CNA FINANCIAL CORP - Quarter Report: 2006 June (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ü] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2006
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 Number 1-5823
CNA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 36-6169860 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
333 S. Wabash | ||
Chicago, Illinois | 60604 | |
(Address of principal executive offices) | (Zip Code) |
(312) 822-5000
(Registrants 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 Ö No...
Yes Ö No...
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer... Accelerated filer Ö Non-accelerated filer...
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes... No Ö
Yes... No Ö
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
Class | Outstanding at July 26, 2006 | |||
Common Stock, Par value $2.50 | 256,007,095 |
Item | Page | |||||||
Number | Number | |||||||
1. | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
7 | ||||||||
2. | 55 | |||||||
3. | 92 | |||||||
4. | 96 | |||||||
1. | 97 | |||||||
1A. | 97 | |||||||
4. | 97 | |||||||
5. | 97 | |||||||
6. | 98 | |||||||
99 | ||||||||
100 | ||||||||
302 Certification of Chief Executive Officer | ||||||||
302 Certification of Chief Financial Officer | ||||||||
906 Certification of Chief Executive Officer | ||||||||
906 Certification of Chief Financial Officer |
2
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CNA FINANCIAL CORPORATION
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
(In millions, except share data) | ||||||||
Assets |
||||||||
Investments: |
||||||||
Fixed maturity securities at fair value (amortized cost of $32,291 and $32,616) |
$ | 32,089 | $ | 33,234 | ||||
Equity securities at fair value (cost of $746 and $511) |
924 | 681 | ||||||
Limited partnership investments |
1,671 | 1,509 | ||||||
Other invested assets |
27 | 33 | ||||||
Short term investments at cost, which approximates fair value |
5,621 | 4,238 | ||||||
Total investments |
40,332 | 39,695 | ||||||
Cash |
98 | 96 | ||||||
Reinsurance receivables (less allowance for uncollectible receivables of $527 and $519) |
11,455 | 11,917 | ||||||
Insurance receivables (less allowance for doubtful accounts of $423 and $445) |
2,060 | 1,866 | ||||||
Accrued investment income |
296 | 312 | ||||||
Receivables for securities sold |
226 | 565 | ||||||
Deferred acquisition costs |
1,211 | 1,197 | ||||||
Prepaid reinsurance premiums |
388 | 340 | ||||||
Federal income taxes recoverable (includes $0 and $68 due from Loews Corporation) |
| 62 | ||||||
Deferred income taxes |
1,351 | 1,105 | ||||||
Property and equipment at cost (less accumulated depreciation of $563 and $546) |
222 | 197 | ||||||
Goodwill and other intangible assets |
146 | 146 | ||||||
Other assets |
621 | 737 | ||||||
Separate account business |
506 | 551 | ||||||
Total assets |
$ | 58,912 | $ | 58,786 | ||||
Liabilities and Stockholders Equity |
||||||||
Liabilities: |
||||||||
Insurance reserves: |
||||||||
Claim and claim adjustment expense |
$ | 30,177 | $ | 30,938 | ||||
Unearned premiums |
3,907 | 3,706 | ||||||
Future policy benefits |
6,461 | 6,297 | ||||||
Policyholders funds |
1,115 | 1,495 | ||||||
Collateral on loaned securities |
1,341 | 767 | ||||||
Payables for securities purchased |
448 | 129 | ||||||
Participating policyholders funds |
47 | 53 | ||||||
Short term debt |
250 | 252 | ||||||
Long term debt |
1,429 | 1,438 | ||||||
Federal income taxes payable (includes $56 and $0 due to Loews Corporation) |
56 | | ||||||
Reinsurance balances payable |
1,657 | 1,636 | ||||||
Other liabilities |
2,281 | 2,283 | ||||||
Separate account business |
506 | 551 | ||||||
Total liabilities |
49,675 | 49,545 | ||||||
Commitments and contingencies (Notes D, G, H, and K) |
||||||||
Minority interest |
302 | 291 | ||||||
Stockholders equity: |
||||||||
Preferred stock (12,500,000 shares authorized) |
||||||||
Series H Issue (no par value; $100,000 stated value; 7,500 shares issued; held by Loews Corporation) |
750 | 750 | ||||||
Common stock ($2.50 par value; 500,000,000 shares authorized; 258,177,285 shares issued; and
256,007,095 and 256,001,968 shares outstanding) |
645 | 645 | ||||||
Additional paid-in capital |
1,703 | 1,701 | ||||||
Retained earnings |
6,089 | 5,621 | ||||||
Accumulated other comprehensive income (loss) |
(127 | ) | 359 | |||||
Treasury stock (2,170,190 and 2,175,317 shares), at cost |
(67 | ) | (67 | ) | ||||
8,993 | 9,009 | |||||||
Notes receivable for the issuance of common stock |
(58 | ) | (59 | ) | ||||
Total stockholders equity |
8,935 | 8,950 | ||||||
Total liabilities and stockholders equity |
$ | 58,912 | $ | 58,786 | ||||
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CNA FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months | Six months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions, except per share data) | Restated | Restated | ||||||||||||||
See Note S | See Note S | |||||||||||||||
Revenues |
||||||||||||||||
Net earned premiums |
$ | 1,892 | $ | 1,912 | $ | 3,761 | $ | 3,811 | ||||||||
Net investment income |
552 | 439 | 1,122 | 845 | ||||||||||||
Realized investment gains (losses), net of participating
policyholders and minority interests |
(98 | ) | 26 | (89 | ) | 7 | ||||||||||
Other revenues |
66 | 193 | 119 | 271 | ||||||||||||
Total revenues |
2,412 | 2,570 | 4,913 | 4,934 | ||||||||||||
Claims, Benefits and Expenses |
||||||||||||||||
Insurance claims and policyholders benefits |
1,432 | 1,581 | 2,924 | 3,015 | ||||||||||||
Amortization of deferred acquisition costs |
372 | 374 | 742 | 752 | ||||||||||||
Other operating expenses |
242 | 251 | 499 | 525 | ||||||||||||
Restructuring and other related charges |
(13 | ) | | (13 | ) | | ||||||||||
Interest |
28 | 30 | 58 | 67 | ||||||||||||
Total claims, benefits and expenses |
2,061 | 2,236 | 4,210 | 4,359 | ||||||||||||
Income before income tax and minority interest |
351 | 334 | 703 | 575 | ||||||||||||
Income tax expense |
(100 | ) | (48 | ) | (208 | ) | (104 | ) | ||||||||
Minority interest |
(10 | ) | 2 | (19 | ) | (5 | ) | |||||||||
Income from continuing operations |
241 | 288 | 476 | 466 | ||||||||||||
Income (loss) from discontinued operations, net of tax of $0, $0, $0
and $0 |
(2 | ) | 2 | (8 | ) | 9 | ||||||||||
Net income |
$ | 239 | $ | 290 | $ | 468 | $ | 475 | ||||||||
Basic and Diluted Earnings Per Share |
||||||||||||||||
Income from continuing operations |
$ | 0.87 | $ | 1.06 | $ | 1.71 | $ | 1.69 | ||||||||
Income (loss) from discontinued operations |
(0.01 | ) | | (0.03 | ) | 0.03 | ||||||||||
Basic and diluted earnings per share available to common stockholders |
$ | 0.86 | $ | 1.06 | $ | 1.68 | $ | 1.72 | ||||||||
Weighted average outstanding common stock and common stock
equivalents |
256.0 | 256.0 | 256.0 | 256.0 | ||||||||||||
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CNA FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended June 30 | 2006 | 2005 | ||||||
(In millions) | Restated | |||||||
See Note S | ||||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 468 | $ | 475 | ||||
Adjustments to reconcile net income to net cash flows provided
by operating activities: |
||||||||
(Income) loss from discontinued operations |
8 | (9 | ) | |||||
Loss on disposal of property and equipment |
2 | | ||||||
Minority interest |
19 | 5 | ||||||
Deferred income tax provision |
39 | (120 | ) | |||||
Trading securities |
331 | 4 | ||||||
Realized investment (gains) losses, net of participating
policyholders and minority interests |
89 | (7 | ) | |||||
Undistributed earnings of equity method investees |
(44 | ) | (1 | ) | ||||
Amortization of bond (discount) premium |
(152 | ) | (55 | ) | ||||
Depreciation |
24 | 28 | ||||||
Changes in: |
||||||||
Receivables, net |
268 | 1,477 | ||||||
Deferred acquisition costs |
(14 | ) | 20 | |||||
Accrued investment income |
16 | 6 | ||||||
Federal income taxes recoverable/payable |
118 | 216 | ||||||
Prepaid reinsurance premiums |
(48 | ) | 162 | |||||
Reinsurance balances payable |
21 | (198 | ) | |||||
Insurance reserves |
(370 | ) | (657 | ) | ||||
Other, net |
152 | (369 | ) | |||||
Total adjustments |
459 | 502 | ||||||
Net cash flows provided by operating activities-continuing
operations |
927 | 977 | ||||||
Net cash flows used by operating activities-discontinued
operations |
(4 | ) | (24 | ) | ||||
Net cash flows provided by operating activities-total |
923 | 953 | ||||||
Cash Flows from Investing Activities: |
||||||||
Purchases of fixed maturity securities |
(22,683 | ) | (33,612 | ) | ||||
Proceeds from fixed maturity securities: |
||||||||
Sales |
21,130 | 30,337 | ||||||
Maturities, calls and redemptions |
2,163 | 2,081 | ||||||
Purchases of equity securities |
(263 | ) | (180 | ) | ||||
Proceeds from sales of equity securities |
120 | 133 | ||||||
Change in short term investments |
(1,337 | ) | 663 | |||||
Change in collateral on loaned securities |
574 | 63 | ||||||
Change in other investments |
(95 | ) | 86 | |||||
Purchases of property and equipment |
(58 | ) | (17 | ) | ||||
Dispositions |
7 | 12 | ||||||
Other, net |
(85 | ) | (1 | ) | ||||
Net cash flows used by investing activities-continuing operations |
(527 | ) | (435 | ) | ||||
Net cash flows provided by investing activities-discontinued
operations |
24 | 34 | ||||||
Net cash flows used by investing activities-total |
(503 | ) | (401 | ) | ||||
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CNA FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
(UNAUDITED)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
(UNAUDITED)
Six months ended June 30 | 2006 | 2005 | ||||||
(In millions) | Restated | |||||||
See Note S | ||||||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from the issuance of long-term debt |
12 | | ||||||
Principal payments on debt |
(23 | ) | (507 | ) | ||||
Return of investment contract account balances |
(407 | ) | (64 | ) | ||||
Receipts of investment contract account balances |
1 | 3 | ||||||
Stock options exercised by officers |
2 | | ||||||
Other, net |
2 | 2 | ||||||
Net cash flows used by financing activities-continuing operations |
(413 | ) | (566 | ) | ||||
Net cash flows used by financing activities-discontinued
operations |
| | ||||||
Net cash flows used by financing activities-total |
(413 | ) | (566 | ) | ||||
Net change in cash |
7 | (14 | ) | |||||
Net cash transactions from continuing operations to discontinued
operations |
15 | (1 | ) | |||||
Net cash transactions from discontinued operations to continuing
operations |
(15 | ) | 1 | |||||
Cash, beginning of year |
125 | 109 | ||||||
Cash, end of period |
$ | 132 | $ | 95 | ||||
Cash-continuing operations |
$ | 98 | $ | 70 | ||||
Cash-discontinued operations |
34 | 25 | ||||||
Cash-total |
132 | 95 |
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note A. Basis of Presentation
The Condensed Consolidated Financial Statements (Unaudited) include the accounts of CNA Financial
Corporation (CNAF) and its controlled subsidiaries. Collectively, CNAF and its subsidiaries are
referred to as CNA or the Company. CNAs property and casualty and the remaining life and group
insurance operations are primarily conducted by Continental Casualty Company (CCC), The Continental
Insurance Company (CIC) and Continental Assurance Company (CAC). Loews Corporation (Loews) owned
approximately 91% of the outstanding common stock and 100% of the Series H preferred stock of CNAF
as of June 30, 2006.
The accompanying Condensed Consolidated Financial Statements (Unaudited) have been prepared in
conformity with accounting principles generally accepted in the United States of America (GAAP).
Certain financial information that is normally included in annual financial statements, including
certain financial statement notes, prepared in accordance with GAAP, is not required for interim
reporting purposes and has been condensed or omitted. These statements should be read in
conjunction with the consolidated financial statements and notes thereto included in CNAFs Form
10-K filed with the Securities and Exchange Commission (SEC) for the year ended December 31, 2005.
Certain amounts applicable to prior periods have been conformed to the current period presentation.
The preparation of Condensed Consolidated Financial Statements (Unaudited) in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the
Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results may differ from those estimates.
The interim financial data as of June 30, 2006 and for the three and six months ended June 30, 2006
and 2005 is unaudited. However, in the opinion of management, the interim data includes all
adjustments, consisting of normal recurring accruals, necessary for a fair statement of the
Companys results for the interim periods. The results of operations for the interim periods are
not necessarily indicative of the results to be expected for the full year. All significant
intercompany amounts have been eliminated.
Note B. Accounting Pronouncements
In May of 2005, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard (SFAS) No. 154, Accounting Changes and Error Correction (SFAS 154).
This standard is a replacement of Accounting Policy Board Opinion No. 20, Accounting
Changes, and FASB Standard No. 3, Reporting Accounting Changes in Interim Financial
Statements. Under the new standard, any voluntary changes in accounting principles should be
adopted via a retrospective application of the accounting principle in the financial statements
presented in addition to obtaining an opinion from the auditors that the new principle is
preferred. In addition, adoption of a change in accounting principle required by the issuance of a
new accounting standard would also require retroactive restatement, unless the new standard
includes explicit transition guidelines. SFAS 154 was effective for fiscal years beginning after
December 15, 2005 and was adopted by the Company as of January 1, 2006. Adoption of SFAS 154 did
not have an impact on the results of operations or equity of the Company.
In November of 2005, the FASB issued FASB Staff Position No. FAS 115-1 and FAS 124-1, The
Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments (FSP
115-1), as applicable to debt and equity securities that are within the scope of SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities (SFAS 115) and equity
securities that are accounted for using the cost method specified in Accounting Principles Board
Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. FSP 115-1
nullifies certain requirements of The Emerging Issues Task Force Issue No. 03-1, The Meaning of
Other-Than-Temporary Impairment and its Application to Certain Investments (EITF 03-01), which
provided guidance on determining whether an impairment is other-than-temporary. FSP 115-1 replaces
guidance set forth in EITF 03-01 with references to existing other-than-temporary impairment
guidance and clarifies that an investor should recognize an impairment loss no later than when the
impairment is deemed other-than-temporary, even if a decision to sell has not been made. FSP 115-1
carries forward the requirements in EITF 03-01 regarding required disclosures in the financial
statements and requires additional disclosure related to factors considered in reaching the
conclusion that
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
the impairment is not other-than-temporary. In addition, in periods subsequent to the recognition
of an other-than-temporary impairment loss for debt securities, the discount or reduced premium
would be amortized over the remaining life of the security based on future estimated cash flows.
FSP 115-1 was effective for reporting periods beginning after December 15, 2005 and was adopted by
the Company as of January 1, 2006. Adoption of this standard increased net income by approximately
$1 million for the six months ended June 30, 2006. The Company has included the required
additional disclosures in these financial statements.
In December of 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS
123R), that amends SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123), as
originally issued in May of 1995. SFAS 123R addresses the accounting for share-based payment
transactions in which an enterprise receives employee services in exchange for (a) equity
instruments of the enterprise or (b) liabilities that are based on the fair value of the
enterprises equity instruments or that may be settled by the issuance of such equity instruments.
SFAS 123R supercedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25). After the effective date of this standard, entities are not permitted to
use the intrinsic value method specified in APB 25 to measure compensation expense and generally
are required to measure compensation expense using a fair-value based method. The Company applied
the modified prospective transition method. The modified prospective method requires a company to
(a) record compensation expense for all awards it grants, modifies, repurchases or cancels after
the date it adopts the standard and (b) record compensation expense for the unvested portion of
previously granted awards that remain outstanding at the date of adoption. SFAS 123R was effective
for the Company as of January 1, 2006. The Company applied the alternative transition method in
calculating its pool of excess tax benefits available to absorb future tax deficiencies as provided
by FSP FAS 123(R)-3, Transition Election Related to Accounting for the Tax Effects of
Share-Based Payment Awards. Adoption of SFAS 123R decreased net income by $1 million for the
six months ended June 30, 2006.
Prior to 2006, the Company applied the intrinsic value method under APB 25, and related
interpretations, in accounting for its stock-based compensation plan. Under the recognition and
measurement principles of APB 25, no stock-based compensation cost was recognized, as the exercise
price of the granted options equaled the market price of the underlying stock at the grant date.
Note C. Earnings Per Share
Earnings per share available to common stockholders is based on weighted average outstanding
shares. Basic and diluted earnings per share are computed by dividing net income available to
common stockholders by the weighted average number of shares of common stock or common stock
equivalents outstanding for the period. The weighted average number of shares outstanding for
computing basic and diluted earnings per share was 256.0 million for the three and six months ended
June 30, 2006 and 2005.
The Series H Cumulative Preferred Stock Issue (Series H Issue) is held by Loews and accrues
cumulative dividends at an initial rate of 8% per year, compounded annually. As of June 30, 2006,
the Company had $235 million of undeclared but accumulated dividends. The Series H Issue dividend
amounts for the three and six months ended June 30, 2006 and 2005 have been subtracted from Net
Income from Continuing Operations to determine net income from continuing operations available to
common stockholders.
Diluted earnings per share reflect the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock. For the three and
six months ended June 30, 2006 and 2005, approximately one million shares attributable to exercises
under stock-based employee compensation plans were excluded from the calculation of diluted
earnings per share because they were antidilutive.
8
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
The computation of earnings per share for the three and six months ended June 30, 2006 and 2005 is
as follows:
Earnings Per Share | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions, except per share amounts) | ||||||||||||||||
Income from continuing operations |
$ | 241 | $ | 288 | $ | 476 | $ | 466 | ||||||||
Less: undeclared preferred stock dividend |
(19 | ) | (18 | ) | (38 | ) | (35 | ) | ||||||||
Income from continuing operations available to common stockholders |
$ | 222 | $ | 270 | $ | 438 | $ | 431 | ||||||||
Weighted average outstanding common stock and common stock
equivalents |
256.0 | 256.0 | 256.0 | 256.0 | ||||||||||||
Basic and diluted earnings per share from continuing operations
available to common stockholders |
$ | 0.87 | $ | 1.06 | $ | 1.71 | $ | 1.69 | ||||||||
The following table illustrates the effect on net income and earnings per share data if the
Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee
compensation under the Companys stock-based compensation plans for the three and six months ended
June 30, 2005.
Pro Forma Effect of SFAS 123 on Results | ||||||||
Three Months | Six Months | |||||||
Period ended June 30 | 2005 | 2005 | ||||||
(In millions, except per share amounts) | ||||||||
Income from continuing operations |
$ | 288 | $ | 466 | ||||
Less: undeclared preferred stock dividend |
(18 | ) | (35 | ) | ||||
Income from continuing operations available to
common stockholders |
270 | 431 | ||||||
Income from discontinued operations, net of tax |
2 | 9 | ||||||
Net income available to common stockholders |
272 | 440 | ||||||
Less: Total stock-based compensation cost determined
under the fair value method, net of tax |
| (1 | ) | |||||
Pro forma net income available to common stockholders |
$ | 272 | $ | 439 | ||||
Basic and diluted earnings per share, as reported |
$ | 1.06 | $ | 1.72 | ||||
Basic and diluted earnings per share, pro forma |
$ | 1.06 | $ | 1.72 | ||||
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Note D. Investments
The significant components of net investment income are presented in the following table.
Net Investment Income | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Fixed maturity securities |
$ | 480 | $ | 410 | $ | 895 | $ | 774 | ||||||||
Short term investments |
58 | 29 | 123 | 61 | ||||||||||||
Limited partnerships |
53 | 38 | 127 | 117 | ||||||||||||
Equity securities |
8 | 8 | 14 | 12 | ||||||||||||
Income (loss) from trading portfolio (a) |
(9 | ) | 14 | 33 | (16 | ) | ||||||||||
Interest on funds withheld and other
deposits |
(30 | ) | (50 | ) | (55 | ) | (89 | ) | ||||||||
Other |
5 | 4 | 8 | 11 | ||||||||||||
Gross investment income |
565 | 453 | 1,145 | 870 | ||||||||||||
Investment expense |
(13 | ) | (14 | ) | (23 | ) | (25 | ) | ||||||||
Net investment income |
$ | 552 | $ | 439 | $ | 1,122 | $ | 845 | ||||||||
(a) The change in net unrealized gains (losses) on trading securities included in net investment income was $(6) million and $(4) million for the three and six months ended June 30, 2006 and $1 million and $(7) million for the three and six months ended June 30, 2005.
The components of realized investment results for available-for-sale securities are presented in the following table.
Realized Investment Gains (Losses) | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Fixed maturity securities: |
||||||||||||||||
U.S. Government bonds |
$ | | $ | 14 | $ | 4 | $ | (12 | ) | |||||||
Corporate and other taxable bonds |
(76 | ) | (24 | ) | (96 | ) | (45 | ) | ||||||||
Tax-exempt bonds |
(14 | ) | 27 | 11 | 34 | |||||||||||
Asset-backed bonds |
(5 | ) | 4 | (14 | ) | 11 | ||||||||||
Redeemable preferred stock |
(1 | ) | | (1 | ) | 10 | ||||||||||
Total fixed maturity securities |
(96 | ) | 21 | (96 | ) | (2 | ) | |||||||||
Equity securities |
3 | 25 | 6 | 39 | ||||||||||||
Derivative securities |
(2 | ) | (23 | ) | 5 | (19 | ) | |||||||||
Short term investments |
(2 | ) | | (4 | ) | | ||||||||||
Other, including disposition of businesses, net of
participating policyholders interest |
(2 | ) | 4 | (2 | ) | (13 | ) | |||||||||
Realized investment gains (losses) before allocation to
participating policyholders and minority interests |
(99 | ) | 27 | (91 | ) | 5 | ||||||||||
Allocated to participating policyholders and minority interests |
1 | (1 | ) | 2 | 2 | |||||||||||
Realized investment gains (losses) |
$ | (98 | ) | $ | 26 | $ | (89 | ) | $ | 7 | ||||||
For the three months ended June 30, 2006, other-than-temporary impairment (OTTI) losses of $31 million were recorded primarily in the corporate and other taxable bonds sector. This compared to OTTI losses for the three months ended June 30, 2005 of $22 million recorded across various sectors, including an OTTI loss of $21 million related to loans to a national contractor. See Note P for additional information on loans to the national contractor.
For the six months ended June 30, 2006, OTTI losses of $41 million were recorded primarily in the
corporate and other taxable bonds sector. This compared to OTTI losses for the six months ended
June 30, 2005 of $54 million recorded across various sectors, including an OTTI loss of $34 million
related to loans to a national contractor.
10
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
The Companys investment policies for both the general account and separate account emphasize high
credit quality and diversification by industry, issuer and issue. Assets supporting interest rate
sensitive liabilities are segmented within the general account to facilitate asset/liability
duration management.
The following tables provide a summary of fixed maturity and equity securities investments.
Summary of Fixed Maturity and Equity Securities | ||||||||||||||||||||
Cost or | Gross | Gross Unrealized Losses | Estimated | |||||||||||||||||
Amortized | Unrealized | Less than | Greater than | Fair | ||||||||||||||||
June 30, 2006 | Cost | Gains | 12 Months | 12 Months | Value | |||||||||||||||
(In millions) | ||||||||||||||||||||
Fixed maturity securities available-for-sale: |
||||||||||||||||||||
U.S. Treasury securities and obligations
of government agencies |
$ | 1,652 | $ | 67 | $ | 9 | $ | 2 | $ | 1,708 | ||||||||||
Asset-backed securities |
15,170 | 14 | 283 | 123 | 14,778 | |||||||||||||||
States, municipalities and political
subdivisions tax-exempt |
5,287 | 80 | 58 | 18 | 5,291 | |||||||||||||||
Corporate securities |
6,478 | 176 | 101 | 20 | 6,533 | |||||||||||||||
Other debt securities |
3,194 | 130 | 46 | 2 | 3,276 | |||||||||||||||
Redeemable preferred stock |
313 | 5 | 11 | 1 | 306 | |||||||||||||||
Options embedded in convertible debt
securities |
1 | | | | 1 | |||||||||||||||
Total fixed maturity securities
available-for-sale |
32,095 | 472 | 508 | 166 | 31,893 | |||||||||||||||
Total fixed maturity securities trading |
196 | | | | 196 | |||||||||||||||
Equity securities available-for-sale: |
||||||||||||||||||||
Common stock |
185 | 175 | 2 | | 358 | |||||||||||||||
Preferred stock |
500 | 11 | 6 | | 505 | |||||||||||||||
Total equity securities available-for-sale |
685 | 186 | 8 | | 863 | |||||||||||||||
Total equity securities trading |
61 | | | | 61 | |||||||||||||||
Total |
$ | 33,037 | $ | 658 | $ | 516 | $ | 166 | $ | 33,013 | ||||||||||
11
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Summary of Fixed Maturity and Equity Securities | ||||||||||||||||||||
Cost or | Gross | Gross Unrealized Losses | Estimated | |||||||||||||||||
Amortized | Unrealized | Less than | Greater than | Fair | ||||||||||||||||
December 31, 2005 | Cost | Gains | 12 Months | 12 Months | Value | |||||||||||||||
(In millions) | ||||||||||||||||||||
Fixed maturity securities available-for-sale: |
||||||||||||||||||||
U.S. Treasury securities and obligations
of government agencies |
$ | 1,355 | $ | 119 | $ | 4 | $ | 1 | $ | 1,469 | ||||||||||
Asset-backed securities |
12,986 | 43 | 137 | 33 | 12,859 | |||||||||||||||
States, municipalities and political
subdivisions tax-exempt |
9,054 | 193 | 31 | 7 | 9,209 | |||||||||||||||
Corporate securities |
5,906 | 322 | 52 | 11 | 6,165 | |||||||||||||||
Other debt securities |
2,830 | 234 | 18 | 2 | 3,044 | |||||||||||||||
Redeemable preferred stock |
213 | 4 | | 1 | 216 | |||||||||||||||
Options embedded in convertible debt
securities |
1 | | | | 1 | |||||||||||||||
Total fixed maturity securities
available-for-sale |
32,345 | 915 | 242 | 55 | 32,963 | |||||||||||||||
Total fixed maturity securities trading |
271 | | | | 271 | |||||||||||||||
Equity securities available-for-sale: |
||||||||||||||||||||
Common stock |
140 | 150 | 1 | | 289 | |||||||||||||||
Preferred stock |
322 | 22 | 1 | | 343 | |||||||||||||||
Total equity securities available-for-sale |
462 | 172 | 2 | | 632 | |||||||||||||||
Total equity securities trading |
49 | | | | 49 | |||||||||||||||
Total |
$ | 33,127 | $ | 1,087 | $ | 244 | $ | 55 | $ | 33,915 | ||||||||||
12
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
The following table summarizes, for fixed maturity and equity securities in an unrealized loss
position at June 30, 2006 and December 31, 2005, the aggregate fair value and gross unrealized loss
by length of time those securities have been continuously in an unrealized loss position.
Unrealized Loss Aging |
||||||||||||||||
June 30, 2006 | December 31, 2005 | |||||||||||||||
Gross | Gross | |||||||||||||||
Estimated | Unrealized | Estimated | Unrealized | |||||||||||||
Fair Value | Loss | Fair Value | Loss | |||||||||||||
(In millions) | ||||||||||||||||
Fixed maturity securities: |
||||||||||||||||
Investment grade: |
||||||||||||||||
0-6 months |
$ | 12,282 | $ | 227 | $ | 9,976 | $ | 142 | ||||||||
7-12 months |
5,850 | 243 | 2,739 | 61 | ||||||||||||
13-24 months |
2,640 | 122 | 1,400 | 45 | ||||||||||||
Greater than 24 months |
592 | 38 | 219 | 7 | ||||||||||||
Total investment grade |
21,364 | 630 | 14,334 | 255 | ||||||||||||
Non-investment grade: |
||||||||||||||||
0-6 months |
1,023 | 24 | 632 | 29 | ||||||||||||
7-12 months |
217 | 14 | 118 | 10 | ||||||||||||
13-24 months |
54 | 5 | 122 | 3 | ||||||||||||
Greater than 24 months |
11 | 1 | 2 | | ||||||||||||
Total non-investment grade |
1,305 | 44 | 874 | 42 | ||||||||||||
Total fixed maturity securities |
22,669 | 674 | 15,208 | 297 | ||||||||||||
Equity securities: |
||||||||||||||||
0-6 months |
266 | 7 | 49 | 2 | ||||||||||||
7-12 months |
27 | 1 | 1 | | ||||||||||||
13-24 months |
1 | | | | ||||||||||||
Greater than 24 months |
3 | | 3 | | ||||||||||||
Total equity securities |
297 | 8 | 53 | 2 | ||||||||||||
Total fixed maturity and equity securities |
$ | 22,966 | $ | 682 | $ | 15,261 | $ | 299 | ||||||||
An investment is impaired if the fair value of the investment is less than its cost adjusted for accretion, amortization, previous OTTI and hedging, otherwise defined as an unrealized loss. When an investment is impaired, the impairment is evaluated to determine whether it is temporary or other-than-temporary.
A significant judgment in the valuation of investments is the determination of when an OTTI has
occurred. The Company follows a consistent and systematic process for determining and recording an
OTTI. The Company has established a committee responsible for the OTTI process. This committee,
referred to as the Impairment Committee, is made up of three officers appointed by the Companys
Chief Financial Officer. The Impairment Committee is responsible for analyzing watch list
securities on at least a quarterly basis. The watch list includes individual securities that fall
below certain thresholds or that exhibit evidence of OTTI indicators including, but not limited to,
a significant adverse change in the financial condition and near term prospects of the issuer or a
significant adverse change in legal factors, the business climate or credit ratings.
When a security is placed on the watch list, it is monitored for further market value changes and
additional information related to the issuers financial condition. The focus is on objective
evidence that may influence the evaluation of OTTI factors.
The decision to record an OTTI incorporates both quantitative criteria and qualitative information.
The Impairment Committee considers a number of factors including, but not limited to: (a) the
length of time and the extent to which the fair value has been less than book value, (b) the
financial condition and near term prospects of the issuer, (c) the intent and ability of the
Company to retain its investment for a period of time sufficient to allow for any anticipated
13
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
recovery in value, (d) whether the debtor is current on interest and principal payments and (e)
general market conditions and industry or sector specific factors.
The Impairment Committees decision to record an OTTI loss is primarily based on whether the
securitys fair value is likely to remain below its book value in light of all of the factors
considered. For securities considered to be OTTI, the security is adjusted to fair value and the
resulting losses are recognized in realized gains/losses in the Condensed Consolidated Statements
of Operations.
Beyond the current specific facts and circumstances, the Impairment Committee also considers the
Companys broader portfolio management objectives such as asset liability duration management,
issuer and industry segment exposures, interest rate views and the overall total return focus. In
following these portfolio management objectives, changes in facts and circumstances that were
present in past reporting periods may trigger a decision to sell securities that were held in prior
reporting periods. Decisions to sell are based on current conditions or the Companys need to
shift the portfolio to maintain its portfolio management objectives including liquidity needs or
duration targets on asset/liability managed portfolios. The Company attempts to anticipate these
types of changes and if a sale decision has been made on an impaired security and that security is
not expected to recover prior to the expected time of sale, the security will be deemed OTTI in the
period that the sale decision was made and an OTTI loss will be recognized.
At June 30, 2006, the carrying value of the general account fixed maturities was $32,089 million,
representing 80% of the total investment portfolio. The net unrealized position associated with the
fixed maturity portfolio included $674 million in gross unrealized losses, consisting of
asset-backed securities which represented 60%, corporate bonds which represented 18%, municipal
securities which represented 11%, and all other fixed maturity securities which represented 11%.
The gross unrealized loss for any single issuer was no greater than 0.2% of the carrying value of
the total general account fixed maturity portfolio. The total fixed maturity gross unrealized
losses of $674 million included 2,059 securities which were, in aggregate, 3% below amortized cost.
The gross unrealized losses on equities are $8 million, including 141 securities which, in
aggregate, are below cost by 3%.
Given the current facts and circumstances, the Impairment Committee has determined that the
securities presented in the above unrealized gain/loss tables were temporarily impaired when
evaluated at June 30, 2006 or December 31, 2005, and therefore no related realized losses were
recorded. A discussion of some of the factors reviewed in making that determination is presented
below by major security type. The Company does not consider the unrealized loss related to any
single issuer to be significant.
Asset-Backed Securities
The unrealized losses on the Companys investments in asset-backed securities were caused primarily
by a change in interest rates. This category includes mortgage-backed pass-through securities
guaranteed by an agency of the U.S. government. There were 410 agency mortgage-backed securities
and 3 agency collateralized mortgage obligations (CMOs) in an unrealized loss position as of June
30, 2006. The aggregate severity of the unrealized loss on these securities was 6% of amortized
cost. These securities do not tend to be influenced by the credit of the issuer but rather the
characteristics and projected principal payments of the underlying collateral.
The remainder of the holdings in this category are corporate mortgage-backed pass-through, CMOs and
corporate asset-backed structured securities. The holdings in these sectors include 689 securities
in an unrealized loss position with over 93% of these unrealized losses related to securities rated
AAA. The aggregate severity of the unrealized loss was 3% of amortized cost. The contractual cash
flows on the asset-backed structured securities are pass-through but may be structured into classes
of preference. The structured securities held are generally secured by over collateralization or
default protection provided by subordinated tranches. The Company purchased the majority of those
investments at a discount relative to their face amount. Within this category, securities subject
to EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased and
Retained Beneficial Interests in Securitized Financial Assets (EITF 99-20), are monitored for
adverse changes in cash flow projections. If there are adverse changes in cash flows the amount of
accretable yield is prospectively adjusted and an OTTI loss is recognized. There was no adverse
change in estimated cash flows noted for the EITF 99-20 securities, which have an aggregate
unrealized loss of $17.6 million and an aggregate severity of the unrealized loss of 2% of
amortized cost.
14
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Because the decline in fair value was primarily attributable to changes in interest rates and not
credit quality and because the Company has the ability and intent to hold those investments until a
recovery of fair value, which may
be maturity, the Company considers these investments to be temporarily impaired at June 30, 2006.
Corporate Securities
The Companys portfolio management objective for corporate bonds focuses on sector and issuer
exposures and value analysis within sectors. In order to maximize the total return objectives,
corporate bonds are analyzed on a risk adjusted basis compared to other opportunities that are
available in the market. Trading decisions may be made based on an issuer that may be overvalued
in the Companys portfolio compared to a like issuer that may be undervalued in the market. The
Company also monitors issuer exposure and broader industry sector exposures and may reduce
exposures based on its current view of a specific issuer or sector.
The unrealized losses on the Companys investments in corporate bonds were caused primarily by a
change in interest rates. Of the unrealized losses in this category, 72% relate to securities
rated as investment grade (rated BBB or higher). The holdings in this category are diversified
across 11 industry sectors and 387 securities. The aggregate severity of the unrealized loss was
less than 4% of amortized cost. Within corporate bonds, the largest industry sectors were
financial, communications and consumer cyclical, which as a percentage of total gross unrealized
losses were 41%, 15% and 13% at June 30, 2006. The decline in market value is primarily
attributable to changes in interest rates and macro conditions in certain sectors that the market
views as temporarily out of favor. Because the decline is not related to specific credit quality
issues, and because the Company has the ability and intent to hold those investments until a
recovery of fair value, which may be maturity, the Company considers these investments to be
temporarily impaired at June 30, 2006.
States, Municipalities and Political Subdivisions Tax-Exempt Securities
The unrealized losses on the Companys investment in municipal securities were caused primarily by
changes in interest rates. The Company invests in tax-exempt municipal securities as an asset class
for economic benefits of the returns on the class compared to like after-tax returns on alternative
classes. Of the 376 securities in an unrealized loss position in the municipal portfolio, over 98%
of these unrealized losses related to securities A rated or above where the cash flows are secured
by the credit of the issuer. The aggregate unrealized loss severity in this category was 2% of
amortized cost. Because the Company has the ability and intent to hold those investments until a
recovery of fair value, which may be maturity, the Company considers these investments to be
temporarily impaired at June 30, 2006.
