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Watchlist
Account
CNA Financial
CNA
#1668
Rank
$13.20 B
Marketcap
๐บ๐ธ
United States
Country
$48.80
Share price
-0.67%
Change (1 day)
5.58%
Change (1 year)
๐ฆ Insurance
๐ณ Financial services
Categories
CNA Financial Corporation
is an American financial corporation providing a broad range of standard and specialized property and casualty insurance products and services for businesses and professional.
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Stock Splits
Dividends
Dividend yield
Shares outstanding
Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
Annual Reports (10-K)
CNA Financial
Quarterly Reports (10-Q)
Financial Year FY2018 Q2
CNA Financial - 10-Q quarterly report FY2018 Q2
Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2018
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
(State or other jurisdiction of
incorporation or organization)
36-6169860
(I.R.S. Employer
Identification No.)
151 N. Franklin
Chicago, Illinois
(Address of principal executive offices)
60606
(Zip Code)
(312) 822-5000
(Registrant's telephone number, including area code)
333 S. Wabash, Chicago, Illinois 60604
(Former name, former address and former fiscal year, if changed since last report)
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 [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated
filer [x]
Accelerated filer [ ]
Non-accelerated
filer [ ]
(Do not check if a smaller reporting company)
Smaller reporting company [ ]
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class
Outstanding at July 26, 2018
Common Stock, Par value $2.50
271,395,494
Item Number
Page
Number
PART I
. Financial Information
1.
Condensed Consolidated Financial Statements:
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017 (Unaudited)
3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2018 and 2017 (Unaudited)
4
Condensed Consolidated Balance Sheets as of June 30, 2018 (Unaudited) and December 31, 2017
5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017 (Unaudited)
6
Condensed Consolidated Statements of Stockholders' Equity for the six months ended June 30, 2018 and 2017 (Unaudited)
8
Notes to Condensed Consolidated Financial Statements (Unaudited)
9
2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
44
3.
Quantitative and Qualitative Disclosures About Market Risk
65
4.
Controls and Procedures
65
PART I
I. Other Information
1.
Legal Proceedings
66
6.
Exhibits
66
2
Table of Contents
PART I. Financial Information
Item 1. Condensed Consolidated Financial Statements
CNA Financial Corporation
Condensed Consolidated Statements of Operations (Unaudited)
Periods ended June 30
Three Months
Six Months
(In millions, except per share data)
2018
2017
2018
2017
Revenues
Net earned premiums
$
1,815
$
1,734
$
3,600
$
3,379
Net investment income
506
475
996
1,020
Net realized investment (losses) gains:
Other-than-temporary impairment losses
—
(2
)
(6
)
(4
)
Other net realized investment (losses) gains
(1
)
52
17
90
Net realized investment (losses) gains
(1
)
50
11
86
Non-insurance warranty revenue (Note J)
248
98
486
191
Other revenues
6
9
16
20
Total revenues
2,574
2,366
5,109
4,696
Claims, Benefits and Expenses
Insurance claims and policyholders’ benefits
1,327
1,280
2,666
2,573
Amortization of deferred acquisition costs
359
312
655
617
Non-insurance warranty expense (Note J)
225
72
441
142
Other operating expenses
298
292
601
568
Interest
35
40
70
83
Total claims, benefits and expenses
2,244
1,996
4,433
3,983
Income before income tax
330
370
676
713
Income tax expense
(60
)
(98
)
(115
)
(181
)
Net income
$
270
$
272
$
561
$
532
Basic earnings per share
$
0.99
$
1.01
$
2.07
$
1.96
Diluted earnings per share
$
0.99
$
1.00
$
2.06
$
1.96
Dividends declared per share
$
0.30
$
0.25
$
2.60
$
2.50
Weighted Average Outstanding Common Stock and Common Stock Equivalents
Basic
271.5
271.1
271.5
271.0
Diluted
272.4
271.9
272.4
271.9
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements (Unaudited).
3
Table of Contents
CNA Financial Corporation
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Comprehensive Income (Loss)
Net income
$
270
$
272
$
561
$
532
Other Comprehensive (Loss) Income, Net of Tax
Changes in:
Net unrealized gains on investments with other-than-temporary impairments
(1
)
—
(10
)
(4
)
Net unrealized gains on other investments
(159
)
77
(588
)
144
Net unrealized gains on investments
(160
)
77
(598
)
140
Foreign currency translation adjustment
(52
)
42
(40
)
53
Pension and postretirement benefits
7
5
17
12
Other comprehensive (loss) income, net of tax
(205
)
124
(621
)
205
Total comprehensive income (loss)
$
65
$
396
$
(60
)
$
737
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements (Unaudited).
4
Table of Contents
CNA Financial Corporation
Condensed Consolidated Balance Sheets
(In millions, except share data)
June 30, 2018 (Unaudited)
December 31,
2017
Assets
Investments:
Fixed maturity securities at fair value (amortized cost of $37,928 and $38,215)
$
39,795
$
41,487
Equity securities at fair value (cost of $762 and $659)
773
695
Limited partnership investments
2,363
2,369
Other invested assets
48
44
Mortgage loans
865
839
Short term investments
1,308
1,436
Total investments
45,152
46,870
Cash
288
355
Reinsurance receivables (less allowance for uncollectible receivables of $29 and $29)
4,535
4,261
Insurance receivables (less allowance for uncollectible receivables of $44 and $44)
2,598
2,292
Accrued investment income
396
411
Deferred acquisition costs
673
634
Deferred income taxes
296
137
Property and equipment at cost (less accumulated depreciation of $234 and $274)
347
326
Goodwill
147
148
Other assets (Note A)
3,426
1,133
Total assets
$
57,858
$
56,567
Liabilities
Insurance reserves:
Claim and claim adjustment expenses
$
21,990
$
22,004
Unearned premiums
4,410
4,029
Future policy benefits
10,667
11,179
Short term debt
30
150
Long term debt
2,679
2,708
Other liabilities (includes $100 and $143 due to Loews Corporation) (Note A)
6,667
4,253
Total liabilities
46,443
44,323
Commitments and contingencies (Notes C and F)
Stockholders' Equity
Common stock ($2.50 par value; 500,000,000 shares authorized; 273,040,243 shares issued; 271,391,107 and 271,205,390 shares outstanding)
683
683
Additional paid-in capital
2,179
2,175
Retained earnings
9,216
9,414
Accumulated other comprehensive (loss) income
(605
)
32
Treasury stock (1,649,136
and 1,834,853 shares), at cost
(58
)
(60
)
Total stockholders’ equity
11,415
12,244
Total liabilities and stockholders' equity
$
57,858
$
56,567
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements (Unaudited).
5
Table of Contents
CNA Financial Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six months ended June 30
(In millions)
2018
2017
Cash Flows from Operating Activities
Net income
$
561
$
532
Adjustments to reconcile net income to net cash flows provided by operating activities:
Deferred income tax expense
15
122
Trading portfolio activity
(13
)
(11
)
Net realized investment gains
(11
)
(86
)
Equity method investees
(15
)
42
Net amortization of investments
(30
)
(21
)
Depreciation and amortization
41
43
Changes in:
Receivables, net
(587
)
(195
)
Accrued investment income
15
1
Deferred acquisition costs
(43
)
(41
)
Insurance reserves
563
262
Other assets
(178
)
(118
)
Other liabilities
(11
)
(45
)
Other, net
47
30
Total adjustments
(207
)
(17
)
Net cash flows provided by operating activities
354
515
Cash Flows from Investing Activities
Dispositions:
Fixed maturity securities - sales
4,781
3,142
Fixed maturity securities - maturities, calls and redemptions
1,306
1,770
Equity securities
25
22
Limited partnerships
93
100
Mortgage loans
68
17
Purchases:
Fixed maturity securities
(5,608
)
(4,840
)
Equity securities
(127
)
(8
)
Limited partnerships
(72
)
(47
)
Mortgage loans
(94
)
(72
)
Change in other investments
(6
)
(3
)
Change in short term investments
135
81
Purchases of property and equipment
(76
)
(68
)
Other, net
14
17
Net cash flows provided by investing activities
439
111
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements (Unaudited).
6
Table of Contents
Six months ended June 30
(In millions)
2018
2017
Cash Flows from Financing Activities
Dividends paid to common stockholders
$
(706
)
$
(676
)
Repayment of debt
(150
)
—
Other, net
1
(1
)
Net cash flows used by financing activities
(855
)
(677
)
Effect of foreign exchange rate changes on cash
(5
)
5
Net change in cash
(67
)
(46
)
Cash, beginning of year
355
271
Cash, end of period
$
288
$
225
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements (Unaudited).
7
Table of Contents
CNA Financial Corporation
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
Six months ended June 30
(In millions)
2018
2017
Common Stock
Balance, beginning of period
$
683
$
683
Balance, end of period
683
683
Additional Paid-in Capital
Balance, beginning of period
2,175
2,173
Stock-based compensation
4
(6
)
Balance, end of period
2,179
2,167
Retained Earnings
Balance, beginning of period, as previously reported
9,414
9,359
Cumulative effect adjustments from changes in accounting guidance, net of tax
(50
)
—
Balance, beginning of period, as adjusted
9,364
9,359
Dividends paid to common stockholders
(709
)
(680
)
Net income
561
532
Balance, end of period
9,216
9,211
Accumulated Other Comprehensive (Loss) Income
Balance, beginning of period, as previously reported
32
(173
)
Cumulative effect adjustments from changes in accounting guidance, net of tax
(16
)
—
Balance, beginning of period, as adjusted
16
(173
)
Other comprehensive (loss) income
(621
)
205
Balance, end of period
(605
)
32
Treasury Stock
Balance, beginning of period
(60
)
(73
)
Stock-based compensation
2
8
Balance, end of period
(58
)
(65
)
Total stockholders' equity
$
11,415
$
12,028
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements (Unaudited).
8
Table of Contents
CNA Financial Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note
A
. General
Basis of Presentation
The Condensed Consolidated Financial Statements include the accounts of CNA Financial Corporation (CNAF) and its subsidiaries. Collectively, CNAF and its subsidiaries are referred to as CNA or the Company. Loews Corporation (Loews) owned approximately
89%
of the outstanding common stock of CNAF as of
June 30, 2018
.
The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Intercompany amounts have been eliminated. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, including certain financial statement notes, 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 CNAF's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended
December 31, 2017
, including the summary of significant accounting policies in Note
A
. The preparation of Condensed Consolidated Financial Statements 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 period. Actual results may differ from those estimates.
The interim financial data as of
June 30, 2018
and for the
three and six months ended June 30, 2018
and
2017
is unaudited. However, in the opinion of management, the interim data includes all adjustments, including normal recurring adjustments, necessary for a fair statement of the Company's 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.
Recently Adopted Accounting Standards Updates (ASU)
ASU 2014-09:
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09,
Revenue Recognition (Topic 606)
:
Revenue from Contracts with Customers
. The standard excludes from its scope the accounting for insurance contracts, financial instruments, and certain other agreements that are governed under other GAAP guidance. The updated guidance requires an entity to recognize revenue as performance obligations are met, in an amount that reflects the consideration the entity is entitled to receive for the transfer of the promised goods or services.
On January 1, 2018, the Company adopted the updated guidance using the modified retrospective method applied to all contracts which were not completed as of the date of adoption, with the cumulative effect recognized as an adjustment to the opening balance of Retained earnings. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance.
Under the new guidance, revenue on warranty products and services will be recognized more slowly compared to the historic revenue recognition pattern. In addition, for warranty products in which the Company acts as the principal in the transaction, Non-insurance warranty revenue and Non-insurance warranty expense are increased to reflect the gross amount paid by consumers, including the retail seller’s markup which is considered a commission to the Company's agent. This gross-up of revenue and expense also resulted in an increase to Other assets and Other liabilities on the Company's Condensed Consolidated Balance Sheets as the revenue and expense are recognized over the actuarially determined expected claims emergence pattern.
9
Table of Contents
The cumulative effect changes to the Condensed Consolidated Balance Sheet for the adoption of the updated guidance on
January 1, 2018
were as follows:
(In millions)
Balance as of December 31, 2017
Adjustments Due to Adoption of Topic 606
Balance as of January 1, 2018
Other assets
$
1,133
$
1,882
$
3,015
Other liabilities
4,253
1,969
6,222
Deferred income taxes
137
21
158
Retained earnings
9,414
(66
)
9,348
The impact of adoption on the Condensed Consolidated Statements of Operations and Balance Sheet was as follows:
Periods ended June 30, 2018
Three Months
Six Months
Prior to Adoption
Effect of Adoption
As Reported
Prior to Adoption
Effect of Adoption
As Reported
(In millions)
Statement of operations:
Non-insurance warranty revenue
$
105
$
143
$
248
$
206
$
280
$
486
Total revenues
2,431
143
2,574
4,829
280
5,109
Non-insurance warranty expense
80
145
225
158
283
441
Total claims, benefits and expenses
2,099
145
2,244
4,150
283
4,433
Income before income tax
332
(2
)
330
679
(3
)
676
Income tax expense
(61
)
1
(60
)
(116
)
1
(115
)
Net income
271
(1
)
270
563
(2
)
561
Balance sheet
(1)
at June 30, 2018:
Other assets
$
3,228
$
198
$
3,426
Other liabilities
6,466
201
6,667
Deferred income taxes
295
1
296
Retained earnings
9,218
(2
)
9,216
(1)
The Prior to Adoption amounts presented include the cumulative effect adjustment at adoption.
