9
)
(138
)
—

(147
)
Net cash flows from (used for) investing activities
1

(202
)
(1,717
)
230

(1,688
)
Cash flows from financing activities
Dividends paid on Common Shares
(646
)
—

—

—

(646
)
Common Shares repurchased
—

—

(1,007
)
—

(1,007
)
Proceeds from issuance of long-term debt
—

699

—

—

699

Proceeds from issuance of short-term debt
—

—

1,827

—

1,827

Repayment of long-term debt
—

(500
)
(1
)
—

(501
)
Repayment of short-term debt
—

—

(1,827
)
—

(1,827
)
Proceeds from share-based compensation plans, including windfall tax benefits
—

—

94

—

94

Dividend to parent company
—

—

(200
)
200

—

Advances (to) from affiliates
97

(166
)
69

—

—

Capital contribution
—

—

230

(230
)
—

Net proceeds from (payments to) affiliated notional cash pooling programs (1)
388

32

—

(420
)
—

Policyholder contract deposits
—

—

189

—

189

Policyholder contract withdrawals
—

—

(62
)
—

(62
)
Other
—

(6
)
—

—

(6
)
Net cash flows (used for) from financing activities
(161
)
59

(688
)
(450
)
(1,240
)
Effect of foreign currency rate changes on cash and cash equivalents
—

—

(67
)
—

(67
)
Net increase (decrease) in cash
8

(4
)
643

(420
)
227

Cash – beginning of period (1)
—

16

748

(185
)
579

Cash – end of period (1)
$
8

$
12

$
1,391

$
(605
)
$
806

(1)
ACE maintains two notional multicurrency cash pools (Pools) with a third-party bank. Various ACE entities participate in one or the other of the Pools, pursuant to which credit and debit balances in individual ACE accounts are translated daily into a single currency and pooled on a notional basis. Individual ACE entities are permitted to overdraw on their individual accounts provided the overall Pool balances do not fall below zero. At September 30, 2014 and December 31, 2013, the cash balance of one or more entities was negative; however, the overall Pool balances were positive.


42

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our results of operations, financial condition, and liquidity and capital resources as of and for the three and nine months ended September 30, 2015 .

All comparisons in this discussion are to the corresponding prior year periods unless otherwise indicated.

Our results of operations and cash flows for any interim period are not necessarily indicative of our results for the full year. This discussion should be read in conjunction with our consolidated financial statements and related notes and our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2014 ( 2014 Form 10-K).

Other Information
We routinely post important information for investors on our website (www.acegroup.com) under the Investor Information section. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Securities and Exchange Commission (SEC) Regulation FD (Fair Disclosure). Accordingly, investors should monitor the Investor Information portion of our website, in addition to following our press releases, SEC filings, public conference calls, and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this report.



43



Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Any written or oral statements made by us or on our behalf may include forward-looking statements that reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks, uncertainties, and other factors that could, should potential events occur, cause actual results to differ materially from such statements. These risks, uncertainties, and other factors, which are described in more detail under Part II, Item 1A, under Risk Factors, starting on page 84 and elsewhere herein and in other documents we file with the U.S. Securities and Exchange Commission (SEC), include but are not limited to:
•
losses arising out of natural or man-made catastrophes such as hurricanes, typhoons, earthquakes, floods, climate change (including effects on weather patterns; greenhouse gases; sea; land and air temperatures; sea levels; and rain and snow), nuclear accidents, or terrorism which could be affected by:
•
the number of insureds and ceding companies affected;
•
the amount and timing of losses actually incurred and reported by insureds;
•
the impact of these losses on our reinsurers and the amount and timing of reinsurance recoverable actually received;
•
the cost of building materials and labor to reconstruct properties or to perform environmental remediation following a catastrophic event; and
•
complex coverage and regulatory issues such as whether losses occurred from storm surge or flooding and related lawsuits;
•
actions that rating agencies may take from time to time, such as financial strength or credit ratings downgrades or placing these ratings on credit watch negative or the equivalent;
•
the ability to collect reinsurance recoverable, credit developments of reinsurers, and any delays with respect thereto and changes in the cost, quality, or availability of reinsurance;
•
actual loss experience from insured or reinsured events and the timing of claim payments;
•
the uncertainties of the loss-reserving and claims-settlement processes, including the difficulties associated with assessing environmental damage and asbestos-related latent injuries, the impact of aggregate-policy-coverage limits, the impact of bankruptcy protection sought by various asbestos producers and other related businesses, and the timing of loss payments;
•
changes to our assessment as to whether it is more likely than not that we will be required to sell, or have the intent to sell, available for sale fixed maturity investments before their anticipated recovery;
•
infection rates and severity of pandemics and their effects on our business operations and claims activity;
•
developments in global financial markets, including changes in interest rates, stock markets, and other financial markets, increased government involvement or intervention in the financial services industry, the cost and availability of financing, and foreign currency exchange rate fluctuations (which we refer to in this report as foreign exchange and foreign currency exchange), which could affect our statement of operations, investment portfolio, financial condition, and financing plans;
•
general economic and business conditions resulting from volatility in the stock and credit markets and the depth and duration of potential recession;
•
global political conditions, the occurrence of any terrorist attacks, including any nuclear, radiological, biological, or chemical events, or the outbreak and effects of war, and possible business disruption or economic contraction that may result from such events;
•
judicial decisions and rulings, new theories of liability, legal tactics, and settlement terms;
•
the effects of public company bankruptcies and/or accounting restatements, as well as disclosures by and investigations of public companies relating to possible accounting irregularities, and other corporate governance issues, including the effects of such events on:
•
the capital markets;
•
the markets for directors and officers (D&O) and errors and omissions (E&O) insurance; and
•
claims and litigation arising out of such disclosures or practices by other companies;


44

•
uncertainties relating to governmental, legislative and regulatory policies, developments, actions, investigations, and treaties, which, among other things, could subject us to insurance regulation or taxation in additional jurisdictions or affect our current operations;
•
the actual amount of new and renewal business, market acceptance of our products, and risks associated with the introduction of new products and services and entering new markets, including regulatory constraints on exit strategies;
•
the competitive environment in which we operate, including trends in pricing or in policy terms and conditions, which may differ from our projections and changes in market conditions that could render our business strategies ineffective or obsolete;
•
acquisitions made by us performing differently than expected, our failure to realize anticipated expense-related efficiencies or growth from acquisitions, the impact of acquisitions on our pre-existing organization, or announced acquisitions not closing;
•
risks and uncertainties relating to our planned acquisition of The Chubb Corporation (the Chubb Merger) including our ability to complete the Chubb Merger, the availability of favorable financing necessary to complete the Chubb Merger and our ability to successfully integrate the acquired company;
•
risks associated with being a Swiss corporation, including reduced flexibility with respect to certain aspects of capital management and the potential for additional regulatory burdens;
•
the potential impact from government-mandated insurance coverage for acts of terrorism;
•
the availability of borrowings and letters of credit under our credit facilities;
•
the adequacy of collateral supporting funded high deductible programs;
•
changes in the distribution or placement of risks due to increased consolidation of insurance and reinsurance brokers;
•
material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements;
•
the effects of investigations into market practices in the property and casualty (P&C) industry;
•
changing rates of inflation and other economic conditions, for example, recession;
•
the amount of dividends received from subsidiaries;
•
loss of the services of any of our executive officers without suitable replacements being recruited in a reasonable time frame;
•
the ability of our technology resources, including information systems and security, to perform as anticipated such as with respect to preventing material information technology failures or third-party infiltrations or hacking resulting in consequences adverse to ACE or its customers or partners; and
•
management’s response to these factors and actual events (including, but not limited to, those described above).
The words “believe,” “anticipate,” “estimate,” “project,” “should,” “plan,” “expect,” “intend,” “hope,” “feel,” “foresee,” “will likely result,” or “will continue,” and variations thereof and similar expressions, identify forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future events, or otherwise.


45



Overview
ACE Limited is the Swiss-incorporated holding company of the ACE Group of Companies. ACE Limited, which is headquartered in Zurich, Switzerland, and its direct and indirect subsidiaries (collectively, the ACE Group of Companies, ACE, we, us, or our) are a global insurance and reinsurance organization, serving the needs of a diverse group of clients worldwide. At September 30, 2015 , we had total assets of $98 billion and shareholders’ equity of $29 billion . ACE opened its first business office in Bermuda, in 1985, and continues to maintain operations in Bermuda.

We operate through five business segments: Insurance – North American P&C, Insurance – North American Agriculture, Insurance – Overseas General, Global Reinsurance, and Life. For more information on our segments refer to “Segment Information” in our 2014 Form 10-K.

We have grown our business through increased premium volume, expansion of product offerings and geographic reach, and acquisitions of other companies. The Insurance – North American P&C segment has recently expanded its operations through the acquisition of the Fireman's Fund Insurance Company high net worth personal lines insurance business in the U.S. (Fireman's Fund) on April 1, 2015.

The Insurance – Overseas General segment has expanded its operations through the following acquisitions:
•
The large corporate account property and casualty (P&C) insurance business of Itaú Seguros (Itaú Seguros) (October 31, 2014); and
•
The Siam Commercial Samaggi Insurance PCL (Samaggi) (we and our local partner acquired 60.86 percent ownership on April 28, 2014, and subsequently acquired an additional 32.17 percent ownership through a mandatory tender offer, which expired on June 17, 2014).

On June 30, 2015, we entered into a definitive agreement to acquire The Chubb Corporation (Chubb), a leading provider of middle-market commercial, specialty, surety, and personal insurance. The initial purchase price, estimated at the time that we entered into the definitive agreement, was $28.3 billion based on the closing price of ACE stock on June 30, 2015 of $101.68 per share. Based on the closing price of ACE stock on September 30, 2015 of $103.40 per share, the purchase price would be approximately $28.8 billion in cash and newly issued stock. The actual purchase price and related goodwill will increase or decrease until the closing date of the acquisition based on the increase or decrease in ACE's stock price. For example, a $1 per share increase (decrease) in ACE's stock price would increase (decrease) the purchase price and related goodwill by approximately $140 million. Together, ACE and Chubb is expected to be a global leader in commercial, specialty, and personal P&C insurance. We believe the combined company will have enhanced growth and earning power compared to the two companies on a stand-alone basis.

The consolidated financial statements include results of acquired businesses from the acquisition dates. Refer to Note 2 to the Consolidated Financial Statements for additional information on our acquisitions.

Financial Highlights for the Three Months Ended September 30, 2015

•
Net income was $528 million compared with $785 million in the prior year period.
•
Total company net premiums written were down 0.4 percent, or up 5.5 percent on a constant-dollar basis.
•
The P&C combined ratio was 85.9 percent compared with 86.3 percent in the prior year period. The GAAP combined ratio was 85.8 percent compared with 87.3 percent in the prior year period.
•
The P&C current accident year combined ratio excluding catastrophe losses was 89.2 percent compared with 89.8 percent in the prior year period.
•
The P&C expense ratio was 27.1 percent compared with 27.8 percent in the prior year period.
•
Total pre-tax and after-tax catastrophe losses including reinstatement premiums were $72 million (1.7 percentage points of the combined ratio) and $59 million, respectively, compared with $86 million (2.1 percentage points of the combined ratio) and $76 million, respectively, in the prior year period.
•
Favorable prior period development (PPD) pre-tax and after-tax were $210 million (5.0 percentage points of the combined ratio) and $180 million, respectively, compared with $232 million (5.6 percentage points of the combined ratio) and $172 million, respectively, in the prior year period. Prior period development included favorable reserve development related to an individual legacy liability case reserve take-down of $79 million and an environmental liability run-off charge in our Brandywine operation of $76 million, excluding $7 million of unallocated loss adjustment expenses.


46

•
Insurance – North American P&C underwriting income included a $33 million benefit related to the transfer of the Fireman's Fund in-force business at the time of the transaction and will be non-recurring in 2016. This benefit was partially offset by purchase accounting intangible amortization of $29 million, resulting in a net $4 million pre-tax, or $3 million after-tax, increase in net income which will not recur in 2016.
•
Integration expenses related to the previously announced planned Chubb acquisition were $9 million pre-tax, or $7 million after-tax for the quarter.
•
Operating cash flow was $808 million for the quarter.
•
Net investment income was $549 million compared with $566 million in the prior year period, primarily reflecting unfavorable foreign currency movement of $11 million and a decrease in call activity in our corporate bond portfolio.
•
Shareholders' equity declined in the quarter, reflecting unfavorable foreign currency movement of $548 million, after-tax, and realized and unrealized losses in our investment and variable annuity reinsurance portfolios of $622 million, after-tax, as a result of global equity and interest rate movements.
•
On October 23, 2015, we filed a new unlimited shelf registration which allowed us to issue certain classes of debt and equity, replacing the shelf registration filed in December 2014. In addition, in October 2015, we issued $5.3 billion of senior notes, the proceeds of which are expected to be used to finance a portion of the Chubb acquisition. Refer to Note 6 to the Consolidated Financial Statements for additional information.
Consolidated Operating Results – Three and Nine Months Ended September 30, 2015 and 2014
Three Months Ended
Nine Months Ended
September 30
% Change

September 30
% Change

(in millions of U.S. dollars, except for percentages)
2015

2014

Q-15 vs.
Q-14

2015

2014

YTD-15 vs.
YTD-14

Net premiums written (1)
$
4,709

$
4,729

(0.4
)%
$
13,569

$
13,473

0.7
%
Net premiums earned (2)
4,719

4,754

(0.7
)%
13,006

13,056

(0.4
)%
Net investment income
549

566

(3.1
)%
1,662

1,675

(0.8
)%
Net realized gains (losses)
(397
)
(120
)
230.8
%
(360
)
(297
)
21.2%

Total revenues
4,871

5,200

(6.3
)%
14,308

14,434

(0.9
)%
Losses and loss expenses
2,643

2,684

(1.5
)%
7,182

7,233

(0.7
)%
Policy benefits (3)
89

125

(28.8
)%
384

383

0.3
%
Policy acquisition costs
771

825

(6.5
)%
2,205

2,311

(4.6
)%
Administrative expenses
568

554

2.5
%
1,700

1,655

2.7
%
Interest expense
68

70

(2.9
)%
207

213

(2.8
)%
Other (income) expense (3)
12

(46
)
NM

(61
)
(139
)
(56.1
)%
Amortization of intangible assets
51

27

88.9
%
136

78

74.4
%
Chubb integration expenses
9

—

NM

9

—

NM

Total expenses
4,211

4,239

(0.7
)%
11,762

11,734

0.2
%
Income before income tax
660

961

(31.3
)%
2,546

2,700

(5.7
)%
Income tax expense
132

176

(25.0
)%
395

402

(1.7
)%
Net income
$
528

$
785

(32.7
)%
$
2,151

$
2,298

(6.4
)%
NM – not meaningful
(1)
For the three and nine months ended September 30, 2015 , net premiums written increased $245 million or 5.5% and $783 million or 6.1% on a constant-dollar basis, respectively. Amounts are calculated by translating prior period results using the same local currency rates as the comparable current period.
(2)
For the three and nine months ended September 30, 2015 , net premiums earned increased $235 million or 5.2% and $625 million or 5.0% on a constant-dollar basis, respectively. Amounts are calculated by translating prior period results using the same local currency rates as the comparable current period.
(3)
Other (income) expense includes (gains) losses from fair value changes in separate account assets that do not qualify for separate account reporting under GAAP. For the three and nine months ended September 30, 2015, these (gains) losses were $49 million and $32 million compared with $6 million and $(5) million in the prior year periods, respectively. The offsetting movement in the separate account liabilities is included in Policy benefits.


47



The following tables present a breakdown of consolidated net premiums written for the periods indicated:
Three Months Ended
Nine Months Ended
September 30
% Change

September 30
% Change

(in millions of U.S. dollars, except for percentages)
2015

2014

Q-15 vs.
Q-14

2015

2014

YTD-15 vs.
YTD-14

Commercial P&C (retail and wholesale)
$
1,936

$
1,981

(2.2
)%
$
5,904

$
6,057

(2.5
)%
Personal and small commercial lines
722

591

22.2
%
2,330

1,715

35.9
%
Reinsurance
185

208

(11.5
)%
719

794

(9.5
)%
Property, casualty, and all other
2,843

2,780

2.3
%
8,953

8,566

4.5
%
Agriculture
737

764

(3.5
)%
1,204

1,346

(10.5
)%
Personal accident (A&H)
890

937

(5.2
)%
2,689

2,815

(4.5
)%
Life
239

248

(3.6
)%
723

746

(3.2
)%
Total consolidated
$
4,709

$
4,729

(0.4
)%
$
13,569

$
13,473

0.7
%
Total consolidated - constant dollars (C$) (1)
$
4,464

5.5
%
$
12,786

6.1
%
2015
% of Total

2014
% of Total

2015
% of Total

2014 % of Total

Commercial P&C (retail and wholesale)
41
%
42
%
44
%
45
%
Personal and small commercial lines
15
%
13
%
17
%
13
%
Reinsurance
4
%
4
%
5
%
5
%
Property, casualty, and all other
60
%
59
%
66
%
63
%
Agriculture
16
%
16
%
9
%
10
%
Personal accident (A&H)
19
%
20
%
20
%
21
%
Life
5
%
5
%
5
%
6
%
Total consolidated
100
%
100
%
100
%
100
%
(1)
On a constant-dollar basis. Amounts are calculated by translating prior period results using the same local currency rates as the comparable current period.

