e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark one)
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2006 |
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OR |
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to . |
Commission file number 001-13790.
A. Full title of the plan and address of the plan, if different from that of the issuer named
below:
HCC INSURANCE HOLDINGS, INC. 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and address of its principal
executive office:
HCC INSURANCE HOLDINGS, INC.
13403 Northwest Freeway
Houston, Texas 77040
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
TABLE OF CONTENTS
______________________
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* |
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Other supplemental schedules required by Section 2520-103.10 of the Department of Labors
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 (ERISA) have been omitted because they are not applicable. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator
HCC Insurance Holdings, Inc. 401(k) Plan:
We have audited the accompanying Statements of Net Assets Available for Benefits of the HCC
Insurance Holdings, Inc. 401(k) Plan (the Plan) as of December 31, 2006 and 2005 and the related
Statements of Changes in Net Assets Available for Benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005 and
the changes in net assets available for benefits for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets held for investment purposes is presented
for the purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
This supplemental schedule and fund information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a whole.
/s/ Ham, Langston & Brezina, L.L.P.
Houston, Texas
June 28, 2007
- 1 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2006 and 2005
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2006 |
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2005 |
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Assets: |
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Money market funds |
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$ |
123 |
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$ |
135 |
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Investments: |
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Investments at fair value: |
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Registered investment companies (mutual funds) |
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46,666,866 |
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34,239,001 |
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Guaranteed interest contracts |
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13,777,093 |
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13,633,024 |
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HCC Insurance Holdings, Inc. common stock |
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4,026,817 |
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3,426,857 |
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Participant notes receivable, at cost |
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920,736 |
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596,442 |
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Total investments |
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65,391,512 |
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51,895,324 |
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Adjustment from fair value to contract value
for fully benefit-responsive investment contracts |
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403,820 |
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339,158 |
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Net assets available for benefits |
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$ |
65,795,455 |
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$ |
52,234,617 |
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The accompanying notes are an integral part of these financial statements.
- 2 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended December 31, 2006 and 2005
______________________
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2006 |
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2005 |
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Additions to net assets attributable to: |
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Dividends and interest |
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$ |
571,378 |
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$ |
503,493 |
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Net appreciation in fair value of investments |
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4,900,301 |
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3,199,408 |
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Total investment income |
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5,471,679 |
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3,702,901 |
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Contributions: |
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Employer |
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2,710,559 |
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2,643,356 |
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Participants |
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5,034,166 |
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4,246,190 |
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Rollovers from other plans |
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1,827,777 |
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1,069,734 |
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Total contributions |
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9,572,502 |
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7,959,280 |
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Total additions |
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15,044,181 |
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11,662,181 |
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Deductions from net assets attributable to: |
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Benefits to participants |
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5,302,679 |
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5,176,937 |
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Transaction charges |
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23,379 |
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21,459 |
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Total deductions |
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5,326,058 |
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5,198,396 |
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Net increase in net assets available
for benefits
before transfers from merged plan |
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9,718,123 |
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6,463,785 |
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Transfers from merged plan |
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3,842,715 |
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2,699,458 |
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Net increase in net assets available for benefits |
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13,560,838 |
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9,163,243 |
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Net assets available for benefits, beginning of year |
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52,234,617 |
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43,071,374 |
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Net assets available for benefits, end of year |
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$ |
65,795,455 |
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$ |
52,234,617 |
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The accompanying notes are an integral part of these financial statements.
- 3 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
______________________
The following description of the HCC Insurance Holdings, Inc. (the Company) 401(k) Plan
(the Plan) (formerly the HCC Insurance Holdings 401(k) Plan), provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plans provisions. As a result of the merger of several other qualified
plans of acquired companies, the Plan has been amended to include certain specific
provisions applicable only to certain merged participants.
General
The Plan is a defined contribution plan established effective January 1, 1992 and most
recently amended and restated in its entirety February 21, 2002, retroactively effective to
January 1, 2002. Non-union, full-time employees of the Company become eligible to
participate in the Plan on the later of their employment date or upon attaining the age of
21 and are eligible to make deferral contributions on the first day of the month following
such eligibility date. All eligible employees must complete one year of service to become
eligible for employer matching contributions. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Effective July 17, 2006, the VASA North America 401(k) Profit Sharing Plan merged into the
Plan. The net assets transferred into the Plan consist of participant balances totaling
$59,817. Affected participants became eligible to participate in the Plan, subject to the
provisions of the Plan agreement.