See Note
J
to the Condensed Consolidated Financial Statements for additional information regarding non-insurance revenues from contracts with customers.
10
Table of Contents
ASU 2016-01:
In January 2016, the FASB issued ASU No. 2016-01,
Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
. The updated accounting guidance requires changes to the reporting model for financial instruments. The guidance primarily changes the model for equity securities by requiring changes in the fair value of equity securities (except those accounted for under the equity method of accounting, those without readily determinable fair values and those that result in consolidation of the investee) to be recognized through the income statement. The Company adopted the updated guidance on
January 1, 2018
and recognized a cumulative effect adjustment that increased beginning Retained earnings by
$28 million
, net of tax. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance.
For the three and six months ended
June 30, 2018
, the Company recognized $
10 million
and
$25 million
in pretax losses within Net realized investment gains (losses) for the change in fair value of non-redeemable preferred stock and
$2 million
and $
2 million
in pretax gains within Net investment income for the change in fair value of common stock as a result of this change. For the three and six months ended
June 30, 2017
, there was less than a $
1 million
decrease and a
$1 million
decrease in the fair value of common stock and a
$2 million
increase and a
$7 million
increase in the fair value of non-redeemable preferred stock recognized in Other comprehensive income. The Company's non-redeemable preferred stock contain characteristics of debt securities, are priced similarly to bonds, and are held primarily for income generation through periodic dividends. While recognition of gains and losses on these securities are no longer discretionary, management does not consider the changes in fair value of non-redeemable preferred stock to be reflective of our primary operations. As such, the changes in the fair value of these securities are recorded through Net realized investments gains (losses). The company owns certain common stock with the intention of holding the securities primarily for market appreciation and as such, the changes in the fair value of these securities are recorded through Net investment income.
ASU 2017-07:
In March 2017, the FASB issued ASU No. 2017-07,
Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
. The updated accounting guidance requires changes to the presentation of the components of net periodic benefit cost on the income statement by requiring service cost to be presented with other employee compensation costs and other components of net periodic pension cost to be presented outside of any subtotal of operating income. The ASU also stipulates that only the service cost component of net benefit cost is eligible for capitalization. The Company adopted the updated guidance effective January 1, 2018. The guidance was applied on a prospective basis for capitalization of service costs and on a retrospective basis for the presentation of the service cost and other components of net periodic benefit costs in the Company's Condensed Consolidated Statements of Operations and in its disclosures. The Company expanded the related footnote disclosure, Note
G
to the Condensed Consolidated Financial Statements, to disclose the amount of service cost and non-service cost components of net periodic benefit cost and the line items in the Condensed Consolidated Statements of Operations in which such amounts are reported. The change limiting the costs eligible for capitalization is not material to the Company’s results of operations or financial position.
ASU 2018-02:
In February 2018, the FASB issued ASU No. 2018-02,
Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.
GAAP requires the remeasurement of deferred tax assets and liabilities due to a change in the tax rate to be included in Net income, even if the related income tax effects were originally recognized in Accumulated other comprehensive income (AOCI). The ASU allows a reclassification from AOCI to Retained earnings for stranded tax effects resulting from the new U.S. Federal corporate income tax rate enacted on December 22, 2017. The Company early adopted the updated guidance effective January 1, 2018 and elected to reclassify the stranded income tax effects relating to the reduction in the Federal corporate income tax rate from AOCI to Retained earnings at the beginning of the period of adoption. The net impact of the accounting change resulted in a
$12 million
increase in AOCI and a corresponding decrease in Retained earnings. The
$12 million
increase in AOCI is comprised of a
$142 million
increase in net unrealized gains (losses) on investments partially offset by a
$130 million
decrease in unrecognized pension and postretirement benefits.
The Company releases tax effects from AOCI utilizing the security-by-security approach for Net unrealized gains (losses) on investments with Other-than-temporary impairment (OTTI) losses and Net unrealized gains (losses) on other investments. For Pension and postretirement benefits, tax effects from AOCI are released at enacted tax rates based on the pre-tax adjustments to pension liabilities or assets recognized within OCI.
11
Table of Contents
Accounting Standards Pending Adoption
In February 2016, the FASB issued ASU No. 2016-02,
Leases (Topic 842): Accounting for Leases.
The updated accounting guidance requires lessees to recognize on the balance sheet assets and liabilities for the rights and obligations created by the majority of leases, including those historically accounted for as operating leases. The guidance is effective for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the effect the updated guidance will have on the Company's financial statements. It is expected that assets and liabilities will increase based on the present value of remaining lease payments for leases in place at the adoption date; however, this is not expected to be material to the Company's results of operations or financial position.
In June 2016, the FASB issued ASU No. 2016-13,
Financial Instruments-Credit Losses (Topic 326): Measurement
of Credit Losses on Financial Instruments.
The updated accounting guidance requires changes to the recognition of credit losses on financial instruments not accounted for at fair value through net income. The guidance is effective for interim and annual periods beginning after December 15, 2019. The Company is currently evaluating the effect the guidance will have on the Company's financial statements, but expects the primary changes to be the use of the expected credit loss model for its mortgage loan portfolio and reinsurance receivables and the use of the allowance method rather than the write-down method for credit losses within the available-for-sale fixed maturities portfolio. The expected credit loss model will require a financial asset to be presented at the net amount expected to be collected. The allowance method for available-for-sale debt securities will allow the Company to record reversals of credit losses if the estimate of credit losses declines.
Income Tax Reform Update
On December 22, 2017, H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018,” was signed into law (Tax Reform Legislation).
Shortly after enactment, the Securities and Exchange Commission Staff issued Staff Accounting Bulletin No. 118 (SAB 118) to provide guidance on accounting for the Tax Reform Legislation impacts when the measurements of the income tax effects are complete, incomplete, or incomplete but for which a provisional amount can be estimated. SAB 118 permits the recognition of provisional amounts, and adjustments to provisional amounts, in subsequent reporting periods within the one year measurement period.
The Company has reflected the following incomplete but reasonably estimated provisional items in Deferred income taxes on the Condensed Consolidated Balance Sheet at June 30, 2018. The effects of the adjustments to the Company’s provisional amounts for the three and six months ended June 30, 2018 did not impact income tax expense.
•
The Company has recalculated its insurance reserves and the transition adjustment from existing law.
•
The Company has recalculated amounts under special accounting method provisions for recognizing income for Federal income tax purposes no later than for financial accounting purposes and the transition adjustment from existing law.
•
The Company has not recorded current or deferred taxes with respect to the international provisions since it does not expect to have inclusions in U.S. taxable income for certain earnings of foreign subsidiaries in future years.
12
Table of Contents
Note
B
. Earnings (Loss) Per Share
Earnings (loss) per share is based on the weighted average number of outstanding common shares. Basic earnings (loss) per share excludes the impact of dilutive securities and is computed by dividing Net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects 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, 2018
, approximately
835 thousand
and
929 thousand
potential shares attributable to exercises or conversions into common stock under stock-based employee compensation plans were included in the calculation of diluted earnings per share. For those same periods, approximately
445 thousand
and
2 thousand
potential shares attributable to exercises or conversions into common stock under stock-based employee compensation plans were not included in the calculation of diluted earnings per share, because the effect would have been antidilutive.
For the
three and six months ended June 30, 2017
, approximately
847 thousand
and
915 thousand
potential shares attributable to exercises or conversions into common stock under stock-based employee compensation plans were included in the calculation of diluted earnings per share. For those same periods, less than
1 thousand
potential shares attributable to exercises or conversions into common stock under stock-based employee compensation plans were not included in the calculation of diluted earnings per share, because the effect would have been antidilutive.
13
Table of Contents
Note
C
. Investments
The significant components of Net investment income are presented in the following table.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Fixed maturity securities
$
444
$
457
$
890
$
912
Equity securities
12
2
22
3
Limited partnership investments
40
16
70
106
Mortgage loans
14
8
25
15
Short term investments
6
3
12
6
Trading portfolio
3
4
5
6
Other
3
—
3
1
Gross investment income
522
490
1,027
1,049
Investment expense
(16
)
(15
)
(31
)
(29
)
Net investment income
$
506
$
475
$
996
$
1,020
During the
three and six months ended June 30, 2018
, $
2 million
and $
1 million
of Net investment income was recognized due to the change in fair value of common stock still held as of
June 30, 2018
.
Net realized investment gains (losses) are presented in the following table.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Net realized investment gains (losses):
Fixed maturity securities:
Gross realized gains
$
37
$
56
$
106
$
105
Gross realized losses
(33
)
(12
)
(84
)
(29
)
Net realized investment gains (losses) on fixed maturity securities
4
44
22
76
Equity securities
(10
)
—
(25
)
—
Derivatives
4
(3
)
9
(2
)
Short term investments and other
1
9
5
12
Net realized investment gains (losses)
$
(1
)
$
50
$
11
$
86
During the
three and six months ended June 30, 2018
, $
10 million
and $
25 million
of Net realized investment losses were recognized due to the change in fair value of non-redeemable preferred stock still held as of
June 30, 2018
.
The components of OTTI losses recognized in earnings by asset type are presented in the following table.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Fixed maturity securities available-for-sale:
Corporate and other bonds
$
—
$
2
$
5
$
4
Asset-backed
—
—
1
—
OTTI losses recognized in earnings
$
—
$
2
$
6
$
4
14
Table of Contents
The following tables present a summary of fixed maturity and equity securities.
June 30, 2018
(1)
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Unrealized
OTTI
Losses (Gains)
(In millions)
Fixed maturity securities available-for-sale:
Corporate and other bonds
$
17,883
$
938
$
203
$
18,618
$
—
States, municipalities and political subdivisions
10,856
1,161
8
12,009
—
Asset-backed:
Residential mortgage-backed
4,961
72
85
4,948
(25
)
Commercial mortgage-backed
2,082
23
33
2,072
—
Other asset-backed
1,557
9
9
1,557
—
Total asset-backed
8,600
104
127
8,577
(25
)
U.S. Treasury and obligations of government-sponsored enterprises
127
3
3
127
—
Foreign government
436
6
5
437
—
Redeemable preferred stock
9
1
—
10
—
Total fixed maturity securities available-for-sale
37,911
2,213
346
39,778
$
(25
)
Total fixed maturity securities trading
17
17
Total fixed maturity securities
$
37,928
$
2,213
$
346
$
39,795
December 31, 2017
Cost or
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Unrealized
OTTI
Losses (Gains)
(In millions)
Fixed maturity securities available-for-sale:
Corporate and other bonds
$
17,210
$
1,625
$
28
$
18,807
$
—
States, municipalities and political subdivisions
12,478
1,551
2
14,027
(11
)
Asset-backed:
Residential mortgage-backed
5,043
109
32
5,120
(27
)
Commercial mortgage-backed
1,840
46
14
1,872
—
Other asset-backed
1,083
16
5
1,094
—
Total asset-backed
7,966
171
51
8,086
(27
)
U.S. Treasury and obligations of government-sponsored enterprises
111
2
4
109
—
Foreign government
437
9
2
444
—
Redeemable preferred stock
10
1
—
11
—
Total fixed maturity securities available-for-sale
38,212
3,359
87
41,484
$
(38
)
Total fixed maturity securities trading
3
3
Equity securities available-for-sale:
Common stock
21
7
1
27
Preferred stock
638
31
1
668
Total equity securities available-for-sale
659
38
2
695
Total fixed maturity and equity securities
$
38,874
$
3,397
$
89
$
42,182
(1)
As of January 1, 2018, the Company adopted ASU 2016-01,
Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
. The change in fair value of equity securities is now recognized through the income statement. See Note A to the Condensed Consolidated Financial Statements for additional information.
15
Table of Contents
The net unrealized gains on investments included in the tables above are recorded as a component of AOCI. When presented in AOCI, these amounts are net of tax and any required Shadow Adjustments. To the extent that unrealized gains on fixed income securities supporting certain products within the Life & Group segment would result in a premium deficiency if realized, a related increase in Insurance reserves is recorded, net of tax, as a reduction of net unrealized gains through Other comprehensive income (loss) (Shadow Adjustments). As of
June 30, 2018
and
December 31, 2017
, the net unrealized gains on investments included in AOCI were correspondingly reduced by Shadow Adjustments of
$1,186 million
and $
1,411 million
.