Investment Commitments
As of June 30, 2006 and December 31, 2005, the Company had committed approximately $134 million and
$191 million to future capital calls from various third-party limited partnership investments in
exchange for an ownership interest in the related partnerships.
The Company invests in multiple bank loan participations as part of its overall investment strategy
and has committed to additional future purchases and sales. The purchase and sale of these
investments are recorded on the date that the legal agreements are finalized and cash settlement is
made. As of June 30, 2006 and December 31, 2005, the Company had commitments to purchase $170
million and $82 million, and sell $24 million and $12 million of various bank loan participations.
When loan participation purchases are settled and recorded they may contain both funded and
unfunded amounts. An unfunded loan represents an obligation by the Company to provide additional
amounts under the terms of the loan participation. The funded portions are reflected on the
Condensed Consolidated Balance Sheets, while any unfunded amounts are not recorded until a draw is
made under the loan facility. As of June 30, 2006 and December 31, 2005, the Company had
obligations on unfunded bank loan participations in the amount of $20 million and $21 million.
15
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Note E. Derivative Financial Instruments
A summary of the recognized gains (losses) related to derivative financial instruments follows.
Derivative Financial Instruments Recognized Gains (Losses) | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
General account |
||||||||||||||||
Without hedge designation |
||||||||||||||||
Swaps |
$ | | $ | (23 | ) | $ | 6 | $ | (20 | ) | ||||||
Futures sold, not yet purchased |
| | 2 | | ||||||||||||
Currency forwards |
(2 | ) | | (2 | ) | 1 | ||||||||||
Commitments to purchase government and municipal securities
(TBAs) |
1 | | | | ||||||||||||
Options embedded in convertible bonds |
| (15 | ) | | (27 | ) | ||||||||||
Trading activities |
||||||||||||||||
Futures purchased |
(18 | ) | 7 | 11 | (26 | ) | ||||||||||
Futures sold, not yet purchased |
2 | | 2 | | ||||||||||||
Currency forwards |
(1 | ) | | | | |||||||||||
Options purchased |
| (1 | ) | | (1 | ) | ||||||||||
Options written |
| | | 1 | ||||||||||||
Total |
$ | (18 | ) | $ | (32 | ) | $ | 19 | $ | (72 | ) | |||||
16
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
A summary of the aggregate contractual or notional amounts and estimated fair values related
to derivative financial instruments follows. The contractual or notional amounts for derivatives
are used to calculate the exchange of contractual payments under the agreements and are not
representative of the potential for gain or loss on these instruments.
Derivative Financial Instruments | ||||||||||||
Contractual/ | Estimated | Estimated | ||||||||||
June 30, 2006 | Notional | Fair Value | Fair Value | |||||||||
(In millions) | Amount | Asset | (Liability) | |||||||||
General account |
||||||||||||
Without hedge designation |
||||||||||||
Swaps |
$ | 318 | $ | | $ | (3 | ) | |||||
Currency forwards |
17 | | | |||||||||
Equity warrants |
6 | 2 | | |||||||||
Options embedded in convertible debt securities |
12 | 1 | | |||||||||
Trading activities |
||||||||||||
Futures purchased |
691 | | (2 | ) | ||||||||
Futures sold, not yet purchased |
103 | | | |||||||||
Currency forwards |
41 | | | |||||||||
Total general account |
$ | 1,188 | $ | 3 | $ | (5 | ) | |||||
Separate accounts |
||||||||||||
Options written |
$ | 8 | $ | | $ | | ||||||
Total separate accounts |
$ | 8 | $ | | $ | | ||||||
Derivative Financial Instruments |
||||||||||||
Contractual/ | Estimated | Estimated | ||||||||||
December 31, 2005 | Notional | Fair Value | Fair Value | |||||||||
(In millions) | Amount | Asset | (Liability) | |||||||||
General account |
||||||||||||
With hedge designation |
||||||||||||
Swaps |
$ | 265 | $ | | $ | (1 | ) | |||||
Without hedge designation |
||||||||||||
Swaps |
756 | | (8 | ) | ||||||||
Currency forwards |
15 | | | |||||||||
Equity warrants |
6 | 2 | | |||||||||
Options embedded in convertible debt securities |
12 | 1 | | |||||||||
Trading activities |
||||||||||||
Futures purchased |
1,058 | | (4 | ) | ||||||||
Futures sold, not yet purchased |
166 | | | |||||||||
Currency forwards |
59 | | (1 | ) | ||||||||
Commitments to purchase mortgage-backed securities |
21 | | | |||||||||
Options purchased |
20 | | | |||||||||
Options written |
21 | | | |||||||||
Total general account |
$ | 2,399 | $ | 3 | $ | (14 | ) | |||||
Separate accounts |
||||||||||||
Options written |
$ | 7 | $ | | $ | | ||||||
Total separate accounts |
$ | 7 | $ | | $ | | ||||||
17
Table of Contents
CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Options embedded in convertible debt securities are classified as fixed maturity securities in
the Condensed Consolidated Balance Sheets, consistent with the host instruments.
Note F. Income Taxes
CNA and its eligible subsidiaries (CNA Tax Group) are included in the consolidated federal income
tax return of Loews and its eligible subsidiaries.
For the six months ended June 30, 2006, CNA paid Loews $9 million, while it received from Loews $16
million for the six months ended June 30, 2005, related to federal income taxes. CNAs consolidated
federal income taxes payable at June 30, 2006 reflects a $56 million payable to Loews. At December
31, 2005, CNAs consolidated federal income taxes recoverable included a $68 million recoverable
from Loews and a $6 million payable related to affiliates less than 80% owned.
The Loews consolidated federal income tax returns have been settled with the Internal Revenue
Service through 2001 as the tax returns for 1998-2001, including related carryback claims and prior
claims for refund, were approved by the Joint Committee on Taxation in the second quarter of 2005.
As a result, the Company recorded a federal income tax benefit of $36 million and net refund
interest of $79 million, net of tax, in the second quarter of 2005. The tax benefit related
primarily to the release of federal income tax reserves.
In 2005, the Company paid Loews $37 million related to the net tax deficiency for the 1998-2001 tax
returns and received from Loews $121 million related to net refund interest. The net refund
interest was included in Other Revenues on the Condensed Consolidated Statements of Operations for
the three and six months ended June 30, 2005, and was reflected in the Corporate and Other Non-Core
segment.
The Loews federal income tax returns for 2002 through 2004 have been examined and are currently
under review by the Joint Committee on Taxation. The Company believes the outcome of this review
will not have a material effect on the financial condition or results of operations of the Company.
Note G. Legal Proceedings and Contingent Liabilities
Insurance Brokerage Antitrust Litigation
On August 1, 2005, CNAF and several of its insurance subsidiaries were joined as defendants, along
with other insurers and brokers, in multidistrict litigation pending in the United States District
Court for the District of New Jersey, In re Insurance Brokerage Antitrust Litigation, Civil No.
04-5184 (FSH). The plaintiffs in this litigation allege improprieties in the payment of
contingent commissions to brokers and bid rigging in connection with the sale of various lines of
insurance. The plaintiffs further allege the existence of a conspiracy and assert claims for
federal and state antitrust law violations, for violations of the federal Racketeer Influenced and
Corrupt Organizations Act and for recovery under various state common law theories. The Company
believes it has meritorious defenses to this action and intends to defend the case vigorously.
The extent of losses beyond any amounts that may be accrued are not readily determinable at this
time. However, based on facts and circumstances presently known, in the opinion of management, an
unfavorable outcome will not materially affect the equity of the Company, although results of
operations may be adversely affected.
Global Crossing Limited Litigation
CCC has been named as a defendant in an action brought by the bankruptcy estate of Global Crossing
Limited (Global Crossing) in the United States Bankruptcy Court for the Southern District of New
York. In the Complaint, served on CCC on May 24, 2005, plaintiff seeks unspecified monetary
damages from CCC and the other defendants for alleged fraudulent transfers and alleged breaches of
fiduciary duties arising from actions taken by Global Crossing while CCC was a shareholder of
Global Crossing. CCC believes it has meritorious defenses to this action and intends to defend the
case vigorously.
The extent of losses beyond any amounts that may be accrued are not readily determinable at this
time. However, based on facts and circumstances presently known, in the opinion of management, an
unfavorable outcome will not materially affect the equity of the Company, although results of
operations may be adversely affected.
18
Table of Contents
CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
IGI Contingency
In 1997, CNA Reinsurance Company Limited (CNA Re Ltd.) entered into an arrangement with IOA Global,
Ltd. (IOA), an independent managing general agent based in Philadelphia, Pennsylvania, to develop
and manage a book
of accident and health coverages. Pursuant to this arrangement, IGI Underwriting Agencies, Ltd.
(IGI), a personal accident reinsurance managing general underwriter, was appointed to underwrite
and market the book under the supervision of IOA. Between April 1, 1997 and December 1, 1999, IGI
underwrote a number of reinsurance arrangements with respect to personal accident insurance
worldwide (the IGI Program). Under various arrangements, CNA Re Ltd. both assumed risks as a
reinsurer and also ceded a substantial portion of those risks to other companies, including other
CNA insurance subsidiaries and ultimately to a group of reinsurers participating in a reinsurance
pool known as the Associated Accident and Health Reinsurance Underwriters (AAHRU) Facility. CNAs
group operations business unit participated as a pool member in the AAHRU Facility in varying
percentages between 1997 and 1999.
A portion of the premiums assumed under the IGI Program related to United States workers
compensation carve-out business. Some of these premiums were received from John Hancock Mutual
Life Insurance Company (John Hancock) under four excess of loss reinsurance treaties (the Treaties)
issued by CNA Re Ltd. While John Hancock has indicated that it is not able to accurately quantify
its potential exposure to its cedents on business which is retroceded to CNA, John Hancock has
reported $266 million of paid and unpaid losses under these Treaties. John Hancock is disputing
portions of its assumed obligations resulting in these reported losses, and has advised CNA that it
is, or has been, involved in multiple arbitrations with its own cedents, in which proceedings John
Hancock is seeking to avoid and/or reduce risks that would otherwise arguably be ceded to CNA
through the Treaties. John Hancock has further informed CNA that it has settled several of these
disputes, but has not provided CNA with details of the settlements. To the extent that John
Hancock is successful in reducing its liabilities in these disputes, that development may have an
impact on the recoveries it is seeking under the Treaties from CNA.
As indicated, CNA arranged substantial reinsurance protection to manage its exposures under the IGI
Program, including the United States workers compensation carve-out business ceded from John
Hancock and other reinsurers. While certain reinsurers of CNA, including participants in the AAHRU
Facility, disputed their liabilities under the reinsurance contracts with respect to the IGI
Program, those disputes have been resolved and substantial reinsurance coverage exists for those
exposures.
In addition, CNA has instituted arbitration proceedings against John Hancock in which CNA is
seeking rescission of the Treaties as well as access to and the right to inspect the books and
records relating to the Treaties. Discovery is ongoing in that arbitration proceeding and a
hearing is currently scheduled for April 2007. Based on information known at this time, CNA
believes it has strong grounds to successfully challenge its alleged exposure derived from John
Hancock through the ongoing arbitration proceedings. CNA has also undertaken legal action seeking
to avoid portions of the remaining exposure arising out of the IGI Program.
CNA has established reserves for its estimated exposure under the IGI Program, other than that
derived from John Hancock, and an estimate for recoverables from retrocessionaires. CNA has not
established any reserve for any exposure derived from John Hancock because, as indicated, CNA
believes the contract will be rescinded. Although the results of the Companys various loss
mitigation strategies with respect to the entire IGI Program to date support the recorded reserves,
the estimate of ultimate losses is subject to considerable uncertainty due to the complexities
described above, and the Companys inability to guarantee any outcome in the arbitration
proceedings. As a result of these uncertainties, the results of operations in future periods may
be adversely affected by potentially significant reserve additions. However, the extent of losses
beyond any amounts that may be accrued are not readily determinable at this time. Management does
not believe that any such reserve additions would be material to the equity of the Company,
although results of operations may be adversely affected. The Companys position in relation to
the IGI Program was unaffected by the sale of CNA Re Ltd. in 2002.
California Wage and Hour Litigation
Ernestine Samora, et al. v. CCC, Case No. BC 242487, Superior Court of California, County
of Los Angeles, California and Brian Wenzel v. Galway Insurance Company, Superior Court of
California, County of Orange No. BC01CC08868 are purported class actions on behalf of present and
former CNA employees asserting they worked hours for which they should have been compensated at a
rate of one and one-half times their base hourly wage over
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
a four-year period. Plaintiffs were
seeking overtime compensation, penalty wages, and other statutory penalties without
specifying any particular amounts. The Company has entered into a settlement agreement with
plaintiffs which was approved by the Court in July 2006. The Company previously recorded a
liability in anticipation of this settlement, therefore resolution of this matter has no material
impact on results of operations.
New Jersey Wage and Hour Litigation
W. Curtis Himmelman, individually and on behalf of all others similarly situated v. Continental
Casualty Company, Civil Action: 06-166, District Court of New Jersey (Trenton Division) is a
purported class action and representative action brought on behalf of present and former CNA
environmental claims analysts and workers compensation claims analysts asserting they worked hours
for which they should have been compensated at a rate of one and one-half times their base hourly
wage. The Complaint was filed on January 12, 2006. The claims are brought under both federal and
New Jersey state wage and hour laws on the basis that the relevant jobs are not exempt from
overtime pay because the duties performed are not exempt duties. Under federal law and New Jersey
state law, plaintiff seeks to represent others similarly situated who opt in to the action and who
also allege they are owed overtime pay for hours worked over eight hours per day and/or forty hours
per workweek for the period January 5, 2003 to the entry of judgment. Plaintiff seeks overtime
compensation, compensatory, punitive and statutory damages, interest, costs and disbursements and
attorneys fees without specifying any particular amounts (as well as an injunction). Under New
Jersey law, plaintiff seeks to represent an opt out class of employees and former employees
holding the analysts jobs described above (a class alleged to be at least 300 individuals). The
Company denies the material allegations of the Complaint and intends to vigorously contest the
claims on numerous substantive and procedural grounds.
The extent of losses beyond any amounts that may be accrued are not readily determinable at this
time. However, based on facts and circumstances presently known, in the opinion of management, an
unfavorable outcome will not materially affect the equity of the Company, although results of
operations may be adversely affected.
Voluntary Market Premium Litigation
CNA, along with dozens of other insurance companies, is currently a defendant in nine cases,
including eight purported class actions, brought by large policyholders. The complaints differ in
some respects, but generally allege that the defendants, as part of an industry-wide conspiracy,
included improper charges in their retrospectively rated and other loss-sensitive insurance
programs. Among the claims asserted are violations of state antitrust laws, breach of contract,
fraud and unjust enrichment. The Company has denied the material allegations made in these cases
and has entered into a settlement agreement which is subject to court approval. The Company
previously recorded a liability in anticipation of this settlement, therefore resolution of this
matter is not expected to have a material impact on results of operations.
Asbestos, Environmental Pollution and Mass Tort (APMT) Reserves
CNA is also a party to litigation and claims related to APMT cases arising in the ordinary course
of business. See Note H for further discussion.
Other Litigation
CNA is also a party to other litigation arising in the ordinary course of business. Based on the
facts and circumstances currently known, such other litigation will not, in the opinion of
management, materially affect the results of operations or equity of CNA.
Note H. Claim and Claim Adjustment Expense Reserves
CNAs property and casualty insurance claim and claim adjustment expense reserves represent the
estimated amounts necessary to settle all outstanding claims, including claims that are incurred
but not reported (IBNR) as of the reporting date. The Companys reserve projections are based
primarily on detailed analysis of the facts in each case, CNAs experience with similar cases and
various historical development patterns. Consideration is given to such historical patterns as
field reserving trends and claims settlement practices, loss payments, pending levels of
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
unpaid
claims and product mix, as well as court decisions, economic conditions and public attitudes. All
of these factors can affect the estimation of claim and claim adjustment expense reserves.
Establishing claim and claim adjustment expense reserves, including claim and claim adjustment
expense reserves for catastrophic events that have occurred, is an estimation process. Many
factors can ultimately affect the final settlement of a claim and, therefore, the necessary
reserve. Changes in the law, results of litigation, medical costs, the cost of repair materials
and labor rates can all affect ultimate claim costs. In addition, time can be a critical part
of reserving determinations since the longer the span between the incidence of a loss and the
payment or settlement of the claim, the more variable the ultimate settlement amount can be.
Accordingly, short-tail claims, such as property damage claims, tend to be more reasonably
estimable than long-tail claims, such as general liability and professional liability claims.
Adjustments to prior year reserve estimates, if necessary, are reflected in the results of
operations in the period that the need for such adjustments is determined.
Catastrophes are an inherent risk of the property and casualty insurance business and have
contributed to material period-to-period fluctuations in the Companys results of operations and/or
equity. The level of catastrophe losses experienced in any period cannot be predicted and can be
material to the results of operations and/or equity of the Company. Catastrophe losses were $6
million and $5 million for the three months ended June 30, 2006 and 2005 and $18 million and $6
million for the six months ended June 30, 2006 and 2005.
Claim and claim adjustment expense reserves are presented net of amounts due from insureds related
to losses under high deductible policies. The Company has an allowance for uncollectible
deductible amounts, which is presented as a component of the allowance for doubtful accounts for
insurance receivables.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
The following tables summarize the gross and net carried reserves as of June 30, 2006 and December
31, 2005.
June 30, 2006 | ||||||||||||||||||||
Gross and Net Carried | ||||||||||||||||||||
Claim and Claim Adjustment Expense Reserves | Life and | Corporate | ||||||||||||||||||
Standard | Specialty | Group | and Other | |||||||||||||||||
(In millions) | Lines | Lines | Non-Core | Non-Core | Total | |||||||||||||||
Gross Case Reserves |
$ | 6,967 | $ | $1,801 | $ | 2,499 | $ | 2,867 | $ | 14,134 | ||||||||||
Gross IBNR Reserves |
7,856 | 3,594 | 686 | 3,907 | 16,043 | |||||||||||||||
Total Gross Carried Claim and Claim
Adjustment Expense Reserves |
$ | 14,823 | $ | 5,395 | $ | 3,185 | $ | 6,774 | $ | 30,177 | ||||||||||
Net Case Reserves |
$ | 4,761 | $ | 1,335 | $ | 1,472 | $ | 1,312 | $ | 8,880 | ||||||||||
Net IBNR Reserves |
6,364 | 2,649 | 380 | 1,908 | 11,301 | |||||||||||||||
Total Net Carried Claim and Claim
Adjustment Expense Reserves |
$ | 11,125 | $ | 3,984 | $ | 1,852 | $ | 3,220 | $ | 20,181 | ||||||||||
December 31, 2005 | ||||||||||||||||||||
Gross and Net Carried | ||||||||||||||||||||
Claim and Claim Adjustment Expense Reserves | Life and | Corporate | ||||||||||||||||||
Standard | Specialty | Group | and Other | |||||||||||||||||
(In millions) | Lines | Lines | Non-Core | Non-Core | Total | |||||||||||||||
Gross Case Reserves |
$ | 7,033 | $ | 1,907 | $ | 2,542 | $ | 3,297 | $ | 14,779 | ||||||||||
Gross IBNR Reserves |
8,051 | 3,298 | 735 | 4,075 | 16,159 | |||||||||||||||
Total Gross Carried Claim and Claim
Adjustment Expense Reserves |
$ | 15,084 | $ | 5,205 | $ | 3,277 | $ | 7,372 | $ | 30,938 | ||||||||||
Net Case Reserves |
$ | 5,165 | $ | 1,442 | $ | 1,456 | $ | 1,554 | $ | 9,617 | ||||||||||
Net IBNR Reserves |
6,081 | 2,352 | 381 | 1,902 | 10,716 | |||||||||||||||
Total Net Carried Claim and Claim
Adjustment Expense Reserves |
$ | 11,246 | $ | 3,794 | $ | 1,837 | $ | 3,456 | $ | 20,333 | ||||||||||
The following provides discussion of the Companys Asbestos, Environmental Pollution and Mass Tort (APMT) and core reserves.
APMT Reserves
CNAs property and casualty insurance subsidiaries have actual and potential exposures related to
APMT claims.
Establishing reserves for APMT claim and claim adjustment expenses is subject to uncertainties that
are greater than those presented by other claims. Traditional actuarial methods and techniques
employed to estimate the ultimate cost of claims for more traditional property and casualty
exposures are less precise in estimating claim and claim adjustment expense reserves for APMT,
particularly in an environment of emerging or potential claims and
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
coverage issues that arise from industry practices and legal, judicial, and social conditions.
Therefore, these traditional actuarial methods and techniques are necessarily supplemented with
additional estimating techniques and methodologies, many of which involve significant judgments
that are required of management. Accordingly, a high degree of uncertainty remains for the
Companys ultimate liability for APMT claim and claim adjustment expenses.
In addition to the difficulties described above, estimating the ultimate cost of both reported and
unreported APMT claims is subject to a higher degree of variability due to a number of additional
factors, including among others: the number and outcome of direct actions against the Company;
coverage issues, including whether certain costs are covered under the policies and whether policy
limits apply; allocation of liability among numerous parties, some of whom may be in bankruptcy
proceedings, and in particular the application of joint and several liability to specific
insurers on a risk; inconsistent court decisions and developing legal theories; continuing
aggressive tactics of plaintiffs lawyers; the risks and lack of predictability inherent in major
litigation; enactment of federal legislation to address asbestos claims; a further increase in
asbestos, environmental pollution and mass tort claims which cannot now be anticipated; liability
against the Companys policyholders in environmental matters; broadened scope of clean-up resulting
in increased liability to the Companys policyholders; a further increase of claims and claims
payments that may exhaust underlying umbrella and excess coverage at accelerated rates; and future
developments pertaining to the Companys ability to recover reinsurance for asbestos, pollution and
mass tort claims.
CNA has regularly performed ground up reviews of all open APMT claims to evaluate the adequacy of
the Companys APMT reserves. In performing its comprehensive ground up analysis, the Company
considers input from its professionals with direct responsibility for the claims, inside and
outside counsel with responsibility for representation of the Company, and its actuarial staff.
These professionals review, among many factors, the policyholders present and predicted future
exposures, including such factors as claims volume, trial conditions, prior settlement history,
settlement demands and defense costs; the impact of asbestos defendant bankruptcies on the
policyholder; the policies issued by CNA, including such factors as aggregate or per occurrence
limits, whether the policy is primary, umbrella or excess, and the existence of policyholder
retentions and/or deductibles; the existence of other insurance; and reinsurance arrangements.
The following table provides data related to CNAs APMT claim and claim adjustment expense
reserves.
APMT Reserves
June 30, 2006 | December 31, 2005 | |||||||||||||||
Environmental | Environmental | |||||||||||||||
Pollution and | Pollution and | |||||||||||||||
Asbestos | Mass Tort | Asbestos | Mass Tort | |||||||||||||
(In millions) | ||||||||||||||||
Gross reserves |
$ | 2,799 | $ | 603 | $ | 2,992 | $ | 680 | ||||||||
Ceded reserves |
(1,294 | ) | (229 | ) | (1,438 | ) | (257 | ) | ||||||||
Net reserves |
$ | 1,505 | $ | 374 | $ | 1,554 | $ | 423 | ||||||||
Asbestos
CNAs property and casualty insurance subsidiaries have exposure to asbestos-related claims.
Estimation of asbestos-related claim and claim adjustment expense reserves involves limitations
such as inconsistency of court decisions, specific policy provisions, allocation of liability among
insurers and insureds, and additional factors such as missing policies and proof of coverage.
Furthermore, estimation of asbestos-related claims is difficult due to, among other reasons, the
proliferation of bankruptcy proceedings and attendant uncertainties, the targeting of a broader
range of businesses and entities as defendants, the uncertainty as to which other insureds may be
targeted in the future and the uncertainties inherent in predicting the number of future claims.
As of June 30, 2006 and December 31, 2005, CNA carried approximately $1,505 million and $1,554
million of claim and claim adjustment expense reserves, net of reinsurance recoverables, for
reported and unreported asbestos-related claims. The Company recorded $1 million and $7 million of
unfavorable asbestos-related net claim and claim adjustment expense reserve development for the six
months ended June 30, 2006 and 2005. The Company paid asbestos-related claims, net of
reinsurance recoveries, of $50 million and $73 million for the six months ended June 30, 2006 and
2005.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
Certain asbestos claim litigation in which CNA is currently engaged is described below:
The ultimate cost of reported claims, and in particular APMT claims, is subject to a great many
uncertainties, including future developments of various kinds that CNA does not control and that
are difficult or impossible to foresee accurately. With respect to the litigation identified below
in particular, numerous factual and legal issues remain unresolved. Rulings on those issues by the
courts are critical to the evaluation of the ultimate cost to the Company. The outcome of the
litigation cannot be predicted with any reliability. Accordingly, the extent of losses beyond any
amounts that may be accrued are not readily determinable at this time.
On February 13, 2003, CNA announced it had resolved asbestos related coverage litigation and claims
involving A.P. Green Industries, A.P. Green Services and Bigelow Liptak Corporation. Under the
agreement, CNA is required to pay $74 million, net of reinsurance recoveries, over a ten year
period commencing after the final approval of a bankruptcy plan of reorganization. The settlement
resolves CNAs liabilities for all pending and future asbestos and silica claims involving A.P.
Green Industries, Bigelow Liptak Corporation and related subsidiaries, including alleged
non-products exposures. The settlement received initial bankruptcy court approval on August 18,
2003 and the court is scheduled to consider confirmation of a bankruptcy plan containing an
injunction to protect CNA from any future claims by the end of 2006.
CNA is engaged in insurance coverage litigation in New York State Court, filed in 2003, with a
defendant class of underlying plaintiffs who have asbestos bodily injury claims against the former
Robert A. Keasbey Company (Keasbey) (Continental Casualty Co. v. Employers Ins. of Wausau et
al., No. 601037/03 (N.Y. County)). Keasbey, a currently dissolved corporation, was a seller
and installer of asbestos-containing insulation products in New York and New Jersey. Thousands of
plaintiffs have filed bodily injury claims against Keasbey; however, Keasbeys involvement at a
number of work sites is a highly contested issue. Therefore, the defense disputes the percentage
of valid claims against Keasbey. CNA issued Keasbey primary policies for 1970-1987 and excess
policies for 1972-1978. CNA has paid an amount substantially equal to the policies aggregate
limits for products and completed operations claims in the confirmed CNA policies. Claimants
against Keasbey allege, among other things, that CNA owes coverage under sections of the policies
not subject to the aggregate limits, an allegation CNA vigorously contests in the lawsuit. In the
litigation, CNA and the claimants seek declaratory relief as to the interpretation of various
policy provisions. The court dismissed a claim alleging bad faith and seeking unspecified damages
on March 21, 2004; that ruling was affirmed on March 31, 2005 by Appellate Division, First
Department. The trial in the Keasbey coverage action commenced on July 13, 2005; closing arguments
concluded on October 28, 2005. The Court reopened the record in January 2006 for additional
evidentiary submissions and briefing, and additional closing arguments were held March 27, 2006.
It is unclear when the Company will have a decision from the trial court. With respect to this
litigation in particular, numerous factual and legal issues remain to be resolved that are critical
to the final result, the outcome of which cannot be predicted with any reliability. These factors
include, among others: (a) whether the Company has any further responsibility to compensate
claimants against Keasbey under its policies and, if so, under which policies; (b) whether the
Companys responsibilities extend to a particular claimants entire claim or only to a limited
percentage of the claim; (c) whether the Companys responsibilities under its policies are limited
by the occurrence limits or other provisions of the policies; (d) whether certain exclusions in
some of the policies apply to exclude certain claims; (e) the extent to which claimants can
establish exposures to asbestos materials as to which Keasbey has any responsibility; (f) the legal
theories which must be pursued by such claimants to establish the liability of Keasbey and whether
such theories can, in fact, be established; (g) the diseases and damages alleged by such claimants;
and (h) the extent that such liability would be shared with other responsible parties.
Accordingly, the extent of losses beyond any amounts that may be accrued are not readily
determinable at this time.
CNA has insurance coverage disputes related to asbestos bodily injury claims against a bankrupt
insured, Burns & Roe Enterprises, Inc. (Burns & Roe). These disputes are currently part of
coverage litigation (stayed in view of the bankruptcy) and an adversary proceeding in In re: Burns
& Roe Enterprises, Inc., pending in the U.S. Bankruptcy Court for the District of New Jersey, No.
00-41610. Burns & Roe provided engineering and related services in connection with construction
projects. At the time of its bankruptcy filing, on December 4, 2000, Burns & Roe asserted that it
faced approximately 11,000 claims alleging bodily injury resulting from exposure to asbestos as a
result of construction projects in which Burns & Roe was involved. CNA allegedly provided primary
liability
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
coverage to Burns & Roe from 1956-1969 and 1971-1974, along with certain project-specific
policies from 1964-1970. The litigation involves disputes over the confirmation of the Plan of
Reorganization in bankruptcy, the scope and extent of coverage, if any, afforded to Burns & Roe for
its asbestos liabilities. On December 5, 2005, Burns &
Roe filed its Third Amended Plan of Reorganization (Plan). A confirmation hearing relating to
that Plan is anticipated in 2007. Coverage issues will be determined in a later proceeding. With
respect to both confirmation of the Plan and coverage issues, numerous factual and legal issues
remain to be resolved that are critical to the final result, the outcome of which cannot be
predicted with any reliability. These factors include, among others: (a) whether the Company has
any further responsibility to compensate claimants against Burns & Roe under its policies and, if
so, under which; (b) whether the Companys responsibilities under its policies extend to a
particular claimants entire claim or only to a limited percentage of the claim; (c) whether the
Companys responsibilities under its policies are limited by the occurrence limits or other
provisions of the policies; (d) whether certain exclusions, including professional liability
exclusions, in some of the Companys policies apply to exclude certain claims; (e) the extent to
which claimants can establish exposure to asbestos materials as to which Burns & Roe has any
responsibility; (f) the legal theories which must be pursued by such claimants to establish the
liability of Burns & Roe and whether such theories can, in fact, be established; (g) the diseases
and damages alleged by such claimants; (h) the extent that any liability of Burns & Roe would be
shared with other potentially responsible parties; and (i) the impact of bankruptcy proceedings on
claims and coverage issue resolution. Accordingly, the extent of losses beyond any amounts that
may be accrued are not readily determinable at this time.
Suits have also been initiated directly against two CNA companies and other insurers in four
jurisdictions: Ohio, Texas, West Virginia and Montana. In the approximately 70 Ohio actions filed
to date, plaintiffs initially alleged that the defendants negligently performed duties undertaken
to protect workers and the public from the effects of asbestos, spoliated evidence and conspired
and acted in concert to harm the plaintiffs. (E.g. Varner v. Ford Motor Co., (Ohio Ct. Common Pl.,
filed June 12, 2003); Peplowski v. ACE American Ins. Co., (N.D. Ohio, filed April 1, 2004) and
Cross v. Garlock, Inc. (Ohio Ct. Common Pl., filed September 1, 2004)). In the most recent of
these cases, plaintiffs have made only negligent undertaking claims against the insurers. (E.g.,
Ball v. Goodyear Tire & Rubber Co. (Ohio Ct. Common Pl., filed May 16, 2005)). The Cuyahoga County
court granted insurers, including CNA, dismissals against an initial group of plaintiffs, ruling
that insurers had no duty to warn plaintiffs about the dangers of asbestos and that there was no
basis for spoliation, conspiracy and concert of action claims. That ruling was affirmed on appeal.
Bugg v. Am. Std., Inc., No. 84829 (Ohio Ct. App. May 26, 2005). The Cuyahoga County court
has continued to dismiss substantially similar types of complaints and plaintiffs have either
failed to appeal the dismissals or have voluntarily dismissed their appeals. Nonetheless,
plaintiffs continued to file additional similar suits, although at this point, all cases in that
court have been dismissed. The only case that remains pending at this time is Peplowski,
which was transferred to the federal Multi-District Litigation court in October 2004 and has been
dormant since then. With respect to this litigation, numerous factual and legal issues remain to
be resolved that are critical to the final result, the outcome of which cannot be predicted with
any reliability. These factors include: (a) the speculative nature and unclear scope of any
alleged duties owed to individuals exposed to asbestos and the resulting uncertainty as to the
potential pool of potential claimants; (b) the fact that imposing such duties on all insurer and
non-insurer corporate defendants would be unprecedented and, therefore, the legal boundaries of
recovery are difficult to estimate; (c) the fact that many of the claims brought to date may be
barred by various Statutes of Limitation and it is unclear whether future claims would also be
barred; (d) the unclear nature of the required nexus between the acts of the defendants and the
right of any particular claimant to recovery; and (e) the existence of hundreds of co-defendants in
some of the suits and the applicability of the legal theories pled by the claimants to thousands of
potential defendants. Accordingly, the extent of losses beyond any amounts that may be accrued are
not readily determinable at this time.
Similar lawsuits were filed in Texas beginning in 2002, against two CNA companies and numerous
other insurers and non-insurer corporate defendants asserting liability for failing to warn of the
dangers of asbestos (E.g. Boson v. Union Carbide Corp., (Nueces County, Texas)). During
2003, many of the Texas suits were dismissed as time-barred by the applicable Statute of
Limitations. In other suits, the carriers argued that they did not owe any duty to the plaintiffs
or the general public to advise the world generally or the plaintiffs particularly of the effects
of asbestos and that Texas statutes precluded liability for such claims, and two Texas courts
dismissed these suits. Certain of the Texas courts rulings were appealed, but plaintiffs later
dismissed their appeals. More recently, a different Texas court denied similar motions seeking
dismissal at the pleading stage, allowing limited discovery to proceed. After that court denied a
related challenge to jurisdiction, the insurers transferred those cases, among
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
others, to a state
multi-district litigation court in Harris County charged with handling asbestos cases, and the
cases remain in that court. The insurers have petitioned the appellate court in Houston for an
order of mandamus, requiring the multi-district litigation court to dismiss the cases on
jurisdictional and substantive grounds. With respect to this litigation in particular, numerous
factual and legal issues remain to be resolved that are critical to the
final result, the outcome of which cannot be predicted with any reliability. These factors
include: (a) the speculative nature and unclear scope of any alleged duties owed to individuals
exposed to asbestos and the resulting uncertainty as to the potential pool of potential claimants;
(b) the fact that imposing such duties on all insurer and non-insurer corporate defendants would be
unprecedented and, therefore, the legal boundaries of recovery are difficult to estimate; (c) the
fact that many of the claims brought to date are barred by various Statutes of Limitation and it is
unclear whether future claims would also be barred; (d) the unclear nature of the required nexus
between the acts of the defendants and the right of any particular claimant to recovery; and (e)
the existence of hundreds of co-defendants in some of the suits and the applicability of the legal
theories pled by the claimants to thousands of potential defendants. Accordingly, the extent of
losses beyond any amounts that may be accrued are not readily determinable at this time.