Effective November 15, 2006, the Kenrick Corporation 401(k) and Profit Sharing Plan merged
into the Plan. The net assets transferred into the Plan consist of participant balances
totaling $3,782,898. Affected participants became eligible to participate in the Plan,
subject to the provisions of the Plan agreement.
Effective March 9, 2005, the Continental Underwriters Savings Plus Plan merged into the
Plan. The net assets transferred into the Plan consist of participant balances totaling
$2,699,458. Affected participants became eligible to participate in the Plan, subject to
the provisions of the Plan agreement.
Administration
Massachusetts Mutual Life Insurance Company (Mass Mutual) and Investors Bank and Trust
Company serve as Custodian and Trustee, respectively, of the Plan.
- 4 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
______________________
1. |
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Description of Plan, continued |
Contributions
Each year, participants may contribute from 1% to 100% of their pre-tax annual compensation
not to exceed the limitation set forth in Section 402(g) ($15,000 in 2006 and $14,000 in
2005) of the Internal Revenue Code. Participants may make catch-up contributions (pre-tax
contributions that exceed the annual elective deferral limit) during any calendar year
ending on or after the participants 50th birthday. Participants total
catch-up contribution during 2006 and 2005 cannot exceed $5,000 and $4,000, respectively.
Participants may also make rollover contributions from other qualified plans. Participants
direct the investment of their contributions into various investment options offered by the
Plan.
The Plan also provides for discretionary employer matching contributions for each $1.00
contributed by a participant, up to a maximum of the lesser of 6% of the participants Plan
compensation or $10,200. During 2006 and 2005, the Company made discretionary
contributions of $2,710,559 and $2,643,356, respectively, to the Plan. Additionally, the
Plan provides for discretionary non-elective contributions. The Company contributions are
invested directly in the various investment options, as directed by the participant.
Company matching contributions are generally computed monthly. Discretionary non-elective
contributions would generally be computed annually. There were no discretionary qualified
non-elective contributions made during 2006 or 2005.
Participant Accounts
Each participants account is credited with the participants contribution and allocation
of the Companys contributions and Plan earnings. Earnings are allocated by fund based on
the ratio of a participants account invested in a particular fund to all participants
investments in that fund. Upon the occurrence of a distribution event, the benefit to
which a participant is entitled is the benefit that can be provided from the participants
vested interest in his or her account.
- 5 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
______________________
1. |
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Description of Plan, continued |
Vesting
Participants are immediately vested in their elective contributions, plus any earnings on
such contributions. Vesting in the Companys contribution portion of their accounts is
based on years of service. A participant becomes 20% vested after two years of service,
40% after three years, 60% after four years, 80% after five years and 100% after six years.
However, if an active participant dies or terminates due to disability prior to attaining
the normal retirement age, the participants account becomes 100% vested.
Participant Notes Receivable
Participants may borrow from their fund accounts up to a maximum equal to the lesser of
$50,000 or 50% of the participants vested account balance. Loans are calculated on a
fully amortized basis. A loan is collateralized by the vested balance in the participants
account and bears interest at a rate commensurate with market rates for similar loans, as
defined (4.75% to 9.25% and 4.75% to 9.50% for the years ended December 31, 2006 and 2005,
respectively).
Payments of Benefits
Upon termination of employment, a participant (or his or her
designated beneficiary in the event of death) may elect to receive
either a lump-sum amount equal to the value of the participants
vested interest in his or her account or to have the account balance
distributed in the form of an annuity. Distributions are subject to
the applicable provisions of the Plan agreement.