16
Table of Contents
The following tables present the estimated fair value and gross unrealized losses of fixed maturity and equity securities in a gross unrealized loss position by the length of time in which the securities have continuously been in that position.
Less than 12 Months
12 Months or Longer
Total
June 30, 2018
(1)
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
(In millions)
Fixed maturity securities available-for-sale:
Corporate and other bonds
$
6,963
$
192
$
193
$
11
$
7,156
$
203
States, municipalities and political subdivisions
723
8
3
—
726
8
Asset-backed:
Residential mortgage-backed
3,183
68
344
17
3,527
85
Commercial mortgage-backed
913
16
228
17
1,141
33
Other asset-backed
632
6
27
3
659
9
Total asset-backed
4,728
90
599
37
5,327
127
U.S. Treasury and obligations of government-sponsored enterprises
49
1
19
2
68
3
Foreign government
178
3
40
2
218
5
Total
$
12,641
$
294
$
854
$
52
$
13,495
$
346
Less than 12 Months
12 Months or Longer
Total
December 31, 2017
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
Estimated
Fair Value
Gross
Unrealized
Losses
(In millions)
Fixed maturity securities available-for-sale:
Corporate and other bonds
$
1,354
$
21
$
168
$
7
$
1,522
$
28
States, municipalities and political subdivisions
72
1
85
1
157
2
Asset-backed:
Residential mortgage-backed
1,228
5
947
27
2,175
32
Commercial mortgage-backed
403
4
212
10
615
14
Other asset-backed
248
3
18
2
266
5
Total asset-backed
1,879
12
1,177
39
3,056
51
U.S. Treasury and obligations of government-sponsored enterprises
49
2
21
2
70
4
Foreign government
166
2
4
—
170
2
Total fixed maturity securities available-for-sale
3,520
38
1,455
49
4,975
87
Equity securities available-for-sale:
Common stock
7
1
—
—
7
1
Preferred stock
93
1
—
—
93
1
Total equity securities available-for-sale
100
2
—
—
100
2
Total
$
3,620
$
40
$
1,455
$
49
$
5,075
$
89
(1)
As of January 1, 2018, the Company adopted ASU 2016-01,
Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
. The change in fair value of equity securities is now recognized through the income statement. See Note A to the Condensed Consolidated Financial Statements for additional information.
17
Table of Contents
Based on current facts and circumstances, the Company believes the unrealized losses presented in the
June 30, 2018
securities in a gross unrealized loss position table above are not indicative of the ultimate collectibility of the current amortized cost of the securities, but rather are attributable to changes in interest rates, credit spreads and other factors. The Company has no current intent to sell securities with unrealized losses, nor is it more likely than not that it will be required to sell prior to recovery of amortized cost; accordingly, the Company has determined that there are no additional OTTI losses to be recorded as of
June 30, 2018
.
The following table presents the activity related to the pretax credit loss component reflected in Retained earnings on fixed maturity securities still held as of
June 30, 2018
and
2017
and for which a portion of an OTTI loss was recognized in Other comprehensive income (loss).
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Beginning balance of credit losses on fixed maturity securities
$
25
$
32
$
27
$
36
Reductions for securities sold during the period
(4
)
(2
)
(6
)
(6
)
Ending balance of credit losses on fixed maturity securities
$
21
$
30
$
21
$
30
Contractual Maturity
The following table presents available-for-sale fixed maturity securities by contractual maturity.
June 30, 2018
December 31, 2017
(In millions)
Cost or
Amortized
Cost
Estimated
Fair
Value
Cost or
Amortized
Cost
Estimated
Fair
Value
Due in one year or less
$
1,301
$
1,322
$
1,135
$
1,157
Due after one year through five years
8,211
8,421
8,165
8,501
Due after five years through ten years
16,138
16,240
16,060
16,718
Due after ten years
12,261
13,795
12,852
15,108
Total
$
37,911
$
39,778
$
38,212
$
41,484
Actual maturities may differ from contractual maturities because certain securities may be called or prepaid. Securities not due at a single date are allocated based on weighted average life.
Derivative Financial Instruments
The Company holds an embedded derivative on a funds withheld liability with a notional value of
$161 million
and
$167 million
as of
June 30, 2018
and
December 31, 2017
and a fair value of
$4 million
and
$(3) million
as of
June 30, 2018
and
December 31, 2017
. The embedded derivative on the funds withheld liability is accounted for separately and reported with the funds withheld liability in Other liabilities on the Condensed Consolidated Balance Sheets.
Investment Commitments
As of
June 30, 2018
, the Company had committed approximately
$551 million
to future capital calls from various third-party limited partnership investments in exchange for an ownership interest in the related partnerships.
As of
June 30, 2018
, the Company had mortgage loan commitments of
$15 million
representing signed loan applications received and accepted.
The Company invests in various privately placed debt securities, including bank loans, as part of its overall investment strategy and has committed to additional future purchases, sales and funding. Purchases and sales of privately placed debt securities are recorded once funded. As of
June 30, 2018
, the Company had commitments to purchase or fund additional amounts of
$272 million
and sell
$111 million
under the terms of such securities.
18
Table of Contents
Note
D
. Fair Value
Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable.
Level 1 - Quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are not observable.
Prices may fall within Level 1, 2 or 3 depending upon the methodology and inputs used to estimate fair value for each specific security. In general, the Company seeks to price securities using third-party pricing services. Securities not priced by pricing services are submitted to independent brokers for valuation and, if those are not available, internally developed pricing models are used to value assets using a methodology and inputs the Company believes market participants would use to value the assets. Prices obtained from third-party pricing services or brokers are not adjusted by the Company.
The Company performs control procedures over information obtained from pricing services and brokers to ensure prices received represent a reasonable estimate of fair value and to confirm representations regarding whether inputs are observable or unobservable. Procedures may include i) the review of pricing service methodologies or broker pricing qualifications, ii) back-testing, where past fair value estimates are compared to actual transactions executed in the market on similar dates, iii) exception reporting, where period-over-period changes in price are reviewed and challenged with the pricing service or broker based on exception criteria, iv) deep dives, where the Company performs an independent analysis of the inputs and assumptions used to price individual securities and v) pricing validation, where prices received are compared to prices independently estimated by the Company.
19
Table of Contents
Assets and Liabilities Measured at Fair Value
Assets and liabilities measured at fair value on a recurring basis are presented in the following tables. Corporate bonds and other includes obligations of the U.S. Treasury, government-sponsored enterprises and foreign governments and redeemable preferred stock.
June 30, 2018
Total
Assets/Liabilities
at Fair Value
(In millions)
Level 1
Level 2
Level 3
Assets
Fixed maturity securities:
Corporate bonds and other
$
166
$
18,949
$
94
$
19,209
States, municipalities and political subdivisions
—
12,008
1
12,009
Asset-backed
—
8,304
273
8,577
Total fixed maturity securities
166
39,261
368
39,795
Equity securities:
Common stock
85
—
4
89
Non-redeemable preferred stock
67
604
13
684
Total equity securities
152
604
17
773
Short term and other
167
1,050
—
1,217
Total assets
$
485
$
40,915
$
385
$
41,785
Liabilities
Other liabilities
$
—
$
(4
)
$
—
$
(4
)
Total liabilities
$
—
$
(4
)
$
—
$
(4
)
December 31, 2017
Total
Assets/Liabilities
at Fair Value
(In millions)
Level 1
Level 2
Level 3
Assets
Fixed maturity securities:
Corporate bonds and other
$
128
$
19,148
$
98
$
19,374
States, municipalities and political subdivisions
—
14,026
1
14,027
Asset-backed
—
7,751
335
8,086
Total fixed maturity securities
128
40,925
434
41,487
Equity securities:
Common stock
23
—
4
27
Non-redeemable preferred stock
68
584
16
668
Total equity securities
91
584
20
695
Short term and other
396
958
—
1,354
Total assets
$
615
$
42,467
$
454
$
43,536
Liabilities
Other liabilities
$
—
$
3
$
—
$
3
Total liabilities
$
—
$
3
$
—
$
3
20
Table of Contents
The tables below present a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3).
Level 3
(In millions)
Corporate bonds and other
States, municipalities and political subdivisions
Asset-backed
Equity securities
Derivative financial instruments
Total
Balance as of April 1, 2018
$
100
$
1
$
279
$
18
$
—
$
398
Total realized and unrealized investment gains (losses):
Reported in Net realized investment gains (losses)
—
—
—
(1
)
—
(1
)
Reported in Net investment income
—
—
—
—
—
—
Reported in Other comprehensive income
(1
)
—
(1
)
—
—
(2
)
Total realized and unrealized investment gains (losses)
(1
)
—
(1
)
(1
)
—
(3
)
Purchases
2
—
41
—
—
43
Sales
(5
)
—
—
—
—
(5
)
Settlements
(2
)
—
(6
)
—
—
(8
)
Transfers into Level 3
—
—
13
—
—
13
Transfers out of Level 3
—
—
(53
)
—
—
(53
)
Balance as of June 30, 2018
$
94
$
1
$
273
$
17
$
—
$
385
Unrealized gains (losses) on Level 3 assets and liabilities held as of June 30, 2018 recognized in Net income (loss)
$
—
$
—
$
—
$
(1
)
$
—
$
(1
)
Level 3
(In millions)
Corporate bonds and other
States, municipalities and political subdivisions
Asset-backed
Equity securities
Derivative financial instruments
Life settlement contracts
Total
Balance as of April 1, 2017
$
121
$
1
$
256
$
19
$
—
$
46
$
443
Total realized and unrealized investment gains (losses):
Reported in Net realized investment gains (losses)
—
—
1
—
—
—
1
Reported in Other revenues
—
—
—
—
—
—
—
Reported in Other comprehensive income
—
—
1
1
—
—
2
Total realized and unrealized investment gains (losses)
—
—
2
1
—
—
3
Purchases
—
—
13
—
—
—
13
Sales
—
—
—
(1
)
—
(45
)
(46
)
Settlements
(11
)
—
(7
)
—
—
—
(18
)
Transfers into Level 3
—
—
24
—
—
—
24
Transfers out of Level 3
(10
)
—
(70
)
—
—
—
(80
)
Balance as of June 30, 2017
$
100
$
1
$
218
$
19
$
—
$
1
$
339
Unrealized gains (losses) on Level 3 assets and liabilities held as of June 30, 2017 recognized in Net income (loss)
$
—
$
—
$
—
$
—
$
—
$
—
$
—
21
Table of Contents
Level 3
(In millions)
Corporate bonds and other
States, municipalities and political subdivisions
Asset-backed
Equity securities
Derivative financial instruments
Total
Balance as of January 1, 2018
$
98
$
1
$
335
$
20
$
—
$
454
Total realized and unrealized investment gains (losses):
Reported in Net realized investment gains (losses)
(1
)
—
7
(3
)
—
3
Reported in Net investment income
—
—
—
—
—
—
Reported in Other comprehensive income
(1
)
—
(6
)
—
—
(7
)
Total realized and unrealized investment gains (losses)
(2
)
—
1
(3
)
—
(4
)
Purchases
2
—
71
—
—
73
Sales
(5
)
—
(72
)
—
—
(77
)
Settlements
(4
)
—
(12
)
—
—
(16
)
Transfers into Level 3
5
—
13
—
—
18
Transfers out of Level 3
—
—
(63
)
—
—
(63
)
Balance as of June 30, 2018
$
94
$
1
$
273
$
17
$
—
$
385
Unrealized gains (losses) on Level 3 assets and liabilities held as of June 30, 2018 recognized in Net income (loss)
$
—
$
—
$
—
$
(3
)
$
—
$
(3
)
Level 3
(In millions)
Corporate bonds and other
States, municipalities and political subdivisions
Asset-backed
Equity securities
Derivative financial instruments
Life settlement contracts
Total
Balance as of January 1, 2017
$
130
$
1
$
199
$
19
$
—
$
58
$
407
Total realized and unrealized investment gains (losses):
Reported in Net realized investment gains (losses)
—
—
1
—
1
—
2
Reported in Other revenues
—
—
—
—
—
6
6
Reported in Other comprehensive income
1
—
3
2
—
—
6
Total realized and unrealized investment gains (losses)
1
—
4
2
1
6
14
Purchases
5
—
51
1
—
—
57
Sales
(1
)
—
—
(3
)
(1
)
(58
)
(63
)
Settlements
(25
)
—
(13
)
—
—
(5
)
(43
)
Transfers into Level 3
—
—
52
—
—
—
52
Transfers out of Level 3
(10
)
—
(75
)
—
—
—
(85
)
Balance as of June 30, 2017
$
100
$
1
$
218
$
19
$
—
$
1
$
339
Unrealized gains (losses) on Level 3 assets and liabilities held as of June 30, 2017 recognized in Net income (loss)
$
—
$
—
$
—
$
—
$
—
$
—
$
—
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Table of Contents
Securities may be transferred in or out of levels within the fair value hierarchy based on the availability of observable market information and quoted prices used to determine the fair value of the security. The availability of observable market information and quoted prices varies based on market conditions and trading volume. During the
three months ended June 30, 2018
, there were no transfers between Level 1 and Level 2. During the
six months ended June 30, 2018
, there were $
29 million
of transfers from Level 2 to Level 1 and
no
transfers from Level 1 to Level 2. During the
three and six months ended June 30, 2017
there were
no
transfers between Level 1 and Level 2. The Company's policy is to recognize transfers between levels at the beginning of quarterly reporting periods.