CCC was named in Adams v. Aetna, Inc., et al. (Circuit Court of Kanawha County, West
Virginia, Nos, 0-2C-1708 to -1719, filed June 28, 2002), a purported class action against CCC and
other insurers, alleging that the defendants violated West Virginias Unfair Trade Practices Act
(UTPA) in handling and resolving asbestos claims against five specifically named asbestos
defendants. The Adams litigation had been stayed pending a planned motion by plaintiffs to file an
amended complaint that reflected two June 2004 decisions of the West Virginia Supreme Court of
Appeals. In June 2005, the court presiding over Adams and three similar putative class actions
against other insurers, on its own motion, directed plaintiffs to file any amended complaints by
June 13, 2005, and directed the parties to agree upon a case management order that would result in
trial being commenced by July 2006. Plaintiffs Amended Complaint greatly expands the scope of the
action against the insurers, including CCC. Under the Amended Complaint, the defendant insurers,
including CCC, have now been sued for alleged violations of the UTPA in connection with handling
and resolving asbestos personal injury and wrongful death claims in West Virginia courts against
all their insureds if those claims were resolved before June 30, 2001. CCC, along with other
insurer defendants removed the Adams case to Federal court, Adams v. Ins. Co. of North America
(INA) et al. (S.D. W. Va. No. 2:05-CV-0527). A motion by plaintiffs to remand the case to
state courts was granted on March 30, 2006. Following remand to state court, CCCs motion to
dismiss the Amended Complaint was denied as to living plaintiffs, but granted as to claims brought
by two estates, and CCC subsequently answered the Amended Complaint, as it had been narrowed by the
plaintiffs in the interim. As narrowed, the Amended Complaint continues to seek compensatory
damages for the alleged delay in resolving plaintiffs underlying asbestos claims and for
aggravation allegedly caused by that delay and punitive damages, but no longer seeks damages for
the difference between the amount plaintiffs received in their underlying asbestos settlement and
what they claim they should have received, damages for increased attorneys fees and litigation
expenses, and damages for loss by spouses of consortium. The trial court has stated that it
intends for trial in the case to commence in July 2007. Numerous factual and legal
issues remain to be resolved that are critical to the final result in Adams, the outcome of which
cannot be predicted with any reliability. These issues include: (a) the legal sufficiency and
factual validity of the novel statutory claims pled by the claimants; (b) the applicability of
claimants legal theories to insurers who issued excess policies and/or neither defended nor
controlled the defense of certain policyholders; (c) the possibility that certain of the claims are
barred by various Statutes of Limitation; (d) the fact that the imposition of duties would
interfere with the attorney-client privilege and the contractual rights and responsibilities of the
parties to the Companys insurance policies; (e) whether plaintiffs claims are barred in whole or
in part by injunctions that have been issued by bankruptcy courts that are overseeing, or that have
overseen, the bankruptcies of various insureds; (f) whether some or all of the named plaintiffs or
members of the plaintiff class have released CCC from the claims alleged in the Amended Complaint
when they resolved their underlying asbestos claims; (g) the appropriateness of the case for class
action treatment; and (h) the potential and relative magnitude of liabilities of co-defendants.
Accordingly, the extent of losses beyond any amounts that may be accrued are not readily
determinable at this time.
On March 22, 2002, a direct action was filed in Montana (Pennock, et al. v. Maryland Casualty,
et al. First Judicial District Court of Lewis & Clark County, Montana) by eight individual
plaintiffs (all employees of W.R. Grace & Co. (W.R. Grace)) and their spouses against CNA, Maryland
Casualty and the State of Montana. This action alleges that the carriers failed to warn of or
otherwise protect W.R. Grace employees from the dangers of asbestos at a W.R. Grace vermiculite
mining facility in Libby, Montana. The Montana direct action is currently stayed because of
26
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
W.R. Graces pending bankruptcy. With respect to such claims, numerous factual and legal issues remain
to be resolved that are critical to the final result, the outcome of which cannot be predicted with
any reliability. These factors include: (a) the unclear nature and scope of any alleged duties
owed to people exposed to asbestos and the resulting uncertainty as to the potential pool of
potential claimants; (b) the potential application of Statutes of Limitation to many of the
claims which may be made depending on the nature and scope of the alleged duties; (c)
the unclear nature of the required nexus between the acts of the defendants and the right of any
particular claimant to recovery; (d) the diseases and damages claimed by such claimants; (e) the
extent that such liability would be shared with other potentially responsible parties; and (f) the
impact of bankruptcy proceedings on claims resolution. Accordingly, the extent of losses beyond any
amounts that may be accrued are not readily determinable at this time.
CNA is vigorously defending these and other cases and believes that it has meritorious defenses to
the claims asserted. However, there are numerous factual and legal issues to be resolved in
connection with these claims, and it is extremely difficult to predict the outcome or ultimate
financial exposure represented by these matters. Adverse developments with respect to any of these
matters could have a material adverse effect on CNAs business, insurer financial strength and debt
ratings, results of operations and/or equity.
Environmental Pollution and Mass Tort
As of June 30, 2006 and December 31, 2005, CNA carried approximately $374 million and $423 million
of claim and claim adjustment expense reserves, net of reinsurance recoverables, for reported and
unreported environmental pollution and mass tort claims. There was no environmental pollution and
mass tort net claim and claim adjustment expense reserve development recorded for the six months
ended June 30, 2006. There was $3 million of unfavorable environmental pollution and mass tort net
claim and claim adjustment expense reserve development recorded for the six months ended June 30,
2005. The Company recorded $20 million and $10 million of current accident year losses related to
mass tort for the six months ended June 30, 2006 and 2005. The Company paid environmental
pollution-related claims and mass tort-related claims, net of reinsurance recoveries, of $69
million and $80 million for the six months ended June 30, 2006 and 2005.
Net Prior Year Development
Favorable net prior year development of $4 million was recorded for the three months ended June 30,
2006, including $21 million of unfavorable claim and allocated claim adjustment expense reserve
development and $25 million of favorable premium development. Unfavorable net prior year
development of $92 million, including $162 million of unfavorable claim and allocated claim
adjustment expense reserve development and $70 million of favorable premium development, was
recorded for the three months ended June 30, 2005.
Unfavorable net prior year development of $2 million was recorded for the six months ended June 30,
2006, including $80 million of unfavorable claim and allocated claim adjustment expense reserve
development and $78 million of favorable premium development. Unfavorable net prior year
development of $160 million, including $295 million of unfavorable claim and allocated claim
adjustment expense reserve development and $135 million of favorable premium development, was
recorded for the six months ended June 30, 2005.
The development discussed below includes premium development due to its direct relationship to
claim and claim adjustment expense reserve development. The development discussed below excludes
the impact of the provision for uncollectible reinsurance. See Note I for further discussion of
the provision for uncollectible reinsurance.
The Company records favorable or unfavorable premium and claim and claim adjustment expense reserve
development related to the corporate aggregate reinsurance treaties as movements in the claim and
allocated claim adjustment expense reserves for the accident years covered by the corporate
aggregate reinsurance treaties indicate such development is required. While the available limit of
these treaties was fully utilized in 2003, the ceded premiums and losses for an individual segment
may change in subsequent years because of the re-estimation of the subject losses or commutations
of the underlying contracts. In 2005, the Company commuted a significant corporate aggregate
reinsurance treaty. See Note I for further discussion of the corporate aggregate reinsurance
treaties.
For the three and six months ended June 30, 2006, the Company recorded no net prior year
development related to its remaining corporate aggregate reinsurance treaty. For the three months
ended June 30, 2005, the Company recorded unfavorable net prior year development of $6 million
related to the corporate aggregate reinsurance
27
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
treaties, consisting of $4 million of unfavorable
development in Standard Lines, $1 million of favorable development in Specialty Lines and $3
million of unfavorable development in Corporate and Other Non-Core. For the six months ended June
30, 2005, the Company recorded unfavorable net prior year development of $18 million related to the
corporate aggregate reinsurance treaties, consisting of $14 million of unfavorable development in
Standard Lines, $6 million of favorable development in Specialty Lines and $10 million of
unfavorable development in Corporate and Other Non-Core.
The following discussion includes the net prior year development recorded for Standard Lines,
Specialty Lines and Corporate and Other Non-Core. Unfavorable net prior year development of $13
million and favorable net prior year development of $26 million was recorded in the Life and Group
Non-Core segment for the three months ended June 30, 2006 and 2005. Favorable net prior year
development of $2 million and $42 million was recorded in the Life and Group Non-Core segment for
the six months ended June 30, 2006 and 2005.
Net Prior Year Development
For the three months ended June 30, 2006
For the three months ended June 30, 2006
Corporate | ||||||||||||||||
Standard | Specialty | and Other | ||||||||||||||
Lines | Lines | Non-Core | Total | |||||||||||||
(In millions) | ||||||||||||||||
Pretax unfavorable (favorable) net prior year claim and
allocated claim adjustment expense development excluding the
impact of the corporate aggregate reinsurance treaty: |
||||||||||||||||
Core (Non-APMT) |
$ | 5 | $ | (2 | ) | $ | 5 | $ | 8 | |||||||
APMT |
| | | | ||||||||||||
Total |
5 | (2 | ) | 5 | 8 | |||||||||||
Ceded losses related to corporate aggregate reinsurance treaty |
| | | | ||||||||||||
Pretax unfavorable (favorable) net prior year development
before impact of premium development |
5 | (2 | ) | 5 | 8 | |||||||||||
Unfavorable (favorable) premium development, excluding
impact of corporate aggregate reinsurance treaty |
(24 | ) | 2 | (3 | ) | (25 | ) | |||||||||
Ceded premiums related to corporate aggregate
reinsurance treaty |
| | | | ||||||||||||
Total premium development |
(24 | ) | 2 | (3 | ) | (25 | ) | |||||||||
Total unfavorable (favorable) net prior year development
(pretax) |
$ | (19 | ) | $ | | $ | 2 | $ | (17 | ) | ||||||
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
Net Prior Year Development
For the three months ended June 30, 2005
For the three months ended June 30, 2005
Corporate | ||||||||||||||||
Standard | Specialty | and Other | ||||||||||||||
Lines | Lines | Non-Core | Total | |||||||||||||
(In millions) | ||||||||||||||||
Pretax unfavorable net prior year claim and allocated claim
adjustment expense development excluding the impact of the
corporate aggregate reinsurance treaties: |
||||||||||||||||
Core (Non-APMT) |
$ | 52 | $ | 25 | $ | 62 | $ | 139 | ||||||||
APMT |
| | 8 | 8 | ||||||||||||
Total |
52 | 25 | 70 | 147 | ||||||||||||
Ceded losses related to corporate aggregate reinsurance treaties |
| | | | ||||||||||||
Pretax unfavorable net prior year development before impact of
premium development |
52 | 25 | 70 | 147 | ||||||||||||
Favorable premium development, excluding impact of
corporate aggregate reinsurance treaties |
(17 | ) | (12 | ) | (6 | ) | (35 | ) | ||||||||
Ceded premiums related to corporate aggregate reinsurance
treaties |
4 | (1 | ) | 3 | 6 | |||||||||||
Total premium development |
(13 | ) | (13 | ) | (3 | ) | (29 | ) | ||||||||
Total unfavorable net prior year development (pretax) |
$ | 39 | $ | 12 | $ | 67 | $ | 118 | ||||||||
Net Prior Year Development
For the six months ended June 30, 2006
Corporate | ||||||||||||||||
Standard | Specialty | and Other | ||||||||||||||
Lines | Lines | Non-Core | Total | |||||||||||||
(In millions) | ||||||||||||||||
Pretax unfavorable net prior year claim and allocated claim
adjustment expense development excluding the impact of the
corporate aggregate reinsurance treaty: |
||||||||||||||||
Core (Non-APMT) |
$ | 64 | $ | 3 | $ | 11 | $ | 78 | ||||||||
APMT |
| | 1 | 1 | ||||||||||||
Total |
64 | 3 | 12 | 79 | ||||||||||||
Ceded losses related to corporate aggregate reinsurance treaty |
| | | | ||||||||||||
Pretax unfavorable net prior year development before impact
of premium development |
64 | 3 | 12 | 79 | ||||||||||||
Unfavorable (favorable) premium development, excluding
impact of corporate aggregate reinsurance treaty |
(73 | ) | (6 | ) | 4 | (75 | ) | |||||||||
Ceded premiums related to corporate aggregate
reinsurance treaty |
| | | | ||||||||||||
Total premium development |
(73 | ) | (6 | ) | 4 | (75 | ) | |||||||||
Total unfavorable (favorable) net prior year development
(pretax) |
$ | (9 | ) | $ | (3 | ) | $ | 16 | $ | 4 | ||||||
29
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNDAUDITED)
Net Prior Year Development
For the six months ended June 30, 2005
For the six months ended June 30, 2005
Corporate | ||||||||||||||||
Standard | Specialty | and Other | ||||||||||||||
Lines | Lines | Non-Core | Total | |||||||||||||
(In millions) | ||||||||||||||||
Pretax unfavorable net prior year claim and allocated claim
adjustment expense development excluding the impact of the
corporate aggregate reinsurance treaties: |
||||||||||||||||
Core (Non-APMT) |
$ | 165 | $ | 63 | $ | 58 | $ | 286 | ||||||||
APMT |
| | 10 | 10 | ||||||||||||
Total |
165 | 63 | 68 | 296 | ||||||||||||
Ceded losses related to corporate aggregate reinsurance treaties |
19 | (25 | ) | 6 | | |||||||||||
Pretax unfavorable net prior year development before impact of
premium development |
184 | 38 | 74 | 296 | ||||||||||||
Unfavorable (favorable) premium development, excluding
impact of corporate aggregate reinsurance treaties |
(107 | ) | (15 | ) | 10 | (112 | ) | |||||||||
Ceded premiums related to corporate aggregate reinsurance
treaties |
(5 | ) | 19 | 4 | 18 | |||||||||||
Total premium development |
(112 | ) | 4 | 14 | (94 | ) | ||||||||||
Total unfavorable net prior year development (pretax) |
$ | 72 | $ | 42 | $ | 88 | $ | 202 | ||||||||
Three Month Comparison
2006 Net Prior Year Development
Standard Lines
Favorable net prior year development of $19 million was recorded for the three months ended June
30, 2006, including $5 million of unfavorable claim and allocated claim adjustment expense reserve
development and $24 million of favorable premium development.
Approximately $37 million of unfavorable claim and allocated claim adjustment expense reserve
development primarily relates to continued claim cost inflation for workers compensation in older
accident years, primarily 2002 and prior. The primary drivers of the continuing claim cost
inflation are increasing medical inflation and advances in medical care.
Approximately $12 million of favorable claim and allocated claim adjustment expense reserve
development was due to improved experience for marine business, primarily in accident years 2005
and 2004. The case incurred loss (paid loss plus case reserve estimates for known claims) for
these accident years has been less than expected. The expected case incurred loss was primarily
based on the loss ratio expected for this business. The lower level of actual case incurred loss
is driven by lower claim frequency and indicates a lower ultimate loss. The remainder of the
favorable change in marine business is due to reviews of individual claims from older accident
years.
Approximately $19 million of favorable claim and allocated claim adjustment expense reserve
development was due to umbrella products. The change covers several accident years. Initial
reserves are normally estimated using the loss ratio expected for this business due to the
long-tail nature of this business. The long-tail nature of the business is due to the long period
of time that passes between the time the business is written and the time when all claims are known
and settled. The favorable change on the recent accident years is the result of giving greater
weight to projections that rely on case incurred loss thereby recognizing the low level of case
incurred loss. The favorable change in older years is driven by favorable outcomes on individual
claims.
Approximately $21 million of favorable claim and allocated claim adjustment expense reserve
development was related to continued improvement in the severity and frequency of claims for
property coverages, primarily in
30
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
accident year 2005. The improvements in severity and frequency are substantially due to
underwriting actions taken by the Company that have significantly improved the results on this
business. Underwriting actions taken include efforts to write more business in non-catastrophe
prone areas.
Approximately $10 million of unfavorable claim and allocated claim adjustment expense reserve
development was due to the Companys share of an assessment from the Mississippi Windstorm
Underwriting Authority Pool.
The majority of the favorable premium development was due to additional premium primarily resulting
from audits and changes to premium on several ceded reinsurance agreements. Business impacted
included various middle market liability coverages, workers compensation, property, and large
accounts. Unfavorable claim and allocated claim adjustment expense reserve development of
approximately $16 million was recorded as a result of this favorable premium development.
Specialty Lines
There was $2 million of favorable claim and allocated claim adjustment expense development and $2
million of unfavorable premium development, resulting in no net prior year development.
Approximately $40 million of unfavorable claim and allocated claim adjustment expense development
was recorded due to increased claim adjustment expenses and increased severities in the architects
and engineers book of business in accident years 2003 and prior. Previous reviews assumed that
incurred severities had increased, at least in part, due to increases in the adequacy of case
reserve estimates with relatively minor changes in underlying severity. Subsequent changes in paid
and case incurred losses have shown that more of the change was due to underlying increases in
verdict and settlement size for these accident years rather than increases in case reserve
adequacy, resulting in higher ultimate losses. One of the primary drivers of these larger verdicts
and settlements is the continuing general increase in commercial and private real estate values.
Approximately $40 million of favorable claim and allocated claim adjustment expense development was
due to improved claim severity and claim frequency in the healthcare professional liability
business, primarily in dental, nursing home liability, physicians and other healthcare facilities.
The improved severity and frequency are primarily due to underwriting changes. The Company no
longer writes large national nursing home chains and focuses on smaller insureds in selected areas
of the country. These changes have resulted in business that experiences fewer large claims.
Corporate and Other Non-Core
Unfavorable net prior year development of $2 million was recorded for the three months ended June
30, 2006, including $5 million of unfavorable claim and allocated claim adjustment expense reserve
development and $3 million of favorable premium development.
2005 Net Prior Year Development
Standard Lines
Unfavorable net prior year development of $39 million was recorded for the three months ended June
30, 2005, including $52 million of unfavorable claim and allocated claim adjustment expense reserve
development and $13 million of favorable premium development.
Approximately $78 million of unfavorable net prior year claim and allocated claim adjustment
expense development resulted from increased claim cost inflation for workers compensation,
primarily in accident year 2002 and prior. The primary drivers of the increased claim cost
inflation were increasing medical inflation and advances in medical care. Approximately $11
million of unfavorable premium development was recorded in relation to this unfavorable net prior
year claim and allocated claim adjustment expense development which resulted from additional ceded
reinsurance premium on agreements where the ceded premium depends on the ceded loss. Approximately
$46 million of favorable net prior year claim and allocated claim expense development was
recorded due to improvement in the severity and number of claims for property coverages and marine
business, primarily in accident year 2004. The improvements in severity and frequency are
substantially due to underwriting actions taken by the
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Company that have significantly improved the
results on this business. Underwriting actions taken include efforts to
write more business in non-catastrophe prone areas. The remainder of the unfavorable net prior
year claim and allocated claim expense development was attributed to increased severity in
liability coverages for large account policies. These increases are driven by increasing medical
inflation and larger verdicts than anticipated, both of which increased the severity of these
claims beyond the amount indicated by previous incurred development methods.
Favorable net prior year premium development was recorded as a result of additional premium
resulting from audits and endorsements on recent policies.
Specialty Lines
Unfavorable net prior year development of $12 million was recorded for the three months ended June
30, 2005, including $25 million of unfavorable claim and allocated claim adjustment expense reserve
development and $13 million of favorable premium development.
Approximately $60 million of unfavorable claim and allocated claim adjustment expense development
was recorded due to increased claim expenses and increased severities in the architects and
engineers book of business, in accident years 2000 through 2003. Previous reviews assumed that
severities had increased, at least in part, due to increases in the adequacy of case reserve
estimates. Subsequent changes in paid and incurred loss have shown that more of the change was due
to larger verdicts and settlements during these accident years. One of the primary drivers of
these larger verdicts and settlements is the continuing general increase in real estate values.
Favorable net prior year premium development of approximately $10 million was recorded in relation
to this unfavorable claim and allocated claim adjustment expense development.
Approximately $30 million of favorable claim and allocated claim adjustment expense development was
due to improved severities on professional liability errors and omissions and directors & officers
coverages. The lower severities are driven by efforts to resolve a higher percentage of claims
without a resulting indemnity payment.
Corporate and Other Non-Core
Unfavorable net prior year development of $67 million was recorded for the three months ended June
30, 2005, including $70 million of unfavorable net prior year claim and allocated claim adjustment
expense reserve development and $3 million of favorable premium development.
Approximately $56 million of unfavorable claim and allocated claim adjustment expense development
recorded in the second quarter of 2005 was a result of a commutation of a finite reinsurance
contract put in place in 1992. CNA recaptured $400 million of losses and received $344 million of
cash. The commutation was economically attractive because of the reinsurance agreements
contractual interest rate and maintenance charges.
Six Month Comparison
2006 Net Prior Year Development
Standard Lines
Favorable net prior year development of $9 million was recorded for the six months ended June 30,
2006, including $64 million of unfavorable claim and allocated claim adjustment expense reserve
development and $73 million of favorable premium development.
Approximately $17 million of unfavorable claim and allocated claim adjustment expense reserve
development was due to higher frequency and severity on claims related to commercial auto, monoline
and package liability, primarily in accident years 2004 and 2000 and prior. The change was driven
by increases in individual claim case reserve estimates leading to higher results from projections
that rely on case incurred loss. Approximately $14 million of favorable claim and allocated claim
adjustment expense reserve development was related to lower severities on the excess and surplus
lines business in accident years 2000 and subsequent. These severity changes were driven primarily
by judicial decisions and settlement activities on individual claims. The severity changes led to
lower case incurred loss and lower ultimate estimates.
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Approximately $15 million of unfavorable claim and allocated claim adjustment expense reserve
development was due to increased severity in liability coverages for large account policies. These
increases were driven by increasing medical inflation and larger verdicts than anticipated, both of which increase the severity of
these claims resulting in higher case incurred loss and higher ultimate estimates.
Approximately $10 million of favorable claim and allocated claim adjustment expense reserve
development was due to improved experience for marine business, primarily in accident years 2005
and 2004. The case incurred loss (paid loss plus case reserve estimates for known claims) for
these accident years has been less than expected. The expected case incurred loss was primarily
based on the loss ratio expected for this business. The lower level of actual case incurred loss
is driven by lower claim frequency and indicates a lower ultimate loss. The remainder of the
favorable change in marine business is due to reviews of individual cases from older accident
years.
Approximately $19 million of favorable claim and allocated claim adjustment expense reserve
development was due to umbrella products. The change covers several accident years. Initial
reserves are normally estimated using the loss ratio expected for this business due to the
long-tail nature of this business. The long-tail nature of the business is due to the long period
of time that passes between the time the business is written and the time when all claims are known
and settled. The favorable change on the recent accident years is the result of giving greater
weight to projections that rely on case incurred loss thereby recognizing the low level of case
incurred loss. The favorable change in older years is driven by favorable outcomes on individual
claims.
Approximately $43 million of favorable claim and allocated claim adjustment expense reserve
development was related to continued improvement in the severity and frequency of claims for
property coverages, primarily in accident year 2005. The improvements in severity and frequency
are substantially due to underwriting actions taken by the Company that have significantly improved
the results on this business. Underwriting actions taken include efforts to write more business in
non-catastrophe prone areas.
Approximately $10 million of unfavorable claim and allocated claim adjustment expense reserve
development was due to the Companys share of an assessment from the Mississippi Windstorm
Underwriting Authority Pool.
Additional unfavorable claim and allocated claim adjustment expense reserve development was
primarily due to continued claim cost inflation for workers compensation in older accident years,
primarily 2002 and prior. The primary drivers of the continuing claim cost inflation are
increasing medical inflation and advances in medical care.
The majority of the favorable premium development was due to additional premium primarily resulting
from audits and changes to premium on several ceded reinsurance agreements. Business impacted
included various middle market liability coverages, workers compensation, property, and large
accounts. This favorable premium development was partially offset by unfavorable claim and
allocated claim adjustment expense reserve development recorded as a result of this favorable
premium development.
Specialty Lines
Favorable net prior year development of $3 million was recorded for the six months ended June 30,
2006. This amount consisted of $3 million of unfavorable claim and allocated claim adjustment
expense development and $6 million of favorable premium development.
Approximately $40 million of unfavorable claim and allocated claim adjustment expense development
was recorded due to increased claim adjustment expenses and increased severities in the architects
and engineers book of business in accident years 2003 and prior. Previous reviews assumed that
incurred severities had increased, at least in part, due to increases in the adequacy of case
reserve estimates with relatively minor changes in underlying severity. Subsequent changes in paid
and case incurred losses have shown that more of the change was due to underlying increases in
verdict and settlement size for these accident years rather than increases in case reserve
adequacy, resulting in higher ultimate losses. One of the primary drivers of these larger verdicts
and settlements is the continuing general increase in real estate values.
Approximately $40 million of favorable claim and allocated claim adjustment expense development was
due to improved claim severity and claim frequency in the healthcare professional liability
business, primarily in dental, nursing home liability, physicians and other healthcare facilities.
The improved severity and frequency are primarily due to underwriting changes. The Company no
longer writes large national nursing home chains and focuses on
33
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
smaller insureds in selected areas of the country. These changes have resulted in business that experiences fewer large claims.
Approximately $15 million of unfavorable claim and allocated claim adjustment expense reserve
development was primarily related to increased severity on large claims from large law firm errors
and omissions, and directors & officers coverages. Approximately $17 million of favorable claim
and allocated claim adjustment expense reserve development was recorded in the warranty line of
business for the most recent accident year. The reserves for this business are initially estimated
based on the loss ratio expected for the business. Subsequent estimates rely more heavily on the
actual case incurred losses due to the short-tail nature of this business. The short-tail nature
of the business is due to the short period of time that passes between the time the business is
written and the time when all claims are known and settled. Case incurred loss for the most recent
accident year has been lower than indicated by the initial loss ratio. The remainder of the
unfavorable claim and allocated claim adjustment expense reserve development was due to additional
losses recorded on favorable premium development.
Corporate and Other Non-Core
Unfavorable net prior year development of $16 million was recorded for the six months ended June
30, 2006. This amount consisted of $12 million of unfavorable claim and allocated claim adjustment
expense development and $4 million of unfavorable premium development.
The unfavorable claim and allocated claim adjustment expense reserve development was primarily
related to the financial guarantee line of business, and an adverse arbitration ruling that was
offset by a release of a previously established allowance for uncollectible reinsurance. Reserves
for the financial guarantee line of business are driven by individual claim estimates. This
unfavorable claim and allocated claim adjustment expense reserve development was partially offset
by the favorable loss development impact of an assumed reinsurance commutation. The unfavorable
premium development was also related to this reinsurance commutation.
2005 Net Prior Year Development
Standard Lines
Unfavorable net prior year development of $72 million was recorded for the six months ended June
30, 2005. This amount consisted of $184 million of unfavorable claim and allocated claim
adjustment expense development and $112 million of favorable premium development.
Approximately $108 million of unfavorable net prior year claim and allocated claim expense
development resulted from increased severity trends for workers compensation, primarily in accident
year 2002 and prior. The primary drivers of the increased claim cost inflation were increasing
medical inflation and advances in medical care. Approximately $112 million of favorable net prior
year claim and allocated claim expense development was recorded due to improvement in the severity
and number of claims for property coverages and marine business, primarily in accident year 2004.
The improvements in severity and frequency are substantially due to underwriting actions taken by
the Company that have significantly improved the results on this business. Underwriting actions
taken include efforts to write more business in non-catastrophe prone areas. Approximately $90
million of unfavorable net prior year claim and allocated claim adjustment expense development and
$83 million of favorable net prior year premium development resulted from an unfavorable
arbitration ruling on two reinsurance treaties. Approximately $51 million of unfavorable net prior
year claim and allocated claim adjustment expense development was related to reviews of liquor
liability, trucking and habitational business that indicated that the number of large claims was
higher than previously expected in recent accident years. The remainder of the unfavorable net
prior year claim and allocated claim expense development was attributed to increased severity in
liability coverages for large account policies. These increases are driven by increasing medical
inflation and larger verdicts than anticipated, both of which increase the severity of these claims
beyond the amount indicated by incurred development methods.
Favorable net prior year premium development was recorded as a result of additional premium
resulting from audits and endorsements on recent policies.
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Additionally, there was $19 million of unfavorable net prior year claim and allocated claim
adjustment expense development and $5 million of favorable premium development related to the
corporate aggregate reinsurance treaties in the first half of 2005.
Specialty Lines
Unfavorable net prior year development of $42 million was recorded for the six months ended June
30, 2005. This amount consisted of $38 million of unfavorable claim and allocated claim adjustment
expense development and $4 million of unfavorable premium development.
Approximately $60 million of unfavorable claim and allocated claim adjustment expense development
was recorded due to increased claim expenses and increased severities in the architects and
engineers book of business, in accident years 2000 through 2003. Previous reviews assumed that
severities had increased, at least in part, due to increases in the adequacy of case reserve
estimates. Subsequent changes in paid and incurred loss have shown that more of the change was due
to larger verdicts and settlements during these accident years. One of the primary drivers of
these larger verdicts and settlements is the continuing general increase in real estate values.
Favorable net prior year premium development of approximately $10 million was recorded in relation
to this unfavorable claim and allocated claim adjustment expense development.
Approximately $27 million of unfavorable net prior year claim and allocated claim adjustment
expense development was related to large directors & officers (D&O) claims assumed from a London
syndicate, primarily in accident years 2001 and prior. Approximately $40 million of unfavorable
net prior year claim and allocated claim adjustment expense development was recorded due to large
claims resulting from excess coverages provided to health care facilities. The claim severity
estimates for this business are driven by individual case by case reviews. Reviews of the
individual claims underlying the excess coverages provided by the Company resulted in significant
increases to the individual case estimates.
Approximately $37 million of favorable net prior year claim and allocated claim adjustment expense
development was recorded as a result of improvements in the claim severity and claim frequency,
mainly in recent accident years, from nursing home businesses. The improved severity and frequency
are primarily due to underwriting changes in this business. The Company no longer writes large
national chains and focuses on smaller insureds in selected areas of the country. These changes
have resulted in business that experiences fewer large claims. The remainder of the unfavorable
net prior year claim and allocated claim expense development was attributed to other large D&O
claims partially decreased by favorable net prior year claim and allocated claim expense
development as a result of favorable experience in the warranty line of business.
Additionally, there was approximately $25 million of favorable net prior year claim and allocated
claim adjustment expense development and $19 million of unfavorable premium development related to
the corporate aggregate reinsurance treaties in the first half of 2005.
Corporate and Other Non-Core
Unfavorable net prior year development of $88 million, including $74 million of unfavorable claim
and allocated claim adjustment expense development and $14 million of unfavorable premium
development, was recorded for the six months ended June 30, 2005.
Approximately $56 million of unfavorable claim and allocated claim adjustment expense development
was a result of a commutation recorded in the second quarter of 2005. Approximately $6 million of
unfavorable claim and allocated claim adjustment expense development was related to the corporate
aggregate reinsurance treaties. The unfavorable premium development was driven by $10 million of
additional ceded reinsurance premium on agreements where the ceded premium depends on the ceded
loss and $4 million of additional premium ceded to the corporate aggregate reinsurance treaties.
Note I. Reinsurance
CNA cedes insurance to reinsurers to limit its maximum loss, provide greater diversification of
risk, minimize exposures on larger risks and to exit certain lines of business. The ceding of
insurance does not discharge the primary liability of the Company. Therefore, a credit exposure
exists with respect to property and casualty and life
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
reinsurance ceded to the extent that any reinsurer is unable to meet their obligations or to the extent that the reinsurer disputes the
liabilities assumed under reinsurance agreements. Property and casualty reinsurance coverages are
tailored to the specific risk characteristics of each product line and CNAs retained amount varies
by type of coverage. Reinsurance contracts are purchased to protect specific lines of business
such as property, workers compensation and professional liability. Corporate catastrophe
reinsurance is also purchased for property and workers compensation exposure. Most reinsurance contracts are purchased on an excess of loss
basis. CNA also utilizes facultative reinsurance in certain lines. In addition, CNA assumes
reinsurance as a member of various reinsurance pools and associations.
The following table summarizes the amounts receivable from reinsurers at June 30, 2006 and December
31, 2005.
Components of reinsurance receivables | June 30, 2006 | December 31, 2005 | ||||||
(In millions) | ||||||||
Reinsurance receivables related to insurance reserves: |
||||||||
Ceded claim and claim adjustment expense |
$ | 9,996 | $ | 10,605 | ||||
Ceded future policy benefits |
1,129 | 1,193 | ||||||
Ceded policyholders funds |
54 | 56 | ||||||
Billed reinsurance receivables |
803 | 582 | ||||||
Reinsurance receivables |
11,982 | 12,436 | ||||||
Allowance for uncollectible reinsurance |
(527 | ) | (519 | ) | ||||
Reinsurance receivables, net of allowance
for uncollectible reinsurance |
$ | 11,455 | $ | 11,917 | ||||
The Company attempts to mitigate its credit risk related to reinsurance by entering into
reinsurance arrangements with reinsurers that have credit ratings above certain levels and by
obtaining substantial amounts of collateral. The primary methods of obtaining collateral are
through reinsurance trusts, letters of credit and funds withheld balances. On a more limited
basis, CNA may enter into reinsurance agreements with reinsurers that are not rated.
The effects of reinsurance on earned premiums are shown in the following table.
Components of Earned Premiums
Three months ended June 30 | Direct | Assumed | Ceded | Net | ||||||||||||
(In millions) | ||||||||||||||||
2006 |
||||||||||||||||
Property and casualty |
$ | 2,259 | $ | 7 | $ | 534 | $ | 1,732 | ||||||||
Accident and health |
172 | 13 | 27 | 158 | ||||||||||||
Life |
22 | | 20 | 2 | ||||||||||||
Total earned premiums |
$ | 2,453 | $ | 20 | $ | 581 | $ | 1,892 | ||||||||
2005 |
||||||||||||||||
Property and casualty |
$ | 2,530 | $ | 1 | $ | 824 | $ | 1,707 | ||||||||
Accident and health |
252 | 10 | 57 | 205 | ||||||||||||
Life |
37 | | 37 | | ||||||||||||
Total earned premiums |
$ | 2,819 | $ | 11 | $ | 918 | $ | 1,912 | ||||||||
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Components of Earned Premiums
Six months ended June 30 | Direct | Assumed | Ceded | Net | ||||||||||||
(In millions) | ||||||||||||||||
2006 |
||||||||||||||||
Property and casualty |
$ | 4,453 | $ | 28 | $ | 1,043 | $ | 3,438 | ||||||||
Accident and health |
364 | 29 | 72 | 321 | ||||||||||||
Life |
58 | | 56 | 2 | ||||||||||||
Total earned premiums |
$ | 4,875 | $ | 57 | $ | 1,171 | $ | 3,761 | ||||||||
2005 |
||||||||||||||||
Property and casualty |
$ | 5,052 | $ | 59 | $ | 1,670 | $ | 3,441 | ||||||||
Accident and health |
560 | 24 | 215 | 369 | ||||||||||||
Life |
82 | | 81 | 1 | ||||||||||||
Total earned premiums |
$ | 5,694 | $ | 83 | $ | 1,966 | $ | 3,811 | ||||||||
Included in the direct and ceded earned premiums for the three months ended June 30, 2006 and
2005 are $363 million and $754 million, and for the six months ended June 30, 2006 and 2005 are
$710 million and $1,601 million, related to business that is 100% reinsured as a result of business
dispositions and a significant captive program.
Life and accident and health premiums are primarily from long duration contracts; property and
casualty premiums are primarily from short duration contracts.
Reinsurance accounting allows for contractual cash flows to be reflected as premiums and losses, as
compared to deposit accounting, which requires cash flows to be reflected as assets and
liabilities. To qualify for reinsurance accounting, reinsurance agreements must include risk
transfer. To meet risk transfer requirements, a reinsurance contract must include both insurance
risk, consisting of underwriting and timing risk, and a reasonable possibility of a significant
loss for the assuming entity. Reinsurance contracts that include both significant risk sharing
provisions, such as adjustments to premiums or loss coverage based on loss experience, and
relatively low policy limits as evidenced by a high proportion of maximum premium assessments to
loss limits, may require considerable judgment to determine whether or not risk transfer
requirements are met. For such contracts, often referred to as finite products, the Company
assesses risk transfer for each contract generally by developing quantitative analyses at contract
inception which measure the present value of potential reinsurer losses as compared to the present
value of the related premium.
Reinsurance contracts that do not effectively transfer the underlying economic risk of loss on
policies written by the Company are recorded using the deposit method of accounting, which requires
that premium paid or received by the ceding company or assuming company be accounted for as a
deposit asset or liability. The Company primarily records these deposits as either reinsurance
receivables or other assets for ceded recoverables and reinsurance balances payable or other
liabilities for assumed liabilities.
Funds Withheld Reinsurance Arrangements
The Companys overall reinsurance program includes certain property and casualty contracts, such as
the corporate aggregate reinsurance treaty discussed in more detail below, that are entered into
and accounted for on a funds withheld basis. Under the funds withheld basis, the Company records
the cash remitted to the reinsurer for the reinsurers margin, or cost of the reinsurance contract,
as ceded premiums. The remainder of the premiums ceded under the reinsurance contract not remitted
in cash are recorded as funds withheld liabilities. The Company is required to increase the funds
withheld balance at stated interest crediting rates applied to the funds withheld balance or as
otherwise specified under the terms of the contract. The funds withheld liability is reduced by
any cumulative claim payments made by the Company in excess of the Companys retention under the
reinsurance contract. If the funds withheld liability is exhausted, interest crediting will cease
and additional claim payments are recoverable
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
from the reinsurer. The funds withheld liability is
recorded in reinsurance balances payable in the Condensed Consolidated Balance Sheets.