Forfeited Accounts
All employer contributions credited to a participants account, but
not vested, are forfeited by the participant upon distribution of the
fully vested value of his or her account (or his or her designated
beneficiary in the event of death). Forfeitures are first used to pay
administrative expenses under the Plan. Forfeitures not used to pay
expenses are used to reduce future employer contributions. During
2006 and 2005, forfeited non-vested accounts of $386,572 and $13,211,
respectively, were used to reduce administrative expenses and employer
contributions. The balance of forfeited accounts available to reduce
future employer contributions was $175,741 and $230,060 at December
31, 2006 and 2005, respectively.
- 6 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
______________________
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Description of Plan, continued |
Administrative Expenses
The Plan is responsible for payment of the trustee expenses and fees;
however, the Company may pay the Plan expenses directly. No expenses
were paid by the Company on behalf of the Plan during 2006 or 2005.
Transaction charges (for loan and benefit payment transactions) are
paid by the Plan, reducing the balances of those participants
initiating the transactions.
Plan Termination
Although the Company has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants become 100%
vested in their total account balance.
2. |
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Summary of Significant Accounting Policies |
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting in accordance with accounting principles
generally accepted in the United States of America (GAAP).
Use of Estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported amount of net assets available for benefits and changes
therein. Actual results could differ from those estimates.
- 7 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
______________________
2. |
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Summary of Significant Accounting Policies, continued |
Recent Accounting Pronouncements
In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company
Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), which
requires investment contracts to be reported at fair value. However, contract value is the
relevant measurement attribute for that portion of the net assets available for benefits of
a defined-contribution plan attributable to fully benefit-responsive investment contracts
because contract value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the plan. The FSP defines the circumstances in
which an investment contract is considered fully benefit-responsive, and provides certain
reporting and disclosure requirements for fully benefit-responsive investment contracts in
defined contribution health and welfare and pension plans. The financial statement
presentation and disclosure provisions of the FSP are effective for financial statements
issued for annual periods ending after December 15, 2006, and are required to be applied
retroactively to all prior periods presented for comparative purposes. The Plan has
adopted the provisions of the FSP at December 31, 2006.
As required by the FSP, investments in the accompanying statements of net assets available
for benefits include fully benefit-responsive investment contracts recognized at fair value
with a corresponding adjustment to reflect these investments at contract value. The Plan
invests in investment contracts through a group annuity contract with Massachusetts Mutual
Life Insurance Company and, accordingly, the requirements of the FSP have been applied
retroactively to the statement of net assets available for benefits as of December 31,
2005, presented for comparative purposes. Adoption of the FSP had no effect on the
statement of changes in net assets available for benefits for any period presented.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157,
Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework
for measuring fair value, and expands disclosures about fair value measurements and applies
to reporting periods beginning after November 15, 2007. Based on current assets held by the
Plan, the Plans management does not expect the adoption of SFAS 157 to have a material
impact on the Plans financial statements.
- 8 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
______________________
2. |
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Summary of Significant Accounting Policies, continued |
Risks and Uncertainties
The Plan provides for various investment options. These investment
options are exposed to market risk, which generally means there is a
risk of loss in the value of certain investment securities due to
changes in interest rates, security and commodity prices and general
market conditions. Due to the level of risk associated with certain
investments and the level of uncertainty related to changes in the
value of investments, it is reasonably possible that changes in risks
in the near term could materially affect participants account
balances and the amounts reported in the statement of net assets
available for benefits and the statement of changes in net assets
available for benefits.
Investments Valuation
The Plans investments are stated at fair value. Quoted market prices
are used to value investments. Investments in registered investment
companies (mutual funds) are valued at the net asset value of shares
held at year-end. The fair value of the guaranteed interest contracts
is calculated by discounting the related cash flows based on current
yields of similar instruments with comparable durations. Common stock
is valued at the quoted market price. Participant notes receivable
are stated at cost plus accrued interest, which approximates fair
value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Net Appreciation in Fair Value of Investments
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation in the fair value of its
investments, which consists of the realized gains or losses on sale of
investments and unrealized appreciation or depreciation on those
investments.
Benefit Payments
Benefits are recorded when paid.
- 9 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
______________________
The following table presents the fair value of the Plans investments. Investments that
represent 5% or more of the Plans net assets at December 31, 2006 and 2005 are separately
identified.