23
Table of Contents
Valuation Methodologies and Inputs
The following section describes the valuation methodologies and relevant inputs used to measure different financial instruments at fair value, including an indication of the level in the fair value hierarchy in which the instruments are generally classified.
Fixed Maturity Securities
Level 1 securities include highly liquid and exchange traded bonds and redeemable preferred stock, valued using quoted market prices. Level 2 securities include most other fixed maturity securities as the significant inputs are observable in the marketplace. All classes of Level 2 fixed maturity securities are valued using a methodology based on information generated by market transactions involving identical or comparable assets, a discounted cash flow methodology, or a combination of both when necessary. Common inputs for all classes of fixed maturity securities include prices from recently executed transactions of similar securities, marketplace quotes, benchmark yields, spreads off benchmark yields, interest rates and U.S. Treasury or swap curves. Specifically for asset-backed securities, key inputs include prepayment and default projections based on past performance of the underlying collateral and current market data. Fixed maturity securities are primarily assigned to Level 3 in cases where broker/dealer quotes are significant inputs to the valuation and there is a lack of transparency as to whether these quotes are based on information that is observable in the marketplace. Level 3 securities also include private placement debt securities whose fair value is determined using internal models with inputs that are not market observable.
Equity Securities
Level 1 securities include publicly traded securities valued using quoted market prices. Level 2 securities are primarily valued using pricing for similar securities, recently executed transactions and other pricing models utilizing market observable inputs. Level 3 securities are primarily priced using broker/dealer quotes and internal models with inputs that are not market observable.
Short Term and Other Invested Assets
Securities that are actively traded or have quoted prices are classified as Level 1. These securities include money market funds and treasury bills. Level 2 primarily includes commercial paper, for which all inputs are market observable. Fixed maturity securities purchased within one year of maturity are classified consistent with fixed maturity securities discussed above. Short term investments as presented in the tables above differ from the amounts presented on the Condensed Consolidated Balance Sheets because certain short term investments, such as time deposits, are not measured at fair value.
As of
June 30, 2018
and
December 31, 2017
, there were approximately $
42 million
and
$39 million
of overseas deposits within other invested assets, which can be redeemed at net asset value in 90 days or less. Overseas deposits are excluded from the fair value hierarchy because their fair value is recorded using the net asset value per share (or equivalent) practical expedient.
Life Settlement Contracts
The Company sold its life settlement contracts to a third party in 2017. The valuation of the life settlement contracts was based on the terms of sale. The contracts were classified as Level 3 as there was not an active market for life settlement contracts.
Derivative Financial Investments
Level 2 investments primarily include the embedded derivative on the funds withheld liability. The embedded derivative on funds withheld liability is valued using the change in fair value of the assets supporting the funds withheld liability, which are fixed maturity securities valued with observable inputs.
24
Table of Contents
Significant Unobservable Inputs
The following tables present quantitative information about the significant unobservable inputs utilized by the Company in the fair value measurements of Level 3 assets. Valuations for assets and liabilities not presented in the tables below are primarily based on broker/dealer quotes for which there is a lack of transparency as to inputs used to develop the valuations. The quantitative detail of these unobservable inputs is neither provided nor reasonably available to the Company.
June 30, 2018
Estimated Fair Value
(In millions)
Valuation Technique(s)
Unobservable Input(s)
Range
(Weighted Average)
Fixed maturity securities
$
130
Discounted cash flow
Credit spread
1% - 12% (3%)
December 31, 2017
Estimated Fair Value
(In millions)
Valuation Technique(s)
Unobservable Input(s)
Range
(Weighted Average)
Fixed maturity securities
$
136
Discounted cash flow
Credit spread
1% - 12% (3%)
For fixed maturity securities, an increase to the credit spread assumptions would result in a lower fair value measurement.
Financial Assets and Liabilities Not Measured at Fair Value
The carrying amount and estimated fair value of the Company's financial assets and liabilities which are not measured at fair value on the Condensed Consolidated Balance Sheets are presented in the following tables.
June 30, 2018
Carrying
Amount
Estimated Fair Value
(In millions)
Level 1
Level 2
Level 3
Total
Assets
Mortgage loans
$
865
$
—
$
—
$
850
$
850
Note receivable
34
—
—
34
34
Liabilities
Short term debt
$
30
$
—
$
30
$
—
$
30
Long term debt
2,679
—
2,754
—
2,754
December 31, 2017
Carrying
Amount
Estimated Fair Value
(In millions)
Level 1
Level 2
Level 3
Total
Assets
Mortgage loans
$
839
$
—
$
—
$
844
$
844
Note receivable
46
—
—
46
46
Liabilities
Short term debt
$
150
$
—
$
150
$
—
$
150
Long term debt
2,708
—
2,896
—
2,896
The following methods and assumptions were used to estimate the fair value of these financial assets and liabilities.
The fair values of mortgage loans were based on the present value of the expected future cash flows discounted at the current interest rate for origination of similar quality loans, adjusted for specific loan risk.
The fair value of the note receivable was based on the present value of the expected future cash flows discounted at the current interest rate for origination of similar notes, adjusted for specific credit risk.
The Company's senior notes and debentures were valued based on observable market prices. The fair value for other debt was estimated using discounted cash flows based on current incremental borrowing rates for similar borrowing arrangements.
The carrying amounts reported on the Condensed Consolidated Balance Sheets for Cash, Short term investments not carried at fair value, Accrued investment income and certain Other assets and Other liabilities approximate fair value due to the short term nature of these items. These assets and liabilities are not listed in the tables above.
25
Table of Contents
Note
E
. Claim and Claim Adjustment Expense Reserves
The Company's property and casualty insurance claim and claim adjustment expense reserves represent the estimated amounts necessary to resolve all outstanding claims, including incurred but not reported (IBNR) claims as of the reporting date. The Company's reserve projections are based primarily on detailed analysis of the facts in each case, the Company's experience with similar cases and various historical development patterns. Consideration is given to such historical patterns as claim reserving trends and settlement practices, loss payments, pending levels of unpaid claims and product mix, as well as court decisions, economic conditions, including inflation, 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 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 workers' compensation, 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. There can be no assurance that the Company's ultimate cost for insurance losses will not exceed current estimates.
Catastrophes are an inherent risk of the property and casualty insurance business and have contributed to material period-to-period fluctuations in the Company's results of operations and/or equity. The Company reported catastrophe losses, net of reinsurance, of
$26 million
and
$60 million
for the three and six months ended
June 30, 2018
. The company reported catastrophe losses, net of reinsurance, of
$39 million
and
$73 million
for the three and six months ended
June 30, 2017
. Net catastrophe losses in
2018
and
2017
related primarily to U.S. weather-related events.
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Table of Contents
Liability for Unpaid Claim and Claim Adjustment Expenses Rollforward
The following table presents a reconciliation between beginning and ending claim and claim adjustment expense reserves, including claim and claim adjustment expense reserves of the Life & Group segment.
For the six months ended June 30
(In millions)
2018
2017
Reserves, beginning of year:
Gross
$
22,004
$
22,343
Ceded
3,934
4,094
Net reserves, beginning of year
18,070
18,249
Net incurred claim and claim adjustment expenses:
Provision for insured events of current year
2,552
2,443
Decrease in provision for insured events of prior years
(112
)
(159
)
Amortization of discount
92
93
Total net incurred
(1)
2,532
2,377
Net payments attributable to:
Current year events
(312
)
(266
)
Prior year events
(2,387
)
(2,331
)
Total net payments
(2,699
)
(2,597
)
Foreign currency translation adjustment and other
(70
)
70
Net reserves, end of period
17,833
18,099
Ceded reserves, end of period
4,157
4,080
Gross reserves, end of period
$
21,990
$
22,179
(1)
Total net incurred above does not agree to Insurance claims and policyholders' benefits as reflected on the Condensed Consolidated Statements of Operations due to amounts related to retroactive reinsurance deferred gain accounting, uncollectible reinsurance and loss deductible receivables, and benefit expenses related to future policy benefits which are not reflected in the table above.
Net Prior Year Development
Changes in estimates of claim and claim adjustment expense reserves, net of reinsurance, for prior years are defined as net prior year loss reserve development (development). These changes can be favorable or unfavorable. The following table presents development recorded for the Specialty, Commercial, International and Corporate & Other segments.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Pretax (favorable) unfavorable development:
Specialty
$
(44
)
$
(23
)
$
(74
)
$
(35
)
Commercial
(13
)
(34
)
(22
)
(77
)
International
(2
)
2
(2
)
—
Corporate & Other
—
—
—
—
Total pretax (favorable) unfavorable development
$
(59
)
$
(55
)
$
(98
)
$
(112
)
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Table of Contents
Specialty
The following table presents further detail of the development recorded for the Specialty segment.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Pretax (favorable) unfavorable development:
Medical Professional Liability
$
3
$
2
$
23
$
22
Other Professional Liability and Management Liability
(34
)
(37
)
(68
)
(69
)
Surety
(15
)
—
(30
)
—
Warranty
(6
)
6
(6
)
6
Other
8
6
7
6
Total pretax (favorable) unfavorable development
$
(44
)
$
(23
)
$
(74
)
$
(35
)
Three Months
2018
Favorable development in other professional liability and management liability was primarily in professional liability errors and omissions (E&O) reflecting lower than expected claim frequency in accident years 2014 through 2016 and favorable severity for accident years 2012 and prior.
Favorable development in surety was driven by continued lower than expected loss emergence on accident years 2015 and prior.
2017
Favorable development in other professional liability and management liability was primarily due to lower than expected claim frequency in accident years 2013 through 2015 and lower than expected severity in accident years 2014 through 2016 for professional liability.
Six Months
2018
Unfavorable development for medical professional liability was primarily due to higher than expected severity in accident years 2014 and 2017 in our hospitals business.
Favorable development in other professional liability and management liability was primarily due to lower than expected claim frequency for accident years 2013 through 2017 related to financial institutions. Additional favorable development was in professional liability errors and omissions (E&O) reflecting lower than expected claim frequency in accident years 2014 through 2016 and favorable severity for accident years 2012 and prior.
Favorable development for surety was due to continued lower than expected loss emergence for accident years 2015 and prior.
2017
Unfavorable development in medical professional liability was primarily due to continued higher than expected frequency in aging services.
Favorable development in other professional liability and management liability was primarily due to favorable settlements on closed claims and a lower than expected frequency of large losses for accident years 2011 through 2016 for professional and management liability, lower than expected claim frequency in accident years 2013 through 2015 for professional liability and lower than expected severity in accident years 2014 through 2016 for professional liability.
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Table of Contents
Commercial
The following table presents further detail of the development recorded for the Commercial segment.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Pretax (favorable) unfavorable development:
Commercial Auto
$
—
$
1
$
(1
)
$
(25
)
General Liability
26
1
18
(17
)
Workers' Compensation
(6
)
(47
)
(12
)
(47
)
Property and Other
(33
)
11
(27
)
12
Total pretax (favorable) unfavorable development
$
(13
)
$
(34
)
$
(22
)
$
(77
)
Three Months
2018
Unfavorable development in general liability was driven by higher than expected claim severity in umbrella in accident years 2013 through 2015.
Favorable development in property and other was driven by lower than expected claim severity from catastrophes in accident year 2017.
2017
Favorable development for workers’ compensation was primarily related to decreases in frequency and severity in recent accident years, partially attributable to California reforms related to decreases in medical costs.
Unfavorable development for property and other was primarily due to higher than expected severity in accident year 2016.
Six Months
2018
Unfavorable development in general liability was driven by higher than expected claim severity in umbrella in accident years 2013 through 2015.
Favorable development in property and other was driven by lower than expected claim severity from catastrophes in accident year 2017.
2017
Favorable development for commercial auto was primarily due to lower than expected severity in accident years 2013 through 2015.
Favorable development for general liability was due to lower than expected severity in life sciences.
Favorable development for workers’ compensation was primarily related to decreases in frequency and severity in recent accident years, partially attributable to California reforms related to decreases in medical costs.
Unfavorable development for property and other was primarily due to higher than expected severity in accident year 2016.