Net premiums written reflect the premiums we retain after purchasing reinsurance protection. Consolidated net premiums written decreased 0.4 percent for the three months ended September 30, 2015 and increased 0.7 percent for the nine months ended September 30, 2015 . On a constant-dollar basis, net premiums written increased 5.5 percent ( $245 million) and 6.1 percent ( $783 million), for the three and nine months ended September 30, 2015 , respectively, driven by the following:

•
Net premiums written in our Insurance – North American P&C segment increased $179 million and $544 million in constant dollars for the three and nine months ended September 30, 2015 , respectively, reflecting solid renewal retention and new business written in our risk management, A&H, surety, retail and wholesale professional, wholesale casualty, Commercial Risk Services (CRS), and personal lines divisions. These increases were partially offset by declines in our retail and wholesale property divisions, as well as in our retail casualty business, reflecting a more competitive market and rate decreases. In addition, the acquisition of Fireman's Fund high net worth personal lines business in April 2015 added $109 million and $ 487 million of growth to premiums. Included in premiums from Fireman's Fund for the nine months ended September 30, 2015 is $252 million of non-recurring unearned premium reserves recognized as written premiums at the date of purchase. Excluding the Fireman’s Fund acquisition, net premiums written increased 3.9 percent and 0.7 percent, or 4.6 percent and 1.3 percent on a constant-dollar basis for the three and nine months ended September 30, 2015 , respectively.
•
Net premiums written in our Insurance – Overseas General segment increased $91 million and $385 million in constant dollars for the three and nine months ended September 30, 2015 , respectively, reflecting organic growth across most operations. Growth in our retail operations in personal and P&C product lines was from new business writings. Included in the increase in net premiums written were contributions from the acquisition of Itaú Seguros in October 2014 and Samaggi in April 2014. For the three months ended September 30, 2015 Itaú Seguros added $39 million and for the nine months ended September 30, 2015 Itaú Seguros and Samaggi added $226 million of growth to premiums.


48

•
Net premiums written in our Life segment increased $20 million and $52 million in constant dollars for the three and nine months ended September 30, 2015 , respectively, due to new business growth in our supplemental A&H businesses and our international life business, primarily in Asia, tempered by a decline in our variable annuity reinsurance business, as there is currently no new business being written.
•
Net premiums written in our Global Reinsurance segment decreased $19 million and $57 million in constant dollars for the three and nine months ended September 30, 2015 , respectively, primarily due to lower production from competitive market conditions, partially offset by new business written, primarily in our U.S. automobile business.
•
Net premiums written in our Insurance – North American Agriculture segment decreased $27 million and $142 million for the three and nine months ended September 30, 2015 , respectively, due to lower commodity base prices. In addition, the nine months ended September 30, 2015 declined due to lower premium retention as a result of the premium-sharing formulas with the U.S. government and a non-recurring positive adjustment in 2014 to the premium estimates.

Net premiums earned for short-duration contracts, typically P&C contracts, generally reflect the portion of net premiums written that were recorded as revenues for the period as the exposure periods expire.  Net premiums earned for long-duration contracts, typically traditional life contracts, generally are recognized as earned when due from policyholders. Net premiums earned decreased 0.7 percent and 0.4 percent for the three and nine months ended September 30, 2015 , respectively, primarily reflecting the adverse impact of foreign exchange. On a constant-dollar basis, net premiums earned increased 5.2 percent and 5.0 percent for the three and nine months ended September 30, 2015 , respectively, due to the same factors driving the increase in net premiums written as described above.

In evaluating our segments excluding Life, we use the combined ratio, the loss and loss expense ratio, the policy acquisition cost ratio, and the administrative expense ratio. We calculate these ratios by dividing the respective expense amounts by net premiums earned. We do not calculate these ratios for the Life segment as we do not use these measures to monitor or manage that segment. The combined ratio is determined by adding the loss and loss expense ratio, the policy acquisition cost ratio, and the administrative expense ratio. A combined ratio under 100 percent indicates underwriting income, and a combined ratio exceeding 100 percent indicates underwriting loss.

The following table presents the components of GAAP combined ratio as well as a reconciliation of GAAP combined ratio to P&C combined ratio. The P&C combined ratio is a non-GAAP financial measure and includes the impact of realized gains and losses on crop derivatives. These derivatives were purchased to provide economic benefit, in a manner similar to reinsurance protection, in the event that a significant decline in commodity pricing impacts underwriting results. We view gains and losses on these derivatives as part of the results of our underwriting operations.

Three Months Ended
Nine Months Ended
September 30
September 30
2015

2014

2015

2014

Loss and loss expense ratio
58.7
%
59.5
%
58.3
%
58.5
%
Policy acquisition cost ratio
15.4
%
16.5
%
16.1
%
16.9
%
Administrative expense ratio
11.7
%
11.3
%
12.8
%
12.5
%
GAAP combined ratio
85.8
%
87.3
%
87.2
%
87.9
%
(Gains) losses on crop derivatives
0.1
%
(1.0
)%
—

(0.4
)%
P&C combined ratio
85.9
%
86.3
%
87.2
%
87.5
%




49




The following table presents the impact of catastrophe losses and related reinstatement premiums and prior period reserve development on our consolidated loss and loss expense ratio, including losses on crop derivatives. Loss and loss expense ratio, adjusted is a non-GAAP financial measure. The loss ratio numerator includes adjusted losses and loss expenses adjusted to exclude catastrophe losses and PPD. The loss ratio denominator includes Net premiums earned adjusted to exclude the amount of reinstatement premiums (expensed) collected. In periods where there are adjustments on loss sensitive policies, these adjustments are excluded from PPD and net earned premiums when calculating this ratio. We believe that excluding the impact of catastrophe losses and PPD provides a better evaluation of our core underwriting performance and enhances the understanding of the trends in our property & casualty business that may be obscured by these items.
Three Months Ended
Nine Months Ended
September 30
September 30
2015

2014

2015

2014

Loss and loss expense ratio, including (gains) losses on crop derivatives
58.8
%
58.5
%
58.3
%
58.1
%
Catastrophe losses and related reinstatement premiums
(1.7
)%
(2.0
)%
(2.1
)%
(1.9
)%
Prior period development
5.1
%
5.7
%
3.9
%
3.7
%
Loss and loss expense ratio, adjusted
62.2
%
62.2
%
60.1
%
59.9
%
Total net pre-tax catastrophe losses, excluding related reinstatement premiums, were $ 72 million and $ 247 million for the three and nine months ended September 30, 2015 , compared with $87 million and $220 million in the prior year periods, respectively. Catastrophe losses through September 30, 2015 were primarily related to severe weather-related events in the U.S. and Asia, a chemical plant explosion in Tianjin, China, a hailstorm in Australia, and flooding and an earthquake in Chile. Catastrophe losses related to the chemical plant explosion in Tianjin, China were $57 million gross, and $22 million, net of reinsurance. Catastrophe losses in the prior year periods were primarily related to severe weather-related events in the U.S., Japan, and Australia; flooding and hailstorms in Europe; and a hurricane in Mexico. The adjusted loss and loss expense ratio remained flat for the quarter and increased slightly for the nine months ended September 30, 2015.
Prior period development arises from changes to loss estimates recognized in the current year that relate to loss events that occurred in previous calendar years and excludes the effect of losses from the development of earned premium from previous accident years. We experienced net favorable prior period development of $ 210 million and $ 446 million for the three and nine months ended September 30, 2015 , respectively. This compares with net favorable prior period development of $232 million and $420 million in the prior year periods, respectively. Refer to “Prior Period Development” for additional information.

Policy acquisition costs consist of commissions, premium taxes, and certain underwriting costs related directly to the successful acquisition of a new or renewal insurance contract. Policy acquisition costs decreased 6.6 percent and 4.6 percent for the three and nine months ended September 30, 2015 , respectively, reflecting the favorable impact of foreign exchange.  On a constant-dollar basis, policy acquisition costs increased 2.1 percent and 3.2 percent for the three and nine months ended September 30, 2015 , respectively, reflecting lower ceded commission benefits as a result of the non-renewal of an A&H external quota share treaty and less favorable normal initial year purchase accounting adjustments in our Insurance - Overseas General segment.

Our policy acquisition cost ratio decreased for the three and nine months ended September 30, 2015 primarily due to the impact of normal initial year purchase accounting adjustments related to our acquisition of Fireman's Fund in our Insurance – North American P&C segment. The non-recurring UPR transfer, discussed in our Insurance – North American P&C segment, benefited the policy acquisition cost ratio by 0.8 percentage points and 0.7 percentage points for the three and nine months ended September 30, 2015 , respectively. As a result of purchase accounting requirements, the unearned premiums at the date of purchase related to the businesses acquired are recognized over the remaining coverage period with no expense for the associated historical acquisition costs that were incurred to underwrite those policies, thereby favorably impacting the policy acquisition cost ratio.

Our administrative expense ratio increased for the three and nine months ended September 30, 2015 primarily due to increased spending to support growth and the integration costs associated with the Fireman's Fund acquisition.

Chubb integration expenses were $9 million for the three and nine months ended September 30, 2015 and include legal and professional fees and all costs directly related to the integration activities of the planned Chubb acquisition.



50

Our effective income tax rate, which we calculate as income tax expense divided by income before income tax, is dependent upon the mix of earnings from different jurisdictions with various tax rates. A change in the geographic mix of earnings would change the effective income tax rate. Our effective income tax rate was 20.0 percent and 15.5 percent for the three and nine months ended September 30, 2015 , respectively. Our effective income tax rate was 18.3 percent and 14.9 percent for the three and nine months ended September 30, 2014 , respectively. The increase in the effective rate is primarily due to a higher percentage of realized losses being generated in lower tax paying jurisdictions. The lower tax rates attributed to our foreign operations primarily reflect the lower corporate tax rates that prevail outside of the U.S. During the three and nine months ended September 30, 2015 , approximately 57 percent and 63 percent, respectively of our total pre-tax income was tax effected based on these lower rates compared with 59 percent and 66 percent for the three and nine months ended September 30, 2014 , respectively. The significant jurisdictions outside of the U.S. include the U.K., Switzerland, and Bermuda with effective federal income tax rates in those countries of 20.25 percent, 7.83 percent, and 0.0 percent, respectively.

Prior Period Development
The following tables summarize (favorable) and adverse prior period development (PPD) by segment. Long-tail lines include lines such as workers' compensation, general liability, and professional liability; while short-tail lines include lines such as most property lines, energy, personal accident, aviation, marine (including associated liability-related exposures) and agriculture. Significant prior period movements by segment, principally driven by reserve reviews completed during each respective period, are discussed in more detail below. The remaining net development for long-tail and short-tail business for each segment comprises numerous favorable and adverse movements across a number of lines and accident years, none of which is significant individually or in the aggregate.
Three Months Ended September 30
Long-tail

Short-tail

Total

% of net
unpaid
reserves (1)

(in millions of U.S. dollars, except for percentages)
2015
Insurance – North American P&C
$
53

$
(3
)
$
50

0.3
%
Insurance – North American Agriculture
—

(5
)
(5
)
1.3
%
Insurance – Overseas General
(149
)
(28
)
(177
)
2.2
%
Global Reinsurance
(66
)
(12
)
(78
)
4.5
%
Total
$
(162
)
$
(48
)
$
(210
)
0.8
%
2014
Insurance – North American P&C
$
25

$
(14
)
$
11

0.1
%
Insurance – North American Agriculture
—

(3
)
(3
)
0.7
%
Insurance – Overseas General
(185
)
(34
)
(219
)
2.6
%
Global Reinsurance
(26
)
5

(21
)
1.1
%
Total
$
(186
)
$
(46
)
$
(232
)
0.9
%
(1) Calculated based on the segment's total beginning of period net unpaid loss and loss expenses reserves.


51



Nine Months Ended September 30
Long-tail

Short-tail

Total

% of net
unpaid
reserves (1)

(in millions of U.S. dollars, except for percentages)
2015
Insurance – North American P&C
$
(1
)
$
(19
)
$
(20
)
0.1
%
Insurance – North American Agriculture
—

(38
)
(38
)
6.6
%
Insurance – Overseas General
(148
)
(121
)
(269
)
3.3
%
Global Reinsurance
(106
)
(13
)
(119
)
6.4
%
Total
$
(255
)
$
(191
)
$
(446
)
1.7
%
2014
Insurance – North American P&C
$
(55
)
$
(41
)
$
(96
)
0.6
%
Insurance – North American Agriculture
—

35

35

7.0
%
Insurance – Overseas General
(181
)
(124
)
(305
)
3.7
%
Global Reinsurance
(49
)
(5
)
(54
)
2.5
%
Total
$
(285
)
$
(135
)
$
(420
)
1.6
%
(1) Calculated based on the segment's total beginning of period net unpaid loss and loss expenses reserves.

Insurance – North American P&C
2015
For the three months ended September 30, 2015 , net adverse PPD was $50 million , driven principally by adverse development of $83 million in Brandywine, including $76 million for environmental liabilities and $7 million for unallocated loss adjustment expenses, impacting the 1995 and prior accident years. Development in environmental was due to case specific settlements and both higher than expected remediation expense and defense costs. These higher costs impacted both large modeled accounts as well as small accounts.

For the nine months ended September 30, 2015 , net favorable PPD was $20 million , which was the net result of several underlying favorable and adverse movements, driven by the following principal changes:

•
Net favorable development of $1 million in long-tail business, primarily from:
•
Favorable development of $32 million in our auto liability excess lines and $26 million in our general liability product lines primarily impacting the 2010 accident year, resulting from lower than expected loss emergence and an increase in weighting applied to experience-based methods;

•
Net favorable development of $22 million in our workers’ compensation lines with favorable development of $52 million in the 2014 accident year related to our annual assessment of multi-claimant events including industrial accidents. Consistent with prior years, we reviewed these potential exposures after the close of the accident year to allow for late reporting or identification of significant losses. Adverse development of $30 million impacting the 2009 and prior accident years was due to a combination of claim-specific deteriorations and higher than expected loss emergence. There was additional adverse development in the 2014 accident year due to revised account-level estimates, which proved to be higher than our original aggregate expectations;

•
Favorable development of $24 million in our surety business due to lower than expected claims emergence primarily in the 2013 accident year; and

•
Adverse development of $139 million in our Brandywine environmental and run-off portfolios, including $76 million for environmental liabilities and $41 million primarily in general and products liability lines, and $22 million of unallocated loss adjustment expenses, impacting the 1995 and prior accident years. Development in environmental was due to the same factors experienced for the three months ended September 30, 2015 as described above. Run-off lines development was primarily due to higher than expected loss activity.



52

2014
For the three months ended September 30, 2014 , net adverse PPD was $11 million , which was the net result of several underlying favorable and adverse movements, driven by the following principal changes:

•
Net adverse development of $25 million in long-tail business, primarily from:

•
Favorable development of $40 million in our medical risk operations, primarily impacting the 2009 and 2010 accident years. Paid and reported loss activity for these businesses has been less than previously expected. In addition, we have also increased our weighting towards experience-based methods for several accident years resulting in a reduction in our estimate of losses for those years;

•
Favorable development of $33 million in our financial solutions business, primarily in the 2010 and prior accident years. Net favorable development principally resulted from the recognition of lower than expected loss activity on two large excess liability transactions;

•
Net adverse development of $26 million in our workers’ compensation lines, with adverse development in the 2013 accident year and favorable development in accident years 2009 and 2010. Adverse development in the 2013 accident year is being driven by one large account which is experiencing higher than expected claims frequency and severity; and

•
Adverse development of $69 million in Brandywine, including adverse development of $61 million for environmental liabilities and adverse development of $8 million for other exposures including unallocated loss adjustment expenses for the run-off operations, impacting accident years 1996 and prior. Adverse development in environmental was largely a function of changes in individual account estimates for a small number of insureds experiencing higher costs to remediate as well as higher defense costs.
•
Net favorable development of $14 million in short-tail business, primarily driven by net favorable development of $20 million in our energy and technical risk property business, primarily impacting the 2012 and 2013 accident years. Across most lines, paid and reported loss activity was lower than expected.

For the nine months ended September 30, 2014 , net favorable PPD was $96 million , which was the net result of several underlying favorable and adverse movements, driven by the following principal changes:

•
Net favorable development of $55 million in long-tail business, primarily from:

•
Favorable development of $67 million in our excess casualty and umbrella businesses. Resolution of a disputed matter on an individual claim led to a release of $42 million in the 2003 accident year, and lower than expected reported activity across a number of years drove the remaining improvement;

•
Favorable development of $40 million in our medical risk operations due to the same factors experienced for the three months ended September 30, 2014 as described above;

•
Favorable development of $33 million in our financial solutions business due to the same factors experienced for the three months ended September 30, 2014 as described above;

•
Favorable development of $26 million in our surety business, primarily from favorable claims emergence in the 2012 accident year;

•
Adverse development of $26 million in our workers’ compensation lines due to the same factors experienced for the three months ended September 30, 2014 as described above;

•
Net favorable development of $21 million in our auto liability excess lines primarily impacting the 2009 accident year. Reported activity on loss and allocated loss expenses was lower than expected based on estimates from our prior review and original pricing assumptions; and



53



•
Adverse development of $105 million in Brandywine environmental and run-off portfolios, primarily in general and products liability and workers’ compensation lines, including unallocated loss adjustment expenses, impacting the 1996 and prior accident years. Adverse development in environmental was largely a function of changes in individual account estimates for a small number of insureds experiencing higher costs to remediate as well as higher defense costs. Adverse development in individual accounts and specific claims emergence drove the increase in general liability and workers' compensation.

•
Net favorable development of $41 million in short-tail business, driven by net favorable development of $20 million in our energy and technical risk property business, due to the same factors experienced for the three months ended September 30, 2014 as described above.

Insurance – North American Agriculture
For the three months ended September 30, 2015 , net favorable PPD was $5 million compared with $3 million in the prior year period across a number of accident years, none of which was significant individually or in the aggregate.
For the nine months ended September 30, 2015 , net favorable PPD was $38 million compared with adverse PPD of $35 million in the prior year period. Actual claim development in the first quarter of 2015 for the 2014 crop year for the Multiple Peril Crop Insurance (MPCI) business was favorable due to better than expected crop yield results in certain states at year-end 2014. Actual claim development in the first quarter of 2014 for the 2013 crop year for the MPCI business was adverse due to worse than expected crop yield results in certain states at year-end 2013.

Insurance – Overseas General
2015
For the three months ended September 30, 2015 , net favorable PPD was $177 million , which was the net result of several underlying favorable and adverse movements, driven by the following principal changes:

•
Net favorable development of $149 million in long-tail business, primarily from:

•
Net favorable development of $119 million, primarily in casualty and financial lines with favorable development of $150 million in accident years 2011 and prior, resulting from lower than expected loss emergence, and adverse development of $31 million in accident years 2012 to 2014, primarily due to large loss experience in the U.K. and Europe; and

•
Favorable development of $26 million on an individual legacy liability case reserve take-down. This release follows a legal analysis completed in the third quarter of 2015, based on court opinion in the quarter and discussions with defense counsel, which concluded that these reserves were no longer required.