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2006 |
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2005 |
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Guaranteed Interest Contract Fixed Income Fund |
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$ |
13,777,093 |
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$ |
13,633,024 |
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Select Small Company Value Fund |
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4,028,307 |
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3,328,057 |
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Oppenheimer Global Fund |
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5,384,292 |
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3,152,854 |
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Select Indexed Equity Fund |
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7,055,692 |
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5,748,500 |
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Select Fundamental Value Fund |
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3,507,197 |
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* |
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American Funds EuroPacific Growth Fund |
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3,307,706 |
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HCC Insurance Holdings, Inc. Common Stock |
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4,026,817 |
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3,426,857 |
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Investments less than 5% of the Plans net assets |
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24,304,408 |
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22,606,032 |
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Total investments |
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$ |
65,391,512 |
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$ |
51,895,324 |
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* Not applicable in the period indicated
During the years ended December 31, 2006 and 2005, the Plans investments (including
realized gains and losses on investments bought and sold, as well as held during the year)
appreciated in fair value as follows:
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2006 |
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2005 |
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Registered investment companies (mutual funds) |
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$ |
4,603,945 |
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$ |
2,387,722 |
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HCC Insurance Holdings, Inc. common stock |
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296,356 |
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811,686 |
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Net appreciation in fair value of investments |
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$ |
4,900,301 |
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$ |
3,199,408 |
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- 10 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
______________________
4. |
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Investment Contracts with Insurance Company |
The Plan invests in a fixed income fund with Massachusetts Mutual Life Insurance Company
(MassMutual), which is a benefit-responsive investment contract. MassMutual maintains the
contributions in a general account. The account is credited with earnings on the underlying
investments and charged for participant withdrawals and administrative expenses. The
guaranteed investment contract issuer is contractually obligated to repay the principal and
a specified interest rate that is guaranteed to the Plan.
As described in Note 2, because the guaranteed investment contract is fully
benefit-responsive, contract value is the relevant measurement attribute for that portion
of the net assets available for benefits attributable to the guaranteed investment
contract. Contract value, as reported to the Plan by MassMutual, represents contributions
made under the contract, plus earnings, less participant withdrawals and administrative
expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion
of their investment at contract value.
There are no reserves against contract value for credit risk of the contract issuer or
otherwise. The crediting interest rate is based on a formula agreed upon with the issuer,
but it may not be less than zero percent. Such interest rates are reviewed on a quarterly
basis for resetting. The average yield for the years ended December 31, 2006 and 2005 was
3.74% and 3.45%, respectively.
Certain events limit the ability of the Plan to transact at contract value with the issuer.
Such events include the following: (1) amendments to Plan documents (including complete or
partial plan termination or merger with another plan), (2) changes to the Plans
prohibition on competing investment options or deletion of equity wash provisions, (3)
bankruptcy of the Plan sponsor or other Plan sponsor events (for example, divestitures or
spin-offs of a subsidiary) that cause a significant withdrawal from the plan, or (4) the
failure of the trust to qualify for exemption from federal income taxes or any required
prohibited transaction exemption under ERISA. The Plan administrator does not believe that
the occurrence of any such event, which would limit the Plans ability to transact at
contract value with participants, is probable.
The guaranteed investment contract does not permit MassMutual to terminate the agreement
prior to the scheduled maturity date. The Plan does not allow participants to make any
additional contributions to this investment contract.
- 11 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
______________________
5. |
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Party-In-Interest Transactions |
Plan assets include investments in funds managed by the Trustee and thus, such transactions
qualify as party-in-interest transactions under ERISA. Personnel and facilities of the
Company have been used to perform administrative functions for the Plan at no charge to the
Plan.
The Plan invests in a unitized stock fund, HCC Insurance Holdings, Inc. Common Stock (the
Fund), which is comprised of a short-term investment fund component and shares of common
stock of HCC Insurance Holdings, Inc., the Plan sponsor. The total value of the Plans
interest in the Fund was $4,026,817 and $3,426,857 at December 31, 2006 and 2005,
respectively.
Effective April 27, 2007, the American Contractors Indemnity Company 401(k) Plan merged
into the Plan. Affected participants became eligible to participate in the Plan, subject
to the provisions of the Plan agreement.