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Table of Contents
International
The following table presents further detail of the development recorded for the International segment.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Pretax (favorable) unfavorable development:
Casualty
$
(6
)
$
1
$
(6
)
$
1
Property
12
(10
)
12
(11
)
Energy and Marine
(5
)
(3
)
(5
)
(3
)
Specialty
9
16
9
15
Healthcare and Technology
(12
)
(2
)
(12
)
(2
)
Total pretax (favorable) unfavorable development
$
(2
)
$
2
$
(2
)
$
—
Three Months
2018
Unfavorable development in property was primarily driven by higher than expected severity in Canada and higher than expected frequency in Hardy, both in accident year 2017.
Unfavorable development in specialty was driven by increased severity in accident year 2017 related to professional indemnity.
Favorable development in healthcare and technology was primarily driven by lower than expected frequency in accident years 2015 and prior related to healthcare in Europe.
2017
Favorable development for property was due to better than expected frequency in accident years 2014 through 2016.
Unfavorable development for specialty was primarily due to higher than expected severity in accident year 2015 arising from the management liability business, partially offset by favorable development in accident years 2014 and prior. Additional unfavorable development was related to adverse large claims experience in the Hardy political risks portfolio, relating largely to accident year 2016.
Six Months
2018
The drivers of development for the six month period were consistent with the three month summary above.
2017
The drivers of development for the six month period were generally consistent with the three month summary above.
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Table of Contents
Asbestos and Environmental Pollution (A&EP) Reserves
In 2010, Continental Casualty Company (CCC) together with several of the Company’s other insurance subsidiaries completed a transaction with National Indemnity Company (NICO), a subsidiary of Berkshire Hathaway Inc., under which substantially all of the Company’s legacy A&EP liabilities were ceded to NICO through a Loss Portfolio Transfer (LPT). At the effective date of the transaction, the Company ceded approximately
$1.6 billion
of net A&EP claim and allocated claim adjustment expense reserves to NICO under a retroactive reinsurance agreement with an aggregate limit of
$4 billion
. The $
1.6 billion
of claim and allocated claim adjustment expense reserves ceded to NICO was net of
$1.2 billion
of ceded claim and allocated claim adjustment expense reserves under existing third-party reinsurance contracts. The NICO LPT aggregate reinsurance limit also covers credit risk on the existing third-party reinsurance related to these liabilities. The Company paid NICO a reinsurance premium of
$2 billion
and transferred to NICO billed third-party reinsurance receivables related to A&EP claims with a net book value of
$215 million
, resulting in total consideration of
$2.2 billion
.
In years subsequent to the effective date of the LPT, the Company recognized adverse prior year development on its A&EP reserves resulting in additional amounts ceded under the LPT. As a result, the cumulative amounts ceded under the LPT have exceeded the
$2.2 billion
consideration paid, resulting in the NICO LPT moving into a gain position, requiring retroactive reinsurance accounting. Under retroactive reinsurance accounting, this gain is deferred and only recognized in earnings in proportion to actual paid recoveries under the LPT. Over the life of the contract, there is no economic impact as long as any additional losses incurred are within the limit of the LPT. In a period in which the Company recognizes a change in the estimate of A&EP reserves that increases or decreases the amounts ceded under the LPT, the proportion of actual paid recoveries to total ceded losses is affected and the change in the deferred gain is recognized in earnings as if the revised estimate of ceded losses was available at the effective date of the LPT. The effect of the deferred retroactive reinsurance benefit is recorded in Insurance claims and policyholders' benefits in the Condensed Consolidated Statement of Operations.
The following table presents the impact of the Loss Portfolio Transfer on the Condensed Consolidated Statements of Operations.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Additional amounts ceded under LPT:
Net A&EP adverse development before consideration of LPT
$
—
$
—
$
113
$
60
Provision for uncollectible third-party reinsurance on A&EP
—
—
(16
)
—
Total additional amounts ceded under LPT
—
—
97
60
Retroactive reinsurance benefit recognized
(15
)
(3
)
(72
)
(43
)
Pretax impact of deferred retroactive reinsurance
$
(15
)
$
(3
)
$
25
$
17
Based upon the Company's annual A&EP reserve review, net unfavorable prior year development of
$113 million
and
$60 million
was recognized before consideration of cessions to the LPT for the
six months ended June 30, 2018
and
2017
. Additionally, in
2018
, the Company released a portion of its provision for uncollectible third party reinsurance. The
2018
unfavorable development was driven by higher than anticipated defense costs on direct asbestos environmental accounts and paid losses on assumed reinsurance exposures. The
2017
unfavorable development was driven by modestly higher anticipated payouts on claims from known sources of asbestos exposure. While the unfavorable development was ceded to NICO under the LPT, the Company’s Net income for the six month periods were negatively affected due to the application of retroactive reinsurance accounting.
As of
June 30, 2018
and
December 31, 2017
, the cumulative amounts ceded under the LPT were
$3.0 billion
and
$2.9 billion
. The unrecognized deferred retroactive reinsurance benefit was
$351 million
and
$326 million
as of
June 30, 2018
and
December 31, 2017
.
NICO established a collateral trust account as security for its obligations to the Company. The fair value of the collateral trust account was
$3.0 billion
and
$3.1 billion
as of
June 30, 2018
and
December 31, 2017
. In addition, Berkshire Hathaway Inc. guaranteed the payment obligations of NICO up to the aggregate reinsurance limit as well as certain of NICO’s performance obligations under the trust agreement. NICO is responsible for claims handling and billing and collection from third-party reinsurers related to the Company’s A&EP claims.
31
Table of Contents
Note
F
.
Legal Proceedings, Contingencies and Guarantees
CNA 401(k) Plus Plan Litigation
In September 2016, a class action lawsuit was filed against CCC, Continental Assurance Company (CAC) (a former subsidiary of CCC), CNAF, the Investment Committee of the CNA 401(k) Plus Plan (Plan), The Northern Trust Company and John Does 1-10 (collectively Defendants) related to the Plan. The complaint alleges that Defendants breached fiduciary duties to the Plan and caused prohibited transactions in violation of the Employee Retirement Income Security Act of 1974 when the Plan's Fixed Income Fund’s annuity contract with CAC was canceled. The plaintiff alleges he and a proposed class of Plan participants who had invested in the Fixed Income Fund suffered lower returns in their Plan investments as a consequence of these alleged violations and seeks relief on behalf of the putative class. The Plan trustees have provided notice to their fiduciary coverage insurance carriers.
The plaintiff, Defendants and the Plan's fiduciary insurance carriers have agreed on terms to settle this matter and have executed settlement agreements. The plaintiff and Defendants have proposed a class settlement for court approval, and the court granted preliminary approval subject to a fairness hearing. Based on the executed settlement agreements, management has recorded its best estimate of the Company's probable loss and does not believe that the ultimate resolution of this matter will have a material impact on the Company’s results of operations or financial position.
Small Business Premium Rate Adjustment
In 2016 and 2017, the Company identified rating errors related to its multi-peril package product and workers' compensation policies within its Small Business unit and determined that it would voluntarily issue premium refunds along with interest on affected policies. After the rating errors were identified, written and earned premium have been reported net of any impact from the premium rate adjustments. The Company increased Earned premium by
$1 million
and reduced Earned premium by
$37 million
for the
three and six months ended June 30, 2017
. Interest expense increased for interest due to policyholders on the premium rate adjustments by
$1 million
and
$6 million
for the
three and six months ended June 30, 2017
.
The policyholder refunds for the multi-peril package product were issued in the third quarter of
2017
. The policyholder refunds for workers’ compensation policies are in process and are expected to be completed by the end of
2018
. Interest expense of
$1 million
was recorded for the
six months ended June 30, 2018
. The estimated refund liability, including interest, for the workers' compensation policies as of
June 30, 2018
was
$47 million
.
Other Litigation
The Company is a party to other routine litigation incidental to its business, which, based on the facts and circumstances currently known, is not material to the Company's results of operations or financial position.
Guarantees
As of
June 30, 2018
and
December 31, 2017
, the Company had recorded liabilities of approximately
$5 million
related to guarantee and indemnification agreements and management believes that it is not likely that any future indemnity claims will be significantly greater than the amounts recorded.
In the course of selling business entities and assets to third parties, the Company agreed to guarantee the performance of certain obligations of previously owned subsidiaries and to indemnify purchasers for losses arising out of breaches of representations and warranties with respect to the business entities or assets sold, including, in certain cases, losses arising from undisclosed liabilities or certain named litigation. Such guarantee and indemnification agreements in effect for sales of business entities, assets and third-party loans may include provisions that survive indefinitely. As of
June 30, 2018
, the aggregate amount related to quantifiable guarantees was
$375 million
and the aggregate amount related to quantifiable indemnification agreements was
$252 million
. In certain cases, should the Company be required to make payments under any such guarantee, it would have the right to seek reimbursement from an affiliate of a previously owned subsidiary.
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, 2018
, 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 purchaser's ownership of an entity or asset, defects
32
Table of Contents
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. Certain provisions of the indemnification agreements survive indefinitely, while others survive until the applicable statutes of limitation expire, or until the agreed-upon contract terms expire.
The Company also provided guarantees, if the primary obligor fails to perform, to holders of structured settlement annuities provided by a previously owned subsidiary. As of
June 30, 2018
, the potential amount of future payments the Company could be required to pay under these guarantees was approximately
$1.8 billion
, which will be paid over the lifetime of the annuitants. The Company does not believe any payment is likely under these guarantees, as the Company is the beneficiary of a trust that must be maintained at a level that approximates the discounted reserves for these annuities.
33
Table of Contents
Note
G
. Benefit Plans
The components of net periodic pension cost (benefit) are presented in the following table.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Net periodic pension cost (benefit)
Service cost
$
—
$
—
$
—
$
—
Non-service cost:
Interest cost on projected benefit obligation
24
26
47
52
Expected return on plan assets
(40
)
(39
)
(80
)
(78
)
Amortization of net actuarial loss
9
9
18
18
Settlement loss
1
—
5
2
Total non-service cost
(6
)
(4
)
(10
)
(6
)
Total net periodic pension cost (benefit)
$
(6
)
$
(4
)
$
(10
)
$
(6
)
For the
three and six months ended June 30, 2018
, the Company recognized
$2 million
and $
3 million
of non-service cost in Insurance claims and policyholders' benefits and
$4 million
and $
7 million
of non-service cost in Other operating expenses.
For the
three and six months ended June 30, 2017
, the Company recognized $
1 million
and $
2 million
of non-service cost in Insurance claims and policyholders' benefits and $
3 million
and $
4 million
of non-service cost in Other operating expenses.
34
Table of Contents
Note
H
. Accumulated Other Comprehensive Income (Loss) by Component
The tables below display the changes in Accumulated other comprehensive income (loss) by component.
(In millions)
Net unrealized gains (losses) on investments with OTTI losses
Net unrealized gains (losses) on other investments
Pension and postretirement benefits
Cumulative foreign currency translation adjustment
Total
Balance as of April 1, 2018
$
21
$
430
$
(765
)
$
(86
)
$
(400
)
Other comprehensive income (loss) before reclassifications
(1
)
(156
)
—
(52
)
(209
)
Amounts reclassified from accumulated other comprehensive income (loss) net of tax (expense) benefit of $-, $(1), $2, $- and $1
—
3
(7
)
—
(4
)
Other comprehensive income (loss) net of tax (expense) benefit of $1, $46, $(2), $- and $45
(1
)
(159
)
7
(52
)
(205
)
Balance as of June 30, 2018
$
20
$
271
$
(758
)
$
(138
)
$
(605
)
(In millions)
Net unrealized gains (losses) on investments with OTTI losses
Net unrealized gains (losses) on other investments
Pension and postretirement benefits
Cumulative foreign currency translation adjustment
Total
Balance as of April 1, 2017
$
26
$
709
$
(640
)
$
(187
)
$
(92
)
Other comprehensive income (loss) before reclassifications
(1
)
108
—
42
149
Amounts reclassified from accumulated other comprehensive income (loss) net of tax (expense) benefit of $1, $(15), $3, $-, and $(11)
(1
)
31
(5
)
—
25
Other comprehensive income (loss) net of tax (expense) benefit of $-, $(48), $(3), $- and $(51)
—
77
5
42
124
Balance as of June 30, 2017
$
26
$
786
$
(635
)
$
(145
)
$
32
35
Table of Contents
(In millions)
Net unrealized gains (losses) on investments with OTTI losses
Net unrealized gains (losses) on other investments
Pension and postretirement benefits
Cumulative foreign currency translation adjustment
Total
Balance as of January 1, 2018, as previously reported
$
25
$
750
$
(645
)
$
(98
)
$
32
Cumulative effect adjustment from accounting change for adoption of ASU 2018-02
(1)
5
137
(130
)
—
12
Cumulative effect adjustment from accounting change for adoption of ASU 2016-01
(1)
net of tax (expense) benefit of $-, $8, $-, $- and $8
—
(28
)
—
—
(28
)
Balance as of January 1, 2018, as adjusted
30
859
(775
)
(98
)
16
Other comprehensive income (loss) before reclassifications
(11
)
(570
)
—
(40
)
(621
)
Amounts reclassified from accumulated other comprehensive income (loss) net of tax (expense) benefit of $-, $(5), $5, $- and $-
(1
)
18
(17
)
—
—
Other comprehensive income (loss) net of tax (expense) benefit of $3, $155, $(5), $- and $153
(10
)
(588
)
17
(40
)
(621
)
Balance as of June 30, 2018
$
20
$
271
$
(758
)
$
(138
)
$
(605
)
(1)
See Note
A
to the Condensed Consolidated Financial Statements for additional information.