•
Net favorable development of $28 million in short-tail business, primarily in aviation lines. Favorable development in accident years 2011 and prior was due to lower than expected loss emergence, while adverse development in accident years 2013 and 2014 was from adverse experience in airlines and large losses in airport liability lines.

For the nine months ended September 30, 2015 , net favorable PPD was $269 million , which was the net result of several underlying favorable and adverse movements, driven by the following principal changes:

•
Net favorable development of $148 million in long-tail business due primarily to the same factors experienced for the three months ended September 30, 2014 as described above.

•
Favorable development of $121 million in short-tail lines, primarily from:

•
Favorable development of $73 million primarily in property and marine lines. Unfavorable large loss experience in accident year 2014 led to a $19 million increase. Favorable development on specific claims and additional credibility assigned to accident years 2013 and prior favorable indications led to a $91 million reduction;

•
Favorable development of $28 million, primarily in aviation lines, due to the same factors experienced for the three months ended September 30, 2015 as described above; and

•
Favorable development of $20 million in consumer business mainly in Latin America and Asia Pacific, resulting from favorable development and additional credibility assigned to accident years 2012 and 2013.


54


2014
For the three months ended September 30, 2014 , net favorable PPD was $219 million which was the net result of several underlying favorable and adverse movements, driven by the following principal changes:

•
Net favorable development of $185 million in long-tail business, primarily from:

•
Net favorable development of $104 million in casualty lines with favorable development of $149 million in accident years 2010 and prior due to favorable loss experience and adverse development of $45 million in accident years 2011 to 2013, predominantly due to large loss experience in U.K. primary and excess lines;

•
Favorable development of $52 million on an individual legacy liability case reserve take-down.  This release follows discussions with defense counsel, a review of key legal briefing, and a coverage analysis, all of which was completed in the third quarter of 2014 and after which it was concluded that these reserves were no longer required; and

•
Net favorable development of $28 million in financial lines with favorable development of $99 million in accident years 2010 and prior due to favorable loss experience and adverse development of $71 million in accident years 2011 to 2013. The adverse development was primarily due to large loss experience in D&O and financial institutions.

•
Favorable development of $34 million in short-tail business, primarily in aviation lines. Favorable loss experience was mainly in accident years 2008 to 2011 in the aviation products, airlines and airport liability lines.

For the nine months ended September 30, 2014 , net favorable PPD was $305 million which was the net result of several underlying favorable and adverse movements, driven by the following principal changes:

•
Net favorable development of $181 million in long-tail business due primarily to the same factors experienced for the three months ended September 30, 2014 as described above.

•
Favorable development of $124 million in short-tail lines, primarily from:

•
Favorable development of $49 million in property lines with favorable development of $29 million in accident year 2013 due to favorable large loss experience, and favorable development of $20 million in accident years 2012 and prior due to favorable development on specific claims and an increase in weighting applied to experience based methods;
•
Favorable development of $30 million in aviation lines due to the same factors experienced for the three months ended September 30, 2014 as described above; and

•
Favorable development of $35 million in marine and personal lines with favorable development of $25 million in accident years 2010 to 2013 due to an increase in weighting applied to experience based methods and favorable development of $10 million in accident years 2009 and prior due to case specific claim reductions.

Global Reinsurance
2015
For the three months ended September 30, 2015 , net favorable PPD was $78 million , which includes favorable development of $54 million, comprised of $42 million in long-tail lines and $12 million in short-tail lines, on an individual legacy liability case reserve take-down. This release follows a legal analysis completed in the third quarter of 2015, based on court opinion in the quarter and discussions with defense counsel, which concluded that these reserves were no longer required.

For the nine months ended September 30, 2015, net favorable PPD was $119 million, which was the result of favorable development of $54 million on an individual legacy liability case reserve take-down as described above and favorable development of $23 million in casualty lines primarily impacting treaty years 2009 and prior principally resulting from lower than expected loss emergence combined with an increase in weighting to experience-based methods.



55



2014
For the three and nine months ended September 30, 2014 , net favorable PPD was $21 million and $54 million , respectively, which was the net result of several underlying favorable and adverse movements across a number of lines and across a number of treaty years, none of which was significant individually or in the aggregate.
Segment Operating Results – Three and Nine Months Ended September 30, 2015 and 2014
We operate through five business segments: Insurance – North American P&C, Insurance – North American Agriculture, Insurance – Overseas General, Global Reinsurance, and Life. For additional information on our segments refer to “Segment Information” in our 2014 Form 10-K under Item 1. The discussions that follow include tables that show our segment operating results for the three and nine months ended September 30, 2015 and 2014 .

Insurance – North American

Insurance – North American P&C
The Insurance – North American P&C segment comprises our operations in the U.S., Canada, and Bermuda. This segment includes our retail divisions: ACE USA (including ACE Canada), ACE Commercial Risk Services (CRS), and ACE Private Risk Services, which includes the Fireman’s Fund high net worth personal lines business acquired effective April 1, 2015; our wholesale and specialty divisions: ACE Westchester and ACE Bermuda; and various run-off operations, including Brandywine Holdings Corporation (Brandywine).
Three Months Ended
Nine Months Ended
September 30
% Change

September 30
% Change

(in millions of U.S. dollars, except for percentages)
2015

2014

Q-15 vs.
Q-14

2015

2014

YTD-15 vs.
YTD-14

Net premiums written
$
1,711

$
1,541

11.0
%
$
5,116

$
4,594

11.3
%
Net premiums earned
1,682

1,518

10.7
%
4,896

4,547

7.7
%
Losses and loss expenses
1,175

1,053

11.6
%
3,330

3,009

10.7
%
Policy acquisition costs
155

169

(8.3
)%
446

480

(7.1
)%
Administrative expenses
192

165

16.4
%
552

501

10.2
%
Underwriting income
160

131

22.1
%
568

557

2.0
%
Net investment income
266

277

(4.0
)%
798

812

(1.7
)%
Net realized gains (losses)
(33
)
(5
)
NM

(39
)
(25
)
56.0
%
Interest expense
3

2

50.0
%
7

7

—

Other (income) expense
(16
)
(31
)
(48.4
)%
(32
)
(75
)
(57.3
)%
Amortization of intangible assets
31

—

NM

63

—

NM

Income tax expense
70

73

(4.1
)%
239

247

(3.2
)%
Net income
$
305

$
359

(15.0
)%
$
1,050

$
1,165

(9.9
)%
Loss and loss expense ratio
69.9
%
69.3
%
68.0
%
66.2
%
Policy acquisition cost ratio
9.2
%
11.1
%
9.1
%
10.5
%
Administrative expense ratio
11.4
%
11.0
%
11.3
%
11.1
%
Combined ratio
90.5
%
91.4
%
88.4
%
87.8
%
Net premiums written increased for the three and nine months ended September 30, 2015, primarily due to growth in our risk management, A&H, surety, and professional lines of businesses in our retail division reflecting solid renewal retention and new business. There was also growth in our wholesale casualty and professional lines businesses. Our small specialty division (CRS) grew due to higher new business reflecting increased submission activity and the introduction of new products, as well as due to strong premium renewal retention. Our personal lines division, specifically products offered through ACE Private Risk Services also generated higher premiums. These increases were partially offset by declines in our retail and wholesale property divisions and in our retail casualty business reflecting a more competitive market and rate decreases. Net premiums written for the nine months ended September 30, 2014 were favorably impacted by lower excess of loss premiums ceded under our 2014 catastrophe reinsurance program of $32 million. In addition, the acquisition of Fireman's Fund high net worth personal lines


56

business in April 2015, added $109 million and $487 million, of growth to premiums for the three and nine months ended September 30, 2015, respectively. Excluding the Fireman’s Fund acquisition, net premiums written increased 3.9 percent and 0.7 percent, for the three and nine months ended September 30, 2015, respectively. Foreign exchange adversely impacted growth by $9 million (0.7 percent) and $23 million (0.6 percent) for the three and nine months ended September 30, 2015, respectively.

Net premiums written for the nine months ended September 30, 2015 included $252 million of non-recurring unearned premium reserves (UPR) recognized as written premiums at the date of the Fireman’s Fund acquisition. Underwriting income for the three and nine months ended September 30, 2015 included a $33 million and $82 million benefit, respectively, related to the initial UPR transfer as unearned premiums at the date of transfer are recognized over the remaining coverage period with no associated expense for the historical acquisition costs. These costs are eliminated in purchase accounting. This underwriting benefit was partially offset by the amortization of the intangible asset related to this UPR of $29 million and $58 million, respectively, for a pre-tax net income impact of $4 million ($3 million after-tax) and $24 million ($18 million after-tax) for the three and nine months ended September 30, 2015, respectively. The remaining expected net income benefit of $4 million ($6 million pre-tax) is expected to be earned in the fourth quarter of 2015.  This expected net income benefit related to the initial UPR transfer is comprised of an expected underwriting income benefit of $19 million, partially offset by the expected intangible asset amortization of $13 million in the fourth quarter of 2015.
Net premiums earned increased for the three and nine months ended September 30, 2015 primarily due to the same factors driving the increase in net premiums written as described above.
The following tables present a line of business breakdown of Insurance – North American P&C net premiums earned:
Three Months Ended
Nine Months Ended
September 30
% Change

September 30
% Change

(in millions of U.S. dollars, except for percentages)
2015

2014

Q-15 vs.
Q-14

2015

2014

YTD-15 vs.
YTD-14

Commercial P&C (retail and wholesale)
$
1,192

$
1,182

0.8
%
$
3,587

$
3,567

0.6
%
Personal and small commercial lines
382

231

65.3
%
998

673

48.2
%
Personal accident (A&H)
108

105

1.8
%
311

307

1.3
%
Net premiums earned
$
1,682

$
1,518

10.7
%
$
4,896

$
4,547

7.7
%
2015
% of Total

2014
% of Total


2015
% of Total

2014
% of Total


Commercial P&C (retail and wholesale)
71
%
78
%
73
%
78
%
Personal and small commercial lines
23
%
15
%
21
%
15
%
Personal accident (A&H)
6
%
7
%
6
%
7
%
Net premiums earned
100
%
100
%
100
%
100
%
The following table presents the impact of catastrophe losses and related reinstatement premiums and prior period reserve development on our loss and loss expense ratio:
Three Months Ended
Nine Months Ended
September 30
September 30
2015

2014

2015

2014

Loss and loss expense ratio, as reported
69.9
%
69.3
%
68.0
%
66.2
%
Catastrophe losses and related reinstatement premiums
(1.3
)%
(2.3
)%
(2.5
)%
(2.3
)%
Prior period development
(2.9
)%
(0.1
)%
0.5
%
2.3
%
Loss and loss expense ratio, adjusted
65.7
%
66.9
%
66.0
%
66.2
%

Net pre-tax catastrophe losses, excluding reinstatement premiums, were $ 22 million and $121 million for the three and nine months ended September 30, 2015 , compared with $35 million and $103 million in the prior year periods, respectively. Catastrophe losses through September 30, 2015 were primarily from severe weather-related events in the U.S., including the California wildfires, and civil unrest in Baltimore, Maryland. Catastrophe losses through September 30, 2014 were primarily from severe weather-related events in the U.S. and a hurricane in Mexico. Net prior period development was $ 50 million


57



unfavorable and $ 20 million favorable for the three and nine months ended September 30, 2015 , respectively, compared with $ 11 million unfavorable and $96 million favorable in the prior year periods, respectively. Prior period development included adverse development of $83 million and $139 million, compared to $69 million and $105 million, respectively, including unallocated loss adjustment expenses, principally in our Brandywine environmental portfolio, for the three and nine months ended September 30, 2015 and 2014, respectively. Refer to “Prior Period Development” for additional information. The adjusted loss and loss expense ratio improved for the three and nine months ended September 30, 2015 reflecting the favorable impact of the acquisition of Fireman’s Fund personal lines business which carries a lower loss ratio. Excluding the impact of the acquisition, the adjusted loss and loss expense ratio remained relatively flat for the three months ended September 30, 2015 and increased 0.7 percentage points for the nine months ended September 30, 2015 due to lower excess of loss premiums ceded in the prior year from the 2014 catastrophe reinsurance program discussed above.

The policy acquisition cost ratio decreased for the three and nine months ended September 30, 2015 , primarily due to the impact of normal initial year purchase accounting adjustments related to our Fireman's Fund acquisition. As a result of purchase accounting requirements, the unearned premiums at the date of purchase related to the businesses acquired are recognized over the remaining coverage period with no expense for the associated historical acquisition costs that were incurred to underwrite those policies, thereby favorably impacting the policy acquisition cost ratio. The non-recurring UPR transfer noted above benefited the policy acquisition cost ratio, by 2.0 percentage points and 1.7 percentage points for the three and nine months ended September 30, 2015 , respectively. Excluding the Fireman’s Fund acquisition the policy acquisition cost ratio was relatively flat for the three months ended September 30, 2015 and increased slightly for the nine months ended September 30, 2015 due to a change in the mix of business.
The administrative expense ratio increased for the three and nine months ended September 30, 2015 due to the integration costs associated with the Fireman's Fund acquisition as well as increased spending to support growth.

Insurance – North American Agriculture
The Insurance – North American Agriculture segment comprises our North American based businesses that provide a variety of coverages in the U.S. and Canada including crop insurance, primarily MPCI and crop-hail through Rain and Hail, as well as farm and ranch and specialty P&C commercial insurance products and services through our ACE Agribusiness unit.
Three Months Ended
Nine Months Ended
September 30
% Change

September 30
% Change

(in millions of U.S. dollars, except for percentages)
2015

2014

Q-15 vs.
Q-14

2015

2014

YTD-15 vs.
YTD-14

Net premiums written
$
737

$
764

(3.5
)%
$
1,204

$
1,346

(10.5
)%
Net premiums earned
739

766

(3.6
)%
1,124

1,199

(6.3
)%
Losses and loss expenses (1)
624

641

(2.7
)%
919

1,048

(12.3
)%
Policy acquisition costs
42

41

2.4
%
61

69

(11.6
)%
Administrative expenses
—

3

NM

3

5

(40.0
)%
Underwriting income
73

81

(9.9
)%
141

77

83.1
%
Net investment income
5

6

(16.7
)%
17

19

(10.5
)%
Other (income) expense
(1
)
(1
)
—

1

—

NM

Amortization of intangible assets
8

8

—

22

24

(8.3
)%
Income tax expense (benefit)
15

23

(34.8
)%
29

21

38.1
%
Net income
$
56

$
57

(1.8
)%
$
106

$
51

107.8
%
Loss and loss expense ratio
84.5
%
83.7
%
81.8
%
87.4
%
Policy acquisition cost ratio
5.7
%
5.4
%
5.4
%
5.8
%
Administrative expense ratio
—

0.4
%
0.3
%
0.4
%
Combined ratio
90.2
%
89.5
%
87.5
%
93.6
%
(1)
(Gains) losses on crop derivatives were $4 million and $6 million for the three and nine months ended September 30, 2015 and $(45) million and $(51) million for the prior year periods, respectively. These (gains) losses are reclassified from Net realized gains (losses) to Losses and loss expenses for purposes of presenting Insurance – North American Agriculture underwriting income. Refer to Note 7 and Note 10 to the Consolidated Financial Statements for more information on these derivatives.


58

Net premiums written decreased for the three and nine months ended September 30, 2015 primarily due to lower commodity base prices used in our 2015 policy pricing. In addition, the nine months ended September 30, 2015 decreased due to lower premium retention as a result of the premium-sharing formulas with the U.S. government and a non-recurring positive adjustment in 2014 to these premium estimates. Under the government's crop insurance profit and loss calculation formula, we retained more premiums for the first quarter of 2014 as the 2013 crop year losses were higher.
Net premiums earned decreased for the three and nine months ended September 30, 2015 primarily due to the same factors driving the decrease in net premiums written as described above.

The following table presents the impact of catastrophe losses and related reinstatement premiums and prior period reserve development on our loss and loss expense ratio:
Three Months Ended
Nine Months Ended
September 30
September 30
2015

2014

2015

2014

Loss and loss expense ratio, as reported
84.5
%
83.7
%
81.8
%
87.4
%
Catastrophe losses and related reinstatement premiums
—

(0.3
)%
(0.7
)%
(1.0
)%
Prior period development
0.6
%
0.4
%
3.3
%
(3.5
)%
Loss and loss expense ratio, adjusted
85.1
%
83.8
%
84.4
%
82.9
%

Net pre-tax catastrophe losses, were nil and $ 8 million for the three and nine months ended September 30, 2015 , compared with $2 million and $12 million in the prior year periods, respectively. Net favorable prior period development was $5 million and $ 38 million for the three and nine months ended September 30, 2015 , respectively. For the nine months ended September 30, 2015 , the prior period development amount included a decrease in incurred losses of $36 million for lower than expected MPCI losses for the 2014 crop year, partially offset by a $3 million decrease in net premiums earned related to the government's crop insurance profit and loss calculation formula. For the three and nine months ended September 30, 2014, net prior period development was $3 million favorable and $35 million unfavorable, respectively. For the nine months ended September 30, 2014 , the prior period development included an increase in incurred losses of $75 million for higher than expected MPCI losses for the 2013 crop year, as well as $36 million of favorable increase in net premiums earned related to the government's crop insurance profit and loss calculation formula. Refer to “Prior Period Development” for additional information. The adjusted loss and loss expense ratio was higher for the three and nine months ended September 30, 2015 principally due to relatively flat unallocated loss adjustment expenses with lower earned premiums.

The policy acquisition cost ratio increased slightly for the quarter and decreased for the nine months ended September 30, 2015. The ratio increased in the quarter primarily due to lower agent profit sharing commission accruals in the prior year period. The year to date ratio benefited from lower agent profit sharing commission accruals in the current year.