The Internal Revenue Service has determined and informed the Company
by a letter dated October 17, 2002, that the Plan and related trust
are designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan administrator believes that the Plan
is designed and is currently being operated in compliance with the
applicable requirements of the IRC; therefore, the related trust is
tax exempt as of the date of the financial statements.
- 12 -
HCC INSURANCE HOLDINGS, INC. 401(K) PLAN
SCHEDULE H, Item 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2006
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EIN: 76-0336636 |
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PN: 002 |
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(c) Description of Investment, |
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(b) Identity of Issue, |
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Including Maturity Date, Rate of |
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Borrower, Lessor |
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Interest, Collateral, Par |
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(e) Current |
(a) |
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or Similar Party |
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or Maturity Value |
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Value* |
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**
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HCC Insurance Holdings, Inc.
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Common stock
HCC Insurance Holdings, Inc.
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$ |
4,026,817 |
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*** |
**
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Mass Mutual
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Alliance Bern Small Mid Cap Value Fund
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258,249 |
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**
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Mass Mutual
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American Funds EuroPacific Growth Fund
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3,307,706 |
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*** |
**
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Mass Mutual
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American Funds Washington Mutual
Investment Fund
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1,007,637 |
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**
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Mass Mutual
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American Growth Fund of America Fund
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2,351,810 |
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**
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Mass Mutual
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Calamos Financial Growth Fund
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1,898,869 |
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**
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Mass Mutual
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Destination Retirement Income 2010 Fund
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570,413 |
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**
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Mass Mutual
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Destination Retirement Income 2020 Fund
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967,282 |
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**
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Mass Mutual
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Destination Retirement Income 2030 Fund
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1,082,915 |
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**
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Mass Mutual
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Destination Retirement Income 2040 Fund
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770,663 |
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**
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Mass Mutual
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Destination Retirement Income Fund Fund
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151,987 |
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**
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Mass Mutual
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Guaranteed interest contract
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13,777,093 |
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*** |
**
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Mass Mutual
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Oakmark Equity & Income II Fund
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2,085,082 |
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**
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Mass Mutual
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Oppenheimer Capital Appreciation Fund
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2,367,713 |
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**
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Mass Mutual
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Oppenheimer Global Fund
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5,384,292 |
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*** |
**
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Mass Mutual
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PIMCO Total Return Fund
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2,505,979 |
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**
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Mass Mutual
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Premier Diversified Bond Fund
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818,138 |
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**
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Mass Mutual
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Select Aggressive Growth Fund
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1,312,323 |
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**
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Mass Mutual
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Select Focused Value Fund
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1,424,933 |
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**
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Mass Mutual
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Select Fundamental Value Fund
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3,507,197 |
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*** |
**
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Mass Mutual
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Select Indexed Equity Fund
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7,055,692 |
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*** |
**
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Mass Mutual
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Select Mid Cap Growth Equity II Fund
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1,293,863 |
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**
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Mass Mutual
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Select Overseas Fund
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693,857 |
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**
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Mass Mutual
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Select Small Company Growth Fund
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1,296,157 |
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**
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Mass Mutual
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Select Small Company Value Fund
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4,028,307 |
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*** |
**
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Mass Mutual
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Victory Diversified Stock Fund
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525,802 |
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Loans to participants bearing
interest at rates ranging from
4.75% to 9.25%
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920,736 |
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$ |
65,391,512 |
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* |
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Cost information is not presented because all investments are participant directed. |
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** |
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Represents party-in-interest transactions. |
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*** |
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Represents investments comprising at least 5% of net assets available for benefits. |
-13-
SIGNATURES
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The Plan
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Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator
of the HCC Insurance Holdings, Inc. 401(k) Plan has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized, in the City of Houston,
State of Texas, on the 28th day of June, 2007. |
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HCC INSURANCE HOLDINGS, INC. 401(k) PLAN
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By: |
HCC Insurance Holdings, Inc., Administrator
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By: |
/s/ Randy D. Rinicella
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Randy D. Rinicella, |
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Senior Vice President and General Counsel |
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Exhibit Index
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Exhibit |
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Description |
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23.1
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Consent of Ham, Langston & Brezina L.L.P. |