(In millions)
Net unrealized gains (losses) on investments with OTTI losses
Net unrealized gains (losses) on other investments
Pension and postretirement benefits
Cumulative foreign currency translation adjustment
Total
Balance as of January 1, 2017
$
30
$
642
$
(647
)
$
(198
)
$
(173
)
Other comprehensive income (loss) before reclassifications
(1
)
193
—
53
245
Amounts reclassified from accumulated other comprehensive income (loss) net of tax (expense) benefit of $(1), $(24), $7, $- and $(18)
3
49
(12
)
—
40
Other comprehensive income (loss) net of tax (expense) benefit of $1, $(86), $(7), $- and $(92)
(4
)
144
12
53
205
Balance as of June 30, 2017
$
26
$
786
$
(635
)
$
(145
)
$
32
Amounts reclassified from Accumulated other comprehensive income (loss) shown above are reported in Net income (loss) as follows:
Component of AOCI
Condensed Consolidated Statements of Operations Line Item Affected by Reclassifications
Net unrealized gains (losses) on investments with OTTI losses
Net realized investment gains (losses)
Net unrealized gains (losses) on other investments
Net realized investment gains (losses)
Pension and postretirement benefits
Other operating expenses and Insurance claims and policyholders' benefits
36
Table of Contents
Note
I
. Business Segments
The Company's property and casualty commercial insurance operations are managed and reported in
three
business segments: Specialty, Commercial and International. These
three
segments are collectively referred to as Property & Casualty Operations. The Company's operations outside of Property & Casualty Operations are managed and reported in
two
segments: Life & Group and Corporate & Other.
Effective January 1, 2018, management changed the segment presentation of the life sciences business and technology and media related errors and omissions business within the Specialty and Commercial business segments. The life sciences business moved from the Specialty business segment to the Commercial business segment and the technology and media related errors and omissions business moved from the Commercial business segment to the Specialty business segment. The new management responsibility for these businesses better aligns with line of business underwriting expertise and the manner in which the products are sold. Prior period information has been conformed to the new segment presentation.
The accounting policies of the segments are the same as those described in Note
A
to the Consolidated Financial Statements within CNAF's Annual Report on Form 10-K for the year ended
December 31, 2017
. The Company manages most of its assets on a legal entity basis, while segment operations are generally conducted across legal entities. As such, only Insurance and Reinsurance receivables, Insurance reserves, Deferred acquisition costs and Goodwill are readily identifiable for individual segments. Distinct investment portfolios are not maintained for every individual segment; accordingly, allocation of assets to each segment is not performed. Therefore, a significant portion of Net investment income and Realized investment gains or losses are allocated primarily based on each segment's net carried insurance reserves, as adjusted. All significant intersegment income and expense has been eliminated. 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 Company's operating performance. Management utilizes these financial measures to monitor the Company's insurance operations and investment portfolio.
The performance of the Company's insurance operations is monitored by management through core income (loss), which is derived from certain income statement amounts. The Company's investment portfolio is monitored by management through analysis of various factors including unrealized gains and losses on securities, portfolio duration and exposure to market and credit risk.
Core income (loss) is calculated by excluding from net income (loss) the after-tax effects of i) net realized investment gains (losses), ii) income or loss from discontinued operations, iii) any cumulative effects of changes in accounting guidance and iv) deferred tax asset and liability remeasurement as a result of an enacted U.S. Federal tax rate change. The calculation of core income (loss) excludes net realized investment gains or losses because net realized investment gains or losses are generally driven by economic factors that are not necessarily consistent with key drivers of underwriting performance, and are therefore not considered an indication of trends in insurance operations.
37
Table of Contents
The Company's results of operations and selected balance sheet items by segment are presented in the following tables.
Three months ended June 30, 2018
Specialty
Commercial
International
Life &
Group
Corporate
& Other
(In millions)
Eliminations
Total
Operating revenues
Net earned premiums
$
683
$
753
$
248
$
131
$
—
$
—
$
1,815
Net investment income
130
157
15
198
6
—
506
Non-insurance warranty revenue
248
—
—
—
—
—
248
Other revenues
—
8
(1
)
—
(1
)
—
6
Total operating revenues
1,061
918
262
329
5
—
2,575
Claims, benefits and expenses
Net incurred claims and benefits
372
470
166
327
(14
)
—
1,321
Policyholders’ dividends
1
5
—
—
—
—
6
Amortization of deferred acquisition costs
149
127
83
—
—
—
359
Non-insurance warranty expense
225
—
—
—
—
—
225
Other insurance related expenses
70
126
10
30
—
—
236
Other expenses
12
10
7
1
67
—
97
Total claims, benefits and expenses
829
738
266
358
53
—
2,244
Core income (loss) before income tax
232
180
(4
)
(29
)
(48
)
—
331
Income tax (expense) benefit on core income (loss)
(49
)
(37
)
(3
)
19
9
—
(61
)
Core income (loss)
$
183
$
143
$
(7
)
$
(10
)
$
(39
)
$
—
270
Net realized investment gains (losses)
(1
)
Income tax (expense) benefit on net realized investment gains (losses)
1
Net realized investment gains (losses), after tax
—
Net income
$
270
38
Table of Contents
Three months ended June 30, 2017
Specialty
Commercial
International
Life &
Group
Corporate
& Other
(In millions)
Eliminations
Total
Operating revenues
Net earned premiums
$
678
$
716
$
206
$
135
$
—
$
(1
)
$
1,734
Net investment income
117
146
13
195
4
—
475
Non-insurance warranty revenue
98
—
—
—
—
—
98
Other revenues
—
9
(1
)
—
1
—
9
Total operating revenues
893
871
218
330
5
(1
)
2,316
Claims, benefits and expenses
Net incurred claims and benefits
394
426
129
328
(2
)
—
1,275
Policyholders’ dividends
1
4
—
—
—
—
5
Amortization of deferred acquisition costs
147
120
45
—
—
—
312
Non-insurance warranty expense
72
—
—
—
—
—
72
Other insurance related expenses
71
129
31
32
(1
)
(1
)
261
Other expenses
11
10
(1
)
1
50
—
71
Total claims, benefits and expenses
696
689
204
361
47
(1
)
1,996
Core income (loss) before income tax
197
182
14
(31
)
(42
)
—
320
Income tax (expense) benefit on core income (loss)
(66
)
(62
)
(4
)
36
15
—
(81
)
Core income (loss)
$
131
$
120
$
10
$
5
$
(27
)
$
—
239
Net realized investment gains (losses)
50
Income tax (expense) benefit on net realized investment gains (losses)
(17
)
Net realized investment gains (losses), after tax
33
Net income
$
272
39
Table of Contents
Six months ended June 30, 2018
Specialty
Commercial
International
Life &
Group
Corporate
& Other
(In millions)
Eliminations
Total
Operating revenues
Net earned premiums
$
1,355
$
1,496
$
484
$
265
$
—
$
—
$
3,600
Net investment income
252
306
29
398
11
—
996
Non-insurance warranty revenue
486
—
—
—
—
—
486
Other revenues
1
16
(1
)
1
—
(1
)
16
Total operating revenues
2,094
1,818
512
664
11
(1
)
5,098
Claims, benefits and expenses
Net incurred claims and benefits
751
938
308
630
27
—
2,654
Policyholders’ dividends
2
10
—
—
—
—
12
Amortization of deferred acquisition costs
294
248
113
—
—
—
655
Non-insurance warranty expense
441
—
—
—
—
—
441
Other insurance related expenses
134
253
66
60
—
—
513
Other expenses
23
21
3
3
109
(1
)
158
Total claims, benefits and expenses
1,645
1,470
490
693
136
(1
)
4,433
Core income (loss) before income tax
449
348
22
(29
)
(125
)
—
665
Income tax (expense) benefit on core income (loss)
(95
)
(72
)
(6
)
33
26
—
(114
)
Core income (loss)
$
354
$
276
$
16
$
4
$
(99
)
$
—
551
Net realized investment gains (losses)
11
Income tax (expense) benefit on net realized investment gains (losses)
(1
)
Net realized investment gains (losses), after tax
10
Net income
$
561
June 30, 2018
(In millions)
Reinsurance receivables
$
926
$
695
$
265
$
433
$
2,245
$
—
$
4,564
Insurance receivables
996
1,311
327
8
—
—
2,642
Deferred acquisition costs
317
248
108
—
—
—
673
Goodwill
117
—
30
—
—
—
147
Insurance reserves
Claim and claim adjustment expenses
5,816
8,599
1,706
3,522
2,347
—
21,990
Unearned premiums
2,103
1,608
564
136
—
(1
)
4,410
Future policy benefits
—
—
—
10,667
—
—
10,667
40
Table of Contents
Six months ended June 30, 2017
Specialty
Commercial
International
Life &
Group
Corporate
& Other
(In millions)
Eliminations
Total
Operating revenues
Net earned premiums
$
1,332
$
1,377
$
403
$
268
$
—
$
(1
)
$
3,379
Net investment income
265
329
25
392
9
—
1,020
Non-insurance warranty revenue
191
—
—
—
—
—
191
Other revenues
1
18
(1
)
1
1
—
20
Total operating revenues
1,789
1,724
427
661
10
(1
)
4,610
Claims, benefits and expenses
Net incurred claims and benefits
794
849
244
658
19
—
2,564
Policyholders’ dividends
2
7
—
—
—
—
9
Amortization of deferred acquisition costs
289
237
91
—
—
—
617
Non-insurance warranty expense
142
—
—
—
—
—
142
Other insurance related expenses
138
257
58
64
(1
)
(1
)
515
Other expenses
21
25
(7
)
3
94
—
136
Total claims, benefits and expenses
1,386
1,375
386
725
112
(1
)
3,983
Core income (loss) before income tax
403
349
41
(64
)
(102
)
—
627
Income tax (expense) benefit on core income (loss)
(135
)
(118
)
(11
)
73
38
—
(153
)
Core income (loss)
$
268
$
231
$
30
$
9
$
(64
)
$
—
474
Net realized investment gains (losses)
86
Income tax (expense) benefit on net realized investment gains (losses)
(28
)
Net realized investment gains (losses), after tax
58
Net income
$
532
December 31, 2017
(In millions)
Reinsurance receivables
$
671
$
654
$
212
$
438
$
2,315
$
—
$
4,290
Insurance receivables
969
1,103
254
8
2
—
2,336
Deferred acquisition costs
318
223
93
—
—
—
634
Goodwill
117
—
31
—
—
—
148
Insurance reserves
Claim and claim adjustment expenses
5,669
8,764
1,636
3,499
2,436
—
22,004
Unearned premiums
2,020
1,409
472
128
—
—
4,029
Future policy benefits
—
—
—
11,179
—
—
11,179
41
Table of Contents
The following table presents operating revenue by line of business for each reportable segment.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Specialty
Management & Professional Liability
$
627
$
620
$
1,251
$
1,258
Surety
145
136
274
260
Warranty & Alternative Risks
(1)
289
137
569
271
Specialty revenues
1,061
893
2,094
1,789
Commercial
Middle Market
521
469
1,025
937
Small Business
120
126
239
222
Other Commercial Insurance
277
276
554
565
Commercial revenues
918
871
1,818
1,724
International
Canada
63
52
121
103
CNA Europe
91
79
179
151
Hardy
108
87
212
173
International revenues
262
218
512
427
Life & Group revenues
329
330
664
661
Corporate & Other revenues
5
5
11
10
Eliminations
—
(1
)
(1
)
(1
)
Total operating revenues
2,575
2,316
5,098
4,610
Net realized investment gains (losses)
(1
)
50
11
86
Total revenues
$
2,574
$
2,366
$
5,109
$
4,696
(1)
As of January 1, 2018, the Company adopted ASU 2014-09
Revenue Recognition (Topic 606): Revenue from Contracts with Customers
. See Note A to the Condensed Consolidated Financial Statements for additional information.
42
Table of Contents
Note
J
. Non-Insurance Revenues from Contracts with Customers
Non-Insurance revenue is recognized when obligations under the terms of a contract with a customer are satisfied; generally this occurs over time as obligations are fulfilled. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing services.