The administrative expense ratio decreased for the three and nine months ended September 30, 2015 due to lower expenses incurred that outpaced the reduction in net premiums earned. In addition, higher A&O reimbursements on the MPCI business contributed to the decrease in the administrative expense ratio for the nine months ended September 30, 2015.




59



Insurance – Overseas General
The Insurance – Overseas General segment comprises ACE International, ACE Global Markets (AGM), and the international supplemental A&H business of Combined Insurance. ACE International comprises our retail commercial P&C, A&H, and personal lines businesses serving territories outside the U.S., Bermuda, and Canada. AGM comprises the segment's London-based wholesale insurance business for excess and surplus lines; this includes Lloyd’s of London Syndicate 2488. The reinsurance operations of AGM are included in the Global Reinsurance segment.
Three Months Ended
Nine Months Ended
September 30
% Change

September 30
% Change

(in millions of U.S. dollars, except for percentages)
2015

2014

Q-15 vs.
Q-14

2015

2014

YTD-15 vs.
YTD-14

Net premiums written (1)
$
1,584

$
1,719

(7.9
)%
$
5,047

$
5,250

(3.9
)%
Net premiums earned
1,615

1,726

(6.4
)%
4,896

5,047

(3.0
)%
Losses and loss expenses
674

707

(4.7
)%
2,304

2,354

(2.1
)%
Policy acquisition costs
405

418

(3.1
)%
1,190

1,206

(1.3
)%
Administrative expenses
246

258

(4.7
)%
756

764

(1.0
)%
Underwriting income (2)
290

343

(15.5
)%
646

723

(10.7
)%
Net investment income
132

130

1.5
%
409

398

2.8
%
Net realized gains (losses)
(13
)
(75
)
(82.7
)%
(10
)
(71
)
(85.9
)%
Interest expense
1

2

(50.0
)%
3

4

(25.0
)%
Other (income) expense
(6
)
(13
)
(53.8
)%
(19
)
(44
)
(56.8
)%
Amortization of intangible assets
12

19

(36.8
)%
50

52

(3.8
)%
Income tax expense
76

97

(21.6
)%
197

189

4.2
%
Net income
$
326

$
293

11.3
%
$
814

$
849

(4.1
)%
Loss and loss expense ratio
41.7
%
40.9
%
47.1
%
46.6
%
Policy acquisition cost ratio
25.1
%
24.3
%
24.3
%
23.9
%
Administrative expense ratio
15.2
%
14.9
%
15.4
%
15.2
%
Combined ratio
82.0
%
80.1
%
86.8
%
85.7
%
(1)
For the three and nine months ended September 30, 2015 , net premiums written increased $ 91 million or 6.1% and $ 385 million or 8.3% on a constant-dollar basis, respectively. Amounts are calculated by translating prior period results using the same local currency rates as the comparable current period.
(2)
For the three and nine months ended September 30, 2015 , underwriting income decreased $20 million and $6 million on a constant-dollar basis, respectively. Amounts are calculated by translating prior period results using the same local currency rates as the comparable current period
Net premiums written decreased for the three and nine months ended September 30, 2015 primarily reflecting the adverse impact of foreign exchange. On a constant-dollar basis, net premiums written increased for the three and nine months ended September 30, 2015 , reflecting organic growth across most operations. Growth in our retail operations for personal and P&C product lines was from new business writings. Included in the increase in net premiums written, were contributions from the acquisition of Itaú Seguros in October 2014, which added $39 million for the three months ended September 30, 2015 . For the nine months ended September 30, 2015 the acquisitions of Itaú Seguros and Samaggi, in April 2014, added $226 million of premiums.
Net premiums earned decreased for the three and nine months ended September 30, 2015 , primarily reflecting the adverse impact of foreign exchange. On a constant-dollar basis, net premiums earned increased for the three and nine months ended September 30, 2015 primarily due to the same factors driving the increase in net premiums written as described above.


60

Insurance – Overseas General conducts business internationally and in most major foreign currencies. The following tables present a line of business and regional breakdown of Insurance – Overseas General net premiums earned:
Three Months Ended September 30
% Change
(in millions of U.S. dollars, except for percentages)
2015

2015
% of Total

2014

2014
% of Total

C$ (1)
2014

Q-15 vs.
Q-14

C$ (1)
Q-15 vs.
Q-14

Line of Business
Commercial P&C (retail and wholesale)
$
772

48
%
$
797

46
%
$
712

(3.1
)%
8.4
%
Personal and small commercial lines
320

20
%
341

20
%
284

(6.2
)%
12.8
%
Personal accident (A&H)
523

32
%
588

34
%
502

(11.1
)%
3.9
%
Net premiums earned
$
1,615

100
%
$
1,726

100
%
$
1,498

(6.4
)%
7.8
%
Region
Europe / U.K. (2)
$
710

43
%
$
778

45
%
$
695

(8.7
)%
2.2
%
Asia Pacific
397

25
%
420

24
%
369

(5.5
)%
7.6
%
Far East
94

6
%
112

7
%
93

(16.1
)%
1.1
%
Latin America
414

26
%
416

24
%
341

(0.5
)%
21.4
%
Net premiums earned
$
1,615

100
%
$
1,726

100
%
$
1,498

(6.4
)%
7.8
%
Nine Months Ended September 30
% Change
(in millions of U.S. dollars, except for percentages)
2015

2015
% of Total

2014

2014
% of Total

C$ (1)
2014

YTD-15 vs.
YTD-14

C$ (1)
YTD-15 vs.
YTD-14

Line of Business
Commercial P&C (retail and wholesale)
$
2,335

48
%
$
2,358

47
%
$
2,134

(1.0
)%
9.4
%
Personal and small commercial lines
987

20
%
964

19
%
826

2.4
%
19.4
%
Personal accident (A&H)
1,574

32
%
1,725

34
%
1,512

(8.8
)%
4.1
%
Net premiums earned
$
4,896

100
%
$
5,047

100
%
$
4,472

(3.0
)%
9.5
%
Region
Europe / U.K. (2)
$
2,109

42
%
$
2,331

46
%
$
2,075

(9.5
)%
1.6
%
Asia Pacific
1,207

25
%
1,158

23
%
1,060

4.2
%
13.9
%
Far East
281

6
%
326

7
%
277

(13.8
)%
1.4
%
Latin America
1,299

27
%
1,232

24
%
1,060

5.4
%
22.5
%
Net premiums earned
$
4,896

100
%
$
5,047

100
%
$
4,472

(3.0
)%
9.5
%
(1) On a constant-dollar basis.  Amounts are calculated by translating prior period results using the same local currency rates as the comparable current period.
(2) Europe/U.K. includes Eurasia and Africa region.

The following table presents the impact of catastrophe losses and related reinstatement premiums and prior period reserve development on our loss and loss expense ratio:
Three Months Ended
Nine Months Ended
September 30
September 30
2015

2014

2015

2014

Loss and loss expense ratio, as reported
41.7
%
40.9
%
47.1
%
46.6
%
Catastrophe losses and related reinstatement premiums
(2.5
)%
(2.3
)%
(2.1
)%
(1.6
)%
Prior period development
11.0
%
12.7
%
5.5
%
6.1
%
Loss and loss expense ratio, adjusted
50.2
%
51.3
%
50.5
%
51.1
%

Net pre-tax catastrophe losses, excluding reinstatement premiums, were $ 39 million and $ 102 million for the three and nine months ended September 30, 2015 , compared with $39 million and $82 million in the prior year periods, respectively. Catastrophe losses through September 30, 2015 were primarily related to a chemical plant explosion in Tianjin, China, a


61



hailstorm in Australia, flooding and an earthquake in Chile, and severe storms in Asia. Catastrophe losses through September 30, 2014 were primarily related to a hurricane in Mexico, flooding in Europe and severe storms in Japan. Net favorable prior period development was $177 million and $ 269 million for the three and nine months ended September 30, 2015 , compared with $219 million and $305 million in the prior year periods, respectively. Refer to “Prior Period Development” for additional information. The adjusted loss and loss expense ratio improved for the three and nine months ended September 30, 2015 . The prior year ratio was unfavorably impacted by higher non-catastrophe large losses.
The policy acquisition cost ratio increased for the three and nine months ended September 30, 2015 due to lower ceded commission benefits as a result of the non-renewal of an A&H external quota share treaty and less favorable normal initial year purchase accounting adjustments.
The administrative expense ratio increased for the three and nine months ended September 30, 2015 due to integration expenses related to our Itaú Seguros acquisition.

Global Reinsurance

The Global Reinsurance segment represents our reinsurance operations comprising ACE Tempest Re Bermuda, ACE Tempest Re USA, ACE Tempest Re International, and ACE Tempest Re Canada. Global Reinsurance markets its reinsurance products worldwide under the ACE Tempest Re brand name and provides a broad range of coverage to a diverse array of primary P&C companies.
Three Months Ended
Nine Months Ended
September 30
% Change

September 30
% Change

(in millions of U.S. dollars, except for percentages)
2015

2014

Q-15 vs.
Q-14

2015

2014

YTD-15 vs.
YTD-14

Net premiums written
$
185

$
208

(11.5
)%
$
719

$
794

(9.5
)%
Net premiums earned
203

255

(20.4
)%
649

800

(18.8
)%
Losses and loss expenses
20

92

(78.3
)%
191

327

(41.6
)%
Policy acquisition costs
52

74

(29.7
)%
166

201

(17.4
)%
Administrative expenses
12

13

(7.7
)%
37

41

(9.8
)%
Underwriting income
119

76

56.6
%
255

231

10.4
%
Net investment income
76

81

(6.2
)%
230

238

(3.4
)%
Net realized gains (losses)
(14
)
6

NM

(20
)
(17
)
17.6
%
Interest expense
1

1

—

3

4

(25.0
)%
Other (income) expense
(2
)
(10
)
(80.0
)%
(10
)
(39
)
(74.4
)%
Income tax expense
8

11

(27.3
)%
23

31

(25.8
)%
Net income
$
174

$
161

8.1
%
$
449

$
456

(1.5
)%
Loss and loss expense ratio
9.6
%
36.2
%
29.4
%
40.9
%
Policy acquisition cost ratio
25.4
%
28.8
%
25.5
%
25.0
%
Administrative expense ratio
6.2
%
5.2
%
5.7
%
5.2
%
Combined ratio
41.2
%
70.2
%
60.6
%
71.1
%

Net premiums written decreased for the three and nine months ended September 30, 2015 as we maintained underwriting discipline in an environment of flat to declining rates and increasing competition, partially offset by new business written, primarily in our U.S. automobile business.
Net premiums earned decreased for the three and nine months ended September 30, 2015 primarily due to the same factors driving the decrease in net premiums written as described above. In addition, net premiums earned for the nine months ended September 30, 2015 reflected the adverse impact of the non-renewal of a workers' compensation treaty in the third quarter of 2014, which resulted in a $39 million decrease in premiums.


62

The following tables present a line of business breakdown of Global Reinsurance net premiums earned:
Three Months Ended
Nine Months Ended
September 30
% Change

September 30
% Change

(in millions of U.S. dollars, except for percentages)
2015

2014

Q-15 vs.
Q-14

2015

2014

YTD -15 vs.
YTD -14

Property and all other
$
47

$
86

(45.3
)%
$
155

$
242

(36.0
)%
Casualty
99

106

(6.6
)%
326

365

(10.7
)%
Property catastrophe
57

63

(9.5
)%
168

193

(13.0
)%
Net premiums earned
$
203

$
255

(20.4
)%
$
649

$
800

(18.8
)%
2015
% of Total

2014
% of Total


2015
% of Total

2014
% of Total


Property and all other
23
%
34
%
24
%
30
%
Casualty
49
%
41
%
50
%
46
%
Property catastrophe
28
%
25
%
26
%
24
%
Net premiums earned
100
%
100
%
100
%
100
%

The following table presents the impact of catastrophe losses and related reinstatement premiums and prior period reserve development on our loss and loss expense ratio:
Three Months Ended
Nine Months Ended
September 30
September 30
2015

2014

2015

2014

Loss and loss expense ratio, as reported
9.6
%
36.2
%
29.4
%
40.9
%
Catastrophe losses and related reinstatement premiums
(5.2
)%
(4.0
)%
(2.4
)%
(2.8
)%
Prior period development
39.9
%
10.6
%
18.7
%
7.4
%
Loss and loss expense ratio, adjusted
44.3
%
42.8
%
45.7
%
45.5
%

Net pre-tax catastrophe losses, excluding reinstatement premiums, were $ 11 million and $16 million for the three and nine months ended September 30, 2015 , compared with $11 million and $ 23 million in the prior year periods, respectively. Catastrophe losses through September 30, 2015 were primarily related to severe weather-related events in the U.S. Catastrophe losses through September 30, 2014 were related to severe storms in Japan, European hailstorms, and severe weather-related events in the U.S. Net favorable prior period development was $78 million and $119 million for the three and nine months ended September 30, 2015 , compared with $21 million and $54 million in the prior year periods, respectively. Refer to “Prior Period Development” for additional information. The adjusted loss and loss expense ratio increased for the three and nine months ended September 30, 2015 primarily due to a change in the mix of business in the current year towards higher loss ratio products in the U.S. For the nine months ended September 30, 2015 the increase was offset by the non-renewal of a workers' compensation treaty in the prior year, which had a higher loss ratio.

The policy acquisition cost ratio decreased for the three months ended September 30, 2015 primarily due to a change in the mix of business in the current year to a lower proportion of higher acquisition cost ratio proportional reinsurance products. For the nine months ended September 30, 2015 the favorable impact from the mix of business shift was more than offset by the non-renewal of the workers' compensation treaty noted above, which incurred no acquisition costs.

The administrative expense ratio increased for the three and nine months ended September 30, 2015 primarily from lower net premiums earned including the non-renewal of the workers’ compensation treaty noted above, which did not generate any administrative expenses, partially offset by lower administrative expenses incurred in the current year.



63



Life
The Life segment includes our international life operations (ACE Life), ACE Tempest Life Re (ACE Life Re), and the North American supplemental A&H and life business of Combined Insurance. We assess the performance of our life business based on Life underwriting income, which includes Net investment income and (Gains) losses from fair value changes in separate account assets that do not qualify for separate account reporting under GAAP.
Three Months Ended
Nine Months Ended
September 30
% Change

September 30
% Change

(in millions of U.S. dollars, except for percentages)
2015

2014

Q-15 vs.
Q-14

2015

2014

YTD-15 vs.
YTD-14

Net premiums written
$
492

$
497

(0.8
)%
$
1,483

$
1,489

(0.4
)%
Net premiums earned
480

489

(1.9
)%
1,441

1,463

(1.5
)%
Losses and loss expenses
153

145

5.5
%
442

442

—
%
Policy benefits (1)
89

125

(28.8
)%
384

383

0.3
%
(Gains) losses from fair value changes in separate account assets (1)
49

6

NM

32

(5
)
NM

Policy acquisition costs
117

123

(4.9
)%
342

355

(3.7
)%
Administrative expenses
74

71

4.2
%
221

212

4.2
%
Net investment income
66

69

(4.3
)%
198

199

(0.5
)%
Life underwriting income
64

88

(27.3
)%
218

275

(20.7
)%
Net realized gains (losses)
(326
)
(89
)
266.3
%
(282
)
(237
)
19.0
%
Interest expense
1

4

(75.0
)%
4

10

(60.0
)%
Other (income) expense (1)
(13
)
(3
)
333.3
%
(43
)
6

NM

Amortization of intangible assets
—

—

NM

1

2

(50.0
)%
Income tax expense
8

12

(33.3
)%
27

34

(20.6
)%
Net loss
$
(258
)
$
(14
)
NM

$
(53
)
$
(14
)
278.6
%
(1)
(Gains) losses from fair value changes in separate account assets that do not qualify for separate account reporting under GAAP have been reclassified for Life segment underwriting income presentation from Other (income) expense. For example, the three months ended September 30, 2015 included losses on these assets of $49 million; the offsetting movement in the separate account liabilities is included in and reduces Policy benefits.
The following tables present a line of business breakdown of Life net premiums written and deposits collected on universal life and investment contracts:
Three Months Ended September 30
% Change
(in millions of U.S. dollars, except for percentages)
2015

2014

C$ (1)
2014

Q-15 vs.
Q-14

C$ (1) Q-15 vs.
Q-14

A&H (2)
$
253

$
249

$
241

2.1
%
5.6
%
Life insurance
180

182

165

(1.2
)%
8.7
%
Life reinsurance
59

66

66

(10.4
)%
(10.4
)%
Net premiums written (excludes deposits below)
$
492

$
497

$
472

(0.8
)%
4.4
%
Deposits collected on universal life and investment contracts
$
210

$
246

$
233

(14.6
)%
(9.6
)%



64

Nine Months Ended September 30
% Change
(in millions of U.S. dollars, except for percentages)
2015

2014

C$ (1)
2014

Q-15 vs.
Q-14

C$ (1) Q-15 vs.
Q-14

A&H (2)
$
760

$
743

$
723

2.5
%
5.2
%
Life insurance
545

548

510

(0.6
)%
6.9
%
Life reinsurance
178

198

198

(10.3
)%
(10.3
)%
Net premiums written (excludes deposits below)
$
1,483

$
1,489

$
1,431

(0.4
)%
3.7
%
Deposits collected on universal life and investment contracts
$
726

$
730

$
703

(0.5
)%
3.4
%
(1) On a constant-dollar basis.  Amounts are calculated by translating prior period results using the same local currency rates as the comparable current period.
(2) Includes the North American supplemental A&H and life business of Combined Insurance.
Life net premiums written decreased slightly for the three and nine months ended September 30, 2015 reflecting the negative impact of foreign exchange. On a constant-dollar basis, life net premiums written increased 4.4 percent and 3.7 percent for the three and nine months ended September 30, 2015 , respectively, reflecting growth in our A&H and Life insurance businesses. A&H net premiums written increased due to growth in our core distribution channels, primarily Combined Insurance's supplemental A&H individual and group sales. Our life insurance business grew primarily in Asia. Our life reinsurance business continues to decline as there is no new life reinsurance business currently being written.