Interest cost on reinsurance contracts accounted for on a funds withheld basis is incurred during
all periods in which a funds withheld liability exists, and is included in net investment income.
The amount subject to interest crediting rates on such contracts was $1,067 million and $1,050
million at June 30, 2006 and December 31, 2005. Certain funds withheld reinsurance contracts,
including the corporate aggregate reinsurance treaty, require interest on additional premiums
arising from ceded losses as if those premiums were payable at the inception of the contract. The
amount subject to interest crediting on these funds withheld contracts will vary over time based on
a number of factors, including the timing of loss payments and ultimate gross losses incurred. The Company
expects that it will continue to incur interest costs on these contracts for several years.
As of June 30, 2006 and December 31, 2005, there were 13 ceded reinsurance treaties inforce that
the Company considers to be finite reinsurance. These treaties provide reinsurance protection for
individual accident years 1999 through 2002 on specified portions of the Companys domestic
property and casualty business. All of these contracts are accounted for on a funds withheld
basis. The following table summarizes the pretax impact of these contracts, including the
corporate aggregate reinsurance treaty discussed in further detail below. In 2003, the Company
discontinued purchases of such contracts. Effective October 1, 2005, the Aggregate Cover, which
was a corporate aggregate reinsurance treaty related to the 1999 through 2001 accident years and
covered substantially all of the Companys property and casualty lines of business, was commuted.
Three months ended June 30 | Aggregate Cover | CCC Cover | All Other | Total | ||||||||||||
(In millions) | ||||||||||||||||
2006 |
||||||||||||||||
Ceded earned premium |
$ | | $ | | $ | (10 | ) | $ | (10 | ) | ||||||
Ceded claim and claim adjustment expense |
| | 17 | 17 | ||||||||||||
Ceding commissions |
| | | | ||||||||||||
Interest charges |
| (18 | ) | (9 | ) | (27 | ) | |||||||||
Pretax expense |
$ | | $ | (18 | ) | $ | (2 | ) | $ | (20 | ) | |||||
2005 |
||||||||||||||||
Ceded earned premium |
$ | (6 | ) | $ | | $ | 3 | $ | (3 | ) | ||||||
Ceded claim and claim adjustment expense |
| | 2 | 2 | ||||||||||||
Ceding commissions |
| | 3 | 3 | ||||||||||||
Interest charges |
(18 | ) | (16 | ) | (12 | ) | (46 | ) | ||||||||
Pretax expense |
$ | (24 | ) | $ | (16 | ) | $ | (4 | ) | $ | (44 | ) | ||||
Six months ended June 30 | Aggregate Cover | CCC Cover | All Other | Total | ||||||||||||
(In millions) | ||||||||||||||||
2006 |
||||||||||||||||
Ceded earned premium |
$ | | $ | | $ | (12 | ) | $ | (12 | ) | ||||||
Ceded claim and claim adjustment expense |
| | 17 | 17 | ||||||||||||
Ceding commissions |
| | | | ||||||||||||
Interest charges |
| (35 | ) | (16 | ) | (51 | ) | |||||||||
Pretax expense |
$ | | $ | (35 | ) | $ | (11 | ) | $ | (46 | ) | |||||
2005 |
||||||||||||||||
Ceded earned premium |
$ | (18 | ) | $ | | $ | 65 | $ | 47 | |||||||
Ceded claim and claim adjustment expense |
| | (67 | ) | (67 | ) | ||||||||||
Ceding commissions |
| | (30 | ) | (30 | ) | ||||||||||
Interest charges |
(42 | ) | (32 | ) | (10 | ) | (84 | ) | ||||||||
Pretax expense |
$ | (60 | ) | $ | (32 | ) | $ | (42 | ) | $ | (134 | ) | ||||
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Included in All Other above for the six months ended June 30, 2005 is approximately $24
million of pretax expense related to Standard Lines which resulted from an unfavorable arbitration
ruling on two reinsurance treaties impacting ceded earned premiums, ceded claim and claim
adjustment expenses, ceding commissions and interest charges. This unfavorable outcome was
partially offset by a release of previously established reinsurance bad debt reserves resulting in
a net impact from the arbitration ruling of $10 million pretax expense for the six months ended
June 30, 2005.
The pretax impact by operating segment of the Companys funds withheld reinsurance arrangements,
including the corporate aggregate reinsurance treaties, was as follows:
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Standard Lines |
$ | (11 | ) | $ | (30 | ) | $ | (24 | ) | $ | (96 | ) | ||||
Specialty Lines |
(2 | ) | | (4 | ) | (7 | ) | |||||||||
Corporate and Other |
(7 | ) | (14 | ) | (18 | ) | (31 | ) | ||||||||
Pretax benefit (expense) |
$ | (20 | ) | $ | (44 | ) | $ | (46 | ) | $ | (134 | ) | ||||
Corporate Aggregate Reinsurance Treaty
In 2001, the Company entered into a one-year aggregate reinsurance treaty related to the 2001
accident year covering substantially all property and casualty lines of business in the Continental
Casualty Company pool (the CCC Cover). The CCC Cover was fully utilized in 2003. Under the CCC
Cover, interest charges on the funds withheld are accrued at 8% per annum. The interest rate
increases to 10% per annum if the aggregate loss ratio exceeds certain thresholds.
At the Companys discretion, the contract can be commuted annually on the anniversary date of the
contract. The CCC Cover requires mandatory commutation on December 31, 2010, if the agreement has
not been commuted on or before such date. Upon mandatory commutation of the CCC Cover, the
reinsurer is required to release to the Company the existing balance of the funds withheld account
if the unpaid ultimate ceded losses at the time of commutation are less than or equal to the funds
withheld account balance. If the unpaid ultimate ceded losses at the time of commutation are
greater than the funds withheld account balance, the reinsurer will release the existing balance of
the funds withheld account and pay CNA the present value of the projected amount the reinsurer
would have had to pay from its own funds absent a commutation. The present value is calculated
using 1-year LIBOR as of the date of the commutation.
Note J. Benefit Plans
Pension and Postretirement Healthcare and Life Insurance Benefit Plans
CNAF and certain subsidiaries sponsor noncontributory pension plans typically covering full-time
employees age 21 or over who have completed at least one year of service. In 2000, the CNA
Retirement Plan was closed to new participants; instead, retirement benefits are provided to these
employees under the Companys savings plans. While the terms of the pension plans vary, benefits
are generally based on years of credited service and the employees highest 60 consecutive months
of compensation. CNA uses December 31 as the measurement date for the majority of its plans.
CNAs funding policy is to make contributions in accordance with applicable governmental regulatory
requirements. The assets of the plans are invested primarily in mortgage-backed securities, short
term investments, equity securities and limited partnerships.
CNA provides certain healthcare and life insurance benefits to eligible retired employees, their
covered dependents and their beneficiaries. The funding for these plans is generally to pay
covered expenses as they are incurred.
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
The components of net periodic benefit costs are presented in the following table.
Net Periodic Benefit Costs
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Pension Benefits |
||||||||||||||||
Service cost |
$ | 5 | $ | 6 | $ | 13 | $ | 14 | ||||||||
Interest cost on projected benefit obligation |
35 | 36 | 72 | 72 | ||||||||||||
Expected return on plan assets |
(40 | ) | (40 | ) | (80 | ) | (78 | ) | ||||||||
Prior service cost amortization |
| | 1 | 1 | ||||||||||||
Actuarial loss |
7 | 4 | 17 | 11 | ||||||||||||
Net periodic pension cost |
$ | 7 | $ | 6 | $ | 23 | $ | 20 | ||||||||
Postretirement benefits |
||||||||||||||||
Service cost |
$ | | $ | 1 | $ | 1 | $ | 1 | ||||||||
Interest cost on projected benefit obligation |
1 | 2 | 4 | 5 | ||||||||||||
Prior service cost amortization |
(6 | ) | (7 | ) | (13 | ) | (14 | ) | ||||||||
Actuarial loss |
1 | 1 | 2 | 2 | ||||||||||||
Net periodic postretirement cost (benefit) |
$ | (4 | ) | $ | (3 | ) | $ | (6 | ) | $ | (6 | ) | ||||
At December 31, 2005, CNA expected to contribute $7 million to its pension plans and $14
million to its postretirement healthcare and life insurance benefit plans in 2006. As of June 30,
2006, $5 million of contributions have been made to its pension plans and $6 million to its
postretirement healthcare and life insurance benefit plans. CNA plans to contribute an additional
$2 million to its pension plans and $8 million to its postretirement healthcare and life insurance
benefit plans during the remainder of 2006.
Stock-Based Compensation
The Board of Directors approved the CNA Long Term Incentive Plan (the LTI Plan) during 1999 and
subsequently merged it with the CNA Financial Corporation Incentive Compensation Plan in February
2000. The LTI Plan authorizes the grant of options and stock appreciation rights (SARs) to certain
management personnel for up to 4 million shares of the Companys common stock. All options and
SARs granted have ten-year terms and vest ratably over the four-year period following the date of
grant. The number of shares available for the granting of options and SARs under the LTI Plan as
of June 30, 2006, was approximately 2 million.
The following table presents activity under the LTI Plan during the six months ended June 30, 2006.
Options and SARs Plan Activity
Weighted | ||||||||
Average Option | ||||||||
Number | Price per | |||||||
of Awards | Award | |||||||
Balance at January 1, 2006 |
1,628,600 | $ | 28.71 | |||||
Awards granted |
327,000 | 30.98 | ||||||
Awards exercised |
(1,600 | ) | 25.73 | |||||
Awards forfeited |
(15,500 | ) | 28.11 | |||||
Balance at June 30, 2006 |
1,938,500 | $ | 29.09 | |||||
Awards exercisable at June 30, 2006 |
1,188,050 | $ | 29.51 | |||||
During 2006, the Company awarded SARs totaling 327,000 shares. The SARs balance at June 30,
2006 was 323,800 shares with 3,200 shares forfeited.
At June 30, 2006, the Companys non-vested portion of a restricted stock grant totaled 15,000
shares with a grant-date fair value of $392 thousand.
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
The weighted average grant-date fair value of awards granted during the six months ended June 30,
2006 was $10.72. The weighted average remaining contractual term of awards outstanding and
exercisable as of June 30, 2006, were 6.93 years and 5.78 years. The aggregate intrinsic value of
awards outstanding and exercisable at June 30, 2006 were $8 million and $5 million. The total
intrinsic value of awards exercised during the six months ended June 30, 2006 was $9 thousand.
The fair value of granted options and SARs was estimated at the grant date using the Black-Scholes
option-pricing model. The Black-Scholes model incorporates a risk free rate of return and various
assumptions, regarding the underlying common stock and the expected life of the securities granted.
Different interest rates and assumptions were used for each grant, as appropriate at that date.
The risk free interest rates used ranged from 2.7% to 4.6%. The estimates of the underlying common
stocks volatility ranged from 22.3% to 25.2%, and the expected dividend yield was 0% for all
valuations. The expected life of the securities granted ranged from 5.0 to 6.3 years.
CNA Surety has reserved shares of its common stock for issuance to directors, officers and
employees of CNA Surety through incentive stock options, non-qualified stock options and stock
appreciation rights under separate plans (CNA Surety Plans). The CNA Surety Plans have in the
aggregate 3.3 million shares available for which options may be granted. At June 30, 2006,
approximately 1.2 million options were outstanding under these plans. CNA Surety also adopted SFAS
123R effective January 1, 2006. The data provided in the preceding paragraphs does not include CNA
Suretys stock-based compensation plans.
The Company recorded stock-based compensation expense of $904 thousand and $119 thousand during the
three months ended June 30, 2006 and 2005. The related income tax benefit recognized was $316
thousand and $42 thousand. The Company recorded stock-based compensation expense of $1.6 million
and $236 thousand during the six months ended June 30, 2006 and 2005. The related income tax
benefit recognized was $576 thousand and $83 thousand. These amounts include compensation in the
form of restricted stock grants awarded by the Company and expense recorded by CNA Surety for these
periods. At June 30, 2006, the compensation cost related to nonvested awards not yet recognized
was $5.6 million, and the weighted average period over which it is expected to be recognized is 1.6
years.
Note K. Commitments, Contingencies and Guarantees
Commitments and Contingencies
In the normal course of business, CNA has provided letters of credit in favor of various
unaffiliated insurance companies, regulatory authorities and other entities. At June 30, 2006 and
December 31, 2005, there were approximately $29 million and $30 million of outstanding letters of
credit.
The Company is obligated to make future payments totaling $243 million for non-cancelable operating
leases expiring from 2006 through 2019 primarily for office space and data processing, office and
transportation equipment. Estimated future minimum payments under these contracts are as follows:
$30 million in 2006; $46 million in 2007; $40 million in 2008; $31 million in 2009; $27 million in
2010; and $69 million in 2011 and beyond. Additionally, the Company has entered into a limited
number of guaranteed payment contracts, primarily relating to telecommunication and software
services, amounting to approximately $24 million as of June 30, 2006. Estimated future minimum
payments under these contracts are as follows: $11 million in 2006, $10 million in 2007, and $3
million in 2008.
The Company currently has an agreement in place for services to be rendered in relation to employee
benefits, administration and consulting. If the Company terminates this agreement without cause,
or the agreement is terminated due to the Companys default, prior to the end of any renewal term,
the Company shall pay the greater of fifteen percent of the average monthly fees related to such
services for the remainder of the term, or the specified minimum termination fee for the year. The
minimum termination fee for the year ending December 31, 2006 is $8 million.
Guarantees
CNAF has provided parent company guarantees, which expire in 2015, related to lease obligations of
certain subsidiaries. Certain of those subsidiaries have been sold; however, the lease obligation
guarantees remain in effect. CNAF would be required to remit prompt payment on leases in question
if the primary obligor fails to observe and
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
perform its covenants under the lease agreements. The maximum potential amount of future payments
that the Company could be required to pay under these guarantees was approximately $6 million at
June 30, 2006.
The Company holds an investment in a real estate joint venture. In the normal course of business,
CNA, on a joint and several basis with other unrelated insurance company shareholders, has
committed to continue funding the operating deficits of this joint venture. Additionally, CNA and
the other unrelated shareholders, on a joint and several basis, have guaranteed an operating lease
for an office building, which expires in 2016.
The guarantee of the operating lease is a parallel guarantee to the commitment to fund operating
deficits; consequently, the separate guarantee to the lessor is not expected to be triggered as
long as the joint venture continues to be funded by its shareholders and continues to make its
annual lease payments.
In the event that the other parties to the joint venture are unable to meet their commitments in
funding the operations of this joint venture, the Company would be required to assume the
obligation for the entire office building operating lease. The maximum potential future lease
payments at June 30, 2006 that the Company could be required to pay under this guarantee are
approximately $234 million. If CNA were required to assume the entire lease obligation, the
Company would have the right to pursue reimbursement from the other shareholders and would have the
right to all sublease revenues.
CNA has provided guarantees of the indebtedness of certain of its independent insurance producers.
These guarantees expire in 2008. The Company would be required to remit prompt and complete
payment when due, should the primary obligor default. In the event of default on the part of the
primary obligor, the Company has a right to any and all shares of common stock of the primary
obligor. The maximum potential amount of future payments that CNA could be required to pay under
these guarantees was approximately $6 million at June 30, 2006.
In the course of selling business entities and assets to third parties, the Company has agreed to
indemnify purchasers for losses arising out of breaches of representation and warranties with
respect to the business entities or assets being sold, including, in certain cases, losses arising
from undisclosed liabilities or certain named litigation. Such indemnification provisions
generally survive for periods ranging from nine months following the applicable closing date to the
expiration of the relevant statutes of limitation. As of June 30, 2006 the aggregate amount of
quantifiable indemnification agreements in effect for sales of business entities, assets and third
party loans was $935 million.
In addition, the Company has agreed to provide indemnification to third party purchasers for
certain losses associated with sold business entities or assets that are not limited by a
contractual monetary amount. As of June 30, 2006, the Company had outstanding unlimited
indemnifications in connection with the sales of certain of its business entities or assets that
included tax liabilities arising prior to a purchasers ownership of an entity or asset, defects in
title at the time of sale, employee claims arising prior to closing and in some cases losses
arising from certain litigation and undisclosed liabilities. These indemnification agreements
survive until the applicable statutes of limitation expire, or until the agreed upon contract terms
expire. The Company recorded approximately $27 million and $65 million of other liabilities
related to these indemnification agreements as of June 30, 2006 and December 31, 2005.
In connection with the issuance of preferred securities by CNA Surety Capital Trust I, CNA Surety
issued a guarantee of $75 million to guarantee the payment by CNA Surety Capital Trust I of annual
dividends of $1.5 million over 30 years and redemption of $30 million of preferred securities.
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Table of Contents
CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Note L. Comprehensive Income (Loss)
Comprehensive income (loss) is composed of all changes to stockholders equity, except those
changes resulting from transactions with stockholders in their capacity as stockholders. The
components of comprehensive income (loss) are shown below.
Comprehensive Income (Loss)
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Net income |
$ | 239 | $ | 290 | $ | 468 | $ | 475 | ||||||||
Other comprehensive income (loss): |
||||||||||||||||
Change in unrealized gains/losses on general account investments: |
||||||||||||||||
Holding gains/losses arising during the period, net of tax
benefit (expense) of $148, $(250), $280 and $(119) |
(276 | ) | 464 | (520 | ) | 222 | ||||||||||
Net unrealized gains/losses at beginning of period included in
realized gains/losses during the period, net of tax benefit of
$1, $29, $4 and $60 |
(1 | ) | (53 | ) | (8 | ) | (111 | ) | ||||||||
Net change in unrealized gains/losses on general account
investments, net of tax benefit (expense) of $149, $(221), $284
and $(59) |
(277 | ) | 411 | (528 | ) | 111 | ||||||||||
Net change in unrealized gains/losses on discontinued operations
and other, net of tax benefit of $0, $3, $2 and $0 |
| 9 | 1 | | ||||||||||||
Foreign currency translation adjustment |
24 | (18 | ) | 27 | (24 | ) | ||||||||||
Net change in minimum pension liability, net of tax benefit of
$0, $0, $0 and $0 |
| | (1 | ) | | |||||||||||
Allocation to participating policyholders and minority interests |
6 | (10 | ) | 15 | | |||||||||||
Other comprehensive income (loss), net of tax benefit (expense)
of $149, $(218), $286 and $(59) |
(247 | ) | 392 | (486 | ) | 87 | ||||||||||
Total comprehensive income (loss) |
$ | (8 | ) | $ | 682 | $ | (18 | ) | $ | 562 | ||||||
Note M. Business Segments
CNAs core property and casualty insurance operations are reported in two business segments:
Standard Lines and Specialty Lines. CNAs non-core operations are managed in two segments: Life
and Group Non-Core and Corporate and Other Non-Core. These segments reflect the way CNA manages
its operations and makes business decisions.
The Company manages most of its assets on a legal entity basis, while segment operations are
conducted across legal entities. As such, only insurance and reinsurance receivables, insurance
reserves and deferred acquisition costs are readily identifiable by individual segment. Distinct
investment portfolios are not maintained for each segment; accordingly, allocation of assets to
each segment is not performed. Therefore, net investment income and realized investment gains or
losses are allocated primarily based on each segments net carried insurance reserves, as adjusted.
Income taxes have been allocated on the basis of the taxable income of the segments.
In the following tables, certain financial measures are presented to provide information used by
management to monitor the Companys operating performance. Management utilizes these financial
measures to monitor the Companys insurance operations and investment portfolio. Net operating
income, which is derived from certain income statement amounts, is used by management to monitor
performance of the Companys insurance operations. The Companys investment portfolio is monitored
through analysis of various quantitative and qualitative factors and certain decisions related to
the sale or impairment of investments that produce realized gains and losses. Net realized
investment gains and losses are comprised of after-tax realized investment gains and losses net of
participating policyholders and minority interests.
43
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Net operating income is calculated by excluding from net income the after-tax effects of 1) net
realized investment gains or losses, 2) income or loss from discontinued operations and 3)
cumulative effects of changes in accounting principles. In the calculation of net operating
income, management excludes after-tax net realized investment gains or losses because net realized
investment gains or losses related to the Companys investment portfolio are largely discretionary,
except for losses related to other-than-temporary impairments, are generally driven by economic
factors that are not necessarily consistent with key drivers of underwriting performance, and are
therefore not an indication of trends in insurance operations.
The Companys investment portfolio is monitored by management through analyses of various factors
including unrealized gains and losses on securities, portfolio duration and exposure to interest
rate, market and credit risk. Based on such analyses, the Company may impair an investment
security in accordance with its policy, or sell a security. Such activities will produce realized
gains and losses.
The significant components of the Companys continuing operations and selected balance sheet items
are presented in the following tables.
44
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Corporate | ||||||||||||||||||||||||
Standard | Specialty | Life and Group | and Other | |||||||||||||||||||||
For the three months ended | Lines | Lines | Non-Core | Non-Core | Eliminations | Total | ||||||||||||||||||
June 30, 2006 | ||||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Net earned premiums |
$ | 1,096 | $ | 633 | $ | 159 | $ | 5 | $ | (1 | ) | $ | 1,892 | |||||||||||
Net investment income |
238 | 99 | 138 | 77 | | 552 | ||||||||||||||||||
Other revenues |
13 | 41 | 24 | 1 | (13 | ) | 66 | |||||||||||||||||
Total operating revenues |
1,347 | 773 | 321 | 83 | (14 | ) | 2,510 | |||||||||||||||||
Claims, benefits and expenses: |
||||||||||||||||||||||||
Net incurred claims and benefits |
741 | 388 | 266 | 31 | | 1,426 | ||||||||||||||||||
Policyholders dividends |
4 | 1 | 1 | | | 6 | ||||||||||||||||||
Amortization of deferred acquisition costs |
238 | 131 | 4 | (1 | ) | | 372 | |||||||||||||||||
Other insurance related expenses |
103 | 41 | 40 | (1 | ) | (1 | ) | 182 | ||||||||||||||||
Restructuring and other related charges |
| | | (13 | ) | | (13 | ) | ||||||||||||||||
Other expenses |
19 | 36 | 13 | 33 | (13 | ) | 88 | |||||||||||||||||
Total claims, benefits and expenses |
1,105 | 597 | 324 | 49 | (14 | ) | 2,061 | |||||||||||||||||
Operating income (loss) from continuing operations
before income tax and minority interest |
242 | 176 | (3 | ) | 34 | | 449 | |||||||||||||||||
Income tax (expense) benefit on operating income (loss) |
(73 | ) | (58 | ) | 8 | (11 | ) | | (134 | ) | ||||||||||||||
Minority interest |
(2 | ) | (8 | ) | | | | (10 | ) | |||||||||||||||
Net operating income from continuing operations |
167 | 110 | 5 | 23 | | 305 | ||||||||||||||||||
Realized investment losses, net of participating
policyholders and minority interests |
(37 | ) | (13 | ) | (34 | ) | (14 | ) | | (98 | ) | |||||||||||||
Income tax benefit on realized investment losses |
13 | 4 | 11 | 6 | | 34 | ||||||||||||||||||
Income (loss) from continuing operations |
$ | 143 | $ | 101 | $ | (18 | ) | $ | 15 | $ | | $ | 241 | |||||||||||
45
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Corporate | ||||||||||||||||||||||||
Standard | Specialty | Life and Group | and Other | |||||||||||||||||||||
For the three months ended | Lines | Lines | Non-Core | Non-Core | Eliminations | Total | ||||||||||||||||||
June 30, 2005 | ||||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Net earned premiums |
$ | 1,084 | $ | 630 | $ | 204 | $ | (3 | ) | $ | (3 | ) | $ | 1,912 | ||||||||||
Net investment income |
171 | 67 | 146 | 55 | | 439 | ||||||||||||||||||
Other revenues |
27 | 29 | 25 | 128 | (16 | ) | 193 | |||||||||||||||||
Total operating revenues |
1,282 | 726 | 375 | 180 | (19 | ) | 2,544 | |||||||||||||||||
Claims, benefits and expenses: |
||||||||||||||||||||||||
Net incurred claims and benefits |
772 | 435 | 284 | 80 | | 1,571 | ||||||||||||||||||
Policyholders dividends |
8 | 1 | | 1 | | 10 | ||||||||||||||||||
Amortization of deferred acquisition costs |
237 | 132 | 6 | (1 | ) | | 374 | |||||||||||||||||
Other insurance related expenses |
103 | 24 | 71 | | (3 | ) | 195 | |||||||||||||||||
Other expenses |
33 | 25 | 16 | 28 | (16 | ) | 86 | |||||||||||||||||
Total claims, benefits and expenses |
1,153 | 617 | 377 | 108 | (19 | ) | 2,236 | |||||||||||||||||
Operating income (loss) from continuing operations
before income tax and minority interest |
129 | 109 | (2 | ) | 72 | | 308 | |||||||||||||||||
Income tax (expense) benefit on operating income (loss) |
(27 | ) | (32 | ) | 7 | 14 | | (38 | ) | |||||||||||||||
Minority interest |
(2 | ) | 4 | | | | 2 | |||||||||||||||||
Net operating income from continuing operations |
100 | 81 | 5 | 86 | | 272 | ||||||||||||||||||
Realized investment gains (losses), net of
participating policyholders and minority interests |
25 | 8 | (1 | ) | (6 | ) | | 26 | ||||||||||||||||
Income tax (expense) benefit on realized investment
gains (losses) |
(8 | ) | (3 | ) | | 1 | | (10 | ) | |||||||||||||||
Income from continuing operations |
$ | 117 | $ | 86 | $ | 4 | $ | 81 | $ | | $ | 288 | ||||||||||||
46
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Corporate | ||||||||||||||||||||||||
Standard | Specialty | Life and Group | and Other | |||||||||||||||||||||
For the six months ended | Lines | Lines | Non-Core | Non-Core | Eliminations | Total | ||||||||||||||||||
June 30, 2006 | ||||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Net earned premiums |
$ | 2,182 | $ | 1,261 | $ | 322 | $ | (2 | ) | $ | (2 | ) | $ | 3,761 | ||||||||||
Net investment income |
466 | 186 | 325 | 145 | | 1,122 | ||||||||||||||||||
Other revenues |
33 | 74 | 36 | 2 | (26 | ) | 119 | |||||||||||||||||
Total operating revenues |
2,681 | 1,521 | 683 | 145 | (28 | ) | 5,002 | |||||||||||||||||
Claims, benefits and expenses: |
||||||||||||||||||||||||
Net incurred claims and benefits |
1,521 | 760 | 572 | 59 | 1 | 2,913 | ||||||||||||||||||
Policyholders dividends |
8 | 2 | 1 | | | 11 | ||||||||||||||||||
Amortization of deferred acquisition costs |
476 | 258 | 8 | | | 742 | ||||||||||||||||||
Other insurance related expenses |
204 | 78 | 93 | 16 | (3 | ) | 388 | |||||||||||||||||
Restructuring and other related charges |
| | | (13 | ) | | (13 | ) | ||||||||||||||||
Other expenses |
38 | 68 | 26 | 63 | (26 | ) | 169 | |||||||||||||||||
Total claims, benefits and expenses |
2,247 | 1,166 | 700 | 125 | (28 | ) | 4,210 | |||||||||||||||||
Operating income (loss) from continuing operations
before income
tax and minority interest |
434 | 355 | (17 | ) | 20 | | 792 | |||||||||||||||||
Income tax (expense) benefit on operating income (loss) |
(129 | ) | (117 | ) | 19 | (7 | ) | | (234 | ) | ||||||||||||||
Minority interest |
(5 | ) | (14 | ) | | | | (19 | ) | |||||||||||||||
Net operating income from continuing operations |
300 | 224 | 2 | 13 | | 539 | ||||||||||||||||||
Realized investment losses, net of participating
policyholders and minority interests |
(24 | ) | (10 | ) | (46 | ) | (9 | ) | | (89 | ) | |||||||||||||
Income tax (expense) benefit on realized investment
gains (losses) |
9 | 3 | 16 | (2 | ) | | 26 | |||||||||||||||||
Income (loss) from continuing operations |
$ | 285 | $ | 217 | $ | (28 | ) | $ | 2 | $ | | $ | 476 | |||||||||||
As of June 30, 2006 (In millions) |
||||||||||||||||||||||||
Reinsurance receivables |
$ | 3,929 | $ | 1,509 | $ | 2,533 | $ | 4,011 | $ | | $ | 11,982 | ||||||||||||
Insurance receivables |
$ | 1,955 | $ | 462 | $ | 58 | $ | 8 | $ | | $ | 2,483 | ||||||||||||
Insurance reserves: |
||||||||||||||||||||||||
Claim and claim adjustment expense |
$ | 14,823 | $ | 5,395 | $ | 3,185 | $ | 6,774 | $ | | $ | 30,177 | ||||||||||||
Unearned premiums |
2,089 | 1,613 | 202 | 5 | (2 | ) | 3,907 | |||||||||||||||||
Future policy benefits |
| | 6,461 | | | 6,461 | ||||||||||||||||||
Policyholders funds |
31 | | 1,084 | | | 1,115 | ||||||||||||||||||
Deferred acquisition costs |
$ | 428 | $ | 277 | $ | 506 | $ | | $ | | $ | 1,211 |
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Corporate | ||||||||||||||||||||||||
Standard | Specialty | Life and Group | and Other | |||||||||||||||||||||
For the six months ended | Lines | Lines | Non-Core | Non-Core | Eliminations | Total | ||||||||||||||||||
June 30, 2005 | ||||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Net earned premiums |
$ | 2,253 | $ | 1,203 | $ | 370 | $ | (9 | ) | $ | (6 | ) | $ | 3,811 | ||||||||||
Net investment income |
354 | 123 | 252 | 116 | | 845 | ||||||||||||||||||
Other revenues |
48 | 60 | 58 | 140 | (35 | ) | 271 | |||||||||||||||||
Total operating revenues |
2,655 | 1,386 | 680 | 247 | (41 | ) | 4,927 | |||||||||||||||||
Claims, benefits and expenses: |
||||||||||||||||||||||||
Net incurred claims and benefits |
1,602 | 792 | 518 | 90 | (2 | ) | 3,000 | |||||||||||||||||
Policyholders dividends |
12 | 2 | | 1 | | 15 | ||||||||||||||||||
Amortization of deferred acquisition costs |
476 | 262 | 13 | 1 | | 752 | ||||||||||||||||||
Other insurance related expenses |
242 | 48 | 125 | 10 | (4 | ) | 421 | |||||||||||||||||
Other expenses |
59 | 53 | 30 | 64 | (35 | ) | 171 | |||||||||||||||||
Total claims, benefits and expenses |
2,391 | 1,157 | 686 | 166 | (41 | ) | 4,359 | |||||||||||||||||
Operating income (loss) from continuing operations
before income
tax and minority interest |
264 | 229 | (6 | ) | 81 | | 568 | |||||||||||||||||
Income tax (expense) benefit on operating income (loss) |
(59 | ) | (68 | ) | 12 | 16 | | (99 | ) | |||||||||||||||
Minority interest |
(4 | ) | (1 | ) | | | | (5 | ) | |||||||||||||||
Net operating income from continuing operations |
201 | 160 | 6 | 97 | | 464 | ||||||||||||||||||
Realized investment gains (losses), net of
participating policyholders and minority interests |
20 | 9 | (6 | ) | (16 | ) | | 7 | ||||||||||||||||
Income tax (expense) benefit on realized investment
gains (losses) |
(11 | ) | (1 | ) | 2 | 5 | | (5 | ) | |||||||||||||||
Income from continuing operations |
$ | 210 | $ | 168 | $ | 2 | $ | 86 | $ | | $ | 466 | ||||||||||||
As of December 31, 2005 (In millions) |
||||||||||||||||||||||||
Reinsurance receivables |
$ | 3,968 | $ | 1,493 | $ | 2,707 | $ | 4,268 | $ | | $ | 12,436 | ||||||||||||
Insurance receivables |
$ | 1,826 | $ | 375 | $ | 105 | $ | 5 | $ | | $ | 2,311 | ||||||||||||
Insurance reserves: |
||||||||||||||||||||||||
Claim and claim adjustment expense |
$ | 15,084 | $ | 5,205 | $ | 3,277 | $ | 7,372 | $ | | $ | 30,938 | ||||||||||||
Unearned premiums |
1,952 | 1,577 | 168 | 9 | | 3,706 | ||||||||||||||||||
Future policy benefits |
| | 6,297 | | | 6,297 | ||||||||||||||||||
Policyholders funds |
30 | | 1,465 | | | 1,495 | ||||||||||||||||||
Deferred acquisition costs |
$ | 408 | $ | 274 | $ | 515 | $ | | $ | | $ | 1,197 |
48
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
The following table provides revenue by line of business for each reportable segment.
Revenues are comprised of operating revenues and realized investment gains and losses, net of
participating policyholders and minority interests.
Revenue by Line of Business
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Standard Lines |
||||||||||||||||
Property |
$ | 244 | $ | 218 | $ | 472 | $ | 432 | ||||||||
Casualty |
821 | 854 | 1,708 | 1,805 | ||||||||||||
CNA Global |
245 | 235 | 477 | 438 | ||||||||||||
Standard Lines revenue |
1,310 | 1,307 | 2,657 | 2,675 | ||||||||||||
Specialty Lines |
||||||||||||||||
Professional Liability Insurance (CNA Pro) |
579 | 564 | 1,160 | 1,059 | ||||||||||||
Surety |
108 | 95 | 210 | 189 | ||||||||||||
Warranty |
73 | 75 | 141 | 147 | ||||||||||||
Specialty Lines revenue |
760 | 734 | 1,511 | 1,395 | ||||||||||||
Life and Group Non-Core |
||||||||||||||||
Life & Annuity |
58 | 88 | 166 | 126 | ||||||||||||
Health |
207 | 220 | 431 | 449 | ||||||||||||
Other |
22 | 66 | 40 | 99 | ||||||||||||
Life and Group Non-Core revenue |
287 | 374 | 637 | 674 | ||||||||||||
Corporate and Other Non-Core |
||||||||||||||||
CNA Re |
26 | 10 | 43 | 26 | ||||||||||||
Other |
43 | 164 | 93 | 205 | ||||||||||||
Corporate and Other Non-Core revenue |
69 | 174 | 136 | 231 | ||||||||||||
Eliminations |
(14 | ) | (19 | ) | (28 | ) | (41 | ) | ||||||||
Total revenue |
$ | 2,412 | $ | 2,570 | $ | 4,913 | $ | 4,934 | ||||||||
Note N. Restructuring and Other Related Charges
In 2001, the Company finalized and approved a plan related to restructuring the property and
casualty segments and Life and Group Non-Core segment, discontinuation of the variable life and
annuity business and consolidation of real estate locations. During the second quarter of 2006,
management reevaluated the sufficiency of the remaining accrual, which related to lease termination
costs, and determined that the liability is no longer required as the Company has completed its
lease obligations. As a result the excess remaining accrual was released, resulting in pretax
income of $13 million.
Note O. Significant Transactions
Managed Care Holdings Corporation
On March 31, 2005, the Company completed the sale of Managed Care Holdings Corporation and its
subsidiary, Caronia Corporation, to Octagon Risk Services, Incorporated, for approximately $16
million. As a result of the sale, CNA recorded a realized gain of approximately $1 million
after-tax. The revenue of the business sold was $4 million for the six months ended June 30, 2005.
Net income related to this business was $0.2 million for the six months ended June 30, 2005.
Additionally, the Companys goodwill decreased $17 million as a result of the sale.
49
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Specialty Medical Business
On January 6, 2005, the Company completed the sale of its specialty medical business to Aetna Inc.
As a result of the sale, CNA recorded a realized gain of approximately $9 million in 2005, of which
$2 million and $5 million was recognized for the three and six months ended June 30, 2005. The
revenues of the business sold were $3 million and $10 million for the three and six months ended
June 30, 2005. Net income related to this business was $2 million and $5 million for the three and
six months ended June 30, 2005.