Deferred Non-Insurance Warranty Revenue
Non-insurance warranty revenue is primarily generated from separately-priced service contracts that provide mechanical breakdown and other coverages to vehicle or consumer goods owners. The warranty contracts generally provide coverage from
1 month
to
10 years
. For warranty products in which the Company acts as the principal in the transaction, Non-insurance warranty revenues are reported on a gross basis, with amounts billed to customers reported as Non-insurance warranty revenue and commissions paid to agents reported as Non-insurance warranty expense. Non-insurance warranty revenue is reported net of any premiums related to contractual liability coverage issued by the Company's insurance operations. Additionally, the Company provides warranty administration services for dealer and manufacturer obligor warranty products, which include limited warranties and guaranteed automobile protection waivers.
The Company recognizes Non-insurance warranty revenues over the service period in proportion to the actuarially determined expected claims emergence pattern. Customers pay in full at the inception of the warranty contract. A liability for deferred revenue is recorded when cash payments are received or due in advance of the Company's performance. The deferred revenue balance includes amounts which are refundable on a pro rata basis upon cancellation.
The Company had deferred non-insurance warranty revenue balances of
$2.9 billion
and
$3.2 billion
reported in Other liabilities as of
January 1, 2018
and
June 30, 2018
. The increase in the deferred revenue balance for the
six months ended June 30, 2018
was primarily driven by cash payments received or due in advance of satisfying the Company's performance obligations, offset by cancellations and revenues recognized during the period. For the
three and six months ended June 30, 2018
, the Company recognized
$213 million
and
$435 million
of revenues that were included in the deferred revenue balance as of January 1, 2018. For the
three and six months ended June 30, 2018
, Non-insurance warranty revenue recognized from performance obligations related to prior periods due to a change in estimate was not material. The Company expects to recognize approximately
$493 million
of the deferred revenue in the remainder of 2018,
$825 million
in 2019,
$656 million
in 2020, and
$1.2 billion
thereafter.
Cost to Obtain and Fulfill Non-Insurance Warranty Contracts with Customers
Dealers, retailers and agents earn commission for assisting the Company in obtaining non-insurance warranty contracts. Additionally, the Company utilizes a third-party to perform warranty administrator services for its consumer good warranties. These costs are deferred and recorded as Other assets. These costs are amortized to Non-insurance warranty expense consistent with how the related revenue is recognized.
A premium deficiency arises to the extent that estimated future costs associated with these contracts exceed unrecognized revenue. The Company evaluates deferred costs for recoverability as part of our premium deficiency assessment. Anticipated investment income is considered in the determination of the recoverability of deferred costs. If necessary, adjustments to deferred costs and a premium deficiency reserve, if any, are recorded in current period results of operations. No premium deficiency was recognized in the six months ended
June 30, 2018
.
As of
June 30, 2018
, capitalized commission costs were
$2.3 billion
and capitalized administrator service costs were
$19 million
. For the
three and six months ended June 30, 2018
, the amount of amortization of capitalized costs was
$164 million
and
$321 million
and there was no impairment loss related to the costs capitalized.
43
Table of Contents
Item 2. Management's Discussion and Analysis (MD&A) of Financial Condition and Results of Operations
OVERVIEW
The following discussion highlights significant factors affecting the Company. References to “we,” “our,” “us” or like terms refer to the business of CNA. Based on 2016 statutory net written premiums, we are the eighth largest commercial insurer in the United States of America.
The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements included under Part I, Item 1 of this Form 10-Q and Item 1A Risk Factors and Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations, which are included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended
December 31, 2017
.
We utilize the core income (loss) financial measure to monitor our operations. Core income (loss) is calculated by excluding from net income (loss) the after-tax effects of i) net realized investment gains or losses, ii) income or loss from discontinued operations, iii) any cumulative effects of changes in accounting guidance and iv) deferred tax asset and liability remeasurement as a result of an enacted U.S. Federal tax rate change. The calculation of core income (loss) excludes net realized investment gains or losses because net realized investment gains or losses are generally driven by economic factors that are not necessarily consistent with key drivers of underwriting performance, and are therefore not considered an indication of trends in insurance operations. Management monitors core income (loss) for each business segment to assess segment performance. Presentation of consolidated core income (loss) is deemed to be a non-GAAP financial measure. See further discussion regarding how we manage our business in Note
I
to the Condensed Consolidated Financial Statements included under Part I, Item 1. For reconciliations of non-GAAP measures to the most comparable GAAP measures and other information, please refer herein and/or to CNA's most recent 10-K on file with the Securities and Exchange Commission.
In evaluating the results of our Specialty, Commercial and International segments, we utilize the loss ratio, the expense ratio, the dividend ratio and the combined 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 insurance underwriting and acquisition expenses, including the amortization of deferred acquisition cost, to net earned premiums. The dividend ratio is the ratio of policyholders' dividends incurred to net earned premiums. The combined ratio is the sum of the loss, expense and dividend ratios. In addition we also utilize renewal premium change, rate, retention and new business in evaluating operating trends. Renewal premium change represents the estimated change in average premium on policies that renew, including rate and exposure changes. Rate represents the average change in price on policies that renew excluding exposure change. Exposure represents the measure of risk used in the pricing of the insurance product. Retention represents the percentage of premium dollars renewed in comparison to the expiring premium dollars from policies available to renew. Renewal premium change, rate and retention presented for the prior year are updated to reflect subsequent activity on policies written in the period. New business represents premiums from policies written with new customers and additional policies written with existing customers.
Changes in estimates of claim and claim adjustment expense reserves, net of reinsurance, for prior years are defined as net prior year loss reserve development within this MD&A. These changes can be favorable or unfavorable. Net prior year loss reserve development does not include the effect of related acquisition expenses. Further information on our reserves is provided in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
44
Table of Contents
CRITICAL ACCOUNTING ESTIMATES
The preparation of the Condensed Consolidated Financial Statements in conformity with 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 amount of revenues and expenses reported during the period. Actual results may differ from those estimates.
Our Condensed Consolidated Financial Statements 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 and Insurance Receivables
•
Valuation of Investments and Impairment of Securities
•
Long Term Care Policies
•
Income Taxes
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, equity, business, and insurer financial strength and corporate debt ratings. See the Critical Accounting Estimates section of our Management's Discussion and Analysis of Financial Condition and Results of Operations included under Item 7 of our Annual Report on Form 10-K for the year ended
December 31, 2017
for further information.
45
Table of Contents
CONSOLIDATED OPERATIONS
The following table includes the consolidated results of our operations including our financial measure, Core income (loss). For more detailed components of our business operations and discussion of the core income (loss) financial measure, see the segment sections within this MD&A. For further discussion of Net investment income and Net realized investment results, see the Investments section of this MD&A.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Operating Revenues
Net earned premiums
$
1,815
$
1,734
$
3,600
$
3,379
Net investment income
506
475
996
1,020
Non-insurance warranty revenue
248
98
486
191
Other revenues
6
9
16
20
Total operating revenues
2,575
2,316
5,098
4,610
Claims, Benefits and Expenses
Net incurred claims and benefits
1,321
1,275
2,654
2,564
Policyholders' dividends
6
5
12
9
Amortization of deferred acquisition costs
359
312
655
617
Other insurance related expenses
236
261
513
515
Non-insurance warranty expense
225
72
441
142
Other expenses
97
71
158
136
Total claims, benefits and expenses
2,244
1,996
4,433
3,983
Core income before income tax
331
320
665
627
Income tax expense on core income
(61
)
(81
)
(114
)
(153
)
Core income
270
239
551
474
Net realized investment (losses) gains
(1
)
50
11
86
Income tax benefit (expense) on net realized investment (losses) gains
1
(17
)
(1
)
(28
)
Net realized investment gains, after tax
—
33
10
58
Net income
$
270
$
272
$
561
$
532
Three Month Comparison
Core income increased
$31 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
. Excluding the favorable effect of the Federal corporate income tax rate change, core income for our Property & Casualty Operations increased approximately $3 million primarily due to higher net investment income driven by higher limited partnership returns. Excluding the unfavorable effect of the Federal corporate income tax rate change which reduced the income tax benefit, core income for our Life & Group segment was consistent with the prior period while core loss for our Corporate & Other segment increased approximately $5 million.
Pretax net catastrophe losses were
$26 million
and
$39 million
for the
three months ended June 30, 2018
and
2017
. Favorable net prior year loss reserve development of
$59 million
and
$55 million
was recorded in the
three months ended June 30, 2018
and
2017
related to our Specialty, Commercial, International and Corporate & Other segments. Further information on net prior year loss reserve development is in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
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Table of Contents
Six Month Comparison
Core income increased
$77 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
. Excluding the favorable effect of the Federal corporate income tax rate change, core income for our Property & Casualty Operations increased approximately $7 million due to improved underwriting results partially offset by lower net investment income driven by lower limited partnership returns. Excluding the unfavorable effect of the Federal corporate income tax rate change, core income for our Life & Group segment increased approximately $23 million while core loss for our Corporate & Other segment increased approximately $17 million.
Pretax net catastrophe losses were $
60 million
and
$73 million
for the
six months ended June 30, 2018
and
2017
. Favorable net prior year loss reserve development of
$98 million
and
$112 million
was recorded in the
six months ended June 30, 2018
and
2017
related to our Specialty, Commercial, International and Corporate & Other segments. Further information on net prior year loss reserve development is in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
47
Table of Contents
SEGMENT RESULTS
The following discusses the results of operations for our business segments. Our property and casualty commercial insurance operations are managed and reported in three business segments: Specialty, Commercial and International, which we refer to collectively as Property & Casualty Operations. Our operations outside of Property & Casualty Operations are managed and reported in two segments: Life & Group and Corporate & Other.
48
Table of Contents
Specialty
The following table details the results of operations for Specialty.
Periods ended June 30
Three Months
Six Months
(In millions, except ratios, rate, renewal premium change and retention)
2018
2017
2018
2017
Net written premiums
$
688
$
701
$
1,374
$
1,371
Net earned premiums
683
678
1,355
1,332
Net investment income
130
117
252
265
Core income
183
131
354
268
Other performance metrics:
Loss and loss adjustment expense ratio
54.6
%
58.1
%
55.4
%
59.6
%
Expense ratio
32.0
32.0
31.6
32.0
Dividend ratio
0.2
0.2
0.2
0.1
Combined ratio
86.8
%
90.3
%
87.2
%
91.7
%
Rate
2
%
1
%
2
%
1
%
Renewal premium change
4
3
3
4
Retention
82
89
84
88
New business
$
92
$
62
$
173
$
117
Three Month Comparison
Net written premiums for Specialty decreased
$13 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
driven by a higher level of ceded reinsurance to support growth in management liability and lower retention partially offset by higher new business and positive renewal premium change. The increase in net earned premiums was consistent with the trend in net written premiums in recent quarters.
Core income increased
$52 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
. Excluding the favorable effect of the Federal corporate income tax rate change, core income increased approximately $21 million due to improved underwriting results and higher net investment income driven by higher limited partnership returns.
The combined ratio improved
3.5
points for the
three months ended June 30, 2018
as compared with the same period in
2017
. The loss ratio improved
3.5
points primarily due to higher favorable net prior year loss reserve development and an improved current accident year loss ratio. Net catastrophe losses were
$3 million
, or
0.5
points of the loss ratio, for the
three months ended June 30, 2018
, as compared to
$5 million
, or
0.9
points of the loss ratio, for the
three months ended June 30, 2017
. The expense ratio for the
three months ended June 30, 2018
was consistent with the same period in
2017
.
Favorable net prior year loss reserve development of
$44 million
and
$23 million
was recorded for the
three months ended June 30, 2018
and
2017
. Further information on net prior year loss reserve development is in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
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Table of Contents
Six Month Comparison
Net written premiums for Specialty increased
$3 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
driven by higher new business and positive renewal premium change partially offset by a higher level of ceded reinsurance to support growth in management liability and lower retention. The increase in net earned premiums was consistent with the trend in net written premiums.
Core income increased
$86 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
. Excluding the favorable effect of the Federal corporate income tax rate change, core income increased approximately
$27 million
due to improved underwriting results driven by higher favorable net prior year loss reserve development.
The combined ratio improved
4.5
points for the
six months ended June 30, 2018
as compared with the same period in
2017
. The loss ratio improved
4.2
points primarily due to higher favorable net prior year loss reserve development and an improved current accident year loss ratio. Net catastrophe losses were
$6 million
, or
0.5
points of the loss ratio, for the
six months ended June 30, 2018
, as compared to
$9 million
, or
0.7
points of the loss ratio, for the
six months ended June 30, 2017
. The expense ratio decreased
0.4
points for the
six months ended June 30, 2018
as compared with the same period in
2017
driven by lower IT spend.
Favorable net prior year loss reserve development of
$74 million
and
$35 million
was recorded for the
six months ended June 30, 2018
and
2017
. Further information on net prior year loss reserve development is in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
The following table summarizes the gross and net carried reserves for Specialty.