Life underwriting income decreased for the three and nine months ended September 30, 2015, primarily due to unfavorable reserve development in the current quarter compared to favorable reserve development last year in the A&H business, and higher current year losses in our life reinsurance businesses. The prior year was also favorably impacted by a one-time adjustment to certain life products in Asia. Foreign exchange adversely impacted underwriting income in both periods on an as reported basis.

Deposits collected on universal life and investment contracts (life deposits) are not reflected as revenues in our consolidated statements of operations in accordance with GAAP.  New life deposits are an important component of production, and although they do not significantly affect current period income from operations they are key to our efforts to grow our business. Life deposits collected decreased for the three months ended September 30, 2015 due to a decline in Taiwan driven by competitive market conditions, partially offset by growth in other Asian markets. On a constant-dollar basis, the declines in Taiwan were more than offset by growth in other Asian markets for the nine months ended September 30, 2015 .

Other (income) expense consists primarily of our share of net (income) loss related to partially-owned insurance companies. Other income of $ 13 million and $ 43 million for the three and nine months ended September 30, 2015 , respectively, primarily resulted from gains on sales of investments by our partially-owned insurance company in China.

During the three and nine months ended September 30, 2015 , realized losses of $397 million and $338 million, respectively, were associated with a net increase in the fair value of GLB liabilities. These increases were primarily due to falling equity market levels, lower interest rates, and the unfavorable impact of discounting future claims for one and three less quarters, respectively.  In addition, we experienced realized gains of $83 million and $69 million for the three and nine months ended September 30, 2015 , respectively, due to an increase in the value of the derivative instruments, which increase in value when the S&P 500 index decreases.



65



Other Income and Expense Items
Three Months Ended
Nine Months Ended
September 30
September 30
(in millions of U. S. dollars)
2015

2014

2015

2014

Equity in net (income) loss of partially-owned entities
(46
)
(67
)
(119
)
(166
)
(Gains) losses from fair value changes in separate account assets
49

6

32

(5
)
Federal excise and capital taxes
6

6

14

15

Acquisition-related costs (1)
5

4

8

10

Other
(2
)
5

4

7

Other (income) expense
$
12

$
(46
)
$
(61
)
$
(139
)
(1) Excludes integration costs related to the planned Chubb acquisition

Effective third quarter of 2015, amortization of intangible assets are excluded from Other (income) expense and disclosed separately in the consolidated statements of operations. Prior year amounts have been reclassified to conform to the current year presentation.

Other (income) expense includes equity in net (income) loss of partially-owned entities, which includes our share of net (income) loss related to partially-owned investment companies (private equity) and partially-owned insurance companies. Also included in Other (income) expense are (Gains) losses from fair value changes in separate account assets that do not qualify for separate account reporting under GAAP. The offsetting movement in the separate account liabilities is included in Policy benefits in the consolidated statements of operations. Certain federal excise and capital taxes incurred as a result of capital management initiatives are included in Other (income) expense as these are considered capital transactions and are excluded from underwriting results.

Amortization of Intangible Assets

Amortization of intangible assets was $51 million and $ 136 million for the three and nine months ended September 30, 2015, compared with $27 million and $ 78 million in the prior year periods, respectively. Amortization of intangible assets was higher in 2015 due primarily to the acquisitions of Fireman's Fund, Itaú Seguros, and Samaggi.

The following table presents, as of September 30, 2015 , the estimated pre-tax amortization expense related to intangible assets for the fourth quarter of 2015 and the next five years. The amounts below are expected to increase in future periods upon completion of the Chubb acquisition (expected to be completed during the first quarter of 2016).
For the Year Ending December 31
(in millions of U.S. dollars)
Amortization of intangible assets

Fourth quarter of 2015
$
33

2016
86

2017
76

2018
68

2019
62

2020
58

Total
$
383




66

Net Investment Income
Three Months Ended
Nine Months Ended
September 30
September 30
(in millions of U.S. dollars)
2015

2014

2015

2014

Fixed maturities
$
536

$
549

$
1,628

$
1,634

Short-term investments
10

11

33

29

Equity securities
4

11

13

30

Other investments
27

25

76

72

Gross investment income
577

596

1,750


1,765

Investment expenses
(28
)
(30
)
(88
)
(90
)
Net investment income
$
549

$
566

$
1,662


$
1,675


Net investment income is influenced by a number of factors including the amounts and timing of inward and outward cash flows, the level of interest rates, and changes in overall asset allocation. Net investment income decreased 3.1 percent for the three months ended September 30, 2015 , compared with the prior year period, primarily due to the negative impact of foreign exchange and lower call activity in our corporate bond portfolio. Net investment income decreased 0.8 percent for the nine months ended September 30, 2015 , compared with the prior year period, primarily due to the negative impact of foreign exchange and lower call activity in our corporate bond portfolio, partially offset by a higher overall invested asset base and higher reinvestment rates.

The investment portfolio’s average market yield on fixed maturities was 2.9 percent and 2.8 percent at September 30, 2015 and 2014 , respectively. Average market yield on fixed maturities represents the weighted average yield to maturity of our fixed income portfolio based on the market prices of the holdings at that date.

The 2.0 percent yield on short-term investments for both the three and nine months ended September 30, 2015 , reflects the global nature of our insurance operations. For example, yields on short-term investments in Brazil, Mexico, Indonesia, and Malaysia range from 3.0 percent to 14.3 percent .

For the three and nine months ended September 30, 2015 , the yield on our equity securities portfolio was 3.1 percent and 3.3 percent, respectively, compared with 5.7 percent for both prior year periods, and reflects the yield on a global high dividend equity portfolio. The prior year also included dividends from an emerging debt portfolio, which was a mutual fund classified as equity. During the third quarter of 2014, however, we elected to exchange our interest in the emerging debt portfolio for direct ownership of certain of the underlying fixed maturities, and the remainder in cash. The emerging debt portfolio and the preferred equity securities represented 63 percent and 68 percent of the gross equity securities investment income for the three and nine months ended September 30, 2014 , respectively.
Net Realized and Unrealized Gains (Losses)

We take a long-term view with our investment strategy, and our investment managers manage our investment portfolio to maximize total return within certain specific guidelines designed to minimize risk. The majority of our investment portfolio is available for sale and reported at fair value. Our held to maturity investment portfolio is reported at amortized cost.

The effect of market movements on our available for sale investment portfolio impacts Net income (through Net realized gains (losses)) when securities are sold or when we record an Other-than-temporary impairment (OTTI) charge in Net income. For a discussion related to how we assess OTTI for all of our investments, including credit-related OTTI, and the related impact on Net income, refer to Note 3 e) to the Consolidated Financial Statements. Additionally, Net income is impacted through the reporting of changes in the fair value of derivatives, including financial futures, options, swaps, and GLB reinsurance. Changes in unrealized appreciation and depreciation on available for sale securities resulting from the revaluation of securities held, changes in cumulative translation adjustment, and unrealized pension liability adjustment, are reported as separate components of Accumulated other comprehensive income in Shareholders’ equity in the consolidated balance sheets.



67



The following table presents our net realized and unrealized gains (losses):
Three Months Ended September 30, 2015
Three Months Ended September 30, 2014
(in millions of U.S. dollars)
Net
Realized
Gains
(Losses) (1)

Net
Unrealized
Gains
(Losses)

Net
Impact

Net
Realized
Gains
(Losses) (1)

Net
Unrealized
Gains
(Losses)

Net
Impact

Fixed maturities
$
(51
)
$
(237
)
$
(288
)
$
18

$
(361
)
$
(343
)
Fixed income derivatives
(22
)
—

(22
)
(13
)
—

(13
)
Public equity
2

(34
)
(32
)
(56
)
36

(20
)
Private equity
(1
)
(12
)
(13
)
—

(5
)
(5
)
Total investment portfolio
(72
)
(283
)
(355
)
(51
)
(330
)
(381
)
Variable annuity reinsurance derivative transactions, net of applicable hedges
(313
)
—

(313
)
(95
)
—

(95
)
Other derivatives
(9
)
—

(9
)
45

—

45

Foreign exchange
(2
)
(575
)
(577
)
(19
)
(251
)
(270
)
Other
(1
)
14

13

—

—

—

Net losses before tax
(397
)
(844
)
(1,241
)
(120
)
(581
)
(701
)
Income tax benefit
(6
)
(45
)
(51
)
(4
)
(94
)
(98
)
Net losses
$
(391
)
$
(799
)
$
(1,190
)
$
(116
)
$
(487
)
$
(603
)
(1)
For the three months ended September 30, 2015 , other-than-temporary impairments included $26 million for fixed maturities, $3 million for public equity, and $1 million for private equity. For the three months ended September 30, 2014 , other-than-temporary impairments included $4 million for fixed maturities.
Nine Months Ended September 30, 2015
Nine Months Ended September 30, 2014
(in millions of U.S. dollars)
Net
Realized
Gains
(Losses) (1)

Net
Unrealized
Gains
(Losses)

Net
Impact

Net
Realized
Gains
(Losses) (1)

Net
Unrealized
Gains
(Losses)

Net
Impact

Fixed maturities
$
(50
)
$
(630
)
$
(680
)
$
49

$
638

$
687

Fixed income derivatives
6

—

6

(53
)
—

(53
)
Public equity
32

(40
)
(8
)
(60
)
70

10

Private equity
10

(19
)
(9
)
(3
)
43

40

Total investment portfolio
(2
)
(689
)
(691
)
(67
)
751

684

Variable annuity reinsurance derivative transactions, net of applicable hedges
(268
)
—

(268
)
(232
)
—

(232
)
Other derivatives
(10
)
—

(10
)
52

—

52

Foreign exchange
(73
)
(860
)
(933
)
(42
)
(131
)
(173
)
Other
(7
)
1

(6
)
(8
)
(13
)
(21
)
Net gains (losses) before tax
(360
)
(1,548
)
(1,908
)
(297
)
607

310

Income tax expense (benefit)
2

(145
)
(143
)
(11
)
151

140

Net gains (losses)
$
(362
)
$
(1,403
)
$
(1,765
)
$
(286
)
$
456

$
170

(1)
For the nine months ended September 30, 2015 , other-than-temporary impairments included $46 million for fixed maturities, $4 million for public equity, and $1 million for private equity. For the nine months ended September 30, 2014 , other-than-temporary impairments included $17 million for fixed maturities, $3 million for private equity, and $7 million for public equity.

At September 30, 2015 , our investment portfolios held by U.S. legal entities included approximately $ 56 million of gross unrealized losses on fixed income investments. Our tax planning strategy related to these losses is based on our view that we will hold these fixed income investments until they recover their cost. As such, we have recognized a deferred tax asset of approximately $ 20 million related to these fixed income investments. This strategy allows us to recognize the associated deferred tax asset related to these fixed income investments as we do not believe these losses will ever be realized.


68

Investments

Our investment portfolio is invested primarily in publicly traded, investment grade, fixed income securities with an average credit quality of A/Aa as rated by the independent investment rating services Standard and Poor’s (S&P)/ Moody’s Investors Service (Moody’s). The portfolio is externally managed by independent, professional investment managers and is broadly diversified across geographies, sectors, and issuers. Other investments principally comprise direct investments, investment funds, and limited partnerships. We hold no collateralized debt obligations or collateralized loan obligations in our investment portfolio, and we provide no credit default protection. We have long-standing global credit limits for our entire portfolio across the organization. Exposures are aggregated, monitored, and actively managed by our Global Credit Committee, comprising senior executives, including our Chief Financial Officer, our Chief Risk Officer, our Chief Investment Officer, and our Treasurer. We also have well-established, strict contractual investment rules requiring managers to maintain highly diversified exposures to individual issuers and closely monitor investment manager compliance with portfolio guidelines.

The average duration of our fixed income securities, including the effect of options and swaps, was 4.0 years for both September 30, 2015 and December 31, 2014 . We estimate that a 100 basis point (bps) increase in interest rates would reduce the valuation of our fixed income portfolio by approximately $2.4 billion at September 30, 2015 .

The following table shows the fair value and cost/amortized cost of our invested assets:
September 30, 2015
December 31, 2014
(in millions of U.S. dollars)
Fair
Value

Cost/
Amortized
Cost

Fair
Value

Cost/
Amortized
Cost

Fixed maturities available for sale
$
48,278

$
47,411

$
49,395

$
47,826

Fixed maturities held to maturity
8,750

8,564

7,589

7,331

Short-term investments
1,808

1,808

2,322

2,322

58,836

57,783

59,306

57,479

Equity securities
464

434

510

440

Other investments
3,270

2,943

3,346

2,999

Total investments
$
62,570

$
61,160

$
63,162

$
60,918


The fair value of our total investments decreased $592 million during the nine months ended September 30, 2015 , primarily due to the unfavorable impact of foreign exchange, unrealized depreciation, and share repurchases, partially offset by the investing of operating cash flows.


69



The following tables present the market value of our fixed maturities and short-term investments at September 30, 2015 and December 31, 2014 . The first table lists investments according to type and second according to S&P credit rating:
September 30, 2015
December 31, 2014
(in millions of U.S. dollars, except for percentages)
Market
Value

% of Total

Market
Value

% of Total

Treasury
$
2,619

4
%
$
2,448

4
%
Agency
1,040

2
%
1,222

2
%
Corporate and asset-backed securities
20,018

34
%
19,854

34
%
Mortgage-backed securities
12,936

22
%
12,325

21
%
Municipal
5,306

9
%
4,930

8
%
Non-U.S.
15,109

26
%
16,205

27
%
Short-term investments
1,808

3
%
2,322

4
%
Total
$
58,836

100
%
$
59,306

100
%
AAA
$
8,712

15
%
$
8,943

15
%
AA
21,560

37
%
21,589

36
%
A
11,877

20
%
11,625

20
%
BBB
8,688

15
%
8,690

15
%
BB
4,281

7
%
4,372

7
%
B
3,527

6
%
3,916

7
%
Other
191

—
%
171

—
%
Total
$
58,836

100
%
$
59,306

100
%

Corporate and asset-backed securities
The following table presents our 10 largest global exposures to corporate bonds by market value at September 30, 2015 :
(in millions of U.S. dollars)
Market Value

JP Morgan Chase & Co
$
475

General Electric Co
455

Goldman Sachs Group Inc
329

AT&T INC
294

Wells Fargo & Co
268

Bank of America Corp
238

Verizon Communications Inc
236

Morgan Stanley
229

HSBC Holdings Plc
228

Ford Motor Co
210


Mortgage-backed securities
S&P Credit Rating
Market
Value

Amortized Cost

September 30, 2015 (in millions of U.S. dollars)
AAA

AA

A

BBB

BB and
below

Total

Total

Agency residential mortgage-backed (RMBS)
$
—

$
10,327

$
—

$
—

$
—

$
10,327

$
10,037

Non-agency RMBS
26

5

14

8

13

66

65

Commercial mortgage-backed
2,516

13

14

—

—

2,543

2,514

Total mortgage-backed securities
$
2,542

$
10,345

$
28

$
8

$
13

$
12,936

$
12,616



70


Municipal
As part of our overall investment strategy, we may invest in states, municipalities, and other political subdivisions fixed maturity securities (Municipal). We apply the same investment selection process described previously to our Municipal investments. The portfolio is highly diversified primarily in state general obligation bonds and essential service revenue bonds including education and utilities (water, power, and sewers).

Non-U.S.
Our exposure to the Euro results primarily from ACE European Group which is headquartered in London and offers a broad range of coverages throughout the European Union, Central, and Eastern Europe. ACE primarily invests in Euro denominated investments to support its local currency insurance obligations and required capital levels. ACE’s local currency investment portfolios have strict contractual investment guidelines requiring managers to maintain a high quality and diversified portfolio to both sector and individual issuers. Investment portfolios are monitored daily to ensure investment manager compliance with portfolio guidelines.

Our non-U.S. investment grade fixed income portfolios are currency-matched with the insurance liabilities of our non-U.S. operations. The average credit quality of our non-U.S. fixed income securities is A and 52 percent of our holdings are rated AAA or guaranteed by governments or quasi-government agencies. Within the context of these investment portfolios, our government and corporate bond holdings are highly diversified across industries and geographies. Issuer limits are based on credit rating (AA— two percent, A— one percent, BBB— 0.5 percent of the total portfolio) and are monitored daily via an internal compliance system. Because of this investment approach we do not have a direct exposure to troubled sovereign borrowers in Europe. We manage our indirect exposure using the same credit rating based investment approach. Accordingly, we do not believe our indirect exposure is material.
The following table summarizes the market value and amortized cost of our non-U.S. fixed income portfolio by country/sovereign for non-U.S. government securities at September 30, 2015 :
(in millions of U.S. dollars)
Market Value

Amortized Cost

United Kingdom
$
991

$
971

Republic of Korea
897

784

Federative Republic of Brazil
573

588

United Mexican States
511

508

Canada
435

421

Kingdom of Thailand
356

339

Province of Ontario
340

324

Province of Quebec
237

225

Japan
203

203

Australia
187

172

Other Non-U.S. Government Securities (1)
2,437

2,363

Total
$
7,167

$
6,898

(1)
There are no investments in Portugal, Ireland, Italy, Greece or Spain.



71



The following table summarizes the market value and amortized cost of our non-U.S. fixed income portfolio by country/sovereign for non-U.S. corporate securities at September 30, 2015 :
(in millions of U.S. dollars)
Market Value

Amortized Cost

United Kingdom
$
1,527

$
1,488

Canada
943

935

United States (1)
602

600

France
526

516

Australia
520

511

Netherlands
499

487

Germany
378

365

Switzerland
300

299

China
265

259

Hong Kong
171

168

Other Non-U.S. Corporate Securities
2,211

2,234

Total
$
7,942

$
7,862

(1) The countries that are listed in the non-U.S. corporate fixed income portfolio above represent the ultimate parent company's country of risk. Non-U.S. corporate securities could be issued by foreign subsidiaries of U.S. corporations.

Below-investment grade corporate fixed income portfolio
Below-investment grade securities have different characteristics than investment grade corporate debt securities. Risk of loss from default by the borrower is greater with below-investment grade securities. Below-investment grade securities are generally unsecured and are often subordinated to other creditors of the issuer. Also, issuers of below-investment grade securities usually have higher levels of debt and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than investment grade issuers. At September 30, 2015 , our corporate fixed income investment portfolio included below-investment grade and non-rated securities which, in total, comprised approximately 12 percent of our fixed income portfolio. Our below-investment grade and non-rated portfolio includes over 1,200 issuers, with the greatest single exposure being $86 million.