Note P. Related Party Transactions
CNA reimburses Loews, or pays directly, for management fees, travel and related expenses and
expenses of investment facilities and services provided to CNA. In 2005, the amounts reimbursed or
paid by CNA were approximately $23 million. The CNA Tax Group is included in the consolidated
federal income tax return of Loews and its eligible subsidiaries. See Note F for further
discussion on taxes.
CNA previously sponsored a stock ownership plan whereby the Company financed the purchase of
Company common stock by certain officers, including executive officers. Interest charged on the
principal amount of these outstanding stock purchase loans is generally equivalent to the long term
applicable federal rate, compounded semi-annually, in effect on the disbursement date of the loan.
Loans made pursuant to the plan are generally full recourse with a ten-year term maturing between
October of 2008 and May of 2010, and are secured by the stock purchased. The carrying value of the
loans as of June 30, 2006 exceeds the fair value of the related common stock collateral by $16
million.
CNA Surety Corporation
Loans to National Contractor
CNA Surety has provided significant surety bond protection for a large national contractor that
undertakes projects for the construction of government and private facilities, a substantial
portion of which have been reinsured by CCC. In order to help this contractor meet its liquidity
needs and complete projects which had been bonded by CNA Surety, commencing in 2003 CNAF provided
loans to the contractor through a credit facility. Due to reduced operating cash flow at the
contractor these loans were fully impaired through realized investment losses in 2004 and 2005.
For the three and six months ended June 30, 2005, the Company recorded a pretax impairment charge
of $21 million and $34 million. The Company no longer provides additional liquidity to the
contractor and has not recognized interest income related to the loans since June 30, 2005.
In addition to the impairment of loans outstanding under the credit facility, the Company
determined that the contractor would likely be unable to meet its obligations under the surety
bonds. Accordingly, during 2005, CNA Surety established $110 million of surety loss reserves in
anticipation of future loss payments, $50 million of which was ceded to CCC under the reinsurance
agreements discussed below. Further deterioration of the contractors operating cash flow could
result in higher loss estimates and trigger additional reserve actions. If any such reserve
additions were required, CCC would have all further surety bond exposure through the reinsurance
arrangements. During the three and six months ended June 30, 2006, CNA Surety paid $9 million and
$21 million related to surety losses of the contractor. As of June 30, 2006, CNA Surety has made
total payments of approximately $47 million related to outstanding bonded obligations of the
contractor.
CNA Surety intends to continue to provide surety bonds on a limited basis on behalf of the
contractor to support its revised restructuring plan, subject to the contractors compliance with
CNA Suretys underwriting standards and ongoing management of CNA Suretys exposure in relation to
the contractor. All surety bonds written for the contractor are issued by CCC and its affiliates,
other than CNA Surety, and are subject to underlying reinsurance treaties pursuant to which all
bonds written on behalf of CNA Surety are 100% reinsured to one of CNA Suretys insurance
subsidiaries.
CCC provides reinsurance protection to CNA Surety for losses in excess of an aggregate of $60
million associated with the contractor. This treaty provides coverage for the life of bonds either
in force or written from January 1, 2005 to December 31, 2005. CCC and CNA Surety agreed by
addendum to extend this contract for twelve months, expiring on December 31, 2006.
50
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
CCC and CNA Surety continue to engage in periodic discussions with insurance regulatory authorities
regarding the level of surety bonds provided for this contractor and will continue to apprise those
authorities of the status of their ongoing exposure to this account.
Indemnification and subrogation rights, including rights to contract proceeds on construction
projects in the event of default, reduce CNA Suretys and ultimately the Companys exposure to
loss. While the Company believes that the contractors continuing restructuring efforts may be
successful, the contractors failure to ultimately achieve its extended restructuring plan or
perform its contractual obligations under the Companys surety bonds could have a material adverse
effect on the Companys results of operations. If such failures occur, the Company estimates the
additional surety loss, net of indemnification and subrogation recoveries, but before the effects
of minority interest, to be approximately $90 million pretax.
CNAF has also guaranteed or provided collateral for the contractors letters of credit. As of June
30, 2006 and December 31, 2005, these guarantees and collateral obligations aggregated $13 million.
Note Q. Statutory Accounting Practices
CNAs domestic and foreign insurance subsidiaries maintain their accounts in conformity with
accounting practices prescribed or permitted by insurance regulatory authorities, which vary in
certain respects from GAAP. In converting from statutory to GAAP, typical adjustments include
deferral of policy acquisition costs and the inclusion of net unrealized holding gains or losses in
shareholders equity relating to certain fixed maturity securities. The National Association of
Insurance Commissioners (NAIC) has codified statutory accounting principles to foster more
consistency among the states for accounting guidelines and reporting.
CNAs insurance subsidiaries are domiciled in various jurisdictions. These subsidiaries prepare
statutory financial statements in accordance with accounting practices prescribed or permitted by
the respective jurisdictions insurance regulators. Prescribed statutory accounting practices are
set forth in a variety of publications of the NAIC as well as state laws, regulations and general
administrative rules.
CCC follows a permitted practice related to the statutory provision for reinsurance, or the
uncollectible reinsurance reserve. This permitted practice allows CCC to record an additional
uncollectible reinsurance reserve amount through a different financial statement line item than the
prescribed statutory convention. This permitted practice had no effect on CCCs statutory surplus
as of June 30, 2006 or December 31, 2005.
CNAFs ability to pay dividends and other credit obligations is significantly dependent on receipt
of dividends from its subsidiaries. The payment of dividends to CNAF by its insurance subsidiaries
without prior approval of the insurance department of each subsidiarys domiciliary jurisdiction is
limited by formula. Dividends in excess of these amounts are subject to prior approval by the
respective state insurance departments.
Dividends from CCC are subject to the insurance holding company laws of the State of Illinois, the
domiciliary state of CCC. Under these laws, ordinary dividends, or dividends that do not require
prior approval of the Illinois Department of Financial and Professional Regulation Division of
Insurance (the Department), may be paid only from earned surplus, which is calculated by removing
unrealized gains from unassigned surplus. As of June 30, 2006, CCC is in a positive earned surplus
position, enabling CCC to pay approximately $264 million of dividend payments for the remainder of
2006 that would not be subject to the Departments prior approval. In February of 2006, the
Department approved extraordinary dividends in the amount of $344 million to be used to fund CNAFs
2006 debt service and principal repayment requirements. The actual level of dividends paid in any
year is determined after an assessment of available dividend capacity, holding company liquidity
and cash needs as well as the impact the dividends will have on the statutory surplus of the
applicable insurance company.
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Combined statutory capital and surplus and net income, determined in accordance with accounting
practices prescribed or permitted by insurance regulatory authorities for the property and casualty
and the life and group insurance subsidiaries, were as follows.
Preliminary Statutory Information
Statutory Capital and Surplus | Statutory Net Income (Loss) | Statutory Net Income (Loss) | ||||||||||||||||||||||
Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||||
June 30, 2006 | December 31, 2005 | 2006 | 2005 | 2006 | 2005 | |||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Property and casualty companies (a) |
$ | 7,374 | $ | 6,940 | $ | 97 | $ | 288 | $ | 263 | $ | 868 | ||||||||||||
Life and group insurance companies |
669 | 627 | 32 | 32 | 42 | 54 |
(a) | Surplus includes the property and casualty companies equity ownership of the life and group companys capital and surplus. |
Note R. Discontinued Operations
CNA has discontinued operations which consist of run-off insurance operations acquired in its
merger with The Continental Corporation in 1995. The business consists of facultative property and
casualty, treaty excess casualty and treaty pro-rata reinsurance with underlying exposure to a
diverse, multi-line domestic and international book of business encompassing property, casualty,
the London Market and marine liabilities. The run-off operations are concentrated in United
Kingdom and Bermuda subsidiaries also acquired in the merger.
Operating results of the discontinued operations were as follows:
Discontinued Operations
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Revenues: |
||||||||||||||||
Net investment income |
$ | 4 | $ | 4 | $ | 8 | $ | 8 | ||||||||
Other |
(3 | ) | 1 | (3 | ) | (5 | ) | |||||||||
Total revenues |
1 | 5 | 5 | 3 | ||||||||||||
Insurance related (expenses) benefits |
(3 | ) | (3 | ) | (13 | ) | 6 | |||||||||
Income (loss) before income taxes |
(2 | ) | 2 | (8 | ) | 9 | ||||||||||
Income tax benefit |
| | | | ||||||||||||
Income (loss) from discontinued operations, net of tax |
$ | (2 | ) | $ | 2 | $ | (8 | ) | $ | 9 | ||||||
Net assets of discontinued operations are included in Other Assets in the Condensed
Consolidated Balance Sheets and were as follows:
Discontinued Operations | ||||||||
(In millions) | June 30, 2006 | December 31, 2005 | ||||||
Assets: |
||||||||
Investments |
$ | 316 | $ | 358 | ||||
Reinsurance receivables |
55 | 78 | ||||||
Cash |
34 | 29 | ||||||
Other assets |
27 | 5 | ||||||
Total assets |
432 | 470 | ||||||
Liabilities: |
||||||||
Insurance reserves |
(322 | ) | (338 | ) | ||||
Other liabilities |
(15 | ) | (19 | ) | ||||
Total liabilities |
(337 | ) | (357 | ) | ||||
Net assets of discontinued operations |
$ | 95 | $ | 113 | ||||
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
The Accumulated Other Comprehensive Income, net of tax, reported on the Condensed Consolidated
Balance Sheets includes $10 million and $11 million related to unrealized gains and $12 million and
$6 million related to the cumulative foreign currency translation adjustment for discontinued
operations as of June 30, 2006 and December 31, 2005.
CNAs accounting and reporting for discontinued operations is in accordance with APB Opinion No.
30, Reporting the Results of Operations Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (APB
30). At June 30, 2006 and December 31, 2005, the insurance reserves are net of discount of $121
million and $105 million. The income (loss) reported above primarily represents the net investment
income, realized investment gains and losses, foreign currency gains and losses, effects of the
accretion of the loss reserve discount and re-estimation of the ultimate claim and claim adjustment
expense of the discontinued operations. See Note S for information on the restatement for
discontinued operations.
Note S. Restatements
The Company has restated its previously reported interim financial statements for the three and six
months ended June 30, 2005 and all related disclosures. The restatement is to correct the
accounting for discontinued operations acquired in the Companys merger with The Continental
Corporation in 1995 and to correct classification errors within the Companys Condensed
Consolidated Statement of Cash Flows.
Discontinued Operations
A review of discontinued operations completed in February 2006 identified an overstatement of the
net assets of these discontinued operations and errors in accounting for the periodic results of
these operations. The Company did not have an effectively designed control process in place to
ensure adequate oversight, analysis, reconciliation, documentation and periodic evaluation of the
results and balances that comprise the net assets of businesses reported as discontinued
operations. There was also a lack of understanding of subsidiary ledger detail which contributed
to the Companys failure to eliminate intercompany activity within discontinued operations and
between continuing and discontinued operations. As a result, the balances related to discontinued
operations were incorrectly established in the Companys current general ledger system in 1997 in
connection with a general ledger conversion, creating an overstatement of the reported net assets
of discontinued operations. In addition, the Companys evaluation of the periodic results of
discontinued operations was ineffective. The correction of the elimination issue noted above
caused the historical results of discontinued operations to change, requiring current evaluation of
the revised periodic results for reporting purposes. Further, in light of the impact of the
elimination corrections, the Company reviewed its historical process to evaluate the results of
discontinued operations and determined that process did not address recorded loss reserves at all
consolidating levels for discontinued operations. Therefore, the Company determined that it was
appropriate to recognize the impact of the revised historical periodic income or loss of
discontinued operations.
The effect of the restatement on the Condensed Consolidated Statements of Operations for the three
and six months ended June 30, 2005 is included in the table below.
(In millions, except per share data) | Three Months | Six Months | ||||||||||||||
As Previously | As | As Previously | As | |||||||||||||
Reported | Restated | Reported | Restated | |||||||||||||
Period ended June 30, 2005 |
||||||||||||||||
Income from discontinued operations, net of tax
expense of $0 and $0 |
$ | | $ | 2 | $ | | $ | 9 | ||||||||
Net income |
288 | 290 | 466 | 475 | ||||||||||||
Earnings per share: |
||||||||||||||||
Income from discontinued operations, net of tax |
$ | | $ | | $ | | $ | 0.03 | ||||||||
Basic and diluted earnings per share available to
common stockholders |
1.06 | 1.06 | 1.69 | 1.72 |
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CNA FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
(UNAUDITED)
Condensed Consolidated Statement of Cash Flows
The Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2005 has been
restated to reflect the following:
| Net purchases and sales of trading securities and changes in the net receivable/payable from unsettled investment purchases and sales related to trading securities, previously classified within investing activities, have been reclassified to cash flows from operating activities. | |
| Cash flows from equity method investees were reclassified to distinguish between return on investments, which are reflected within operating cash flows, and return of investments, which are reflected within investing cash flows. Previously, all amounts were reflected within investing cash flows. | |
| Deposits and withdrawals related to investment contract products issued by the Company have been reflected within financing cash flows. Previously, amounts related to certain investment contracts were reflected within operating cash flows. | |
| The impact of cumulative translation adjustment, previously reflected within investing activities, is now classified within operating activities. |
As a result of the restatements, previously reported cash flows provided by operating
activities-continuing operations, cash flows used by investing activities-continuing operations and
cash flows used by financing activities-continuing operations were increased or decreased for the
six months ended June 30, 2005 as follows:
For the six months ended June 30 | 2005 | |||
(In millions) | ||||
Cash flows provided by operating activities-continuing operations |
||||
As previously reported |
$ | 844 | ||
Impact of restatements |
133 | |||
As restated |
$ | 977 | ||
Cash flows used by investing activities-continuing operations |
||||
As previously reported |
$ | (364 | ) | |
Impact of restatements |
(71 | ) | ||
As restated |
$ | (435 | ) | |
Cash flows used by financing activities-continuing operations |
||||
As previously reported |
$ | (505 | ) | |
Impact of restatements |
(61 | ) | ||
As restated |
$ | (566 | ) | |
The restatements related to cash flows had no impact on the total change in cash from
continuing operations within the Condensed Consolidated Statement of Cash Flows.
Additionally, the Company has revised its Condensed Consolidated Statement of Cash Flows for the
six months ended June 30, 2005 to separately disclose the operating, investing and financing
portions of the cash flows attributable to discontinued operations, as well as to include the cash
balance related to discontinued operations in the Condensed Consolidated Statement of Cash Flows.
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CNA FINANCIAL CORPORATION
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
The following discussion highlights significant factors impacting the consolidated operations and
financial condition of CNA Financial Corporation (CNAF) and its subsidiaries (collectively CNA or
the Company). References to CNA, the Company, we, our, us or like terms refer to the
business of CNA and its subsidiaries. Based on 2004 statutory net written premiums, we are the
seventh largest commercial insurance writer and the fourteenth largest property and casualty
company in the United States of America.
The following discussion should be read in conjunction with the Condensed Consolidated Financial
Statements in Item 1 of Part 1 of this Form 10-Q and Item 1A. Risk Factors and Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations, which are included in our
Form 10-K filed with the Securities and Exchange Commission (SEC) for the year ended December 31,
2005.
We have previously restated our reported interim financial statements for the three and six months
ended June 30, 2005 and all related disclosures. The restatement is to correct the accounting for
discontinued operations acquired in our merger with The Continental Corporation in 1995 and to
correct classification errors within our Condensed Consolidated Statement of Cash Flows. This
Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) gives
effect to the restatement of the Condensed Consolidated Financial Statements. Further information
on this restatement is provided in Note S of the Condensed Consolidated Financial Statements
included under Item 1.
Changes in estimates of claim and allocated claim adjustment expense reserves and premium accruals,
net, for prior years are defined as net prior year development within this MD&A. These changes can
be favorable or unfavorable. Further information on our reserves is provided in Note H of the
Condensed Consolidated Financial Statements included under Item 1.
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CNA FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
CONSOLIDATED OPERATIONS
Results of Operations
The following table includes the consolidated results of our operations. For more detailed
components of our business operations and the net operating income financial measure, see the
segment discussions within this MD&A.
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions, except per share data) | ||||||||||||||||
Revenues |
||||||||||||||||
Net earned premiums |
$ | 1,892 | $ | 1,912 | $ | 3,761 | $ | 3,811 | ||||||||
Net investment income |
552 | 439 | 1,122 | 845 | ||||||||||||
Other revenues |
66 | 193 | 119 | 271 | ||||||||||||
Total operating revenues |
2,510 | 2,544 | 5,002 | 4,927 | ||||||||||||
Claims, Benefits and Expenses |
||||||||||||||||
Net incurred claims and benefits |
1,426 | 1,571 | 2,913 | 3,000 | ||||||||||||
Policyholders dividends |
6 | 10 | 11 | 15 | ||||||||||||
Amortization of deferred acquisition costs |
372 | 374 | 742 | 752 | ||||||||||||
Other insurance related expenses |
182 | 195 | 388 | 421 | ||||||||||||
Restructuring and other related charges |
(13 | ) | | (13 | ) | | ||||||||||
Other expenses |
88 | 86 | 169 | 171 | ||||||||||||
Total claims, benefits and expenses |
2,061 | 2,236 | 4,210 | 4,359 | ||||||||||||
Operating income from continuing operations
before income tax and minority interest |
449 | 308 | 792 | 568 | ||||||||||||
Income tax expense on operating income |
(134 | ) | (38 | ) | (234 | ) | (99 | ) | ||||||||
Minority interest |
(10 | ) | 2 | (19 | ) | (5 | ) | |||||||||
Net operating income from continuing operations |
305 | 272 | 539 | 464 | ||||||||||||
Realized investment gains (losses), net of
participating policyholders and minority
interests |
(98 | ) | 26 | (89 | ) | 7 | ||||||||||
Income tax (expense) benefit on realized
investment gains (losses) |
34 | (10 | ) | 26 | (5 | ) | ||||||||||
Income from continuing operations |
241 | 288 | 476 | 466 | ||||||||||||
Income (loss) from discontinued operations,
net of tax of $0, $0, $0 and $0 |
(2 | ) | 2 | (8 | ) | 9 | ||||||||||
Net income |
$ | 239 | $ | 290 | $ | 468 | $ | 475 | ||||||||
Basic and Diluted Earnings Per Share |
||||||||||||||||
Income from continuing operations |
$ | 0.87 | $ | 1.06 | $ | 1.71 | $ | 1.69 | ||||||||
Income (loss) from discontinued operations |
(0.01 | ) | | (0.03 | ) | 0.03 | ||||||||||
Basic and diluted earnings per share available
to common stockholders |
$ | 0.86 | $ | 1.06 | $ | 1.68 | $ | 1.72 | ||||||||
Weighted average outstanding common stock and
common stock equivalents |
256.0 | 256.0 | 256.0 | 256.0 | ||||||||||||
Three Month Comparison
Net income decreased $51 million for the three months ended June 30, 2006 as compared with the same
period in 2005. This decrease was primarily due to decreased net realized investment results,
partially offset by increased net operating income. See the Investments section of this MD&A for
further discussion on net investment income and net realized investment results.
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CNA FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Net operating income from continuing operations for the three months ended June 30, 2006 increased
$33 million as compared with the same period in 2005. Net operating income from the Standard and
Specialty segments increased $96 million, and benefited from increased net investment income.
Additionally, Standard and Specialty had favorable net prior year development of $12 million
after-tax for the three months ended June 30, 2006, as compared to unfavorable net prior year
development of $33 million after-tax for the same period in 2005.
Net operating income for Corporate and Other Non-Core decreased $63 million for the three months
ended June 30, 2006 as compared to the same period in 2005. The 2005 results included a $115
million benefit related to a federal income tax settlement and a commutation loss of $36 million.
Favorable net prior year development of $4 million was recorded for the three months ended June 30,
2006, including $21 million of unfavorable claim and allocated claim adjustment expense reserve
development and $25 million of favorable premium development. Unfavorable net prior year
development of $92 million, including $162 million of unfavorable claim and allocated claim
adjustment expense reserve development and $70 million of favorable premium development, was
recorded for the three months ended June 30, 2005. Further information on Net Prior Year
Development for the three months ended June 30, 2006 and 2005 is included in Note H of the
Condensed Consolidated Financial Statements included under Item 1.
Net earned premiums decreased $20 million for the three months ended June 30, 2006 as compared with
the same period in 2005, including a $45 million decrease related to the Life and Group Non-Core
segment. Net earned premiums for Standard Lines increased by $12 million and Specialty Lines
increased by $3 million, as discussed in the segment discussions of this MD&A.
Results from discontinued operations decreased $4 million for the three months ended June 30, 2006
as compared with the same period in 2005. The net loss in 2006 was primarily driven by realized
investment losses.
Six Month Comparison
Net income decreased $7 million for the six months ended June 30, 2006 as compared with the same
period in 2005. This decrease was primarily due to decreased net realized investment results and
unfavorable results from discontinued operations, partially offset by increased net operating
income. See the Investments section of this MD&A for further discussion on net investment income
and net realized investment results.
Net operating income from continuing operations for the six months ended June 30, 2006 increased
$75 million as compared with the same period in 2005. Net operating income from the Standard and
Specialty segments increased $163 million driven by increased net investment income and lower
expenses, partially offset by less favorable current accident year results. Additionally, Standard
and Specialty had favorable net prior year development of $8 million after-tax for the six months
ended June 30, 2006, as compared to unfavorable net prior year development of $74 million after-tax
for the same period in 2005.
Net operating income for Corporate and Other Non-Core decreased $84 million for the six months
ended June 30, 2006 as compared to the same period in 2005. The 2005 results included a federal
income tax settlement and a commutation of a finite reinsurance contract as discussed above in the
three month comparison.
Unfavorable net prior year development of $2 million was recorded for the six months ended June 30,
2006, including $80 million of unfavorable claim and allocated claim adjustment expense reserve
development and $78 million of favorable premium development. Unfavorable net prior year
development of $160 million, including $295 million of unfavorable claim and allocated claim
adjustment expense reserve development and $135 million of favorable premium development, was
recorded for the six months ended June 30, 2005. Further information on Net Prior Year Development
for the six months ended June 30, 2006 and 2005 is included in Note H of the Condensed Consolidated
Financial Statements included under Item 1.
Net earned premiums decreased $50 million for the six months ended June 30, 2006 as compared with
the same period in 2005, including a $48 million decrease related to the Life and Group Non-Core
segment. Net earned premiums for Standard Lines decreased by $71 million and net earned premiums
for Specialty Lines increased by $58 million, as discussed in the segment discussions of this MD&A.
Results from discontinued operations decreased $17 million for the six months ended June 30, 2006
as compared with the same period in 2005. Results in 2006 were primarily impacted by realized
investment losses, an increase in unallocated loss adjustment expense reserves and an increase in
the bad debt provision for reinsurance receivables.
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CNA FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Critical Accounting Estimates
The preparation of the Condensed Consolidated Financial Statements (Unaudited) in conformity with
accounting principles generally accepted in the United States of America (GAAP) requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial
Statements and the amounts of revenues and expenses reported during the period. Actual results may
differ from those estimates.
Our Condensed Consolidated Financial Statements (Unaudited) and accompanying notes have been
prepared in accordance with GAAP applied on a consistent basis. We continually evaluate the
accounting policies and estimates used to prepare the Condensed Consolidated Financial Statements.
In general, our estimates are based on historical experience, evaluation of current trends,
information from third party professionals and various other assumptions that are believed to be
reasonable under the known facts and circumstances.
The accounting estimates below are considered by us to be critical to an understanding of our
Condensed Consolidated Financial Statements as their application places the most significant
demands on our judgment.
| Insurance Reserves |
| Reinsurance |
| Valuation of Investments and Impairment of Securities |
| Long Term Care Products |
| Pension and Postretirement Benefit Obligations |
| Legal Proceedings |
Due to the inherent uncertainties involved with these types of judgments, actual results could
differ significantly from estimates and may have a material adverse impact on our results of
operations or equity. See the Critical Accounting Estimates section of our Managements
Discussion and Analysis of Financial Condition and Results of Operations included under Item 7 of
our Form 10-K for the year ended December 31, 2005 for further information.
Reserves Estimates and Uncertainties
We maintain reserves to cover our estimated ultimate unpaid liability for claim and claim
adjustment expenses, including the estimated cost of the claims adjudication process, for claims
that have been reported but not yet settled (case reserves) and claims that have been incurred but
not reported (IBNR). Claim and claim adjustment expense reserves are reflected as liabilities and
are included on the Condensed Consolidated Balance Sheets under the heading Insurance Reserves.
Adjustments to prior year reserve estimates, if necessary, are reflected in the results of
operations in the period that the need for such adjustments is determined. The carried case and
IBNR reserves are provided in the Segment Results section of this MD&A and in Note H of the
Condensed Consolidated Financial Statements included under Item 1.
The level of reserves we maintain represents our best estimate, as of a particular point in time,
of what the ultimate settlement and administration of claims will cost based on our assessment of
facts and circumstances known at that time. Reserves are not an exact calculation of liability but
instead are complex estimates that we derive, generally utilizing a variety of actuarial reserve
estimation techniques, from numerous assumptions and expectations about future events, both
internal and external, many of which are highly uncertain.
Our experience has been that establishing reserves for casualty coverages relating to asbestos,
environmental pollution and mass tort (APMT) claim and claim adjustment expenses is subject to uncertainties
that are greater than those presented by other claims. Estimating the ultimate cost of both
reported and unreported APMT claims is subject to a higher degree of variability due to a number of
additional factors, including among others:
| coverage issues, including whether certain costs are covered under the policies and whether policy limits apply; |
| inconsistent court decisions and developing legal theories; |
| continuing aggressive tactics of plaintiffs lawyers; |
| the risks and lack of predictability inherent in major litigation; |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
| changes in the volume of APMT claims which cannot now be anticipated; |
| the impact of the exhaustion of primary limits and the resulting increase in claims on any umbrella or excess policies we have issued; |
| the number and outcome of direct actions against us; and |
| our ability to recover reinsurance for APMT claims. |
It is also not possible to predict changes in the legal and legislative environment and the impact
on the future development of APMT claims. This development will be affected by future court
decisions and interpretations, as well as changes in applicable legislation. It is difficult to
predict the ultimate outcome of large coverage disputes until settlement negotiations near
completion and significant legal questions are resolved or, failing settlement, until the dispute
is adjudicated. This is particularly the case with policyholders in bankruptcy where negotiations
often involve a large number of claimants and other parties and require court approval to be
effective. A further uncertainty exists as to whether a national privately financed trust to
replace litigation of asbestos claims with payments to claimants from the trust will be established
and approved through federal legislation, and, if established and approved, whether it will contain
funding requirements in excess of our carried loss reserves.
Traditional actuarial methods and techniques employed to estimate the ultimate cost of claims for
more traditional property and casualty exposures are less precise in estimating claim and claim
adjustment reserves for APMT, particularly in an environment of emerging or potential claims and
coverage issues that arise from industry practices and legal, judicial and social conditions.
Therefore, these traditional actuarial methods and techniques are necessarily supplemented with
additional estimation techniques and methodologies, many of which involve significant judgments
that are required of management. For APMT, we regularly monitor our exposures, including reviews
of loss activity, regulatory developments and court rulings. In addition, we perform a
comprehensive ground-up analysis on our exposures annually. Our actuaries, in conjunction with our
specialized claim unit, use various modeling techniques to estimate our overall exposure to known
accounts. We use this information and additional modeling techniques to develop loss distributions
and claim reporting patterns to determine reserves for accounts that will report APMT exposure in
the future. Estimating the average claim size requires analysis of the impact of large losses and
claim cost trend based on changes in the cost of repairing or replacing property, changes in the
cost of legal fees, judicial decisions, legislative changes, and other factors. Due to the
inherent uncertainties in estimating reserves for APMT claim and claim adjustment expenses and the
degree of variability due to, among other things, the factors described above, we may be required
to record material changes in our claim and claim adjustment expense reserves in the future, should
new information become available or other developments emerge. See the APMT Reserves section of
this MD&A and Note H of the Condensed Consolidated Financial Statements included under Item 1 for
additional information relating to APMT claims and reserves.
In addition, we are subject to the uncertain effects of emerging or potential claims and coverage
issues that arise as industry practices and legal, judicial, social and other environmental
conditions change. These issues have had, and may continue to have, a negative effect on our
business by either extending coverage beyond the original underwriting intent or by increasing the
number or size of claims. Examples of emerging or potential claims and coverage issues include:
| increases in the number and size of claims relating to injuries from medical products, and exposure for alleged bodily injury and property damage due to lead pigment; |
| the effects of accounting and financial reporting scandals and other major corporate governance failures, which have resulted in an increase in the number and size of claims, including director and officer and errors and omissions insurance claims; |
| class action litigation relating to claims handling and other practices; |
| construction defect claims, including claims for a broad range of additional insured endorsements on policies; and |
| increases in the number of claims alleging abuse by members of the clergy, including passage of legislation to reopen or extend various statutes of limitations. |
The impact of these and other unforeseen emerging or potential claims and coverage issues is
difficult to predict and could materially adversely affect the adequacy of our claim and claim
adjustment expense reserves and could lead to future reserve additions. See the Segment Results
sections of this MD&A and Note H of the Condensed
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CNA FINANCIAL CORPORATION
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Consolidated Financial Statements included under Item 1 for a discussion of changes in reserve
estimates and the impact on our results of operations.
Establishing Reserve Estimates
In developing loss and loss adjustment expense (loss or losses) reserve estimates, our
actuaries perform detailed reserve analyses that are staggered throughout the year. The data is
organized at a product level. A product can be a line of business covering a subset of insureds
such as commercial automobile liability for small and middle market customers, it can encompass
several lines of business provided to a specific set of customers such as dentists, or it can be a
particular type of claim such as construction defect. Every product is analyzed at least once
during the year, and many products are analyzed multiple times. The analyses generally review
losses gross of ceded reinsurance and apply the ceded reinsurance terms to the gross estimates to
establish estimates net of reinsurance. In addition to the detailed analyses, we review actual
losses emerged for all products each quarter.
The detailed analyses use a variety of generally accepted actuarial methods and techniques to
produce a number of estimates of ultimate loss. We determine a point estimate of ultimate loss by
reviewing the various estimates and assigning weight to each estimate given the characteristics of
the product being reviewed. The reserve estimate is the difference between the estimated ultimate
loss and the losses paid to date. The difference between the estimated ultimate loss and the case
incurred loss (paid loss plus case reserve) is IBNR. IBNR calculated as such includes a provision
for development on known cases (supplemental development) as well as a provision for claims that
have occurred but have not yet been reported (pure IBNR).
Most of our business can be characterized as long-tail. For long-tail business, it will generally
be several years between the time the business is written and the time when all claims are settled.
Our long-tail exposures include commercial automobile liability, workers compensation, general
liability, medical malpractice, other professional liability coverages, assumed reinsurance
run-off, and products liability. Short-tail exposures include property, commercial automobile
physical damage, marine and warranty. Each of our property/casualty segments, Standard Lines,
Specialty Lines and Corporate and Other Non-Core, contain both long-tail and short-tail exposures.
The methods used to project ultimate loss for both long-tail and short-tail exposures include, but
are not limited to, the following:
| Paid Development, |
| Incurred Development, |
| Loss Ratio, |
| Bornhuetter-Ferguson Using Premiums and Paid Loss, |
| Bornhuetter-Ferguson Using Premiums and Incurred Loss, and |
| Average Loss. |
The paid development method estimates ultimate losses by reviewing paid loss patterns and applying
them to accident years with further expected changes in paid loss. Selection of the paid loss
pattern requires analysis of several factors including the impact of inflation on claims costs, the
rate at which claims professionals make claim payments and close claims, the impact of judicial
decisions, the impact of underwriting changes, the impact of large claim payments, and other
factors. Claim cost inflation itself requires evaluation of changes in the cost of repairing or
replacing property, changes in the cost of medical care, changes in the cost of wage replacement,
judicial decisions, legislative changes, and other factors. Because this method assumes that
losses are paid at a consistent rate, changes in any of these factors can impact the results.
Since the method does not rely on case reserves, it is not directly influenced by changes in the
adequacy of case reserves.
For many products, paid loss data for recent periods may be too immature or erratic for accurate
predictions. This situation often exists for long-tail exposures. In addition, changes in the
factors described above may result in inconsistent payment patterns. Finally, estimating the paid
loss pattern subsequent to the most mature point available in the data analyzed often involves
considerable uncertainty for long-tail products such as workers compensation.
The incurred development method is similar to the paid development method, but it uses case
incurred losses instead of paid losses. Since the method uses more data (case reserves in addition
to paid losses) than the paid development
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
method, the incurred development patterns may be less variable than paid patterns. However,
selection of the incurred loss pattern requires analysis of all of the factors above. In addition,
the inclusion of case reserves can lead to distortions if changes in case reserving practices have
taken place, and the use of case incurred losses may not eliminate the issues associated with
estimating the incurred loss pattern subsequent to the most mature point available.
The loss ratio method multiplies premiums by an expected loss ratio to produce ultimate loss
estimates for each accident year. This method may be useful if loss development patterns are
inconsistent, losses emerge very slowly, or there is relatively little loss history from which to
estimate future losses. The selection of the expected loss ratio requires analysis of loss ratios
from earlier accident years or pricing studies and analysis of inflationary trends, frequency
trends, rate changes, underwriting changes, and other applicable factors.
The Bornhuetter-Ferguson using premiums and paid loss method is a combination of the paid
development approach and the loss ratio approach. The method normally determines expected loss
ratios similar to the approach used to estimate the expected loss ratio for the loss ratio method
and requires analysis of the same factors described above. The method assumes that only future
losses will develop at the expected loss ratio level. The percent of paid loss to ultimate loss
implied from the paid development method is used to determine what percentage of ultimate loss is
yet to be paid. The use of the pattern from the paid development method requires consideration of
all factors listed in the description of the paid development method. The estimate of losses yet
to be paid is added to current paid losses to estimate the ultimate loss for each year. This
method will react very slowly if actual ultimate loss ratios are different from expectations due to
changes not accounted for by the expected loss ratio calculation.
The Bornhuetter-Ferguson using premiums and incurred loss method is similar to the
Bornhuetter-Ferguson using premiums and paid loss method except that it uses case incurred losses.
The use of case incurred losses instead of paid losses can result in development patterns that are
less variable than paid patterns. However, the inclusion of case reserves can lead to distortions
if changes in case reserving have taken place, and the method requires analysis of all the factors
that need to be reviewed for the loss ratio and incurred development methods.
The average loss method multiplies a projected number of ultimate claims by an estimated ultimate
average loss for each accident year to produce ultimate loss estimates. Since projections of the
ultimate number of claims are often less variable than projections of ultimate loss, this method
can provide more reliable results for products where loss development patterns are inconsistent or
too variable to be relied on exclusively. In addition, this method can more directly account for
changes in coverage that impact the number and size of claims. However, this method can be
difficult to apply to situations where very large claims or a substantial number of unusual claims
result in volatile average claim sizes. Projecting the ultimate number of claims requires analysis
of several factors including the rate at which policyholders report claims to us, the impact of
judicial decisions, the impact of underwriting changes, and other factors. Estimating the ultimate
average loss requires analysis of the impact of large losses and claim cost trend based on changes
in the cost of repairing or replacing property, changes in the cost of medical care, changes in the
cost of wage replacement, judicial decisions, legislative changes, and other factors.
For other more complex products where the above methods may not produce reliable indications, we
use additional methods tailored to the characteristics of the specific situation. Such products
include construction defect losses and APMT.
For construction defect losses, our actuaries organize losses by report year. Report year groups
claims by the year in which they were reported. To estimate losses from claims that have not been
reported, various extrapolation techniques are applied to the pattern of claims that have been
reported to estimate the number of claims yet to be reported. This process requires analysis of
several factors including the rate at which policyholders report claims to us, the impact of
judicial decisions, the impact of underwriting changes, and other factors. An average claim size
is determined from past experience and applied to the number of unreported claims to estimate
reserves for these claims.