We manage high-yield bonds as a distinct and separate asset class from investment grade bonds. The allocation to high-yield bonds is explicitly set by internal management and is targeted to securities in the upper tier of credit quality (BB/B). Our minimum rating for initial purchase is BB/B. Six external investment managers are responsible for high-yield security selection and portfolio construction. Our high-yield managers have a conservative approach to credit selection and very low historical default experience. Holdings are highly diversified across industries and subject to a 1.5 percent issuer limit as a percentage of high-yield allocation. We monitor position limits daily through an internal compliance system. Derivative and structured securities (e.g., credit default swaps and collateralized loan obligations) are not permitted in the high-yield portfolio.
Critical Accounting Estimates
As of September 30, 2015 , there were no material changes to our critical accounting estimates. For a full discussion of our critical accounting estimates, refer to Item 7 in our 2014 Form 10-K.

Reinsurance recoverable on ceded reinsurance
September 30

December 31

(in millions of U.S. dollars)
2015

2014

Reinsurance recoverable on unpaid losses and loss expenses (1)
$
10,656

$
11,307

Reinsurance recoverable on paid losses and loss expenses (1)
575

685

Net reinsurance recoverable on losses and loss expenses
$
11,231

$
11,992

Reinsurance recoverable on policy benefits
$
194

$
217

(1)
Net of provision for uncollectible reinsurance

We evaluate the financial condition of our reinsurers and potential reinsurers on a regular basis and also monitor concentrations of credit risk with reinsurers. The provision for uncollectible reinsurance is required principally due to the potential failure of


72

reinsurers to indemnify us, primarily because of disputes under reinsurance contracts and insolvencies. The provision for uncollectible reinsurance is based on a default analysis applied to gross reinsurance recoverables, net of approximately $ 2.4 billion of collateral at both September 30, 2015 and December 31, 2014 . The decrease in net reinsurance recoverable on losses and loss expenses was primarily due to favorable PPD and the impact of unfavorable foreign exchange.

Unpaid losses and loss expenses
As an insurance and reinsurance company, we are required by applicable laws and regulations and GAAP to establish loss and loss expense reserves for the estimated unpaid portion of the ultimate liability for losses and loss expenses under the terms of our policies and agreements with our insured and reinsured customers. With the exception of certain structured settlements, for which the timing and amount of future claim payments are reliably determinable, and certain reserves for unsettled claims that are discounted in statutory filings, our loss reserves are not discounted for the time value of money.

The following table presents a roll-forward of our unpaid losses and loss expenses:
(in millions of U.S. dollars)
Gross
Losses

Reinsurance
Recoverable (1)

Net
Losses

Balance at December 31, 2014
$
38,315

$
11,307

$
27,008

Losses and loss expenses incurred
9,060

1,878

7,182

Losses and loss expenses paid
(9,283
)
(2,198
)
(7,085
)
Other (including foreign exchange translation)
(930
)
(331
)
(599
)
Losses and loss expenses acquired
402

—

402

Balance at September 30, 2015
$
37,564

$
10,656

$
26,908

(1)
Net of provision for uncollectible reinsurance

The estimate of the liabilities includes provisions for claims that have been reported but are unpaid at the balance sheet date (case reserves) and for obligations on claims that have been incurred but not reported (IBNR) at the balance sheet date. IBNR may also include provisions to account for the possibility that reported claims may settle for amounts that differ from the established case reserves. Loss reserves also include an estimate of expenses associated with processing and settling unpaid claims (loss expenses).

The following table presents our total reserves segregated between case reserves (including loss expense reserves) and IBNR reserves:
September 30, 2015
December 31, 2014
(in millions of U.S. dollars)
Gross

Ceded

Net

Gross

Ceded

Net

Case reserves
$
16,789

$
5,062

$
11,727

$
17,723

$
5,667

$
12,056

IBNR reserves
20,775

5,594

15,181

20,592

5,640

14,952

Total
$
37,564

$
10,656

$
26,908

$
38,315

$
11,307

$
27,008


Asbestos and Environmental (A&E)
During the three months ended September 30, 2015 , an internal review was conducted to evaluate the adequacy of environmental liabilities. As a result of the internal review, we increased environmental gross reserves for Brandywine operations by $111 million while the net loss reserves increased by $76 million. Refer to our 2014 Form 10-K for additional information on A&E.

Fair value measurements
Refer to Note 4 to the Consolidated Financial Statements for information on our fair value measurements.

Assumed reinsurance programs involving minimum benefit guarantees under variable annuity contracts
ACE reinsures various death and living benefit guarantees associated with variable annuities issued primarily in the United States and Japan.

We ceased writing this business in 2007. Guarantees which are payable on death are referred to as guaranteed minimum death benefits (GMDB). Guarantees on living benefits (GLB) includes guaranteed minimum income benefits (GMIB) and guaranteed


73



minimum accumulation benefits (GMAB). For further description of this product and related accounting treatment, refer to Note 1 to the Consolidated Financial Statements of our 2014 Form 10-K.

Guaranteed living benefits (GLB) derivatives
Our GLB reinsurance is classified as a derivative for accounting purposes and therefore carried at fair value. We believe that the most meaningful presentation of these GLB derivatives is as follows:

•
Estimates of the average modeled value of future cash outflows is recorded as incurred losses (i.e., benefit reserves). Cash inflows or revenue are reported as net premiums earned and changes in the benefit reserves are reflected as Policy benefits expense in the consolidated statements of operations, which is included in underwriting income.
•
The incremental difference between the fair value of GLB reinsurance contracts and benefit reserves is reflected in Accounts payable, accrued expenses, and other liabilities in the consolidated balance sheets and related changes in fair value are reflected in Net realized gains (losses) in the consolidated statements of operations.

Determination of GLB fair value
The fair value of GLB reinsurance is estimated using an internal valuation model, which includes current market information and estimates of policyholder behavior from the perspective of a theoretical market participant that would assume these liabilities. All of our treaties contain claim limits, which are factored into the valuation model. The fair value depends on a number of factors, including interest rates, equity markets, credit risk, current account value, market volatility, expected annuitization rates and other policyholder behavior, and changes in policyholder mortality. The model and related assumptions are regularly re-evaluated by management and enhanced, as appropriate, based upon additional experience obtained related to policyholder behavior and availability of more timely market information. Due to the inherent uncertainties of the assumptions used in the valuation models to determine the fair value of these derivative products, actual experience may differ materially from the estimates reflected in our consolidated financial statements.

We intend to hold these derivative contracts to maturity (i.e., the expiration of the underlying liabilities through lapse, annuitization, death, or expiration of the reinsurance contract). To partially offset the risk of changes in the fair value of GLB reinsurance contracts, we invest in derivative hedge instruments. At maturity, the cumulative realized gains and losses (excluding cumulative hedge gains or losses) from fair value changes of GLB reinsurance contracts will net to zero because, over time, the insurance liability will be increased or decreased to equal our obligation.

Determination of GLB and Guaranteed minimum death benefits (GMDB) benefit reserves
Management established benefit reserves based on a long-term benefit ratio (or loss ratio) calculated using assumptions reflecting management’s best estimate of the future short-term and long-term performance of the variable annuity line of business. Despite the long-term nature of the risk, the benefit ratio calculation is impacted by short-term market movements that may be judged by management to be transient. Management regularly examines both qualitative and quantitative analysis, including a review of the differential between the benefit ratio used at the most recent valuation date and the benefit ratio calculated on subsequent dates. Management regularly evaluates its estimates and uses judgment to determine the extent to which assumptions underlying the benefit ratio calculation should be adjusted. For the nine months ended September 30, 2015 and 2014 , management determined that no change to the benefit ratio was warranted.

For further information on the estimates and assumptions used in determining the fair value of GLB reinsurance, refer to Note 4 to the Consolidated Financial Statements of our 2014 Form 10-K. For a sensitivity discussion of the effect of changes in interest rates, equity indices, and other assumptions on the fair value of GLBs, and the resulting impact on our net income, refer to Item 3.

Risk Management
We employ a strategy to manage the financial market and policyholder behavior risks embedded in the reinsurance of variable annuity (VA) guarantees. Risk management begins with underwriting a prospective client and guarantee design, with particular focus on protecting our position from policyholder options that, because of anti-selective behavior, could adversely impact our obligation.

A second layer of risk management is the structure of the reinsurance contracts. All VA guarantee reinsurance contracts include some form of annual or aggregate claim limit(s). For further information on the different categories of claim limits, refer to "Guaranteed living benefits derivatives" in our 2014 Form 10-K under Item 7.



74

A third layer of risk management is the hedging strategy which looks to mitigate both long-term economic loss over time as well as dampen income statement volatility. We owned financial market instruments as part of the hedging strategy with a fair value asset (liability) of $ 23 million and $(19) million at September 30, 2015 and December 31, 2014 , respectively. The instruments are substantially collateralized by our counterparties, on a daily basis.

We also limit the aggregate amount of variable annuity reinsurance guarantee risk we are willing to assume. The last substantive transactions were quoted in late 2007. The aggregate number of policyholders is currently decreasing through policyholder withdrawals, annuitizations, and deaths at a rate of 5 percent to 15 percent per annum.

Note that GLB claims cannot occur for any reinsured policy until it has reached the end of its “waiting period”. 54 percent of the policies we reinsure reached the end of their “waiting periods” prior to September 30, 2015 , as shown in the table below.
Year of first payment eligibility
Percent of living benefit
account values

September 30, 2015 and prior
54
%
Remainder of 2015
2
%
2016
7
%
2017
19
%
2018
10
%
2019
2
%
2020 and after
6
%
Total
100
%

The following table presents the historical cash flows under these policies for the periods indicated. The amounts represent accrued past premium received and claims paid, split by benefit type.
Three Months Ended September 30
Nine Months Ended September 30
(in millions of U.S. dollars)
2015
2014
2015
2014
GMDB

GLB

Total

GMDB

GLB

Total

GMDB

GLB

Total

GMDB

GLB

Total

Premium received
$
15

$
30

$
45

$
17

$
35

$
52

$
47

$
91

$
138

$
54

$
105

$
159

Less paid claims
6

4

10

11

4

15

23

11

34

32

12

44

Net cash received
$
9

$
26

$
35

$
6

$
31

$
37

$
24

$
80

$
104

$
22

$
93

$
115


Collateral
ACE holds collateral on behalf of most of its clients in the form of qualified assets in trust or letters of credit, typically in an amount sufficient for the client to obtain statutory reserve credit for the reinsurance. The timing of the calculation and amount of the collateral varies by client according to the particulars of the reinsurance treaty and the statutory reserve guidelines of the client’s domicile.


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Catastrophe management
We actively monitor our catastrophe risk accumulation around the world. The table below presents our modeled annual aggregate pre-tax probable maximum loss (PML), net of reinsurance, for 100-year and 250-year return periods for U.S. hurricane and California earthquake at September 30, 2015 and 2014 . The table also presents ACE’s corresponding share of pre-tax industry losses for each of the return periods for U.S. hurricane and California earthquake. For example, according to the model, for the 1-in-100 return period scenario, there is a one percent chance that our losses incurred in any year from U.S. hurricane events could be in excess of $1,709 million (or 5.9 percent of our total shareholders’ equity at September 30, 2015 ). We estimate that at such hypothetical loss levels, ACE’s share of aggregate industry losses would be approximately 1.1 percent.
Modeled Annual Aggregate Net PML
U.S. Hurricane
California Earthquake
September 30
September 30
September 30
September 30
2015
2014
2015
2014
(in millions of U.S. dollars, except for percentages)
ACE
% of Total
Shareholders’
Equity
% of
Industry
ACE
ACE
% of Total
Shareholders’
Equity
% of
Industry
ACE
1-in-100
$
1,709

5.9
%
1.1
%
$
1,727

$
730

2.5
%
1.9
%
$
815

1-in-250
$
2,351

8.1
%
1.1
%
$
2,344

$
1,019

3.5
%
1.7
%
$
1,076


The above modeled loss information at September 30, 2015 reflects our in-force portfolio and reinsurance program at July 1, 2015. This portfolio includes the addition of the Fireman's Fund high net worth personal lines business. Effective July 1, 2015, ACE renewed its Global Property Catastrophe Program for our North American and International operations that provides global natural catastrophe and terrorism coverage. Refer to "Natural catastrophe property reinsurance program" for additional information.

The modeling estimates of both ACE and industry loss levels are inherently uncertain owing to key assumptions. First, while the use of third-party catastrophe modeling packages to simulate potential hurricane and earthquake losses is prevalent within the insurance industry, the models are reliant upon significant meteorology, seismology, and engineering assumptions to estimate hurricane and earthquake losses. In particular, modeled hurricane and earthquake events are not always a representation of actual events and ensuing additional loss potential. Second, there is no universal standard in the preparation of insured data for use in the models and the running of the modeling software. Third, we are reliant upon third-party estimates of industry insured exposures and there is significant variation possible around the relationship between our loss and that of the industry following an event. Fourth, we assume that our reinsurance recoveries following an event are fully collectible. These loss estimates do not represent our potential maximum exposures and it is highly likely that our actual incurred losses would vary materially from the modeled estimates.
Natural Catastrophe Property Reinsurance Program
ACE’s core property catastrophe reinsurance program provides protection against natural catastrophes impacting its primary property operations (i.e., excluding our Global Reinsurance and Life segments).

We regularly review our reinsurance protection and corresponding property catastrophe exposures. This may or may not lead to the purchase of additional reinsurance prior to a program’s renewal date. In addition, prior to each renewal date, we consider how much, if any, coverage we intend to buy and we may make material changes to the current structure in light of various factors, including modeled PML assessment at various return periods, reinsurance pricing, our risk tolerance and exposures, and various other structuring considerations.

ACE purchases a Global Property Catastrophe Reinsurance Program for our North American and International operations. The program is effective July 1, 2015 through June 30, 2016, and consists of three layers in excess of losses retained by ACE. In addition, we also purchased terrorism coverage (excluding nuclear, biological, chemical and radiation coverage) for the United States from July 1, 2015 to June 30, 2016 with the same limits and retention and percentage placed except that the majority of terrorism coverage is on an aggregate basis above our retentions without a reinstatement. A majority of the program, excess of a $1 billion attachment point, also includes biological and chemical terrorism coverage for the personal lines exposures in those states that mandate such coverage.



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Loss Location
Layer of Loss
Comments
Notes
United States
(excluding Alaska and Hawaii)
$0 million –
$500 million
Losses retained by ACE
(a)
United States
(excluding Alaska and Hawaii)
$500 million –
$1.0 billion
All natural perils, and terrorism (excluding nuclear, biological, chemical and radiation)
(b)
United States
(excluding Alaska and Hawaii)
$1.0 billion –
$1.275 billion
All natural perils, and terrorism (excluding nuclear, biological, chemical and radiation - with biological and chemical covered for the personal lines exposures)
(c)
United States
(excluding Alaska and Hawaii)
$1.275 billion –
$1.475 billion
All natural perils, and terrorism (excluding nuclear, biological, chemical and radiation)
(d)
International
(including Alaska and Hawaii)
$0 million –
$125 million
Losses retained by ACE
(a)
International
(including Alaska and Hawaii)
$125 million –
$625 million
All natural perils, and terrorism (excluding nuclear, biological, chemical and radiation)
(b)
Alaska, Hawaii, and Canada
$625 million –
$900 million
All natural perils, and terrorism (excluding nuclear, biological, chemical and radiation)
(c)
Alaska, Hawaii, and Canada
$925 million –
$1.1 billion
All natural perils, and terrorism (excluding nuclear, biological, chemical and radiation)
(d)
(a) Ultimate retention will depend upon the nature of the loss and the interplay between the underlying per risk programs and certain other catastrophe programs purchased by individual business units. These other catastrophe programs have the potential to reduce our effective retention below the stated levels.
(b) These coverages are both part of the same Core layer within the Global Catastrophe Program and are approximately 97% placed with Reinsurers. As such, it may be exhausted in one region and not available in the other.
(c) These coverages are both part of the same Second layer within the Global Catastrophe Program and are approximately 100% placed with Reinsurers. As such, it may be exhausted in one region and not available in the other.
(d) These coverages are both part of the same Third layer within the Global Catastrophe Program and are 100% placed with Reinsurers. As such, it may be exhausted in one region and not available in the other.

Crop Insurance
We are, and have been since the 1980s, one of the leading writers of crop insurance in the U.S. and have conducted that business through a managing general agent subsidiary of Rain and Hail. We provide protection throughout the U.S. on a variety of crops and are therefore geographically diversified, which reduces the risk of exposure to a single event or a heavy accumulation of losses in any one region. Our crop insurance business comprises two components – Multiple Peril Crop Insurance (MPCI) and crop-hail insurance.

The MPCI program is offered in conjunction with the U.S. Department of Agriculture (USDA). The policies cover revenue shortfalls or production losses due to natural causes such as drought, excessive moisture, hail, wind, frost, insects, and disease. Generally, policies have deductibles ranging from 10 percent to 50 percent of the insured's risk. The USDA's Risk Management Agency (RMA) sets the policy terms and conditions, rates and forms, and is also responsible for setting compliance standards. As a participating company, we report all details of policies underwritten to the RMA and are party to a Standard Reinsurance Agreement (SRA). The SRA sets out the relationship between private insurance companies and the Federal Crop Insurance Corporation (FCIC) concerning the terms and conditions regarding the risks each will bear including the pro-rata and state stop-loss provisions which allows companies to limit the exposure of any one state or group of states on their underwriting results. In addition to the pro-rata and excess of loss reinsurance protections inherent in the SRA, we also purchase third-party proportional and stop-loss reinsurance for our MPCI business to reduce our exposure. We may also enter into crop derivative contracts to further manage our risk exposure.

Each year the RMA issues a final SRA for the subsequent reinsurance year. In June 2015, the RMA released the 2016 SRA which establishes the terms and conditions for the 2016 reinsurance year (i.e., July 1, 2015 through June 30, 2016) that replaced the 2015 SRA.  There were no significant changes in the terms and conditions, and therefore the new SRA does not materially impact ACE's outlook on the crop program relative to 2016.