For many exposures, especially those that can be considered long-tail, a particular accident year
may not have a sufficient volume of paid losses to produce a statistically reliable estimate of
ultimate losses. In such a case, our actuaries typically assign more weight to the incurred
development method than to the paid development method. As claims continue to settle and the
volume of paid loss increases, the actuaries may assign additional weight to the paid development
method. For most of our products, even the incurred losses for accident years that are early in
the claim settlement process will not be of sufficient volume to produce a reliable estimate of
ultimate losses. In these cases, we will not assign any weight to the paid and incurred
development methods. We will use loss ratio,
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Bornhuetter-Ferguson and average loss methods. For short-tail exposures, the paid and incurred
development methods can often be relied on sooner primarily because our history includes a
sufficient number of years to cover the entire period over which paid and incurred losses are
expected to change. However, we may also use loss ratio, Bornhuetter-Ferguson and average loss
methods for short-tail exposures.
Periodic Reserve Reviews
The reserve analyses performed by our actuaries result in point estimates. Each quarter, the
results of the detailed reserve reviews are summarized and discussed with our senior management to
determine the best estimate of reserves. This group considers many factors in making this
decision. The factors include, but are not limited to, the historical pattern and volatility of
the actuarial indications, the sensitivity of the actuarial indications to changes in paid and
incurred loss patterns, the consistency of claims handling processes, the consistency of case
reserving practices, changes in our pricing and underwriting, and overall pricing and underwriting
trends in the insurance market.
Our recorded reserves reflect our best estimate as of a particular point in time based upon known
facts, current law and our judgment. The carried reserve may differ from the actuarial point
estimate as the result of our consideration of the factors noted above as well as the potential
volatility of the projections associated with the specific product being analyzed and other factors
impacting claims costs that may not be quantifiable through actuarial analysis. This process
results in managements best estimate which is then recorded as the loss reserve.
Currently, our reserves are slightly higher than the actuarial point estimate. We do not establish
a specific provision for uncertainty. For Standard and Specialty Lines, the difference between our
reserves and the actuarial point estimate is due to the two most recent complete accident years.
The claim data from these accident years is very immature. We believe it is prudent to wait until
actual experience confirms that the loss reserves should be adjusted. For Corporate and Other
Non-Core, the carried reserve is slightly higher than the actuarial point estimate. While the
actuarial estimates for APMT exposures reflect current knowledge, we feel it is prudent, based on
the history of developments in this area, to reflect some margin in the carried reserve until the
ultimate outcome of the issues associated with these exposures is clearer.
The key assumptions fundamental to the reserving process are often different for various products
and accident years. Some of these assumptions are explicit assumptions that are required of a
particular method, but most of the assumptions are implicit and cannot be precisely quantified. An
example of an explicit assumption is the pattern employed in the paid development method. However,
the assumed pattern is itself based on several implicit assumptions such as the impact of inflation
on medical costs and the rate at which claim professionals close claims. As a result, the effect
on reserve estimates of a particular change in assumptions usually cannot be specifically
quantified, and changes in these assumptions cannot be tracked over time.
Our reserves are managements best estimate. In order to provide an indication of the variability
associated with our net reserves, the following discussion provides a sensitivity analysis that
shows the approximate estimated impact of variations in the most significant factor affecting our
reserve estimates for particular types of business. These significant factors are the ones that
could most likely materially impact the reserves. This discussion covers the major types of
business for which we believe a material deviation to our reserves is reasonably possible. There
can be no assurance that actual experience will be consistent with the current assumptions or with
the variation indicated by the discussion. In addition, there can be no assurance that other
factors and assumptions will not have a material impact on our reserves.
Within Standard Lines, the two types of business for which we believe a material deviation to our
net reserves is reasonably possible are workers compensation and general liability.
For Standard Lines workers compensation, since many years will pass from the time the business is
written until all claim payments have been made, claim cost inflation on claim payments is the most
significant factor affecting workers compensation reserve estimates. Workers compensation claim
cost inflation is driven by the cost of medical care, the cost of wage replacement, expected
claimant lifetimes, judicial decisions, legislative changes, and other factors. If estimated
workers compensation claim cost inflation increases by one point for the entire period over which
claim payments will be made, we estimate that our net reserves would increase by approximately $450
million. If estimated workers compensation claim cost inflation decreases by one point for the
entire period over which claim payments will be made, we estimate that our net reserves would
decrease by approximately
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
$400
million. Our net reserves for Standard Lines workers compensation were approximately $3.9 billion
at December 31, 2005.
For Standard Lines general liability, the predominant method used for estimating reserves is the
incurred development method. Changes in the cost to repair or replace property, the cost of
medical care, the cost of wage replacement, judicial decisions, legislation, and other factors all
impact the pattern selected in this method. The pattern selected results in the incurred
development factor that estimates future changes in case incurred loss. If the estimated incurred
development factor for general liability increases by 15%, we estimate that our net reserves would
increase by approximately $380 million. If the estimated incurred development factor for general
liability decreases by 14%, we estimate that our net reserves would decrease by approximately $340
million. Our net reserves for Standard Lines general liability were approximately $4.1 billion at
December 31, 2005.
Within Specialty Lines, we believe a material deviation to our net reserves is reasonably possible
for the Professional Liability Insurance (CNA Pro) group. CNA Pro provides professional liability
coverages to various professional firms as well as directors and officers (D&O), errors and
omissions, employment practices, fiduciary and fidelity coverages. CNA Pro also offers insurance
products to serve the healthcare delivery system. The most significant factor affecting CNA Pro
reserve estimates is claim severity. Claim severity for CNA Pro is driven by the cost of medical
care, the cost of wage replacement, legal fees, judicial decisions, legislation, and other factors.
Underwriting and claim handling decisions such as the classes of business written and individual
claim settlement decisions can also impact claim severity. If the estimated claim severity for CNA
Pro increases by 7%, we estimate that CNA Pro net reserves would increase by approximately $250
million. If the estimated claim severity for CNA Pro decreases by 4%, we estimate that CNA Pro net
reserves would decrease by approximately $140 million. Our net reserves for CNA Pro were
approximately $3.4 billion at December 31, 2005.
Within Corporate and Other Non-Core, the two types of business for which we believe a material
deviation to our net reserves is reasonably possible are CNA Re and APMT.
For CNA Re, the predominant method used for estimating reserves is the incurred development method.
Changes in the cost to repair or replace property, the cost of medical care, the cost of wage
replacement, the rate at which ceding companies report claims, judicial decisions, legislation, and
other factors all impact the incurred development pattern for CNA Re. The pattern selected results
in the incurred development factor that estimates future changes in case incurred loss. If the
estimated incurred development factor for CNA Re increases by 20%, we estimate that our net
reserves for CNA Re would increase by approximately $170 million. If the estimated incurred
development factor for CNA Re decreases by 19%, we estimate that our net reserves would decrease by
approximately $150 million. Our net reserves for CNA Re were approximately $1.3 billion at
December 31, 2005.
For APMT, the most significant factor affecting reserve estimates is overall account size trend.
Overall account size trend for APMT reflects the combined impact of economic trends (inflation),
changes in the types of defendants involved, the expected mix of asbestos disease types, judicial
decisions, legislation and other factors. If the estimated overall account size trend for APMT
increases by 6 points, we estimate that our APMT net reserves would increase by approximately $700
million. If the estimated overall account size trend for APMT decreases by 9 points, we estimate
that our APMT net reserves would decrease by approximately $450 million. Our net reserves for APMT
were approximately $2.0 billion at December 31, 2005.
Given the factors described above, it is not possible to quantify precisely the ultimate exposure
represented by claims and related litigation. As a result, we regularly review the adequacy of our
reserves and reassess our reserve estimates as historical loss experience develops, additional
claims are reported and settled and additional information becomes available in subsequent periods.
In light of the many uncertainties associated with establishing the estimates and making the
assumptions necessary to establish reserve levels, we review our reserve estimates on a regular
basis and make adjustments in the period that the need for such adjustments is determined. These
reviews have resulted in our identification of information and trends that have caused us to
increase our reserves in prior periods and could lead to the identification of a need for
additional material increases in claim and claim adjustment expense reserves, which could
materially adversely affect our results of operations, equity, business and insurer financial
strength and debt ratings. See the Ratings section of this MD&A for further information regarding
our financial strength and debt ratings.
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Reinsurance
Due to significant catastrophes during 2005, the cost of our catastrophe reinsurance program has
increased in 2006. Our catastrophe reinsurance protection cost us premiums of approximately $64
million in 2005, including reinstatement premiums and will cost us approximately $82 million in
2006 before the impacts of any reinstatement premiums.
The terms of our 2006 programs are different than those of our 2005 programs. The Corporate
Property Catastrophe treaty provides coverage for the accumulation of losses between $200 million
and $700 million arising out of a single catastrophe occurrence in the United States, its
territories and possessions, and Canada. Our co-participation is 25% of the first $125 million
layer and 10% in all remaining layers. Our Marine treaty provides $65 million of protection above
a $20 million retention on the accumulation of losses arising out of a single catastrophe
occurrence.
In addition to these reinsurance treaties, our exposure to aggregation of certain catastrophe
events is further mitigated by an Aggregate Property Catastrophe treaty. The Aggregate Property
Catastrophe treaty covers 95% of $150 million of losses above a retention of $125 million from
named earthquake or wind storm catastrophes in the United States, its territories and possessions,
and Canada, which exceed $35 million. For any single event, the maximum that can be applied to our
retention or recovered under the treaty is $75 million.
Our overall ceded reinsurance program includes certain finite property and casualty contracts that
are entered into and accounted for on a funds withheld basis. Under the funds withheld basis, we
record the cash remitted to the reinsurer for the reinsurers margin, or cost of the reinsurance
contract, as ceded premiums. The remainder of the premiums ceded under the reinsurance contract
not remitted in cash is recorded as funds withheld liabilities. We are required to increase the
funds withheld balance at stated interest crediting rates applied to the funds withheld balance or
as otherwise specified under the terms of the contract. The funds withheld liability is reduced by
any cumulative claim payments made by us in excess of our retention under the reinsurance contract.
If the funds withheld liability is exhausted, interest crediting will cease and additional claim
payments are recoverable from the reinsurer.
As of June 30, 2006 and December 31, 2005, there were 13 ceded reinsurance treaties inforce that
we consider to be finite reinsurance. These treaties provide reinsurance protection for
individual accident years 1999 through 2002 on specified portions of
our domestic
property and casualty business. Further information on the impacts of these reinsurance programs
is included in Note I of the Condensed Consolidated Financial
Statements included under Item 1.
In 2003, we discontinued purchases of such contracts. Given the relative maturity of the
covered accident years and the amount of remaining limit under the
contracts, we do not
expect to cede a material amount of losses to these contracts in the future.
Terrorism Insurance
We and the insurance industry incurred substantial losses related to the 2001 World Trade Center
event. For the most part, the industry was able to absorb the loss of capital from this event, but
the capacity to withstand the effect of any additional terrorism events was significantly
diminished.
The Terrorism Risk Insurance Act of 2002 (TRIA) established a program within the Department of the
Treasury under which insurers are required to offer terrorism insurance and the federal government
will share the risk of loss by commercial property and casualty insurers arising from future
terrorist attacks. Although TRIA expired on December 31, 2005, the Terrorism Risk Insurance
Extension Act of 2005 (TRIEA) extended this program through December 31, 2007 with changes such as
the lines of business covered, the deductible amount that must be paid by the insurance company and
the aggregate industry loss prior to federal government assistance becoming available.
While TRIEA provides the property and casualty industry with an increased ability to withstand the
effect of a terrorist event through 2007, given the unpredictability of the nature, targets,
severity or frequency of potential terrorist events, our results of operations or equity could
nevertheless be materially adversely impacted by them. We are attempting to mitigate this exposure
through our underwriting practices, as well as policy terms and conditions (where applicable).
Under the laws of certain states, we are generally prohibited from excluding terrorism exposure
from our primary workers compensation policies. Further, in those states that mandate property
insurance coverage of damage from fire following a loss, we are prohibited from excluding terrorism
exposure.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Over the past several years, we have been underwriting our business to manage our terrorism
exposure through strict underwriting standards, risk avoidance measures and conditional terrorism
exclusions where permitted by law. There is substantial uncertainty as to our ability to
effectively contain our terrorism exposure since, notwithstanding our efforts described above, we
continue to issue forms of coverage, in particular, workers compensation, that are exposed to risk
of loss from a terrorism event.
Restructuring
In 2001, we finalized and approved a plan related to restructuring the property and casualty
segments and Life and Group Non-Core segment, discontinuation of the variable life and annuity
business and consolidation of real estate locations. During the second quarter of 2006, we
reevaluated the sufficiency of the remaining accrual, which related to lease termination costs, and
determined that the liability is no longer required as we have completed our lease obligations. As
a result the excess remaining accrual was released, resulting in
income of $8 million after-tax.
SEGMENT RESULTS
The following discusses the results of operations for our operating segments. We utilize the net
operating income financial measure to monitor our operations. Net operating income is calculated
by excluding from net income the after-tax effects of 1) net realized investment gains or losses,
2) income or loss from discontinued operations and 3) cumulative effects of changes in accounting
principles. See further discussion regarding how we manage our business in Note M of the Condensed
Consolidated Financial Statements included under Item 1. In evaluating the results of the Standard
Lines and Specialty Lines, we utilize the combined ratio, the loss ratio, the expense ratio and the
dividend ratio. These ratios are calculated using GAAP financial results. The loss ratio is the
percentage of net incurred claim and claim adjustment expenses to net earned premiums. The expense
ratio is the percentage of underwriting and acquisition expenses, including the amortization of
deferred acquisition costs, to net earned premiums. The dividend ratio is the ratio of dividends
incurred to net earned premiums. The combined ratio is the sum of the loss, expense and dividend
ratios.
STANDARD LINES
The following table summarizes the results of operations for Standard Lines.
Results of Operations | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Net written premiums |
$ | 1,163 | $ | 1,134 | $ | 2,273 | $ | 2,305 | ||||||||
Net earned premiums |
1,096 | 1,084 | 2,182 | 2,253 | ||||||||||||
Net investment income |
238 | 171 | 466 | 354 | ||||||||||||
Net operating income |
167 | 100 | 300 | 201 | ||||||||||||
Net realized investment gains (losses) |
(24 | ) | 17 | (15 | ) | 9 | ||||||||||
Net income |
143 | 117 | 285 | 210 | ||||||||||||
Ratios |
||||||||||||||||
Loss and loss adjustment expense |
67.6 | % | 71.2 | % | 69.7 | % | 71.1 | % | ||||||||
Expense |
31.1 | 31.4 | 31.1 | 31.8 | ||||||||||||
Dividend |
0.4 | 0.8 | 0.4 | 0.6 | ||||||||||||
Combined |
99.1 | % | 103.4 | % | 101.2 | % | 103.5 | % | ||||||||
Three Month Comparison
Net written premiums for Standard Lines increased $29 million for the three months ended June 30,
2006 as compared with the same period in 2005. This increase was due to improved production,
primarily in the Property lines of business, and favorable premium development, partially offset by
increased reinsurance costs for the Property lines. Net earned premiums increased $12 million for
the three months ended June 30, 2006 as compared with the same period in 2005, consistent with the
increased premiums written.
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Standard Lines averaged flat rates for the three months ended June 30, 2006 and averaged rate
decreases of 2% for the three months ended June 30, 2005 for the contracts that renewed during
those periods. Retention rates of 81% and 78% were achieved for those contracts that were up for
renewal.
Net income increased $26 million for the three months ended June 30, 2006 as compared with the same
period in 2005. This improvement was attributable to increased net operating income, partially
offset by decreased realized investment results. See the Investments section of this MD&A for
further discussion on net investment income and net realized investment results.
Net operating income increased $67 million for the three months ended June 30, 2006 as compared
with the same period in 2005. This increase was primarily driven by an increase in net investment
income and favorable impacts of net prior year development as discussed below. These increases to
operating income were partially offset by less favorable current accident year results.
The combined ratio improved 4.3 points for the three months ended June 30, 2006 as compared with
the same period in 2005. The loss ratio decreased 3.6 points and was favorably impacted by net
prior year development as discussed in further detail below, including a 0.9 point favorable impact
related to cessions to a risk management finite reinsurance treaty. The loss ratio was also
favorably impacted by a decrease in the bad debt provision for reinsurance receivables. These
favorable impacts were partially offset by higher current accident year loss ratios across most
lines of business.
The expense ratio decreased 0.3 points for the three months ended June 30, 2006 as compared with
the same period in 2005. This decrease was primarily due to a decrease in the bad debt provision
for insurance receivables. Changes in estimates for premium taxes partially offset this favorable
impact.
The dividend ratio decreased 0.4 points for the three months ended June 30, 2006 as compared with
the same period in 2005 due to unfavorable net prior year development recorded in 2005.
Favorable net prior year development of $19 million was recorded for the three months ended June
30, 2006, including $5 million of unfavorable claim and allocated claim adjustment expense reserve
development and $24 million of favorable premium development. Unfavorable net prior year
development of $39 million, including $52 million of unfavorable claim and allocated claim
adjustment expense reserve development and $13 million of favorable premium development, was
recorded for the three months ended June 30, 2005. Further information on Standard Lines Net Prior
Year Development for the three months ended June 30, 2006 and 2005 is included in Note H of the
Condensed Consolidated Financial Statements included under Item 1.
Six Month Comparison
Net written premiums for Standard Lines decreased $32 million for the six months ended June 30,
2006 as compared with the same period in 2005. While gross written premiums were higher, the
increased production was more than offset by increased ceded written premiums. The increase in
ceded premiums in 2006 as compared to 2005 was primarily related to favorable ceded premium
development recorded in 2005 related to an unfavorable arbitration ruling on two reinsurance
treaties and increased reinsurance costs in 2006. Net earned premiums decreased $71 million for
the six months ended June 30, 2006 as compared with the same period in 2005. This decrease was
primarily driven by the decline in premiums written.
Standard Lines averaged flat rates for the six months ended June 30, 2006 and averaged rate
decreases of 1% for the six months ended June 30, 2005 for the contracts that renewed during those
periods. Retention rates of 81% and 75% were achieved for those contracts that were up for
renewal.
Net income increased $75 million for the six months ended June 30, 2006 as compared with the same
period in 2005. This increase was attributable to increased net operating income, partially offset
by decreased realized investment results. See the Investments section of this MD&A for further
discussion on net investment income and net realized investment results.
Net operating income increased $99 million for the six months ended June 30, 2006 as compared with
the same period in 2005. This increase was primarily driven by an increase in net investment
income and favorable impacts of net prior year development as discussed below. These increases to
operating income were partially offset by less favorable current accident year results.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
The combined ratio improved 2.3 points for the six months ended June 30, 2006, as compared with the
same period in 2005. The loss ratio decreased 1.4 points and was favorably impacted by net prior
year development, as discussed in further detail below. This favorable impact was partially offset
by higher current accident year loss ratios across most lines of business.
The expense ratio decreased 0.7 points for the six months ended June 30, 2006 as compared with the
same period in 2005. This decrease was primarily due to a decrease in the bad debt provision for
insurance receivables and the absence of commissions recorded in 2005 as a result of an unfavorable
arbitration ruling related to two reinsurance treaties. Changes in estimates for premium taxes
partially offset these favorable impacts.
The dividend ratio decreased 0.2 points for the six months ended June 30, 2006 as compared with the
same period in 2005, due to unfavorable net prior year development recorded in 2005.
Favorable net prior year development of $9 million was recorded for the six months ended June 30,
2006, including $64 million of unfavorable claim and allocated claim adjustment expense reserve
development and $73 million of favorable premium development. Unfavorable net prior year
development of $72 million, including $184 million of unfavorable claim and allocated claim
adjustment expense reserve development and $112 million of favorable premium development, was
recorded for the six months ended June 30, 2005. Further information on Standard Lines Net Prior
Year Development for the six months ended June 30, 2006 and 2005 is included in Note H of the
Condensed Consolidated Financial Statements included under Item 1.
The following table summarizes the gross and net carried reserves as of June 30, 2006 and December
31, 2005 for Standard Lines.
Gross and Net Carried | ||||||||
Claim and Claim Adjustment Expense Reserves | ||||||||
June 30, 2006 | December 31, 2005 | |||||||
(In millions) | ||||||||
Gross Case Reserves |
$ | 6,967 | $ | 7,033 | ||||
Gross IBNR Reserves |
7,856 | 8,051 | ||||||
Total Gross Carried Claim and Claim
Adjustment Expense Reserves |
$ | 14,823 | $ | 15,084 | ||||
Net Case Reserves |
$ | 4,761 | $ | 5,165 | ||||
Net IBNR Reserves |
6,364 | 6,081 | ||||||
Total Net Carried Claim and Claim
Adjustment Expense Reserves |
$ | 11,125 | $ | 11,246 | ||||
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
SPECIALTY LINES
The following table summarizes the results of operations for Specialty Lines.
Results of Operations | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Net written premiums |
$ | 625 | $ | 595 | $ | 1,273 | $ | 1,189 | ||||||||
Net earned premiums |
633 | 630 | 1,261 | 1,203 | ||||||||||||
Net investment income |
99 | 67 | 186 | 123 | ||||||||||||
Net operating income |
110 | 81 | 224 | 160 | ||||||||||||
Net realized investment gains (losses) |
(9 | ) | 5 | (7 | ) | 8 | ||||||||||
Net income |
101 | 86 | 217 | 168 | ||||||||||||
Ratios |
||||||||||||||||
Loss and loss adjustment expense |
61.2 | % | 69.0 | % | 60.2 | % | 65.8 | % | ||||||||
Expense |
27.2 | 24.8 | 26.8 | 25.8 | ||||||||||||
Dividend |
0.1 | 0.2 | 0.1 | 0.2 | ||||||||||||
Combined |
88.5 | % | 94.0 | % | 87.1 | % | 91.8 | % | ||||||||
Three Month Comparison
Net written premiums for Specialty Lines increased $30 million for the three months ended June 30,
2006 as compared to the same period in 2005. This increase was primarily due to improved
production, driven by rate increases and retention across most lines of business. Net earned
premiums increased $3 million for the three months ended June 30, 2006 as compared with the same
period in 2005, consistent with the increased premium written.
Specialty Lines averaged rate increases of 1% for the three months ended June 30, 2006 and 2005 for
the contracts that renewed during those periods. Retention rates of 88% and 87% were achieved for
those contracts that were up for renewal in each period.
Net income increased $15 million for the three months ended June 30, 2006 as compared with the same
period in 2005. This increase was attributable to increased net operating income, partially offset
by decreased realized investment results. See the Investments section of this MD&A for further
discussion on net investment income and net realized investment results.
Net operating income increased $29 million for the three months ended June 30, 2006 as compared
with the same period in 2005. This increase was primarily driven by an increase in net investment
income and the absence of a $17 million loss recorded in 2005, after the impact of taxes and
minority interests, in the surety line of business related to a large national contractor. Further
information related to the national contractor is included in Note P of the Condensed Consolidated
Financial Statements included under Item 1. Partially offsetting these favorable impacts were
increased expenses.
The combined ratio improved 5.5 points for the three months ended June 30, 2006 as compared with
the same period in 2005. The loss ratio decreased 7.8 points, primarily due to the absence of
unfavorable net prior year development and the surety loss discussed above. The surety loss
recorded in the prior year related to the 2005 accident year and was $40 million before the effect
of taxes and minority interest.
The expense ratio increased 2.4 points for the three months ended June 30, 2006 as compared with
the same period in 2005, primarily due to changes in estimates for premium taxes.
There was $2 million of favorable claim and allocated claim adjustment expense reserve development
and $2 million of unfavorable premium development, resulting in no net prior year development for
the three months ended June 30, 2006. Unfavorable net prior year development of $12 million,
including $25 million of unfavorable claim and allocated claim adjustment expense reserve
development and $13 million of favorable premium development, was recorded for the three months
ended June 30, 2005. Further information on Specialty Lines Net Prior Year
Development for the three months ended June 30, 2006 and 2005 is included in Note H of the
Condensed Consolidated Financial Statements included under Item 1.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Six Month Comparison
Net written premiums for Specialty Lines increased $84 million for the six months ended June 30,
2006 as compared to the same period in 2005. This increase was primarily due to improved
production, driven by rate increases and retention across most professional liability insurance
lines of business. Net earned premiums increased $58 million for the six months ended June 30,
2006 as compared with the same period in 2005, consistent with the increased premium written.
Specialty Lines averaged rate increases of 1% for the six months ended June 30, 2006 and 2005 for
the contracts that renewed during those periods. Retention rates of 88% and 87% were achieved for
those contracts that were up for renewal in each period.
Net income increased $49 million for the six months ended June 30, 2006 as compared with the same
period in 2005. This increase was attributable to increased net operating income, partially offset
by decreased realized investment results. See the Investments section of this MD&A for further
discussion on net investment income and net realized investment results.
Net operating income increased $64 million for the six months ended June 30, 2006 as compared with
the same period in 2005. This increase was primarily driven by an increase in net investment
income, favorable impacts of net prior year development as discussed below, and the absence of the
$17 million loss recorded in 2005 in the surety line of business as discussed in the three month
comparison. Partially offsetting these favorable impacts were increased expenses.
The combined ratio improved 4.7 points for the six months ended June 30, 2006 as compared with the
same period in 2005, primarily due to the reasons discussed above in the three month comparison.
Favorable net prior year development of $3 million was recorded for the six months ended June 30,
2006, including $3 million of unfavorable claim and allocated claim adjustment expense reserve
development and $6 million of favorable premium development. Unfavorable net prior year
development of $42 million, including $38 million of unfavorable claim and allocated claim
adjustment expense reserve development and $4 million of unfavorable premium development, was
recorded for the six months ended June 30, 2005. Further information on Specialty Lines Net Prior
Year Development for the six months ended June 30, 2006 and 2005 is included in Note H of the
Condensed Consolidated Financial Statements included under Item 1.
The following table summarizes the gross and net carried reserves as of June 30, 2006 and December
31, 2005 for Specialty Lines.
Gross and Net Carried | ||||||||
Claim and Claim Adjustment Expense Reserves | ||||||||
June 30, 2006 | December 31, 2005 | |||||||
(In millions) | ||||||||
Gross Case Reserves |
$ | 1,801 | $ | 1,907 | ||||
Gross IBNR Reserves |
3,594 | 3,298 | ||||||
Total Gross Carried Claim and Claim
Adjustment Expense Reserves |
$ | 5,395 | $ | 5,205 | ||||
Net Case Reserves |
$ | 1,335 | $ | 1,442 | ||||
Net IBNR Reserves |
2,649 | 2,352 | ||||||
Total Net Carried Claim and Claim
Adjustment Expense Reserves |
$ | 3,984 | $ | 3,794 | ||||
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
LIFE AND GROUP NON-CORE
The following table summarizes the results of operations for Life and Group Non-Core.
Results of Operations | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Net earned premiums |
$ | 159 | $ | 204 | $ | 322 | $ | 370 | ||||||||
Net investment income |
138 | 146 | 325 | 252 | ||||||||||||
Net operating income |
5 | 5 | 2 | 6 | ||||||||||||
Net realized investment losses |
(23 | ) | (1 | ) | (30 | ) | (4 | ) | ||||||||
Net income (loss) |
(18 | ) | 4 | (28 | ) | 2 |
Three Month Comparison
Net earned premiums for Life and Group Non-Core decreased $45 million for the three months ended
June 30, 2006 as compared with the same period in 2005. The net earned premiums relate primarily
to the group and individual long term care businesses.
Net results decreased by $22 million for the three months ended June 30, 2006 as compared with the
same period in 2005. The decrease in net results is primarily due to an increase in net realized
investment losses. This unfavorable item was partially offset by favorable results in the pension
deposit business. The 2006 net results include $13 million of income related to the resolution of
contingencies, including the release of a $7 million provision for estimated indemnification
liabilities related to the sold individual life business. The 2005 net results included a change
in estimate which reduced a prior accrual of state premium taxes and income related to agreements
with buyers of sold businesses which ended as of December 31, 2005. See the Investment section of
this MD&A for further discussion on net investment income and net realized investment results.
Six Month Comparison
Net earned premiums for Life and Group Non-Core decreased $48 million for the six months ended June
30, 2006 as compared with the same period in 2005. The net earned premiums relate primarily to the
group and individual long term care businesses.
Net results decreased by $30 million for the six months ended June 30, 2006 as compared with the
same period in 2005. The decrease in net results is primarily due to the reasons discussed in the
three month comparison and a decline in results for life settlement contracts.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
CORPORATE AND OTHER NON-CORE
The following table summarizes the results of operations for the Corporate and Other Non-Core
segment, including Asbestos, Environmental Pollution and Mass Tort (APMT) and intrasegment
eliminations.
Results of Operations | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Net investment income |
$ | 77 | $ | 55 | $ | 145 | $ | 116 | ||||||||
Revenues |
55 | 155 | 108 | 190 | ||||||||||||
Net operating income |
23 | 86 | 13 | 97 | ||||||||||||
Net realized investment losses |
(8 | ) | (5 | ) | (11 | ) | (11 | ) | ||||||||
Net income |
15 | 81 | 2 | 86 |
Three Month Comparison
Revenues decreased $100 million for the three months ended June 30, 2006 as compared with the same period in 2005. The decrease in revenues was primarily due to the absence of $121 million of interest income related to a federal income tax settlement that occurred in 2005, as further discussed in Note F of the Condensed Consolidated Financial Statements included under Item 1. Partially offsetting these decreases was increased net investment income. See the Investments section of this MD&A for further discussion on net investment income and net realized investment results.
Net income decreased $66 million for the three months ended June 30, 2006 as compared with the same
period in 2005. The decrease in net income was primarily due to decreased revenue as discussed
above. In addition, net income for the second quarter of 2005 included a commutation loss of $36
million after-tax, which is a component of the 2005 unfavorable net prior year development
referenced below. Net income for the second quarter of 2006 includes a release of a restructuring
accrual related to lease termination costs of $8 million after-tax.
Unfavorable net prior year development of $2 million was recorded for the three months ended June
30, 2006, including $5 million of unfavorable net prior year claim and allocated claim adjustment
expense reserve development and $3 million of favorable premium development. Unfavorable net prior
year development of $67 million, including $70 million of unfavorable net prior year claim and
allocated claim adjustment expense reserve development and $3 million of favorable premium
development, was recorded for the three months ended June 30, 2005. Further information on
Corporate and Other Non-Cores Net Prior Year Development for 2005 is included in Note H of the
Condensed Consolidated Financial Statements included under Item 1.
Six Month Comparison
Revenues decreased $82 million for the six months ended June 30, 2006 as compared with the same
period in 2005. The decrease in revenues was primarily due to the reasons discussed in the three
month comparison and the discontinuation of royalty income related to a sold business.
Net income decreased $84 million for the six months ended June 30, 2006 as compared with the same
period in 2005. The decrease in net income was due to the reasons discussed in the three month
comparison and the discontinuation of royalty income.
Unfavorable net prior year development of $16 million was recorded for the six months ended June
30, 2006, including $12 million of unfavorable net prior year claim and allocated claim adjustment
expense reserve development and $4 million of unfavorable premium development. Unfavorable net
prior year development of $88 million, including $74 million of unfavorable net prior year claim
and allocated claim adjustment expense reserve development and $14 million of unfavorable premium
development, was recorded for the six months ended June 30, 2005. Further information on Corporate
and Other Non-Cores Net Prior Year Development for 2006 and 2005 is included in Note H of the
Condensed Consolidated Financial Statements included under Item 1.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
The following table summarizes the gross and net carried reserves as of June 30, 2006 and December
31, 2005 for Corporate and Other Non-Core.
Gross and Net Carried | ||||||||
Claim and Claim Adjustment Expense Reserves | ||||||||
June 30, 2006 | December 31, 2005 | |||||||
(In millions) | ||||||||
Gross Case Reserves |
$ | 2,867 | $ | 3,297 | ||||
Gross IBNR Reserves |
3,907 | 4,075 | ||||||
Total Gross Carried Claim and Claim
Adjustment Expense Reserves |
$ | 6,774 | $ | 7,372 | ||||
Net Case Reserves |
$ | 1,312 | $ | 1,554 | ||||
Net IBNR Reserves |
1,908 | 1,902 | ||||||
Total Net Carried Claim and Claim
Adjustment Expense Reserves |
$ | 3,220 | $ | 3,456 | ||||
APMT Reserves
Our property and casualty insurance subsidiaries have actual and potential exposures related to
asbestos, environmental pollution and mass tort (APMT) claims.
Establishing reserves for APMT claim and claim adjustment expenses is subject to uncertainties that
are greater than those presented by other claims. Traditional actuarial methods and techniques
employed to estimate the ultimate cost of claims for more traditional property and casualty
exposures are less precise in estimating claim and claim adjustment expense reserves for APMT,
particularly in an environment of emerging or potential claims and coverage issues that arise from
industry practices and legal, judicial, and social conditions. Therefore, these traditional
actuarial methods and techniques are necessarily supplemented with additional estimating techniques
and methodologies, many of which involve significant judgments that are required on our part.
Accordingly, a high degree of uncertainty remains for our ultimate liability for APMT claim and
claim adjustment expenses.
In addition to the difficulties described above, estimating the ultimate cost of both reported and
unreported APMT claims is subject to a higher degree of variability due to a number of additional
factors, including among others: the number and outcome of direct actions against us; coverage
issues, including whether certain costs are covered under the policies and whether policy limits
apply; allocation of liability among numerous parties, some of whom may be in bankruptcy
proceedings, and in particular the application of joint and several liability to specific
insurers on a risk; inconsistent court decisions and developing legal theories; continuing
aggressive tactics of plaintiffs lawyers; the risks and lack of predictability inherent in major
litigation; enactment of federal legislation to address asbestos claims; a further increase in
asbestos, environmental pollution and mass tort claims which cannot now be anticipated; liability
against our policyholders in environmental matters; broadened scope of clean-up resulting in
increased liability to our policyholders; a further increase of claims and claims payment that may
exhaust underlying umbrella and excess coverage at accelerated rates; and future developments
pertaining to our ability to recover reinsurance for asbestos, pollution and mass tort claims.
Due to the inherent uncertainties in estimating claim and claim adjustment expense reserves for
APMT and due to the significant uncertainties described related to APMT claims, our ultimate
liability for these cases, both individually and in aggregate, may exceed the recorded reserves.
Any such potential additional liability, or any range of potential additional amounts, cannot be
reasonably estimated currently, but could be material to our business, results of operations,
equity, and insurer financial strength and debt ratings. Due to, among other things, the factors
described above, it may be necessary for us to record material changes in our APMT claim and claim
adjustment expense reserves in the future, should new information become available or other
developments emerge.
We have regularly performed ground up reviews of all open APMT claims to evaluate the adequacy of
our APMT reserves. In performing our comprehensive ground up analysis, we consider input from our
professionals with direct responsibility for the claims, inside and outside counsel with
responsibility for our representation, and our actuarial
staff. These professionals review, among many factors, the policyholders present and predicted future exposures,
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
including such factors as claims volume, trial conditions, prior settlement
history, settlement demands and defense costs; the impact of asbestos defendant bankruptcies on the
policyholder; the policies we issued, including such factors as aggregate or per occurrence limits,
whether the policy is primary, umbrella or excess, and the existence of policyholder retentions
and/or deductibles; the existence of other insurance; and reinsurance arrangements.
The following table provides data related to our APMT claim and claim adjustment expense reserves.
APMT Reserves | ||||||||||||||||
June 30, 2006 | December 31, 2005 | |||||||||||||||
Environmental | Environmental | |||||||||||||||
Pollution and | Pollution and | |||||||||||||||
Asbestos | Mass Tort | Asbestos | Mass Tort | |||||||||||||
(In millions) | ||||||||||||||||
Gross reserves |
$ | 2,799 | $ | 603 | $ | 2,992 | $ | 680 | ||||||||
Ceded reserves |
(1,294 | ) | (229 | ) | (1,438 | ) | (257 | ) | ||||||||
Net reserves |
$ | 1,505 | $ | 374 | $ | 1,554 | $ | 423 | ||||||||
Asbestos
In the past several years, we experienced, at certain points in time, significant increases in
claim counts for asbestos-related claims. The factors that led to these increases included, among
other things, intensive advertising campaigns by lawyers for asbestos claimants, mass medical
screening programs sponsored by plaintiff lawyers and the addition of new defendants such as the
distributors and installers of products containing asbestos. In subsequent years, the rate of new
filings has decreased. Various challenges to mass screening claimants have been mounted.