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On the MPCI business, we recognize net premiums written as soon as estimable, which is generally when we receive acreage reports from the policyholders on the various crops throughout the U.S. This allows us to best determine the premium associated with the liability that is being planted. The MPCI program has specific timeframes as to when producers must report acreage to us and in certain cases, the reporting occurs after the close of the respective reinsurance year. Once the net premium written has been recorded, the premium is then earned over the growing season for the crops. A majority of the crops that are covered in the program are typically subject to the SRA in effect at the beginning of the year. Given the major crops covered in the program, we typically see a substantial written and earned premium impact in the second and third quarters.

The pricing of MPCI premium is determined using a number of factors including commodity prices and related volatility. For instance, in most states the pricing for the MPCI Revenue Product for corn includes a factor that is based on the average price in February of the Chicago Board of Trade December corn futures. To the extent that the corn commodity prices are higher in February than they were in the previous February, and all other factors are the same, the increase in corn prices will increase the corn premium year over year.

Our crop-hail program is a private offering. Premium is earned on the crop-hail program over the coverage period of the policy. Given the very short nature of the growing season, most crop-hail business is typically written in the second and third quarters with the earned premium also more heavily occurring during this time frame. We use industry data to develop our own rates and forms for the coverage offered. The policy primarily protects farmers against yield reduction caused by hail and/or fire, and related costs such as transit to storage. We offer various deductibles to allow the grower to partially self-insure for a reduced premium cost. We limit our crop-hail exposures through the use of township liability limits and third-party proportional and stop-loss reinsurance on our net retained hail business.
Liquidity
We anticipate that positive cash flows from operations (underwriting activities and investment income) should be sufficient to cover cash outflows under most loss scenarios for the near term. In addition to cash from operations, routine sales of investments, and financing arrangements, we have agreements with a third-party bank provider which implemented two international multi-currency notional cash pooling programs to enhance cash management efficiency during periods of short-term timing mismatches between expected inflows and outflows of cash by currency. The programs allow us to optimize investment income by avoiding portfolio disruption. Should the need arise, we generally have access to capital markets and an available credit facility. At September 30, 2015 , our available credit line totaled $1.0 billion and usage of this credit line was $499 million . Our access to funds under an existing credit facility is dependent on the ability of the bank that is a party to the facility to meet its funding commitments. Our existing credit facility has a remaining term expiring in November 2017 and requires that we maintain certain financial covenants, all of which we met at September 30, 2015 . Should our existing credit provider experience financial difficulty, we may be required to replace credit sources, possibly in a difficult market. If we cannot obtain adequate capital or sources of credit on favorable terms, on a timely basis, or at all, our business, operating results, and financial condition could be adversely affected. To date, we have not experienced difficulty accessing our credit facility . Refer to “Credit Facilities” in our 2014 Form 10-K for additional information.

The payment of dividends or other statutorily permissible distributions from our operating companies are subject to the laws and regulations applicable to each jurisdiction, as well as the need to maintain capital levels adequate to support the insurance and reinsurance operations, including financial strength ratings issued by independent rating agencies. During the nine months ended September 30, 2015 , we were able to meet all of our obligations, including the payments of dividends on our Common Shares, with our net cash flows.

We assess which subsidiaries to draw dividends from based on a number of factors. Considerations such as regulatory and legal restrictions as well as the subsidiary’s financial condition are paramount to the dividend decision. ACE Limited received dividends of $15 million and nil from its Bermuda subsidiaries during the nine months ended September 30, 2015 and 2014, respectively. ACE Limited received dividends of $261 million and nil from its Switzerland subsidiaries during the nine months ended September 30, 2015 and 2014, respectively.

The payment of any dividends from AGM or its subsidiaries is subject to applicable U.K. insurance laws and regulations. In addition, the release of funds by Syndicate 2488 to subsidiaries of AGM is subject to regulations promulgated by the Society of Lloyd’s. The U.S. insurance subsidiaries of ACE INA Holdings Inc. (ACE INA) may pay dividends, without prior regulatory approval, subject to restrictions set out in state law of the subsidiary’s domicile (or, if applicable, commercial domicile). ACE INA’s international subsidiaries are also subject to insurance laws and regulations particular to the countries in which the subsidiaries operate. These laws and regulations sometimes include restrictions that limit the amount of dividends payable


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without prior approval of regulatory insurance authorities. ACE Limited received no dividends from AGM or ACE INA during the nine months ended September 30, 2015 and 2014 . Debt issued by ACE INA is serviced by statutorily permissible distributions by ACE INA’s insurance subsidiaries to ACE INA as well as other group resources. ACE INA received nil and $200 million dividends from its subsidiaries during the nine months ended September 30, 2015 and 2014, respectively.

Cash Flows
Our sources of liquidity include cash from operations, routine sales of investments, and financing arrangements. The following is a discussion of our cash flows for the nine months ended September 30, 2015 and 2014 .

Operating cash flows were $2.70 billion in the nine months ended September 30, 2015 , compared with $3.22 billion in the prior year period, primarily due to higher net losses paid and higher income taxes paid.

Cash used for investing was $1.43 billion in the nine months ended September 30, 2015 , compared with $1.69 billion in the prior year period. The decrease in cash used for investing of $263 million was primarily due to the cash paid for the purchase of the Fireman's Fund of $365 million, which when netted with cash acquired of $620 million, resulted in a net $255 million cash inflow. This compares to a cash outflow of $172 million related to acquisitions in the prior year period.

Cash used for financing was $777 million in the nine months ended September 30, 2015 , compared with $1.24 billion in the prior year period. The decrease in cash used for financing of $463 million is primarily due to lower share repurchases of $249 million, reflecting management’s decision effective July 1, 2015 to discontinue share repurchases in connection with the planned Chubb acquisition, and higher proceeds from the issuance of long-term debt of $101 million and lower repayments of long-term debt of $50 million.

Both internal and external forces influence our financial condition, results of operations, and cash flows. Claim settlements, premium levels, and investment returns may be impacted by changing rates of inflation and other economic conditions. In many cases, significant periods of time, ranging up to several years or more, may lapse between the occurrence of an insured loss, the reporting of the loss to us, and the settlement of the liability for that loss.

In the current low interest rate environment, we use repurchase agreements as a low-cost alternative for short-term funding needs and to address short-term cash timing differences without disrupting our investment portfolio holdings. At September 30, 2015 , there were $1.4 billion in repurchase agreements outstanding.

Capital Resources
Capital resources consist of funds deployed or available to be deployed to support our business operations.
September 30

December 31

(in millions of U.S. dollars, except for percentages)
2015

2014

Short-term debt
$
2,103

$
2,552

Long-term debt
4,157

3,357

Total debt
6,260

5,909

Trust preferred securities
309

309

Total shareholders’ equity
29,127

29,587

Total capitalization
$
35,696

$
35,805

Ratio of debt to total capitalization
17.5
%
16.5
%
Ratio of debt plus trust preferred securities to total capitalization
18.4
%
17.4
%

In March 2015, we issued $800 million of 3.15 percent senior notes due May 2025. The proceeds from the debt issuance are expected to be used to repay at maturity $500 million of 5.7 percent senior notes due February 2017 and $300 million of 5.8 percent senior notes due March 2018. In May 2015, ACE INA's $450 million of 5.6 percent senior notes matured and were fully paid. In October 2015, we issued $5.3 billion of senior notes, the proceeds of which are expected to be used to finance a portion of the Chubb acquisition. Refer to Note 6 to the Consolidated Financial Statements for additional information.


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For the nine months ended September 30, 2015 and 2014, we repurchased $734 million and $1,019 million of Common Shares, respectively, in a series of open market transactions under existing Board of Directors (Board) authorizations. At September 30, 2015 , $ 766 million in repurchase authorization remained through December 31, 2015. Refer to Note 8 to the Consolidated Financial Statements for additional information on the repurchase authorization. At this time, management has elected to discontinue share repurchases under the Board authorization in connection with the announced planned acquisition of Chubb. At September 30, 2015 , there were 18,770,044 Common Shares in treasury with a weighted average cost of $105.15 per share.

On June 30, 2015, we entered into a definitive agreement to acquire Chubb. The initial purchase price, estimated at the time that we entered into the definitive agreement, was $28.3 billion based on the closing price of ACE stock on June 30, 2015 of $101.68 per share. Based on the closing price of ACE stock on September 30, 2015 of $103.40 per share, the purchase price would be approximately $28.8 billion in cash and newly issued stock. The actual purchase price and related goodwill will increase or decrease until the closing date of the acquisition based on the increase or decrease in ACE's stock price. For example, a $1 per share increase (decrease) in ACE's stock price would increase (decrease) the purchase price and related goodwill by approximately $140 million. ACE intends to finance the cash portion of this acquisition through a combination of $9 billion of ACE and Chubb cash plus $5.3 billion of senior notes as discussed above. Refer to Note 2 to the Consolidated Financial Statements for additional information.
We generally maintain the ability to issue certain classes of debt and equity securities via an unlimited Securities and Exchange Commission (SEC) shelf registration which is renewed every three years. This allows us capital market access for refinancing as well as for unforeseen or opportunistic capital needs. On October 23, 2015, we filed a new unlimited shelf registration which allows us to issue certain classes of debt and equity, replacing the shelf registration filed in December 2014. This shelf registration expires in October 2018.

Dividends
We have paid dividends each quarter since we became a public company in 1993. Under Swiss law, dividends must be stated in Swiss francs though dividend payments are made by ACE in U.S. dollars. Refer to Note 8 to the Consolidated Financial Statements for a discussion of our dividend methodology. At our May 2014 annual general meeting, our shareholders approved an annual dividend distribution for the following year by way of a par value reduction equal to $2.60 per share, or CHF 2.28 per share, calculated using the USD/CHF exchange rate as published in the Wall Street Journal on May 9, 2014. The annual dividend approved in May 2014 was paid in four quarterly installments, in accordance with the shareholder resolution.

At our May 2015 annual general meeting, our shareholders approved an annual dividend for the following year of up to $2.68 per share, or CHF 2.48 per share, calculated using the USD/CHF exchange rate as published in the Wall Street Journal on May 21, 2015, expected to be paid in four quarterly installments of $0.67 per share after the annual general meeting by way of a distribution from capital contribution reserves, transferred to free reserves for payment. The Board will determine the record and payment dates at which the annual dividend may be paid, and is authorized to abstain from distributing a dividend in its discretion, until the date of the 2016 annual general meeting. The first two quarterly installments, each of $0.67 per share, have been distributed by the Board as expected.

The following table represents dividends paid per Common Share to shareholders of record on each of the following dates:
Shareholders of record as of:
Dividends paid as of:
December 17, 2014
January 15, 2015
$0.65 (CHF 0.63)
March 31, 2015
April 21, 2015
$0.65 (CHF 0.62)
June 30, 2015
July 21, 2015
$0.67 (CHF 0.62)
September 30, 2015
October 21, 2015
$0.67 (CHF 0.65)


Ratings
ACE Limited and its subsidiaries are assigned credit and financial strength (insurance) ratings from internationally recognized rating agencies, including S&P, A.M. Best, Moody's, and Fitch. The ratings issued on our companies by these agencies are announced publicly and are available directly from the agencies. Our Internet site (www.acegroup.com, under Investor Information) also contains some information about our ratings, but such information on our website is not incorporated by reference into this report.


80

Financial strength ratings reflect the rating agencies' opinions of a company's claims paying ability. Independent ratings are one of the important factors that establish our competitive position in the insurance markets. The rating agencies consider many factors in determining the financial strength rating of an insurance company, including the relative level of statutory surplus necessary to support the business operations of the company. These ratings are based upon factors relevant to policyholders, agents, and intermediaries and are not directed toward the protection of investors. Such ratings are not recommendations to buy, sell, or hold securities.
Credit ratings assess a company's ability to make timely payments of principal and interest on its debt.
It is possible that, in the future, one or more of the rating agencies may reduce our existing ratings. If one or more of our ratings were downgraded, we could incur higher borrowing costs, and our ability to access the capital markets could be impacted. In addition, our insurance and reinsurance operations could be adversely impacted by a downgrade in our financial strength ratings, including a possible reduction in demand for our products in certain markets. Also, we have insurance and reinsurance contracts which contain rating triggers. In the event the S&P or A.M. Best financial strength ratings of ACE fall, we may be faced with the cancellation of premium or be required to post collateral on our underlying obligation associated with this premium. We estimate that at December 31, 2014, a one-notch downgrade of our S&P or A.M. Best financial strength ratings would result in an immaterial loss of premium or requirement for collateral to be posted.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Refer to Item 7A included in our 2014 Form 10-K.

Foreign currency management
As a global company, ACE entities transact business in multiple currencies. Our policy is to generally match assets, liabilities and required capital for each individual jurisdiction in local currency. We do not hedge our currency exposure to foreign currency net asset positions. We do consider hedging for planned cross border transactions.  For an estimated impact of foreign currency movement on our net assets denominated in non-U.S. currencies, refer to Item 7A in our 2014 Form 10-K.  This information will be updated and disclosed in interim filings if our net assets in non-U.S. currencies change materially from the December 31, 2014 balances disclosed in the 2014 Form 10-K.

Reinsurance of GMDB and GLB guarantees
ACE views its variable annuity reinsurance business as having a similar risk profile to that of catastrophe reinsurance with the probability of long-term economic loss relatively small, at the time of pricing. Adverse changes in market factors and policyholder behavior will have an impact on both life underwriting income and net income. When evaluating these risks, we expect to be compensated for taking both the risk of a cumulative long-term economic net loss, as well as the short-term accounting variations caused by these market movements. Therefore, we evaluate this business in terms of its long-term economic risk and reward.

Net income is directly impacted by changes in benefit reserves calculated in connection with reinsurance of variable annuity guarantees, primarily GMDB and GLB. In addition, net income is directly impacted by changes in the fair value of the GLB liability (FVL), which is classified as a derivative for accounting purposes. The FVL established for a GLB reinsurance contract represents the difference between the fair value of the contract and the benefit reserves. Benefit reserves and FVL calculations are directly affected by market factors, including equity levels, interest rate levels, credit risk, and implied volatilities, as well as policyholder behaviors, such as annuitization and lapse rates.

The tables below are estimates of the sensitivities to instantaneous changes in economic inputs (e.g., equity shock, interest rate shock etc.) or actuarial assumptions at September 30, 2015 of the FVL and of the fair value of specific derivative instruments held (hedge value) to partially offset the risk in the variable annuity guarantee reinsurance portfolio. The following assumptions should be considered when using the below tables:

•
No changes to the benefit ratio used to establish benefit reserves at September 30, 2015

•
Equity shocks impact all global equity markets equally
•
Our liabilities are sensitive to global equity markets in the following proportions: 70 percent— 80 percent U.S. equity, 10 percent— 20 percent international equity ex-Japan, up to 10 percent Japan equity.
•
Our current hedge portfolio is sensitive to global equity markets in the following proportions: 100 percent U.S. equity.


81



•
We would suggest using the S&P 500 index as a proxy for U.S. equity, the MSCI EAFE index as a proxy for international equity, and the TOPIX as a proxy for Japan equity.

•
Interest rate shocks assume a parallel shift in the U.S. yield curve
•
Our liabilities are also sensitive to global interest rates at various points on the yield curve, mainly the U.S. Treasury curve in the following proportions: up to 10 percent short-term rates (maturing in less than 5 years), 20 percent— 30 percent medium-term rates (maturing between 5 years and 10 years, inclusive), and 70 percent— 80 percent long-term rates (maturing beyond 10 years).
•
A change in AA-rated credit spreads (AA-rated credit spreads are a proxy for both our own credit spreads and the credit spreads of the ceding insurers) impacts the rate used to discount cash flows in the fair value model.

•
The hedge sensitivity is from September 30, 2015 market levels.

•
The sensitivities are not directly additive because changes in one factor will affect the sensitivity to changes in other factors. The sensitivities do not scale linearly and may be proportionally greater for larger movements in the market factors. The sensitivities may also vary due to foreign exchange rate fluctuations. The calculation of the FVL is based on internal models that include assumptions regarding future policyholder behavior, including lapse, annuitization, and asset allocation. These assumptions impact both the absolute level of the FVL as well as the sensitivities to changes in market factors shown below. Actual sensitivity of our net income may differ from those disclosed in the tables below due to differences between short-term market movements and management judgment regarding the long-term assumptions implicit in our benefit ratios. Furthermore, the sensitivities below could vary by multiples of the sensitivities in the tables below.

•
In addition, the tables below do not reflect the expected quarterly run rate of net income generated by the variable annuity guarantee reinsurance portfolio if markets remain unchanged during the period. All else equal, if markets remain unchanged during the period, the Gross FVL will increase, resulting in a realized loss. The realized loss occurs primarily because, during the period, we will collect premium on the full population while only 54 percent of that population has become eligible to annuitize and generate a claim (since approximately 46 percent of policies are not eligible to annuitize until after September 30, 2015 ). This increases the Gross FVL because future premiums are lower by the amount collected in the quarter, and also because future claims are discounted for a shorter period. We refer to this increase in Gross FVL as “timing effect”. The unfavorable impact of timing effect on our Gross FVL in a quarter is not reflected in the sensitivity tables below. For this reason, when using the tables below to estimate the sensitivity of Gross FVL in the fourth quarter to various changes, it is necessary to assume an additional $5 million to $45 million increase in Gross FVL and realized losses. However, the impact to Net income is substantially mitigated because the majority of this realized loss is offset by the positive quarterly run rate of Life underwriting income generated by the variable annuity guarantee reinsurance portfolio if markets remain unchanged during the period. Note that both the timing effect and the quarterly run rate of Life underwriting income change over time as the book ages.



82

Interest Rate Shock
Worldwide Equity Shock
(in millions of U.S. dollars)
+10%
Flat
-10%
-20%
-30%
-40%
+100 bps
(Increase)/decrease in Gross FVL
$
532

$
335

$
74

$
(244
)
$
(616
)
$
(1,039
)
Increase/(decrease) in hedge value
(112
)
—

112

225

337

449

Increase/(decrease) in net income
$
420

$
335

$
186

$
(19
)
$
(279
)
$
(590
)
Flat
(Increase)/decrease in Gross FVL
$
253

$
—

$
(309
)
$
(672
)
$
(1,087
)
$
(1,547
)
Increase/(decrease) in hedge value
(112
)
—

112

225

337

449

Increase/(decrease) in net income
$
141

$
—

$
(197
)
$
(447
)
$
(750
)
$
(1,098
)
-100 bps
(Increase)/decrease in Gross FVL
$
(108
)
$
(405
)
$
(758
)
$
(1,163
)
$
(1,616
)
$
(2,103
)
Increase/(decrease) in hedge value
(112
)
—

112

225

337

449

Increase/(decrease) in net income
$
(220
)
$
(405
)
$
(646
)
$
(938
)
$
(1,279
)
$
(1,654
)
Sensitivities to Other Economic Variables
AA-rated Credit Spreads
Interest Rate Volatility
Equity Volatility
(in millions of U.S. dollars)
+100 bps

-100 bps
+2%
-2%
+2%
-2%
(Increase)/decrease in Gross FVL
$
75

$
(86
)
$
(2
)
$
—

$
(16
)
$
15

Increase/(decrease) in hedge value
—

—

—

—

—

—

Increase/(decrease) in net income
$
75

$
(86
)
$
(2
)
$
—

$
(16
)
$
15

Sensitivities to Actuarial Assumptions
Mortality
(in millions of U.S. dollars)
+20%
+10%
-10%
-20%
(Increase)/decrease in Gross FVL
$
29

$
15

$
(15
)
$
(30
)
Increase/(decrease) in hedge value
—

—

—

—

Increase/(decrease) in net income
$
29

$
15

$
(15
)
$
(30
)
Lapses
(in millions of U.S. dollars)
+50%
+25%
-25%
-50%
(Increase)/decrease in Gross FVL
$
270

$
151

$
(185
)
$
(396
)
Increase/(decrease) in hedge value
—

—

—

—

Increase/(decrease) in net income
$
270

$
151

$
(185
)
$
(396
)
Annuitization
(in millions of U.S. dollars)
+50%
+25%
-25%
-50%
(Increase)/decrease in Gross FVL
$
(355
)
$
(196
)
$
246

$
541

Increase/(decrease) in hedge value
—

—

—

—

Increase/(decrease) in net income
$
(355
)
$
(196
)
$
246

$
541



ITEM 4. Controls and Procedures
ACE’s management, with the participation of ACE’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of ACE’s disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 as of September 30, 2015 . Based upon that evaluation, ACE’s Chief Executive Officer and Chief Financial Officer concluded that ACE’s disclosure controls and procedures are effective in allowing information required to be disclosed in reports filed under the Securities and Exchange Act of 1934 to be recorded, processed, summarized, and reported within time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to ACE’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In accordance with the SEC's published guidance, the disclosure controls and procedures of the large corporate account P&C business of Itaú Seguros, S.A. (Itaú Seguros), which was acquired on October 31, 2014, was


83



excluded from our evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2015 . At September 30, 2015 , Itaú Seguros' assets represented approximately two percent of consolidated assets. For both the three and nine months ended September 30, 2015 , Itaú Seguros' revenues represented approximately one percent of consolidated revenues. Itaú Seguros' net loss represented approximately four percent of consolidated net income for the three months ended September 30, 2015 and net income represented less than one percent of consolidated net income for the nine months ended September 30, 2015.

There has been no change in ACE’s internal controls over financial reporting during the three months ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, ACE’s internal controls over financial reporting.

PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The information required with respect to this item is included in Note 7 g) to the Consolidated Financial Statements which is hereby incorporated by reference.

ITEM 1A. Risk Factors
The following supplements the risk factors that could have a material impact on our results of operations or financial condition as described under “Risk Factors” in Item 1A of Part I of our 2014 Form 10-K.

Risks Relating to the Planned Acquisition of Chubb (Chubb Merger)
The Merger Agreement may be terminated in accordance with its terms and the Chubb Merger may not be completed.
The Agreement and Plan of Merger for the Chubb Merger (Merger Agreement) is subject to a number of conditions that must be fulfilled in order to complete the Chubb Merger, including (i) receipt of required governmental approvals, including insurance regulatory approvals, (ii) the ACE common shares to be issued in connection with the Chubb Merger being approved for listing on the New York Stock Exchange and (iii) other customary closing conditions.
In addition, if the Chubb Merger is not completed by June 30, 2016, either ACE or Chubb may choose not to proceed with the Chubb Merger, and the parties can mutually decide to terminate the Merger Agreement at any time. In addition, ACE and Chubb may elect to terminate the Merger Agreement in certain other circumstances.
Failure to complete the Chubb Merger could negatively impact the price of ACE common shares and Chubb common stock, as well as ACE’s and Chubb’s respective future business and financial results.
The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Chubb Merger. There can be no assurance that all of the conditions to the Chubb Merger will be so satisfied or waived. If the conditions to the Chubb Merger are not satisfied or waived, ACE and Chubb will be unable to complete the Chubb Merger.
If the Chubb Merger is not completed for any reason, ACE’s and Chubb’s respective businesses and financial results may be adversely affected as follows:
•
ACE and Chubb may experience negative reactions from the financial markets, including negative impacts on the market price of ACE common shares and Chubb common stock;
•
the manner in which brokers, customers, insurers, cedants and other third parties perceive ACE and Chubb may be negatively impacted, which in turn could affect ACE’s and Chubb’s ability to compete for or write new business or obtain renewals in the marketplace;
•
ACE and Chubb may experience negative reactions from employees; and
•
ACE and Chubb will have expended time and resources that could otherwise have been spent on ACE’s and Chubb’s existing businesses and the pursuit of other opportunities that could have been beneficial to each company, and ACE’s and Chubb’s ongoing business and financial results may be adversely affected.



84

In addition to the above risks, if the Merger Agreement is terminated and either party’s board of directors seeks an alternative transaction, such party’s shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the Chubb Merger. If the Merger Agreement is terminated under certain circumstances, Chubb may be required to pay a termination fee of $930 million to ACE.
Regulatory approvals may not be received, may take longer than expected to be received or may impose conditions that are not presently anticipated or cannot be met.
Completion of the Chubb Merger remains conditioned upon the receipt of certain governmental approvals, including, without limitation, insurance regulatory approvals. Although each party has agreed to use respective reasonable best efforts to obtain the requisite governmental approvals, there can be no assurance that these approvals will be obtained and that the other conditions to completing the Chubb Merger will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Chubb Merger or require changes to the terms of the Chubb Merger or Merger Agreement. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding completion of the Chubb Merger or of imposing additional costs or limitations on ACE following completion of the Chubb Merger, any of which might have an adverse effect on ACE following completion of the Chubb Merger.
Each party’s obligation to complete the Chubb Merger is subject to the condition that the required governmental approvals have been obtained without the imposition of a condition or restriction that would reasonably be likely to have a material and adverse effect on ACE and its subsidiaries, taken as a whole, giving effect to the Chubb Merger (with such materiality measured on a scale relative to Chubb and its subsidiaries, taken as a whole).
Chubb will be subject to business uncertainties while the Chubb Merger is pending, which could adversely affect its business.
Uncertainty about the effect of the Chubb Merger on employees and customers may have an adverse effect on Chubb, and, consequently, ACE. These uncertainties may impair Chubb’s ability to attract, retain and motivate key personnel until the Chubb Merger is completed and for a period of time thereafter, and could cause customers and others that deal with Chubb to seek to change their existing business relationships with Chubb or cease doing business with Chubb. Employee retention at Chubb may be particularly challenging during the pendency of the Chubb Merger, as employees may experience uncertainty about their roles with ACE following the Chubb Merger and may become distracted as a result of such uncertainty. In addition, the Merger Agreement restricts Chubb from making certain acquisitions and taking other specified actions without the consent of ACE, and generally requires Chubb to continue its operations in the ordinary course, until completion of the Chubb Merger. These restrictions may prevent Chubb from pursuing attractive business opportunities that may arise prior to the completion of the Chubb Merger or otherwise adversely affect Chubb’s ability to do business.
ACE and Chubb will incur significant transaction and Chubb Merger-related costs in connection with the Chubb Merger.
Each of ACE and Chubb has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement, including the costs and expenses of filing, printing and mailing the joint proxy statement/prospectus for the ACE and Chubb shareholder meetings and all filing and other fees paid to the SEC in connection with the Chubb Merger.
ACE and Chubb expect to continue to incur a number of non-recurring costs associated with completing the Chubb Merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the Chubb Merger and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs and filing fees.
ACE also will incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. ACE continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Chubb Merger and the integration of the two companies’ businesses. Although ACE expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow ACE to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.
These costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of ACE following the completion of the Chubb Merger.


85



Litigation relating to the Chubb Merger could require ACE and Chubb to incur significant costs and suffer management distraction, as well as prevent and/or delay the Chubb Merger.
In connection with the Chubb Merger, purported Chubb shareholders have filed putative shareholder class action lawsuits against Chubb, the members of the Chubb board of directors, ACE, and William Investment Holdings Corporation, a wholly-owned subsidiary of ACE. Among other remedies, the plaintiffs seek to enjoin the Chubb Merger. The outcome of any such litigation is uncertain. On October 12, 2015, ACE announced that a memorandum of understanding (MOU) has been entered into regarding settlement of such litigation. The MOU is subject to confirmatory discovery and customary conditions and if the court does not approve the settlement, or if the settlement is otherwise disallowed, the proposed settlement as contemplated by the MOU may be terminated. If the cases are not resolved, these lawsuits could prevent or delay completion of the Chubb Merger and result in substantial costs to Chubb and ACE, including any costs associated with the indemnification of directors and officers. Plaintiffs may file additional lawsuits against Chubb, ACE and/or the directors and officers of either company in connection with the Chubb Merger. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Chubb Merger is completed may adversely affect ACE’s business, financial condition, results of operations and cash flows.
ACE will require additional capital or financing sources for the Chubb Merger or in the future, which may not be available or may be available only on unfavorable terms.
ACE intends to pay the cash consideration using cash on hand, cash sourced from certain of its subsidiaries and Chubb and certain of Chubb’s insurance company subsidiaries and the net proceeds from ACE INA’s issuance of senior notes. The availability to ACE or Chubb of cash currently held at certain of ACE’s or Chubb’s subsidiaries may be subject to prior regulatory approvals, which may not be received in a timely fashion or at all.
ACE’s future capital and financing requirements depend on many factors, including its ability to write new business successfully and to establish premium rates and reserves at levels sufficient to cover losses, as well as its investment performance and capital expenditure obligations, including with respect to acquisitions. ACE may need to raise additional funds through financings or access funds through existing or new credit facilities or through short-term repurchase agreements. ACE also from time to time seeks to refinance debt or credit as amounts become due or commitments expire. Any equity or debt financing or refinancing, if available at all, may be on terms that are not favorable to ACE. In the case of equity financings, dilution to ACE’s shareholders could result, and in any case, such securities may have rights, preferences, and privileges that are senior to those of ACE common shares. ACE’s access to funds under existing credit facilities is dependent on the ability of the banks that are parties to the facilities to meet their funding commitments. If ACE cannot obtain adequate capital or sources of credit on favorable terms, or at all, it could be forced to use assets otherwise available for its business operations, and its business, results of operations, and financial condition could be adversely affected.
The effective tax rate that will apply to ACE is uncertain and may vary from expectations.
There can be no assurance that the Chubb Merger will allow ACE to maintain any particular worldwide effective corporate tax rate. No assurances can be given as to what ACE’s effective tax rate will be after the completion of the Chubb Merger because of, among other things, uncertainty regarding the tax policies of the jurisdictions where it operates. ACE’s actual effective tax rate may vary from its expectations and that variance may be material.
If Section 7874 of the Internal Revenue Code were to apply as a result of the Chubb Merger, then ACE may be required to pay substantial additional U.S. federal income taxes going forward.
Section 7874 of the Internal Revenue Code of 1986, as amended (the Code) would apply if, (i) the percentage (by vote and value) of ACE common shares considered to be held by former Chubb shareholders immediately after the Chubb Merger by reason of holding Chubb common stock as calculated for Section 7874 purposes (the Section 7874 Percentage) is at least 60 percent, and (ii) the expanded affiliated group that includes ACE does not have substantial business activities in Switzerland. Determining the Section 7874 Percentage is complex and, with respect to the Chubb Merger, subject to factual and legal uncertainties, including the uncertain scope and application of possible regulatory action under Section 7874 announced by the IRS and the U.S. Treasury Department in Notice 2014-52.
If the Section 7874 Percentage were determined to be at least 60 percent, several limitations could apply to ACE. For example, Chubb would be prohibited from using its net operating losses, foreign tax credits or other tax attributes, if any, to offset the income or gain recognized by reason of the transfer of property to a foreign related person during the 10-year period following the Chubb Merger or any income received or accrued during such period by reason of a license of any property by the U.S. corporation to a foreign related person. In addition, the IRS has announced that it intends to promulgate new rules, which may limit the ability to engage in certain restructuring transactions relating to the non-U.S. members of the ACE Group after the Chubb Merger. Additionally, recent legislative, regulatory and treaty proposals in the United States would impose certain


86

earnings stripping limitations and reduce potential tax treaty benefits with respect to ACE and its affiliates if the Section 7874 Percentage is calculated to be at least 60 percent.
Section 7874 is not expected to apply as a result of the Chubb Merger because the former Chubb shareholders are expected to receive less than 60 percent of the ACE common shares (by vote or value) by reason of holding Chubb common stock. However, it is possible that there could be a change in law under Section 7874 or otherwise (including the promulgation of regulations announced by the IRS and the U.S. Treasury Department in Notice 2014-52) that could, prospectively or retroactively, adversely affect ACE and its affiliates.
Risks Relating to the Combined Company Upon Completion of the Chubb Merger
The integration of Chubb into ACE may not be as successful as anticipated.
The Chubb Merger involves numerous operational, strategic, financial, accounting, legal, tax and other risks; potential liabilities associated with the acquired businesses; and uncertainties related to design, operation and integration of Chubb’s internal control over financial reporting. Difficulties in integrating Chubb into ACE may result in Chubb performing differently than expected, in operational challenges or in the failure to realize anticipated expense-related efficiencies. ACE’s and Chubb’s existing businesses could also be negatively impacted by the Chubb Merger. In addition, goodwill and intangible assets recorded in connection with insurance company acquisitions may be impaired if premium growth, underwriting profitability, agency retention and policy persistency, among other factors, differ from expectations.
Even if ACE and Chubb complete the Chubb Merger, ACE may fail to realize all of the anticipated benefits of the Chubb Merger.
The success of the Chubb Merger will depend, in part, on ACE’s ability to realize the anticipated benefits and cost savings from combining ACE’s and Chubb’s businesses. The anticipated benefits and cost savings of the Chubb Merger may not be realized fully or at all, or may take longer to realize than expected or could have other adverse effects that ACE does not currently foresee. Some of the assumptions that ACE has made, such as the achievement of operating synergies, may not be realized. The integration process may, for each of ACE and Chubb, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the Chubb Merger that were not discovered in the course of performing due diligence.
ACE’s results will suffer if it does not effectively manage its expanded operations following the Chubb Merger.
Following completion of the Chubb Merger, ACE’s success will depend, in part, on its ability to manage its expansion through the completion of the Chubb Merger, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Chubb into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors and business partners.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities

Issuer’s Repurchases of Equity Securities
The following table provides information with respect to purchases by ACE of its Common Shares during the three months ended September 30, 2015 :
Period
Total
Number of
Shares
Purchased (1)

Average Price Paid per Share

Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Plan (2)

July 1 through July 31
2,331

$
103.71

$
766
million
August 1 through August 31
14,244

$
109.81

$
766
million
September 1 through September 30
4,518

$
102.62

$
766
million
Total
21,093

(1)
This column includes activity related to the surrender to ACE of common shares to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees and the exercising of options by employees.
(2) Refer to Note 8 to the Consolidated Financial Statements for more information on the ACE Limited securities repurchase authorization.




87



ITEM 6. Exhibits
Refer to the Exhibit Index.


88

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ACE LIMITED
(Registrant)
November 4, 2015
/s/ Evan G. Greenberg
Evan G. Greenberg
Chairman, President and Chief Executive Officer
November 4, 2015
/s/ Philip V. Bancroft
Philip V. Bancroft
Chief Financial Officer




89



Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
Original
Number
Date Filed
Filed
Herewith
2.1
Agreement and Plan of Merger, by and among ACE Limited, William Investment Holdings Corporation and The Chubb Corporation, dated as of June 30, 2015
8-K
2.1
July 7, 2015
3.1
Articles of Association of the Company, as amended
S-3
4.1(b)
October 23, 2015
3.2
Organizational Regulations of the company, as amended
8-K
3.2
May 22, 2015
4.1
Articles of Association of the Company, as amended
S-3
4.1(b)
October 23, 2015
4.2
Organizational Regulations of the company, as amended
8-K
4.2
May 22, 2015
4.3
Form of 2.30 percent Senior Notes due 2020
8-K
4.1
November 3, 2015
4.4
Form of 2.875 percent Senior Notes due 2022
8-K
4.2
November 3, 2015
4.5
Form of 3.35 percent Senior Notes due 2026
8-K
4.3
November 3, 2015
4.6
Form of 4.35 percent Senior Notes due 2045
8-K
4.4
November 3, 2015
10.1*
Form of Executive Management Non-Competition Agreement
8-K
10.1
May 22, 2015
31.1
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
X
31.2
Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
X
32.1
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
X
32.2
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
X
101.1
The following financial information from ACE Limited’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted in XBRL: (i) Consolidated Balance Sheets at September 30, 2015, and December 31, 2014; (ii) Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2015 and 2014; (iii) Consolidated Statements of Shareholders’ Equity for the nine months ended September 30, 2015 and 2014; (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014; and (v) Notes to Consolidated Financial Statements
X
* Management Contract or Compensation Plan




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