Historically, the majority of asbestos bodily injury claims have been filed by persons exhibiting
few, if any, disease symptoms. Recent studies have concluded that the percentage of unimpaired
claimants to total claimants ranges between 66% and up to 90%. Some courts, including the federal
district court responsible for pre-trial proceedings in all federal asbestos bodily injury actions,
have ordered that so-called unimpaired claimants may not recover unless at some point the
claimants condition worsens to the point of impairment. Some plaintiffs classified as
unimpaired have challenged those orders. Therefore, the ultimate impact of the orders on future
asbestos claims remains uncertain.
Several factors are, in our view, negatively impacting asbestos claim trends. Plaintiff attorneys
who previously sued entities who are now bankrupt are seeking other viable targets. As a result,
companies with few or no previous asbestos claims are becoming targets in asbestos litigation and,
although they may have little or no liability, nevertheless must be defended. Additionally,
plaintiff attorneys and trustees for future claimants are demanding that policy limits be paid
lump-sum into the bankruptcy asbestos trusts prior to presentation of valid claims and medical
proof of these claims. Various challenges to these practices are currently in litigation and the
ultimate impact or success of these tactics remains uncertain. Plaintiff attorneys and trustees
for future claimants are also attempting to devise claims payment procedures for bankruptcy trusts
that would allow asbestos claims to be paid under lax standards for injury, exposure and causation.
This also presents the potential for exhausting policy limits in an accelerated fashion.
As a result of bankruptcies and insolvencies, we had in the past observed an increase in the total
number of policyholders with current asbestos claims as additional defendants are added to existing
lawsuits and are named in new asbestos bodily injury lawsuits. New asbestos bodily injury claims
moderated in 2004 and 2005.
We have resolved a number of our large asbestos accounts by negotiating settlement agreements.
Structured settlement agreements provide for payments over multiple years as set forth in each
individual agreement. Payment obligations under those settlement agreements are projected to
terminate by 2016.
In 1985, 47 asbestos producers and their insurers, including CIC, executed the Wellington
Agreement. The agreement intended to resolve all issues and litigation related to coverage for
asbestos exposures. Under this agreement, signatory insurers committed scheduled policy limits and
made the limits available to pay asbestos claims based upon coverage blocks designated by the
policyholders in 1985, subject to extension by policyholders. CIC was a signatory insurer to the
Wellington Agreement.
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
We have also used coverage in place agreements to resolve large asbestos exposures. Coverage in
place agreements are typically agreements between us and our policyholders identifying the policies
and the terms for payment of asbestos related liabilities. Claims payments are contingent on
presentation of adequate documentation showing exposure during the policy periods and other
documentation supporting the demand for claims payment. Coverage in place agreements may have
annual payment caps. Coverage in place agreements are evaluated based on claims filings trends and
severities.
We categorize active asbestos accounts as large or small accounts. We define a large account as an
active account with more than $100 thousand of cumulative paid losses. We have made closing large
accounts a significant management priority. Small accounts are defined as active accounts with
$100 thousand or less of cumulative paid losses. Approximately 80% of our total active asbestos
accounts are classified as small accounts at June 30, 2006.
We also evaluate our asbestos liabilities arising from our assumed reinsurance business and our
participation in various pools, including Excess & Casualty Reinsurance Association (ECRA).
IBNR reserves relate to potential development on accounts that have not settled and potential
future claims from unidentified policyholders.
The tables below depict our overall pending asbestos accounts and associated reserves at June 30,
2006 and December 31, 2005.
Pending Asbestos Accounts and Associated Reserves | ||||||||||||||||
June 30, 2006 | ||||||||||||||||
Net Paid Losses | Net Asbestos | Percent of | ||||||||||||||
Number of | in 2006 | Reserves | Asbestos | |||||||||||||
Policyholders | (In millions) | (In millions) | Net Reserves | |||||||||||||
Policyholders with settlement agreements |
||||||||||||||||
Structured Settlements |
15 | $ | 18 | $ | 165 | 11 | % | |||||||||
Wellington |
3 | 1 | 14 | 1 | ||||||||||||
Coverage in place |
39 | (18 | ) | 93 | 6 | |||||||||||
Fibreboard |
1 | | 54 | 4 | ||||||||||||
Total with settlement agreements |
58 | 1 | 326 | 22 | ||||||||||||
Other policyholders with active accounts |
||||||||||||||||
Large asbestos accounts |
205 | 37 | 262 | 17 | ||||||||||||
Small asbestos accounts |
1,076 | 9 | 96 | 6 | ||||||||||||
Total other policyholders |
1,281 | 46 | 358 | 23 | ||||||||||||
Assumed reinsurance and pools |
| 3 | 144 | 10 | ||||||||||||
Unassigned IBNR |
| | 677 | 45 | ||||||||||||
Total |
1,339 | $ | 50 | $ | 1,505 | 100 | % | |||||||||
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
December 31, 2005 | ||||||||||||||||
Net Paid Losses | Net Asbestos | Percent of | ||||||||||||||
Number of | in 2005 | Reserves | Asbestos | |||||||||||||
Policyholders | (In millions) | (In millions) | Net Reserves | |||||||||||||
Policyholders with settlement agreements |
||||||||||||||||
Structured Settlements |
13 | $ | 30 | $ | 167 | 11 | % | |||||||||
Wellington |
4 | 2 | 15 | 1 | ||||||||||||
Coverage in place |
34 | 13 | 58 | 4 | ||||||||||||
Fibreboard |
1 | | 54 | 3 | ||||||||||||
Total with settlement agreements |
52 | 45 | 294 | 19 | ||||||||||||
Other policyholders with active accounts |
||||||||||||||||
Large asbestos accounts |
199 | 68 | 273 | 17 | ||||||||||||
Small asbestos accounts |
1,073 | 23 | 135 | 9 | ||||||||||||
Total other policyholders |
1,272 | 91 | 408 | 26 | ||||||||||||
Assumed reinsurance and pools |
| 6 | 143 | 9 | ||||||||||||
Unassigned IBNR |
| | 709 | 46 | ||||||||||||
Total |
1,324 | $ | 142 | $ | 1,554 | 100 | % | |||||||||
Some asbestos-related defendants have asserted that their insurance policies are not subject to aggregate limits on coverage. We have such claims from a number of insureds. Some of these claims involve insureds facing exhaustion of products liability aggregate limits in their policies, who have asserted that their asbestos-related claims fall within so-called non-products liability coverage contained within their policies rather than products liability coverage, and that the claimed non-products coverage is not subject to any aggregate limit. It is difficult to predict the ultimate size of any of the claims for coverage purportedly not subject to aggregate limits or predict to what extent, if any, the attempts to assert non-products claims outside the products liability aggregate will succeed. Our policies also contain other limits applicable to these claims, and we have additional coverage defenses to certain claims. We have attempted to manage our asbestos exposure by aggressively seeking to settle claims on acceptable terms. There can be no assurance that any of these settlement efforts will be successful, or that any such claims can be settled on terms acceptable to us. Where we cannot settle a claim on acceptable terms, we aggressively litigate the claim. A recent court ruling by the United States Court of Appeals for the Fourth Circuit has supported certain of our positions with respect to coverage for non-products claims. However, adverse developments with respect to such matters could have a material adverse effect on our results of operations and/or equity.
As a result of the uncertainties and complexities involved, reserves for asbestos claims cannot be
estimated with traditional actuarial techniques that rely on historical accident year loss
development factors. In establishing asbestos reserves, we evaluate the exposure presented by each
insured. As part of this evaluation, we consider the available insurance coverage; limits and
deductibles; the potential role of other insurance, particularly underlying coverage below any of
our excess liability policies; and applicable coverage defenses, including asbestos exclusions.
Estimation of asbestos-related claim and claim adjustment expense reserves involves a high degree
of judgment on our part and consideration of many complex factors, including: inconsistency of
court decisions, jury attitudes and future court decisions; specific policy provisions; allocation
of liability among insurers and insureds; missing policies and proof of coverage; the proliferation
of bankruptcy proceedings and attendant uncertainties; novel theories asserted by policyholders and
their counsel; the targeting of a broader range of businesses and entities as defendants; the
uncertainty as to which other insureds may be targeted in the future and the uncertainties inherent
in predicting the number of future claims; volatility in claim numbers and settlement demands;
increases in the number of non-impaired claimants and the extent to which they can be precluded
from making claims; the efforts by insureds to obtain coverage not subject to aggregate limits;
long latency period between asbestos exposure and disease manifestation and the resulting potential
for involvement of multiple policy periods for individual claims; medical inflation trends; the mix
of asbestos-related diseases presented and the ability to recover reinsurance.
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
We are also monitoring possible legislative reforms on the state and national level, including
possible federal legislation to create a national privately financed trust financed by
contributions from insurers such as us, industrial companies and others, which if established,
could replace litigation of asbestos claims with payments to claimants from the trust. It is
uncertain at the present time whether such legislation will be enacted or, if it is, its impact on
us.
We are involved in significant asbestos-related claim litigation, which is described in Note H of
the Condensed Consolidated Financial Statements included under Item 1.
Environmental Pollution and Mass Tort
Environmental pollution cleanup is the subject of both federal and state regulation. By some
estimates, there are thousands of potential waste sites subject to cleanup. The insurance industry
is involved in extensive litigation regarding coverage issues. Judicial interpretations in many
cases have expanded the scope of coverage and liability beyond the original intent of the policies.
The Comprehensive Environmental Response Compensation and Liability Act of 1980 (Superfund) and
comparable state statutes (mini-Superfunds) govern the cleanup and restoration of toxic waste sites
and formalize the concept of legal liability for cleanup and restoration by Potentially
Responsible Parties (PRPs). Superfund and the mini-Superfunds establish mechanisms to pay for
cleanup of waste sites if PRPs fail to do so and assign liability to PRPs. The extent of liability
to be allocated to a PRP is dependent upon a variety of factors. Further, the number of waste
sites subject to cleanup is unknown. To date, approximately 1,500 cleanup sites have been
identified by the Environmental Protection Agency (EPA) and included on its National Priorities
List (NPL). State authorities have designated many cleanup sites as well.
Many policyholders have made claims against us for defense costs and indemnification in connection
with environmental pollution matters. The vast majority of these claims relate to accident years
1989 and prior, which coincides with our adoption of the Simplified Commercial General Liability
coverage form, which includes what is referred to in the industry as absolute pollution exclusion.
We and the insurance industry are disputing coverage for many such claims. Key coverage issues
include whether cleanup costs are considered damages under the policies, trigger of coverage,
allocation of liability among triggered policies, applicability of pollution exclusions and owned
property exclusions, the potential for joint and several liability and the definition of an
occurrence. To date, courts have been inconsistent in their rulings on these issues.
We have made resolution of large environmental pollution exposures a management priority. We have
resolved a number of our large environmental accounts by negotiating settlement agreements. In our
settlements, we sought to resolve those exposures and obtain the broadest release language to avoid
future claims from the same policyholders seeking coverage for sites or claims that had not emerged
at the time we settled with our policyholder. While the terms of each settlement agreement vary,
we sought to obtain broad environmental releases that include known and unknown sites, claims and
policies. The broad scope of the release provisions contained in those settlement agreements
should, in many cases, prevent future exposure from settled policyholders. It remains uncertain,
however, whether a court interpreting the language of the settlement agreements will adhere to the
intent of the parties and uphold the broad scope of language of the agreements.
We classify our environmental pollution accounts into several categories, which include structured
settlements, coverage in place agreements and active accounts. Structured settlement agreements
provide for payments over multiple years as set forth in each individual agreement.
We have also used coverage in place agreements to resolve pollution exposures. Coverage in place
agreements are typically agreements between us and our policyholders identifying the policies and
the terms for payment of pollution related liabilities. Claims payments are contingent on
presentation of adequate documentation of damages during the policy periods and other documentation
supporting the demand for claims payment. Coverage in place agreements may have annual payment
caps.
We categorize active accounts as large or small accounts in the pollution area. We define a large
account as an active account with more than $100 thousand cumulative paid losses. We have made
closing large accounts a significant management priority. Small accounts are defined as active
accounts with $100 thousand or less cumulative paid losses.
We also evaluate our environmental pollution exposures arising from our assumed reinsurance and our
participation in various pools, including ECRA.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
We carry unassigned IBNR reserves for environmental pollution. These reserves relate to potential
development on accounts that have not settled and potential future claims from unidentified
policyholders.
The charts below depict our overall pending environmental pollution accounts and associated
reserves at June 30, 2006 and December 31, 2005.
Pending Environmental Pollution Accounts and Associated Reserves | ||||||||||||||||
June 30, 2006 | Net | |||||||||||||||
Environmental | Percent of | |||||||||||||||
Net Paid Losses | Pollution | Environmental | ||||||||||||||
Number of | in 2006 | Reserves | Pollution Net | |||||||||||||
Policyholders | (In millions) | (In millions) | Reserve | |||||||||||||
Policyholders with Settlement Agreements |
||||||||||||||||
Structured settlements |
10 | $ | 10 | $ | 11 | 4 | % | |||||||||
Coverage in place |
18 | 3 | 22 | 7 | ||||||||||||
Total with Settlement Agreements |
28 | 13 | 33 | 11 | ||||||||||||
Other Policyholders with Active Accounts |
||||||||||||||||
Large pollution accounts |
113 | 12 | 55 | 18 | ||||||||||||
Small pollution accounts |
366 | 11 | 44 | 15 | ||||||||||||
Total Other Policyholders |
479 | 23 | 99 | 33 | ||||||||||||
Assumed Reinsurance & Pools |
| 1 | 33 | 11 | ||||||||||||
Unassigned IBNR |
| | 134 | 45 | ||||||||||||
Total |
507 | $ | 37 | $ | 299 | 100 | % | |||||||||
Pending Environmental Pollution Accounts and Associated Reserves | ||||||||||||||||
December 31, 2005 | ||||||||||||||||
Net | ||||||||||||||||
Environmental | Percent of | |||||||||||||||
Net Paid Losses | Pollution | Environmental | ||||||||||||||
Number of | in 2005 | Reserves | Pollution Net | |||||||||||||
Policyholders | (In millions) | (In millions) | Reserve | |||||||||||||
Policyholders with Settlement Agreements |
||||||||||||||||
Structured settlements |
6 | $ | 10 | $ | 17 | 5 | % | |||||||||
Coverage in place |
16 | 10 | 23 | 7 | ||||||||||||
Total with Settlement Agreements |
22 | 20 | 40 | 12 | ||||||||||||
Other Policyholders with Active Accounts |
||||||||||||||||
Large pollution accounts |
120 | 18 | 63 | 19 | ||||||||||||
Small pollution accounts |
362 | 15 | 50 | 15 | ||||||||||||
Total Other Policyholders |
482 | 33 | 113 | 34 | ||||||||||||
Assumed Reinsurance & Pools |
| 3 | 33 | 10 | ||||||||||||
Unassigned IBNR |
| | 150 | 44 | ||||||||||||
Total |
504 | $ | 56 | $ | 336 | 100 | % | |||||||||
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
INVESTMENTS
Net Investment Income
The significant components of net investment income are presented in the following table.
Net Investment Income | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Fixed maturity securities |
$ | 480 | $ | 410 | $ | 895 | $ | 774 | ||||||||
Short term investments |
58 | 29 | 123 | 61 | ||||||||||||
Limited partnerships |
53 | 38 | 127 | 117 | ||||||||||||
Equity securities |
8 | 8 | 14 | 12 | ||||||||||||
Income (loss) from trading portfolio (a) |
(9 | ) | 14 | 33 | (16 | ) | ||||||||||
Interest on funds withheld and other deposits |
(30 | ) | (50 | ) | (55 | ) | (89 | ) | ||||||||
Other |
5 | 4 | 8 | 11 | ||||||||||||
Gross investment income |
565 | 453 | 1,145 | 870 | ||||||||||||
Investment expense |
(13 | ) | (14 | ) | (23 | ) | (25 | ) | ||||||||
Net investment income |
$ | 552 | $ | 439 | $ | 1,122 | $ | 845 | ||||||||
(a) The change in net unrealized gains (losses) on trading securities, included in net investment
income, was $(6) million and $(4) million for the three and six months ended June 30, 2006 and $1
million and $(7) million for the three and six months ended June 30, 2005.
Net investment income increased by $113 million for the three months ended June 30, 2006 compared with the same period of 2005. The improvement was primarily driven by interest rate increases across fixed maturity securities and short term investments, an increase in asset base and a reduction of interest expense on funds withheld and other deposits. Commutations of significant finite reinsurance contracts completed in 2005 contributed to the increase in asset base and the decrease in interest expense. These increases were partially offset by a decrease in investment income from the trading portfolio. The decreased income from the trading portfolio was largely offset by a corresponding decrease in the policyholders funds reserves supported by the trading portfolio, which is included in Insurance Claims and Policyholders Benefits on the Condensed Consolidated Statements of Operations. See Note I of the Condensed Consolidated Financial Statements included under Item 1 regarding additional information about interest costs on funds withheld and other deposits.
Net investment income increased by $277 million for the six months ended June 30, 2006 compared
with the same period of 2005. The improvement was primarily driven by interest rate increases
across fixed maturity securities and short term investments, an increase in asset base and a
reduction of interest expense on funds withheld and other deposits. Commutations of significant
finite reinsurance contracts completed in 2005 contributed to the increase in asset base and the
decrease in interest expense. Also impacting net investment income was increased income from the
trading portfolio of approximately $49 million. The increased income from the trading portfolio
was largely offset by a corresponding increase in the policyholders funds reserves supported by
the trading portfolio, which is included in Insurance Claims and Policyholders Benefits on the
Condensed Consolidated Statements of Operations.
The bond segment of the investment portfolio yielded 5.6% and 4.8% for the six months ended June
30, 2006 and 2005.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Net Realized Investment Gains (Losses)
The components of net realized investment results for available-for-sale securities are presented
in the following table.
Net Realized Investment Gains (Losses) | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Realized investment gains (losses): |
||||||||||||||||
Fixed maturity securities: |
||||||||||||||||
U.S. Government bonds |
$ | | $ | 14 | $ | 4 | $ | (12 | ) | |||||||
Corporate and other taxable bonds |
(76 | ) | (24 | ) | (96 | ) | (45 | ) | ||||||||
Tax-exempt bonds |
(14 | ) | 27 | 11 | 34 | |||||||||||
Asset-backed bonds |
(5 | ) | 4 | (14 | ) | 11 | ||||||||||
Redeemable preferred stock |
(1 | ) | | (1 | ) | 10 | ||||||||||
Total fixed maturity securities |
(96 | ) | 21 | (96 | ) | (2 | ) | |||||||||
Equity securities |
3 | 25 | 6 | 39 | ||||||||||||
Derivative securities |
(2 | ) | (23 | ) | 5 | (19 | ) | |||||||||
Short term investments |
(2 | ) | | (4 | ) | | ||||||||||
Other, including disposition of businesses, net of
participating policyholders interest |
(2 | ) | 4 | (2 | ) | (13 | ) | |||||||||
Realized investment gains (losses) before allocation to
participating policyholders and minority interests |
(99 | ) | 27 | (91 | ) | 5 | ||||||||||
Allocated to participating policyholders and minority interest |
1 | (1 | ) | 2 | 2 | |||||||||||
Income tax (expense) benefit |
34 | (10 | ) | 26 | (5 | ) | ||||||||||
Net realized investment gains (losses), net of participating
policyholders and minority interests |
$ | (64 | ) | $ | 16 | $ | (63 | ) | $ | 2 | ||||||
Net realized investment losses were $64 million for the three months ended June 30, 2006 as compared to net realized investment gains of $16 million for the three months ended June 30, 2005. The decrease in net realized results was primarily driven by sales of fixed maturity securities at a loss, largely due to increases in interest rates, and an increase in impairment losses. For the three months ended June 30, 2006, other-than-temporary impairment (OTTI) losses of $20 million were recorded primarily in the corporate and other taxable bonds sector. This is compared to OTTI losses for the three months ended June 30, 2005 of $14 million recorded across various sectors, including an OTTI loss of $13 million related to loans to a national contractor. For additional information on loans to the national contractor, see Note P of the Condensed Consolidated Financial Statements included under Item 1.
Net realized investment losses were $63 million for the six months ended June 30, 2006 as compared
to net realized investment gains of $2 million for the six months ended June 30, 2005. The
decrease in net realized results was primarily driven by sales of fixed maturity securities at a
loss, largely due to increases in interest rates. For the six months ended June 30, 2006,
other-than-temporary impairment (OTTI) losses of $27 million were recorded primarily in the
corporate and other taxable bonds sector. This is compared to OTTI losses for the six months ended
June 30, 2005 of $35 million recorded across various sectors, including an OTTI loss of $22 million
related to loans to a national contractor.
A primary objective in the management of the fixed maturity and equity portfolios is to maximize
total return relative to underlying liabilities and respective liquidity needs. Our views on the
current interest rate environment, tax regulations, asset class valuations, specific security
issuer and broader industry segment conditions, and the domestic and global economic conditions,
are some of the factors that may enter into a decision to move between asset classes. Based on our
consideration of these factors, in the course of normal investment activity we may, in pursuit of
the total return objective, be willing to sell securities that, in our analysis, are overvalued on
a risk adjusted basis relative to other opportunities that are available at the time in the market;
in turn we may purchase other securities that, according to our analysis, are undervalued in
relation to other securities in the market. In making these value decisions, securities may be
bought and sold that shift the investment portfolio between asset
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
classes. We also continually monitor exposure to issuers of securities held and broader industry
sector exposures and may from time to time reduce such exposures based on our views of a specific
issuer or industry sector. These activities will produce realized gains or losses.
The investment portfolio is periodically analyzed for changes in duration and related price change
risk. Additionally, we periodically review the sensitivity of the portfolio to the level of
foreign exchange rates and other factors that contribute to market price changes. A summary of
these risks and specific analysis on changes is included in Item 3 Quantitative and Qualitative
Disclosures about Market Risk included herein. Under certain economic conditions, including but
not limited to a changing interest rate environment, we may hedge the value of the investment
portfolio by utilizing derivative strategies.
We invest in certain derivative financial instruments primarily to reduce our exposure to market
risk (principally interest rate, equity price and foreign currency risk) and credit risk (risk of
nonperformance of underlying obligor). Derivative securities are recorded at fair value at the
reporting date. We also use derivatives to mitigate market risk by purchasing S&P
500â index futures in a notional amount equal to the contract liability relating
to Life and Group Non-Core indexed group annuity contracts. We provided collateral to satisfy
margin deposits on exchange-traded derivatives totaling $35 million as of June 30, 2006. For
over-the-counter derivative transactions we utilize International Swaps and Derivatives Association
(ISDA) Master Agreements that specify certain limits over which collateral is exchanged. As of
June 30, 2006, we provided $3 million of cash as collateral for over-the-counter derivative
instruments.
A further consideration in the management of the investment portfolio is the characteristics of the
underlying liabilities and the ability to align the duration of the portfolio to those liabilities
to meet future liquidity needs, minimize interest rate risk and maintain a level of income
sufficient to support the underlying insurance liabilities. For portfolios where future liability
cash flows are determinable and long term in nature, we segregate assets for asset liability
management purposes.
We classify our fixed maturity securities (bonds and redeemable preferred stocks) and our equity
securities as either available-for-sale or trading, and as such, they are carried at fair value.
The amortized cost of fixed maturity securities is adjusted for amortization of premiums and
accretion of discounts to maturity, which is included in net investment income. Changes in fair
value related to available-for-sale securities are reported as a component of other comprehensive
income. Changes in fair value of trading securities are reported within net investment income.
The following table provides further detail of gross realized gains and gross realized losses on
available-for-sale fixed maturity securities and equity securities.
Realized Gains and Losses | ||||||||||||||||
Three Months | Six Months | |||||||||||||||
Period ended June 30 | 2006 | 2005 | 2006 | 2005 | ||||||||||||
(In millions) | ||||||||||||||||
Net realized gains (losses) on fixed maturity securities
and equity securities: |
||||||||||||||||
Fixed maturity securities: |
||||||||||||||||
Gross realized gains |
$ | 25 | $ | 89 | $ | 102 | $ | 265 | ||||||||
Gross realized losses |
(121 | ) | (68 | ) | (198 | ) | (267 | ) | ||||||||
Net realized gains (losses) on fixed maturity securities |
(96 | ) | 21 | (96 | ) | (2 | ) | |||||||||
Equity securities: |
||||||||||||||||
Gross realized gains |
4 | 34 | 8 | 54 | ||||||||||||
Gross realized losses |
(1 | ) | (9 | ) | (2 | ) | (15 | ) | ||||||||
Net realized gains on equity securities |
3 | 25 | 6 | 39 | ||||||||||||
Net realized gains (losses) on fixed maturity and equity
securities |
$ | (93 | ) | $ | 46 | $ | (90 | ) | $ | 37 | ||||||
The following table provides details of the largest realized losses from sales of securities aggregated by issuer including: the fair value of the securities at date of sale, the amount of the loss recorded and the period of time that the security had been in an unrealized loss position prior to sale. The period of time that the security had been in an
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
unrealized loss position prior to sale can vary due to the timing of individual security purchases.
Also included is a narrative providing the industry sector along with the facts and circumstances
giving rise to the loss.
Largest Realized Losses from Securities Sold at a Loss | ||||||||||||
Six Months Ended June 30, 2006 | Fair | Months in | ||||||||||
Value at | Unrealized | |||||||||||
Date of | Loss | Loss Prior | ||||||||||
Issuer Description and Discussion | Sale | On Sale | To Sale (a) | |||||||||
(In millions) | ||||||||||||
Various notes and bonds issued by the United States Treasury. Securities sold
due to inflationary outlook and asset class reallocation. |
$ | 2,289 | $ | 8 | 0-6 | |||||||
State of New York revenue bonds. Position was sold to reduce municipal holdings. |
289 | 6 | 0-12 | |||||||||
Company provides property and casualty, managed care, life and various other
insurance products in the United States. Position was sold to reduce exposure
in the insurance sector. |
56 | 5 | 0-6 | |||||||||
Total |
$ | 2,634 | $ | 19 | ||||||||
(a) Represents the range of consecutive months the various positions were in an unrealized loss
prior to sale. 0-12+ means certain positions were less than 12 months, while others were greater
than 12 months.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Valuation and Impairment of Investments
The following table details the carrying value of our general account investment portfolios.
Carrying Value of Investments | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2006 | % | 2005 | % | |||||||||||||
(In millions) | ||||||||||||||||
General account investments: |
||||||||||||||||
Fixed maturity securities available-for-sale: |
||||||||||||||||
U.S. Treasury securities and obligations of government
agencies |
$ | 1,708 | 4 | % | $ | 1,469 | 4 | % | ||||||||
Asset-backed securities |
14,778 | 37 | 12,859 | 32 | ||||||||||||
States, municipalities and political subdivisions tax-exempt |
5,291 | 13 | 9,209 | 23 | ||||||||||||
Corporate securities |
6,533 | 16 | 6,165 | 15 | ||||||||||||
Other debt securities |
3,276 | 8 | 3,044 | 8 | ||||||||||||
Redeemable preferred stock |
306 | 1 | 216 | 1 | ||||||||||||
Options embedded in convertible debt securities |
1 | | 1 | | ||||||||||||
Total fixed maturity securities available-for-sale |
31,893 | 79 | 32,963 | 83 | ||||||||||||
Fixed maturity securities trading: |
||||||||||||||||
U.S. Treasury securities and obligations of government
agencies |
3 | | 4 | | ||||||||||||
Asset-backed securities |
51 | | 87 | | ||||||||||||
Corporate securities |
126 | 1 | 154 | 1 | ||||||||||||
Other debt securities |
16 | | 26 | | ||||||||||||
Redeemable preferred stock |
| | | | ||||||||||||
Total fixed maturity securities trading |
196 | 1 | 271 | 1 | ||||||||||||
Equity securities available-for-sale: |
||||||||||||||||
Common stock |
358 | 1 | 289 | 1 | ||||||||||||
Preferred stock |
505 | 1 | 343 | 1 | ||||||||||||
Total equity securities available-for-sale |
863 | 2 | 632 | 2 | ||||||||||||
Total equity securities trading |
61 | | 49 | | ||||||||||||
Short term investments available-for-sale |
5,429 | 13 | 3,870 | 9 | ||||||||||||
Short term investments trading |
192 | 1 | 368 | 1 | ||||||||||||
Limited partnerships |
1,671 | 4 | 1,509 | 4 | ||||||||||||
Other investments |
27 | | 33 | | ||||||||||||
Total general account investments |
$ | 40,332 | 100 | % | $ | 39,695 | 100 | % | ||||||||
Our general account investment portfolio consists primarily of asset-backed securities, short term investments, municipal bonds and corporate bonds.
A significant judgment in the valuation of investments is the determination of when an OTTI has
occurred. We analyze securities on at least a quarterly basis. Part of this analysis is to
monitor the length of time and severity of the decline below book value for those securities in an
unrealized loss position. Information on our OTTI process and OTTI losses recorded for the three
and six months ended June 30, 2006 and 2005 is set forth in Note D of the Condensed Consolidated
Financial Statements included under Item 1.
Investments in the general account had a total net unrealized loss of $25 million at June 30, 2006
compared with a net unrealized gain of $787 million at December 31, 2005. The unrealized position
at June 30, 2006 was comprised of a net unrealized loss of $202 million for fixed maturities, a net
unrealized gain of $178 million for equity securities and a $1 million unrealized loss for short
term securities. The unrealized position at December 31, 2005 was comprised of a net unrealized
gain of $618 million for fixed maturities, a net unrealized gain of $170 million for equity
securities, and a net unrealized loss of $1 million for short term securities. See Note D of the Condensed
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Consolidated Financial Statements included under Item 1 for further detail on the unrealized
position of our general account investment portfolio.
Our investment policies for both the general account and separate account emphasize high credit
quality and diversification by industry, issuer and issue. Assets supporting interest rate
sensitive liabilities are segmented within the general account to facilitate asset/liability
duration management.
The following table provides the composition of fixed maturity securities with an unrealized loss
at June 30, 2006 in relation to the total of all fixed maturity securities with an unrealized loss
by contractual maturities.
Contractual Maturity | ||||||||
Percent of | Percent of | |||||||
Market | Unrealized | |||||||
Value | Loss | |||||||
Due in one year or less |
2 | % | 1 | % | ||||
Due after one year through five years |
8 | 5 | ||||||
Due after five years through ten years |
9 | 9 | ||||||
Due after ten years |
23 | 25 | ||||||
Asset-backed securities |
58 | 60 | ||||||
Total |
100 | % | 100 | % | ||||
Our non-investment grade fixed maturity securities available-for-sale as of June 30, 2006 that were in a gross unrealized loss position had a fair value of $1,305 million. The following tables summarize the fair value and gross unrealized loss of non-investment grade securities categorized by the length of time those securities have been in a continuous unrealized loss position and further categorized by the severity of the unrealized loss position in 10% increments as of June 30, 2006 and December 31, 2005.
Unrealized Loss Aging for Non-investment Grade Securities | ||||||||||||||||||||||||
Fair Value as a Percentage of Book Value | Gross | |||||||||||||||||||||||
Estimated | Unrealized | |||||||||||||||||||||||
June 30, 2006 | Fair Value | 90-99% | 80-89% | 70-79% | <70% | Loss | ||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||
Non-investment grade: |
||||||||||||||||||||||||
0-6 months |
$ | 1,023 | $ | 24 | $ | | $ | | $ | | $ | 24 | ||||||||||||
7-12 months |
217 | 12 | 2 | | | 14 | ||||||||||||||||||
13-24 months |
54 | 4 | 1 | | | 5 | ||||||||||||||||||
Greater than 24 months |
11 | | 1 | | | 1 | ||||||||||||||||||
Total non-investment grade |
$ | 1,305 | $ | 40 | $ | 4 | $ | | $ | | $ | 44 | ||||||||||||
Unrealized Loss Aging for Non-investment Grade Securities | ||||||||||||||||||||||||
Fair Value as a Percentage of Book Value | Gross | |||||||||||||||||||||||
Estimated | Unrealized | |||||||||||||||||||||||
December 31, 2005 | Fair Value | 90-99% | 80-89% | 70-79% | <70% | Loss | ||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Fixed maturity securities: |
||||||||||||||||||||||||
Non-investment grade: |
||||||||||||||||||||||||
0-6 months |
$ | 632 | $ | 20 | $ | 8 | $ | 1 | $ | | $ | 29 | ||||||||||||
7-12 months |
118 | 4 | 6 | | | 10 | ||||||||||||||||||
13-24 months |
122 | 3 | | | | 3 | ||||||||||||||||||
Greater than 24 months |
2 | | | | | | ||||||||||||||||||
Total non-investment grade |
$ | 874 | $ | 27 | $ | 14 | $ | 1 | $ | | $ | 42 | ||||||||||||
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
As part of the ongoing OTTI monitoring process, we evaluated the facts and circumstances based on available information for each of the non-investment grade securities and determined that the securities presented in the above tables were temporarily impaired when evaluated at June 30, 2006 or December 31, 2005, and therefore no related realized losses were recorded. This determination was based on a number of factors that we regularly consider including, but not limited to: the issuers ability to meet current and future interest and principal payments, an evaluation of the issuers financial condition and near term prospects, our assessment of the sector outlook and estimates of the fair value of any underlying collateral. In all cases where a decline in value is judged to be temporary, we have the intent and ability to hold these securities for a period of time sufficient to recover the book value of our investment through a recovery in the fair value of such securities or by holding the securities to maturity. In many cases, the securities held are matched to liabilities as part of ongoing asset/liability duration management. As such, we continually assess our ability to hold securities for a time sufficient to recover any temporary loss in value or until maturity. We believe we have sufficient levels of liquidity so as to not impact the asset/liability management process.
Our equity securities classified as available-for-sale as of June 30, 2006 that were in an
unrealized loss position had a fair value of $297 million. Under the same process as followed for
fixed maturity securities, we monitor the equity securities for other-than-temporary declines in
value. In all cases where a decline in value is judged to be temporary, we expect to recover the
book value of our investment through a recovery in the fair value of the security.
Invested assets are exposed to various risks, such as interest rate, market and credit risk. Due
to the level of risk associated with certain invested assets and the level of uncertainty related
to changes in the value of these assets, it is possible that changes in these risks in the near
term, including increases in interest rates, could have an adverse material impact on our results
of operations or equity.
The general account portfolio consists primarily of high quality bonds, 91% and 92% of which were
rated as investment grade (rated BBB or higher) at June 30, 2006 and December 31, 2005. The
following table summarizes the ratings of our general account bond portfolio at carrying value.
General Account Bond Ratings | ||||||||||||||||
June 30, | December 31, | |||||||||||||||
2006 | % | 2005 | % | |||||||||||||
(In millions) | ||||||||||||||||
U.S. Government and affiliated agency securities |
$ | 1,870 | 6 | % | $ | 1,628 | 5 | % | ||||||||
Other AAA rated |
17,340 | 55 | 18,233 | 55 | ||||||||||||
AA and A rated |
5,166 | 16 | 6,046 | 18 | ||||||||||||
BBB rated |
4,544 | 14 | 4,499 | 14 | ||||||||||||
Below investment-grade |
2,863 | 9 | 2,612 | 8 | ||||||||||||
Total |
$ | 31,783 | 100 | % | $ | 33,018 | 100 | % | ||||||||
At June 30, 2006 and December 31, 2005, approximately 95% of the general account portfolio was issued by U.S. Government and affiliated agencies or was rated by Standard & Poors (S&P) or Moodys Investors Service (Moodys). The remaining bonds were rated by other rating agencies or us.
Non-investment grade bonds, as presented in the table above, are high-yield securities rated below
BBB by bond rating agencies, as well as other unrated securities that, in our opinion, are below
investment-grade. High-yield securities generally involve a greater degree of risk than
investment-grade securities. However, expected returns should compensate for the added risk. This
risk is also considered in the interest rate assumptions for the underlying insurance products.
The carrying value of non-traded securities at June 30, 2006 was $126 million which represents 0.3%
of our total investment portfolio. These securities were in a net unrealized gain position of $101
million at June 30, 2006. Of the non-traded securities, 81% are priced by unrelated third party
sources.
Included in our general account fixed maturity securities at June 30, 2006 were $14,829 million of
asset-backed securities, at fair value, consisting of approximately 64% in collateralized mortgage
obligations (CMOs), 18% in corporate asset-backed obligations, 16% in corporate mortgage-backed
pass-through certificates, and 2% in U.S.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Government agency issued pass-through certificates. The majority of CMOs held are actively traded
in liquid markets and are primarily priced by a third party pricing service.
The carrying value of the components of the general account short term investment portfolio is
presented in the following table.
Short term Investments | ||||||||
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
(In millions) | ||||||||
Short term investments available-for-sale: |
||||||||
Commercial paper |
$ | 1,295 | $ | 1,906 | ||||
U.S. Treasury securities |
1,740 | 251 | ||||||
Money market funds |
439 | 294 | ||||||
Other, including collateral held related to securities lending |
1,955 | 1,419 | ||||||
Total short term investments available-for-sale |
5,429 | 3,870 | ||||||
Short term investments trading: |
||||||||
Commercial paper |
63 | 94 | ||||||
U.S. Treasury securities |
2 | 64 | ||||||
Money market funds |
127 | 200 | ||||||
Other |
| 10 | ||||||
Total short term investments trading |
192 | 368 | ||||||
Total short term investments |
$ | 5,621 | $ | 4,238 | ||||
The fair value of collateral held related to securities lending, included in other short term investments, was $1,341 million and $767 million at June 30, 2006 and December 31, 2005.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow
Our principal operating cash flow sources are premiums and investment income from our insurance
subsidiaries. Our primary operating cash flow uses are payments for claims, policy benefits and
operating expenses.
For the six months ended June 30, 2006, net cash provided by operating activities was $923 million
as compared with $953 million provided for the same period in 2005. Cash provided by operating
activities was favorably impacted by increased net sales of trading securities to fund policyholder
withdrawals of investment contract products issued by us and increased investment income receipts.
The policyholder fund withdrawals are reflected as financing cash flows. Cash provided by
operating activities was unfavorably impacted by increased loss payments, primarily related to 2005
catastrophe losses paid in 2006.
Cash flows from investing activities include the purchase and sale of financial instruments, as
well as the purchase and sale of land, buildings, equipment and other assets not generally held for
resale.
For the six months ended June 30, 2006, net cash used by investing activities was $503 million as
compared with $401 million used for the same period in 2005. Cash flows used for investing
activities related principally to purchases of fixed maturity securities.
Cash flows from financing activities include proceeds from the issuance of debt or equity
securities, outflows for dividends or repayment of debt, outlays to reacquire equity instruments,
and deposits and withdrawals related to investment contract products issued by us.
For the six months ended June 30, 2006, net cash used by financing activities was $413 million as
compared with $566 million used for the same period in 2005. Cash flows used by financing
activities in the first half of 2006 were related principally to the return of investment contract
balances. Cash flows used by financing activities in the first half of 2005 were related
principally to the repayment of debt.
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
We believe that our present cash flows from operations, investing activities and financing
activities are sufficient to fund our working capital needs.
We have an effective shelf registration statement under which we may issue an aggregate of $1,500
million of debt or equity securities.
Commitments, Contingencies and Guarantees
We have various commitments, contingencies and guarantees which we become involved with during the
ordinary course of business. The impact of these commitments, contingencies and guarantees should
be considered when evaluating our liquidity and capital resources.
A summary of our commitments as of June 30, 2006 is presented in the following table. In 2006, we
expect to make principal and interest payments of approximately $307 million on our debt.
Contractual Commitments | ||||||||||||||||||||
June 30, 2006 | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
(In millions) | ||||||||||||||||||||
Debt (a) |
$ | 2,589 | $ | 307 | $ | 555 | $ | 141 | $ | 1,586 | ||||||||||
Lease obligations |
243 | 30 | 86 | 58 | 69 | |||||||||||||||
Claim and claim expense reserves (b) |
32,044 | 3,996 | 10,931 | 5,642 | 11,475 | |||||||||||||||
Future policy benefits reserves (c) |
10,092 | 109 | 354 | 343 | 9,286 | |||||||||||||||
Policyholder funds reserves (c) |
1,108 | 329 | 455 | 176 | 148 | |||||||||||||||
Guaranteed payment contracts (d) |
24 | 11 | 13 | | | |||||||||||||||
Total |
$ | 46,100 | $ | 4,782 | $ | 12,394 | $ | 6,360 | $ | 22,564 | ||||||||||
(a) | Includes estimated future interest payments, but does not include original issue discount. | ||
(b) | Claim and claim adjustment expense reserves are not discounted and represent our estimate of the amount and timing of the ultimate settlement and administration of claims based on our assessment of facts and circumstances known as of June 30, 2006. See the Critical Accounting Estimates section of this MD&A for further information. Claim and claim adjustment expense reserves of $18 million related to business which has been 100% ceded to unaffiliated parties in connection with the individual life sale are not included. | ||
(c) | Future policy benefits and policyholder funds reserves are not discounted and represent our estimate of the ultimate amount and timing of the settlement of benefits based on our assessment of facts and circumstances known as of June 30, 2006. Future policy benefit reserves of $933 million and policyholder fund reserves of $49 million related to business which has been 100% ceded to unaffiliated parties in connection with the individual life sale are not included. | ||
(d) | Primarily relating to telecommunications and software services. |
Further information on our commitments, contingencies and guarantees is provided in Notes D, G, H, K and P of the Condensed Consolidated Financial Statements included under Item 1.
Regulatory Matters
We have established a plan to reorganize and streamline our U.S. property and casualty insurance
legal entity structure. One phase of this multi-year plan has been completed. This phase served
to consolidate our U.S. property and casualty insurance risks into CCC, as well as realign the
capital supporting these risks. As part of this phase, we implemented a 100% quota share
reinsurance agreement, effective January 1, 2003, ceding all of the net insurance risks of CIC and
its 14 affiliated insurance companies (CIC Group) to CCC. Additionally, the ownership of the CIC
Group was transferred to CCC in order to align the insurance risks with the supporting capital. In
subsequent phases of this plan, we will continue our efforts to reduce both the number of U.S.
property and casualty insurance entities we maintain and the number of states in which these
entities are domiciled. In order to facilitate the execution of this plan, we have agreed to
participate in a working group consisting of several states of the National Association of
Insurance Commissioners. Pursuant to our participation in this working group, we have agreed to
certain time frames and informational provisions in relation to the reorganization plan.
Along with other companies in the industry, we have received subpoenas, interrogatories and
inquiries from: (i) California, Connecticut, Delaware, Florida, Hawaii, Illinois, Minnesota, New
Jersey, New York, North Carolina,
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Ohio, Pennsylvania, South Carolina, West Virginia and the Canadian Council of Insurance Regulators
concerning investigations into practices including contingent compensation arrangements, fictitious
quotes, and tying arrangements; (ii) the Securities and Exchange Commission (SEC), the New York
State Attorney General, the United States Attorney for the Southern District of New York, the
Connecticut Attorney General, the Connecticut Department of Insurance, the Delaware Department of
Insurance, the Georgia Office of Insurance and Safety Fire Commissioner and the California
Department of Insurance concerning reinsurance products and finite insurance products purchased and
sold by us; (iii) the Massachusetts Attorney General and the Connecticut Attorney General
concerning investigations into anti-competitive practices; and (iv) the New York State Attorney
General concerning declinations of attorney malpractice insurance. We continue to respond to these
subpoenas, interrogatories and inquiries to the extent they are still open.
Subsequent to receipt of the SEC subpoena, we have been producing documents and providing
additional information at the SECs request. In addition, the SEC and representatives of the
United States Attorneys Office for the Southern District of New York have been conducting
interviews with several of our current and former executives relating to the restatement of our
financial results for 2004, including our relationship with and accounting for transactions with an
affiliate that were the basis for the restatement. The SEC has also requested information relating
to our 2006 restatements. It is possible that our analyses of, or accounting treatment for, finite
reinsurance contracts or discontinued operations could be questioned or disputed by regulatory
authorities. As a result, further restatements of our financial results are possible.
Dividends from Subsidiaries
Our ability to pay dividends and other credit obligations is significantly dependent on receipt of
dividends from our subsidiaries. The payment of dividends to us by our insurance subsidiaries
without prior approval of the insurance department of each subsidiarys domiciliary jurisdiction is
limited by formula. Dividends in excess of these amounts are subject to prior approval by the
respective state insurance departments.
Dividends from CCC are subject to the insurance holding company laws of the State of Illinois, the
domiciliary state of CCC. Under these laws, ordinary dividends, or dividends that do not require
prior approval of the Illinois Department of Financial and Professional Regulation Division of
Insurance (the Department), may be paid only from earned surplus, which is calculated by removing
unrealized gains from unassigned surplus. As of June 30, 2006, CCC is in a positive earned surplus
position, enabling CCC to pay approximately $264 million of dividend payments for the remainder of
2006 that would not be subject to the Departments prior approval. In February of 2006, the
Department approved extraordinary dividends in the amount of $344 million to be used to fund our
2006 debt service and principal repayment requirements.
Loews
In December 2002, we sold $750 million of a new issue of preferred stock, the Series H Issue, to
Loews. The Series H Issue accrues cumulative dividends at an initial rate of 8% per year,
compounded annually. As of June 30, 2006, there were $235 million of undeclared but accumulated
dividends. The Series H Issue dividend amounts are subtracted from Income from Continuing
Operations to determine income from continuing operations available to common stockholders in the
calculation of earnings per share.
The Series H Issue is senior to our common stock as to the payment of dividends and amounts payable
upon any liquidation, dissolution or winding up. No dividends may be declared on our common stock
until all cumulative dividends on the Series H Issue have been paid. We may not issue any equity
securities ranking senior to or on par with the Series H Issue without the consent of the holders
of a majority of the Series H Issue. The Series H Issue is non-voting and is not convertible into
any other securities.
The terms of the Series H Issue provide that the Series H Issue may be retired for cash upon the
mutual agreement of us and Loews at a price of $750 million, plus all undeclared but accumulated
dividends through the date of retirement. As of June 30, 2006, such retirement price was
approximately $985 million.
We have plans to retire the Series H Issue for an amount equal to the retirement price. The
retirement of the Series H Issue would be financed through the issuance by us of additional debt
and common stock in approximately equal proportions. Loews has indicated a willingness to purchase
a substantial portion of the common stock component, with the remaining shares of common stock
being sold in a public offering.
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
Our Board of Directors has authorized management to proceed with the foregoing plan. However, no
binding commitments have been made by us or Loews for the retirement of the Series H Issue or the
financing plan, and any determination to proceed would be subject to market and other
considerations. Accordingly, there can be no assurance that we will consummate the retirement or
as to the amount, timing or feasibility of any financing plan we may pursue to implement such a
transaction. Unless and until the Series H Issue is retired, it will continue to accrue cumulative
dividends as described above.
Ratings
Ratings are an important factor in establishing the competitive position of insurance companies.
Our insurance company subsidiaries are rated by major rating agencies, and these ratings reflect
the rating agencys opinion of the insurance companys financial strength, operating performance,
strategic position and ability to meet our obligations to policyholders. Agency ratings are not a
recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by
the issuing organization. Each agencys rating should be evaluated independently of any other
agencys rating. One or more of these agencies could take action in the future to change the
ratings of our insurance subsidiaries.
On Review, Credit Watch and Rating Watch are modifiers used by the rating agencies to alert
those parties relying on our ratings of the possibility of a rating change within 90 days.
Modifiers are utilized when the agencies are uncertain as to the impact of a company action or
initiative, which could prove to be material to the current rating level. Outlooks accompanied
with ratings are additional modifiers used by the rating agencies of the possibility of a rating
change in the longer term.
The table below reflects the various group ratings issued by A.M. Best, Fitch, Moodys and S&P as
of July 26, 2006 for the Property and Casualty and Life companies. The table also includes the
ratings for our senior debt and Continental senior debt.
Insurance Financial Strength | ||||||||
Ratings | Debt Ratings (a) | |||||||
Property & | ||||||||
Casualty (a) | Life (b) | CNAF | Continental | |||||
CCC | CAC | Senior | Senior | |||||
Group | Debt | Debt | ||||||
A.M. Best |
A | A- | bbb | Not rated | ||||
Fitch |
A- | A- | BBB- | BBB- | ||||
Moodys |
A3 | Baa1 | Baa3 | Baa3 | ||||
S&P |
A- | BBB+ | BBB- | BBB- |
(a) A.M. Best, Fitch and Moodys outlooks for the Property & Casualty companies financial
strength and holding company debt ratings are stable. Standard & Poors outlook is negative.
(b) A.M. Best, Fitch and Moodys have a stable outlook while S&P has a negative outlook on
the CAC rating.
On May 25, 2006, A.M. Best concluded their annual review and affirmed CNAs current debt and financial strength ratings. The rating outlook was revised to stable from negative.
If our property and casualty insurance financial strength ratings were downgraded below current
levels, our business and results of operations could be materially adversely affected. The
severity of the impact on our business is dependent on the level of downgrade and, for certain
products, which rating agency takes the rating action. Among the adverse effects in the event of
such downgrades would be the inability to obtain a material volume of business from certain major
insurance brokers, the inability to sell a material volume of our insurance products to certain
markets, and the required collateralization of certain future payment obligations or reserves.
In addition, we believe that a lowering of the debt ratings of Loews by certain of these agencies
could result in an adverse impact on our ratings, independent of any change in our circumstances.
One of the major rating agencies which rates Loews currently maintains a negative outlook, but none
currently has Loews on negative Credit Watch.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
We have entered into several settlement agreements and assumed reinsurance contracts that require
collateralization of future payment obligations and assumed reserves if our ratings or other
specific criteria fall below certain thresholds. The ratings triggers are generally more than one
level below our current ratings.
Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN
48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present,
and disclose in its financial statements uncertain tax positions that the company has taken or
expects to take on a tax return. FIN 48 states that a tax benefit from an uncertain position may
be recognized only if it is more likely than not that the position is sustainable, based on its
technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit
that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing
authority having full knowledge of all relevant information. FIN 48 is effective for fiscal years
beginning after December 15, 2006. We are currently evaluating the impact that adopting FIN 48
will have on our operations and financial condition.
In March 2006, the FASB issued FASB Staff Position 85-4-1, Accounting for Life Settlement
Contracts by Third-Party Investors (FSP 85-4-1). A life settlement contract for purposes of
FSP 85-4-1 is a contract between the owner of a life insurance policy (the policy owner) and a
third-party investor (investor). The previous accounting guidance, FASB Technical Bulletin No.
85-4, Accounting for Purchases of Life Insurance (FTB 85-4), required the purchaser of life
insurance contracts to account for the life insurance contract at its cash surrender value.
Because life insurance contracts are purchased in the secondary market at amounts in excess of the
policies cash surrender values, the application of guidance in FTB 85-4 created a loss upon
acquisition of the policy. FSP 85-4-1 provides initial and subsequent measurement guidance and
financial statement presentation and disclosure guidance for investments by third-party investors
in life settlement contracts. FSP 85-4-1 allows an investor to elect to account for its
investments in life settlement contracts using either the investment method or the fair value
method. The election shall be made on an instrument-by-instrument basis and is irrevocable. FSP
85-4-1 is effective for fiscal years beginning after June 15, 2006. We are currently evaluating
the impact that adopting FSP 85-4-1 will have on our operations and financial condition.
In January 2006, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 155,
Accounting for Certain Hybrid Financial Instruments (SFAS 155). SFAS 155 amends SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), and No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities (FAS 140). SFAS 155 also resolves issues addressed in SFAS 133 Implementation
Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets. SFAS 155 will improve financial reporting by eliminating the exemption from applying
SFAS 133 to interests in securitized financial assets so that similar instruments are accounted for
in the same manner regardless of the form of the instruments. SFAS 155 will also improve financial
reporting by allowing a preparer to elect fair value measurement at acquisition, at issuance, or
when a previously recognized financial instrument is subject to a remeasurement (new basis) event,
on an instrument-by-instrument basis. SFAS 155 is effective for all financial instruments acquired
or issued after the beginning of an entitys first fiscal year that begins after September 15,
2006. The fair value election provided for in paragraph 4(c) of SFAS 155 may also be applied upon
adoption of SFAS 155 for hybrid financial instruments that had been bifurcated under paragraph 12
of SFAS 133 prior to the adoption of this Statement. Provisions of SFAS 155 may be applied to
instruments that an entity holds at the date of adoption on an instrument-by-instrument basis.
Adoption of SFAS 155 is not expected to have a material impact on our results of operations or
equity.
In September 2005, the Accounting Standards Executive Committee of the American Institute of
Certified Public Accountants issued Statement of Position, Accounting by Insurance Enterprises
for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance
Contracts (SOP 05-01). SOP 05-01 provides guidance on accounting by insurance enterprises for
deferred acquisition costs on internal replacements of insurance and investment contracts other
than those specifically described in SFAS No. 97, Accounting and Reporting by Insurance
Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of
Investments. SOP 05-01 defines an internal replacement as a modification in product benefits,
features, rights, or coverages that occurs by the exchange of a contract for a new contract, or by
amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within
a contract. SOP 05-01 is effective for internal
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OPERATIONS, Continued
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
replacements occurring in fiscal years beginning after December 15, 2006. We are currently
evaluating the impact that adopting SOP 05-01 will have on our operations and financial condition.
FORWARD-LOOKING STATEMENTS
This report contains a number of forward-looking statements which relate to anticipated future
events rather than actual present conditions or historical events. You can identify
forward-looking statements because generally they include words such as believes, expects,
intends, anticipates, estimates, and similar expressions. Forward-looking statements in this
report include any and all statements regarding expected developments in our insurance business,
including losses and loss reserves for asbestos, environmental pollution and mass tort claims which
are more uncertain, and therefore more difficult to estimate than loss reserves respecting
traditional property and casualty exposures; the impact of routine ongoing insurance reserve
reviews we are conducting; our expectations concerning our revenues, earnings, expenses and
investment activities; expected cost savings and other results from our expense reduction and
restructuring activities; and our proposed actions in response to trends in our business.
Forward-looking statements, by their nature, are subject to a variety of inherent risks and
uncertainties that could cause actual results to differ materially from the results projected in
the forward-looking statement. We cannot control many of these risks and uncertainties. Some
examples of these risks and uncertainties are:
| general economic and business conditions, including inflationary pressures on medical care costs, construction costs and other economic sectors that increase the severity of claims; | |
| changes in financial markets such as fluctuations in interest rates, long term periods of low interest rates, credit conditions and currency, commodity and stock prices; | |
| the effects of corporate bankruptcies, such as Enron and WorldCom, on capital markets, and on the markets for directors and officers and errors and omissions coverages; | |
| changes in foreign or domestic political, social and economic conditions; | |
| regulatory initiatives and compliance with governmental regulations, judicial decisions, including interpretation of policy provisions, decisions regarding coverage and theories of liability, trends in litigation and the outcome of any litigation involving us, and rulings and changes in tax laws and regulations; | |
| effects upon insurance markets and upon industry business practices and relationships of current litigation, investigations and regulatory activity by the New York State Attorney Generals office and other authorities concerning contingent commission arrangements with brokers and bid solicitation activities; | |
| legal and regulatory activities with respect to certain non-traditional and finite-risk insurance products, and possible resulting changes in accounting and financial reporting in relation to such products, including our restatement of financial results in May of 2005 and our relationship with an affiliate, Accord Re Ltd., as disclosed in connection with that restatement; | |
| regulatory limitations, impositions and restrictions upon us, including the effects of assessments and other surcharges for guaranty funds and second-injury funds and other mandatory pooling arrangements; | |
| the impact of competitive products, policies and pricing and the competitive environment in which we operate, including changes in our book of business; | |
| product and policy availability and demand and market responses, including the level of ability to obtain rate increases and decline or non-renew under priced accounts, to achieve premium targets and profitability and to realize growth and retention estimates; | |
| development of claims and the impact on loss reserves, including changes in claim settlement policies; | |
| the effectiveness of current initiatives by claims management to reduce loss and expense ratios through more efficacious claims handling techniques; | |
| the performance of reinsurance companies under reinsurance contracts with us; | |
| results of financing efforts, including the availability of bank credit facilities; | |
| changes in our composition of operating segments; | |
| weather and other natural physical events, including the severity and frequency of storms, hail, snowfall and other winter conditions, as well as of natural disasters such as hurricanes and earthquakes; | |
| man-made disasters, including the possible occurrence of terrorist attacks and the effect of the absence or insufficiency of applicable terrorism legislation on coverages; |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, Continued
| the unpredictability of the nature, targets, severity or frequency of potential terrorist events, as well as the uncertainty as to our ability to contain our terrorism exposure effectively, notwithstanding the extension until 2007 of the Terrorism Risk Insurance Act of 2002; | |
| the occurrence of epidemics; | |
| exposure to liabilities due to claims made by insureds and others relating to asbestos remediation and health-based asbestos impairments, as well as exposure to liabilities for environmental pollution, mass tort, construction defect claims and exposure to liabilities due to claims made by insureds and others relating to lead-based paint; | |
| whether a national privately financed trust to replace litigation of asbestos claims with payments to claimants from the trust will be established or approved through federal legislation, or, if established and approved, whether it will contain funding requirements in excess of our established loss reserves or carried loss reserves; | |
| the sufficiency of our loss reserves and the possibility of future increases in reserves; | |
| regulatory limitations and restrictions, including limitations upon our ability to receive dividends from our insurance subsidiaries imposed by state regulatory agencies and minimum risk-based capital standards established by the National Association of Insurance Commissioners; | |
| the risks and uncertainties associated with our loss reserves as outlined in the Critical Accounting Estimates section of this MD&A; | |
| the level of success in integrating acquired businesses and operations, and in consolidating, or selling existing ones; | |
| the possibility of further changes in our ratings by ratings agencies, including the inability to access certain markets or distribution channels and the required collateralization of future payment obligations as a result of such changes, and changes in rating agency policies and practices; and | |
| the actual closing of contemplated transactions and agreements. |
Our forward-looking statements speak only as of the date on which they are made and we do not
undertake any obligation to update or revise any forward-looking statement to reflect events or
circumstances after the date of the statement, even if our expectations or any related events or
circumstances change.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Market risk is a broad term related to changes in the fair value of a financial instrument.
Discussions herein regarding market risk focus on only one element of market risk, which is price
risk. Price risk relates to changes in the level of prices due to changes in interest rates,
equity prices, foreign exchange rates or other factors that relate to market volatility of the
rate, index or price underlying the financial instrument. Our primary market risk exposures are
due to changes in interest rates, although we have certain exposures to changes in equity prices
and foreign currency exchange rates. The fair value of the financial instruments is adversely
affected when interest rates rise, equity markets decline and the dollar strengthens against
foreign currency.
Active management of market risk is integral to our operations. We may use the following tools to
manage our exposure to market risk within defined tolerance ranges: (1) change the character of
future investments purchased or sold, (2) use derivatives to offset the market behavior of existing
assets and liabilities or assets expected to be purchased and liabilities to be incurred, or (3)
rebalance our existing asset and liability portfolios.
Sensitivity Analysis
We monitor our sensitivity to interest rate risk by evaluating the change in the value of financial
assets and liabilities due to fluctuations in interest rates. The evaluation is performed by
applying an instantaneous change in interest rates of varying magnitudes on a static balance sheet
to determine the effect such a change in rates would have on our fair value at risk and the
resulting effect on stockholders equity. The analysis presents the sensitivity of the fair value
of our financial instruments to selected changes in market rates and prices. The range of change
chosen reflects our view of changes that are reasonably possible over a one-year period. The
selection of the range of values chosen to represent changes in interest rates should not be
construed as our prediction of future market events, but rather an illustration of the impact of
such events.
The sensitivity analysis estimates the decline in the fair value of our interest sensitive assets
and liabilities that were held on June 30, 2006 and December 31, 2005 due to instantaneous parallel
increases in the period end yield curve of 100 and 150 basis points.
The sensitivity analysis also assumes an instantaneous 10% and 20% decline in the foreign currency
exchange rates versus the United States dollar from their levels at June 30, 2006 and December 31,
2005, with all other variables held constant.
Equity price risk was measured assuming an instantaneous 10% and 25% decline in the S&P 500 Index
(Index) from its level at June 30, 2006 and December 31, 2005, with all other variables held
constant. Our equity holdings were assumed to be highly and positively correlated with the Index.
At June 30, 2006, a 10% and 25% decrease in the Index would result in a $228 million and $572
million decrease compared to a $227 million and $567 million decrease at December 31, 2005, in the
market value of our equity investments.
Of these amounts, under the 10% and 25% scenarios, $4 million and $10 million at June 30, 2006 and
$4 million and $11 million at December 31, 2005 pertained to decreases in the fair value of the
separate account investments. These decreases would substantially be offset by decreases in
related separate account liabilities to customers. Similarly, increases in the fair value of the
separate account equity investments would also be offset by increases in the same related separate
account liabilities by the same approximate amounts.
The following tables present the estimated effects on the fair value of our financial instruments
at June 30, 2006 and December 31, 2005, due to an increase in interest rates of 100 basis points, a
10% decline in foreign currency exchange rates and a 10% decline in the Index.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, Continued
Market Risk Scenario 1 | ||||||||||||||||
Increase (Decrease) | ||||||||||||||||
Market | Interest | Currency | Equity | |||||||||||||
June 30, 2006 | Value | Rate Risk | Risk | Risk | ||||||||||||
(In millions) | ||||||||||||||||
General account: |
||||||||||||||||
Fixed maturity securities available-for-sale |
$ | 31,893 | $ | (1,853 | ) | $ | (95 | ) | $ | (30 | ) | |||||
Fixed maturity securities trading |
196 | (2 | ) | | (2 | ) | ||||||||||
Equity securities available-for-sale |
863 | | (8 | ) | (86 | ) | ||||||||||
Equity securities trading |
61 | | | (6 | ) | |||||||||||
Short term investments available-for-sale |
5,429 | (12 | ) | (56 | ) | | ||||||||||
Short term investments trading |
192 | | | | ||||||||||||
Limited partnerships |
1,671 | 1 | | (33 | ) | |||||||||||
Other invested assets |
25 | | | | ||||||||||||
Interest rate swaps |
| | | | ||||||||||||
Equity indexed futures for trading securities |
| 1 | | (67 | ) | |||||||||||
Other derivative securities |
2 | 2 | 4 | | ||||||||||||
Total general account |
40,332 | (1,863 | ) | (155 | ) | (224 | ) | |||||||||
Separate accounts: |
||||||||||||||||
Fixed maturity securities |
445 | (21 | ) | | | |||||||||||
Equity securities |
38 | | | (4 | ) | |||||||||||
Short term investments |
16 | | | | ||||||||||||
Total separate accounts |
499 | (21 | ) | | (4 | ) | ||||||||||
Total securities |
$ | 40,831 | $ | (1,884 | ) | $ | (155 | ) | $ | (228 | ) | |||||
Debt (carrying value) |
$ | 1,679 | $ | (86 | ) | $ | | $ | | |||||||
Market Risk Scenario 1 |
||||||||||||||||
Increase (Decrease) | ||||||||||||||||
Market | Interest | Currency | Equity | |||||||||||||
December 31, 2005 | Value | Rate Risk | Risk | Risk | ||||||||||||
(In millions) | ||||||||||||||||
General account: |
||||||||||||||||
Fixed maturity securities available-for-sale |
$ | 32,963 | $ | (1,897 | ) | $ | (89 | ) | $ | (22 | ) | |||||
Fixed maturity securities trading |
271 | (2 | ) | (1 | ) | (2 | ) | |||||||||
Equity securities available-for-sale |
632 | | (6 | ) | (63 | ) | ||||||||||
Equity securities trading |
49 | | | (5 | ) | |||||||||||
Short term investments available-for-sale |
3,870 | (4 | ) | (37 | ) | | ||||||||||
Short term investments trading |
368 | | | | ||||||||||||
Limited partnerships |
1,509 | 1 | | (29 | ) | |||||||||||
Other invested assets |
30 | | | | ||||||||||||
Interest rate swaps |
| 66 | | | ||||||||||||
Equity index futures for trading |
| 2 | | (102 | ) | |||||||||||
Other derivative securities |
3 | 3 | 10 | | ||||||||||||
Total general account |
39,695 | (1,831 | ) | (123 | ) | (223 | ) | |||||||||
Separate accounts: |
||||||||||||||||
Fixed maturity securities |
466 | (23 | ) | | | |||||||||||
Equity securities |
44 | | | (4 | ) | |||||||||||
Short term investments |
36 | | | | ||||||||||||
Total separate accounts |
546 | (23 | ) | | (4 | ) | ||||||||||
Total securities |
$ | 40,241 | $ | (1,854 | ) | $ | (123 | ) | $ | (227 | ) | |||||
Debt (carrying value) |
$ | 1,690 | $ | (92 | ) | $ | | $ | | |||||||
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CNA FINANCIAL CORPORATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, Continued
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, Continued
The following tables present the estimated effects on the fair value of our financial instruments at June 30, 2006 and December 31, 2005, due to an increase in interest rates of 150 basis points, a 20% decline in foreign currency exchange rates and a 25% decline in the Index.
Market Risk Scenario 2 | ||||||||||||||||
Increase (Decrease) | ||||||||||||||||
Market | Interest | Currency | Equity | |||||||||||||
June 30, 2006 | Value | Rate Risk | Risk | Risk | ||||||||||||
(In millions) | ||||||||||||||||
General account: |
||||||||||||||||
Fixed maturity securities available-for-sale |
$ | 31,893 | $ | (2,757 | ) | $ | (189 | ) | $ | (76 | ) | |||||
Fixed maturity securities trading |
196 | (3 | ) | (1 | ) | (6 | ) | |||||||||
Equity securities available-for-sale |
863 | | (16 | ) | (216 | ) | ||||||||||
Equity securities trading |
61 | | | (15 | ) | |||||||||||
Short term investments available-for-sale |
5,429 | (18 | ) | (112 | ) | | ||||||||||
Short term securities trading |
192 | | | | ||||||||||||
Limited partnerships |
1,671 | 1 | | (82 | ) | |||||||||||
Other invested assets |
25 | | | | ||||||||||||
Interest rate swaps |
| | | | ||||||||||||
Equity indexed futures for trading |
| 2 | | (167 | ) | |||||||||||
Other derivative securities |
2 | 3 | 10 | | ||||||||||||
Total general account |
40,332 | (2,772 | ) | (308 | ) | (562 | ) | |||||||||
Separate accounts: |
||||||||||||||||
Fixed maturity securities |
445 | (31 | ) | | | |||||||||||
Equity securities |
38 | | | (10 | ) | |||||||||||
Short term investments |
16 | | | | ||||||||||||
Total separate accounts |
499 | (31 | ) | | (10 | ) | ||||||||||
Total securities |
$ | 40,831 | $ | (2,803 | ) | $ | (308 | ) | $ | (572 | ) | |||||
Debt (carrying value) |
$ | 1,679 | $ | (126 | ) | $ | | $ | | |||||||
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CNA FINANCIAL CORPORATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, Continued
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, Continued
Market Risk Scenario 2 | ||||||||||||||||
Increase (Decrease) | ||||||||||||||||
Market | Interest | Currency | Equity | |||||||||||||
December 31, 2005 | Value | Rate Risk | Risk | Risk | ||||||||||||
(In millions) | ||||||||||||||||
General account: |
||||||||||||||||
Fixed maturity securities available-for-sale |
$ | 32,963 | $ | (2,827 | ) | $ | (178 | ) | $ | (54 | ) | |||||
Fixed maturity securities trading |
271 | (4 | ) | (1 | ) | (4 | ) | |||||||||
Equity securities available-for-sale |
632 | | (11 | ) | (158 | ) | ||||||||||
Equity securities trading |
49 | | | (12 | ) | |||||||||||
Short term investments available-for-sale |
3,870 | (6 | ) | (74 | ) | | ||||||||||
Short term investments trading |
368 | | | | ||||||||||||
Limited partnerships |
1,509 | 1 | | (72 | ) | |||||||||||
Other invested assets |
30 | | | | ||||||||||||
Interest rate swaps |
| 95 | | | ||||||||||||
Equity index futures for trading |
| 3 | (1 | ) | (255 | ) | ||||||||||
Other derivative securities |
3 | 5 | 20 | (1 | ) | |||||||||||
Total general account |
39,695 | (2,733 | ) | (245 | ) | (556 | ) | |||||||||
Separate accounts: |
||||||||||||||||
Fixed maturity securities |
466 | (34 | ) | | | |||||||||||
Equity securities |
44 | | | (11 | ) | |||||||||||
Short term investments |
36 | | | | ||||||||||||
Total separate accounts |
546 | (34 | ) | | (11 | ) | ||||||||||
Total securities |
$ | 40,241 | $ | (2,767 | ) | $ | (245 | ) | $ | (567 | ) | |||||
Debt (carrying value) |
$ | 1,690 | $ | (135 | ) | $ | | $ | | |||||||
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CNA FINANCIAL CORPORATION
ITEM 4. CONTROLS AND PROCEDURES
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, including this report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Companys management on a timely basis to allow decisions regarding required disclosure.
The Companys Chief Executive Officer (CEO) and Chief Financial Officer (CFO) undertook an
evaluation of the Companys disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. The Company continues
to engage in a number of efforts to remediate the two material weaknesses in internal control over
financial reporting, as further described in our Annual Report on Form 10-K for the period ended
December 31, 2005. The control deficiencies will be fully remediated when, in the opinion of the
Companys management, the revised control processes have been operating for a sufficient period of
time to provide reasonable assurance as to their effectiveness. As a result, the CEO and CFO have
concluded that the Companys controls and procedures were not effective as of June 30, 2006.
There were no other changes in the Companys internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the
foregoing evaluation that occurred during the quarter ended June 30, 2006, that have materially
affected or that are reasonably likely to materially affect the Companys internal control over
financial reporting.
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CNA FINANCIAL CORPORATION
PART II. OTHER INFORMATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information on our legal proceedings is set forth in Notes G and H of the Condensed Consolidated
Financial Statements included under Part I, Item 1.
Item 1A. Risk Factors
Refer to Item 1A. Risk Factors in our Annual Report on Form 10-K for the period ended December 31,
2005 for further information.
Item 4. Matters Subject to a Vote of Security Holders
Set forth below is information relating to the 2006 Annual Meeting of Stockholders of the
Registrant.
The annual meeting was called to order at 10:00 a.m., April 26, 2006. Represented at the meeting,
in person or by proxy, were 249,753,798 shares constituting 97.55% of the issued and outstanding
shares entitled to vote.
The following business was transacted:
1. Election of Directors
Over 97% of the votes cast for directors were voted for the election of the directors named below.
The number of votes for, and withheld with respect to, each director is as follows:
Votes For | Votes Withheld | |||||||
Brenda J. Gaines |
248,733,692 | 1,020,106 | ||||||
Stephen W. Lilienthal |
242,546,753 | 7,207,045 | ||||||
Paul J. Liska |
242,578,315 | 7,175,483 | ||||||
Don M. Randel |
248,787,700 | 966,098 | ||||||
Joseph Rosenberg |
242,554,487 | 7,199,311 | ||||||
Andrew H. Tisch |
242,555,471 | 7,198,327 | ||||||
James S. Tisch |
242,549,977 | 7,203,821 | ||||||
Marvin Zonis |
248,587,684 | 1,166,114 |
2. Ratification of Appointment of Independent Registered Public Accounting Firm
249,069,665 shares, constituting 99.72% of the shares eligible to vote, voted to ratify the
appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm
for the Registrant for 2006. In addition, 665,403 shares, constituting 0.27% of the shares
eligible to vote, voted against, and 18,730 shares, constituting 0.01% of the shares eligible to
vote, abstained.
Item 5. Other Information
None
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CNA FINANCIAL CORPORATION
PART II. OTHER INFORMATION
PART II. OTHER INFORMATION
Item 6. Exhibits
(a) Exhibits
Description of Exhibit | Exhibit Number | |||
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.1 | |||
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | |||
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.1 | * | ||
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | * |
* | Exhibits 32.1 and 32.2 are being furnished and shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. These Exhibits shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. |
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CNA FINANCIAL CORPORATION
PART II. OTHER INFORMATION
PART II. OTHER INFORMATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CNA Financial Corporation | ||||
Dated: July 31, 2006
|
By | /s/ D. Craig Mense | ||
D. Craig Mense | ||||
Chief Financial Officer |
99