(In millions)
June 30, 2018
December 31, 2017
Gross case reserves
$
1,694
$
1,742
Gross IBNR reserves
4,122
3,927
Total gross carried claim and claim adjustment expense reserves
$
5,816
$
5,669
Net case reserves
$
1,539
$
1,600
Net IBNR reserves
3,364
3,407
Total net carried claim and claim adjustment expense reserves
$
4,903
$
5,007
50
Table of Contents
Commercial
The following table details the results of operations for Commercial.
Periods ended June 30
Three Months
Six Months
(In millions, except ratios, rate, renewal premium change and retention)
2018
2017
2018
2017
Net written premiums
$
810
$
782
$
1,642
$
1,506
Net earned premiums
753
716
1,496
1,377
Net investment income
157
146
306
329
Core income
143
120
276
231
Other performance metrics:
Loss and loss adjustment expense ratio
62.4
%
59.6
%
62.7
%
61.7
%
Expense ratio
33.5
34.4
33.4
35.8
Dividend ratio
0.7
0.6
0.7
0.5
Combined ratio
96.6
%
94.6
%
96.8
%
98.0
%
Rate
1
%
0
%
1
%
0
%
Renewal premium change
4
3
3
3
Retention
85
86
85
86
New business
$
157
$
154
$
338
$
294
Three Month Comparison
Net written premiums for Commercial were
$28 million
higher for the
three months ended June 30, 2018
as compared with the same period in
2017
driven by positive renewal premium change and higher new business. The increase in net earned premiums was consistent with the trend in net written premiums.
Core income increased
$23
million for the
three months ended June 30, 2018
as compared with the same period in
2017
. Excluding the favorable effect of the Federal corporate income tax rate change, core income decreased approximately
$2 million
due to lower favorable net prior year loss reserve development partially offset by higher net investment income driven by improved limited partnership returns.
The combined ratio increased
2.0
points for the
three months ended June 30, 2018
as compared with the same period in 2017. The loss ratio increased
2.8
points driven by lower favorable net prior year loss reserve development and a higher number of large property losses. Net catastrophe losses were
$19
million, or
2.5
points of the loss ratio, for the
three months ended June 30, 2018
, as compared to $
35
million, or
4.7
points of the loss ratio, for the
three months ended June 30, 2017
. The expense ratio improved
0.9
points for the
three months ended June 30, 2018
as compared with the same period in 2017 driven by lower IT spend, lower employee costs and higher net earned premiums.
Favorable net prior year loss reserve development of
$13 million
and
$34 million
was recorded for the
three months ended June 30, 2018
and
2017
. Further information on net prior year loss reserve development is in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
51
Table of Contents
Six Month Comparison
Net written premiums for Commercial were
$136 million
higher for the
six months ended June 30, 2018
as compared with the same period in
2017
. The prior period included an unfavorable premium rate adjustment in Small Business which affected both net written premiums and net earned premiums as more fully discussed in Note
F
to the Condensed Consolidated Financial Statements under Part 1, Item 1. Excluding the Small Business premium rate adjustment, net written premiums increased $90 million driven by higher new business and positive renewal premium change. The increase in net earned premiums was consistent with the trend in net written premiums.
Core income increased
$45 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
. Excluding the favorable effect of the Federal corporate income tax rate change and the unfavorable Small Business premium rate adjustment in the prior period, core income decreased approximately $27 million due to lower favorable net prior year loss reserve development.
Excluding the impact of the Small Business premium rate adjustment, the combined ratio increased 1.3 points, driven by 4.1 points of less favorable net prior year loss reserve development. This was largely offset by a 1.4 point improvement in the current accident year loss ratio and a 1.6 point decrease in the expense ratio driven by higher net earned premiums and lower IT spend and employee costs. Net catastrophe losses were
$48 million
, or
3.2
points of the loss ratio, for the
six months ended June 30, 2018
, as compared to
$62 million
, or
4.3
points of the loss ratio, for the
six months ended June 30, 2017
.
Favorable net prior year loss reserve development of
$22 million
and
$77 million
was recorded for the
six months ended June 30, 2018
and
2017
. Further information on net prior year loss reserve development is in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
The following table summarizes the gross and net carried reserves for Commercial.
(In millions)
June 30, 2018
December 31, 2017
Gross case reserves
$
4,227
$
4,427
Gross IBNR reserves
4,372
4,337
Total gross carried claim and claim adjustment expense reserves
$
8,599
$
8,764
Net case reserves
$
3,906
$
4,103
Net IBNR reserves
4,043
4,033
Total net carried claim and claim adjustment expense reserves
$
7,949
$
8,136
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International
The following table details the results of operations for International.
Periods ended June 30
Three Months
Six Months
(In millions, except ratios, rate, renewal premium change and retention)
2018
2017
2018
2017
Net written premiums
$
271
$
219
$
566
$
457
Net earned premiums
248
206
484
403
Net investment income
15
13
29
25
Core (loss) income
(7
)
10
16
30
Other performance metrics:
Loss and loss adjustment expense ratio
66.8
%
62.8
%
63.7
%
60.6
%
Expense ratio
37.9
37.3
37.1
37.1
Combined ratio
104.7
%
100.1
%
100.8
%
97.7
%
Rate
3
%
0
%
3
%
0
%
Renewal premium change
8
3
6
2
Retention
73
82
78
80
New business
$
83
$
73
$
176
$
138
Three Month Comparison
Net written premiums for International increased
$52 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
. Excluding the effect of foreign currency exchange rates, net written premiums increased $42 million or 19% for the
three months ended June 30, 2018
as compared with the same period in
2017
driven by positive renewal premium change and higher new business. The increase in net earned premiums was
consistent with the trend in net written premiums.
Core results decreased
$17 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
driven by lower underwriting results. The effect of the Federal corporate income tax rate change was not significant.
The combined ratio increased
4.6
points for the
three months ended June 30, 2018
as compared with the same period in 2017. The loss ratio increased
4.0
points, primarily due to a higher current accident year loss ratio driven by a higher number of large property losses mainly in Canada. Net catastrophe losses were
$4 million
, or
1.6
points of the loss ratio, for the
three months ended June 30, 2018
. There were no net catastrophe losses for the
three months ended June 30, 2017
. The expense ratio increased
0.6
points for the
three months ended June 30, 2018
as compared with the same period in
2017
driven by higher acquisition expenses.
Favorable net prior year loss reserve development of
$2 million
was recorded for the
three months ended June 30, 2018
as compared with unfavorable net prior year loss reserve development of
$2 million
for the
three months ended June 30, 2017
. Further information on net prior year loss reserve development is in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
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Table of Contents
Six Month Comparison
Net written premiums for International increased
$109 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
. Excluding the effect of foreign currency exchange rates, net written premiums increased $79 million or 16% for the
six months ended June 30, 2018
as compared with the same period in
2017
driven by positive renewal premium change and higher new business. The increase in net earned premiums was
consistent with the trend in net written premiums.
Core income decreased
$14 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
driven by lower underwriting results. The effect of the Federal corporate income tax rate change was not significant.
The combined ratio increased
3.1
points for the
six months ended June 30, 2018
as compared with the same period in 2017. The loss ratio increased
3.1
points, primarily due to a higher current accident year loss ratio driven by a higher number of large property losses mainly in Canada and attritional losses in the U.K. Net catastrophe losses were
$6 million
, or
1.3
points of the loss ratio, for the
six months ended June 30, 2018
, as compared to
$2 million
, or
0.6
points of the loss ratio, for the
six months ended June 30, 2017
. The expense ratio was consistent for the
six months ended June 30, 2018
and
2017
.
Favorable net prior year loss reserve development of
$2 million
and nil was recorded for the
six months ended June 30, 2018
and
2017
. Further information on net prior year loss reserve development is in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
The following table summarizes the gross and net carried reserves for International.
(In millions)
June 30, 2018
December 31, 2017
Gross case reserves
$
831
$
744
Gross IBNR reserves
875
892
Total gross carried claim and claim adjustment expense reserves
$
1,706
$
1,636
Net case reserves
$
674
$
640
Net IBNR reserves
780
792
Total net carried claim and claim adjustment expense reserves
$
1,454
$
1,432
54
Table of Contents
Life & Group
The following table details the results of operations for Life & Group.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Net earned premiums
$
131
$
135
$
265
$
268
Net investment income
198
195
398
392
Core loss before income tax
(29
)
(31
)
(29
)
(64
)
Income tax benefit on core loss
19
36
33
73
Core (loss) income
(10
)
5
4
9
Three Month Comparison
Core results decreased
$15 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
. Excluding the unfavorable effect of the Federal corporate income tax rate change, core income was consistent with the prior period. Morbidity continues to trend in line with expectations. Persistency continues to benefit from a high proportion of policyholders choosing to reduce benefits in lieu of premium rate increases. However, the favorable persistency trend was offset this quarter when a significant number of policies converted to a fully paid-up status with modest future benefits following the termination of a large group account. The reserves associated with these converted policies were, on average, slightly higher than the previously recorded carried reserves, resulting in a negative financial impact for the
three months ended June 30, 2018
.
Six Month Comparison
Core income decreased
$5 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
. Excluding the unfavorable effect of the Federal corporate income tax rate change, core income increased approximately
$23 million
. While the drivers of core income for the six month period were generally consistent with the three month summary noted above, the favorability driven by policyholders choosing to reduce benefits in lieu of premium rate increases was greater because the trend positively impacted both quarters in the six month period.
55
Table of Contents
Corporate & Other
The following table details the results of operations for Corporate & Other.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Net investment income
$
6
$
4
$
11
$
9
Interest expense
34
39
68
77
Core loss
(39
)
(27
)
(99
)
(64
)
Three Month Comparison
Core loss increased
$12 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
. Excluding the unfavorable effect of the Federal corporate income tax rate change, core loss increased approximately
$5 million
driven by non-recurring costs of $23 million associated with the transition to a new IT infrastructure service provider. This was partially offset by a higher recognition of retroactive reinsurance deferred gain on the LPT due to higher net A&EP claim payments, as compared to the prior year period. The LPT is further discussed in Note
E
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
Six Month Comparison
Core loss increased
$35 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
. Excluding the unfavorable effect of the Federal corporate income tax rate change, core loss increased approximately
$17 million
driven by non-recurring costs of $23 million associated with the transition to a new IT infrastructure service provider and higher adverse net prior year reserve development recorded in 2018 for A&EP under the LPT, as compared to the prior year period.
The following table summarizes the gross and net carried reserves for Corporate & Other.
(In millions)
June 30, 2018
December 31, 2017
Gross case reserves
$
1,199
$
1,371
Gross IBNR reserves
1,148
1,065
Total gross carried claim and claim adjustment expense reserves
$
2,347
$
2,436
Net case reserves
$
92
$
94
Net IBNR reserves
109
111
Total net carried claim and claim adjustment expense reserves
$
201
$
205
56
Table of Contents
INVESTMENTS
Net Investment Income
The significant components of Net investment income are presented in the following table. Fixed income securities, as presented, include both fixed maturity and non-redeemable preferred stock.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Fixed income securities:
Taxable fixed income securities
$
354
$
353
$
704
$
701
Tax-exempt fixed income securities
100
106
205
214
Total fixed income securities
454
459
909
915
Limited partnership and common stock investments
42
16
73
106
Other, net of investment expense
10
—
14
(1
)
Pretax net investment income
$
506
$
475
$
996
$
1,020
Fixed income securities, after tax
$
375
$
333
$
752
$
664
Net investment income, after tax
416
344
821
733
Effective income yield for the fixed income securities portfolio, pretax
4.7
%
4.8
%
4.7
%
4.8
%
Effective income yield for the fixed income securities portfolio, after tax
3.9
%
3.4
%
3.9
%
3.4
%
Pretax net investment income increased
$31 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
. The increase was driven by limited partnership and common stock investments, which returned 1.8% in
2018
as compared with 0.7% in the prior year period. Net investment income, after tax, increased
$72 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
driven by the lower Federal corporate income tax rate and higher limited partnership returns.
Pretax net investment income decreased
$24 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
. The decrease was driven by limited partnership and common stock investments, which returned 3.0% in
2018
as compared with 4.5% in the prior year period. However, despite the decline in limited partnership income, net investment income, after tax, increased
$88 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
driven by the lower Federal corporate income tax rate.
57
Table of Contents
Net Realized Investment Gains (Losses)
The components of Net realized investment results are presented in the following table.
Periods ended June 30
Three Months
Six Months
(In millions)
2018
2017
2018
2017
Fixed maturity securities:
Corporate bonds and other
$
9
$
41
$
28
$
71
States, municipalities and political subdivisions
6
4
26
10
Asset-backed
(11
)
(1
)
(32
)
(5
)
Total fixed maturity securities
4
44
22
76
Non-redeemable preferred stock
(10
)
—
(25
)
—
Short term and other
5
6
14
10
Net realized investment (losses) gains
(1
)
50
11
86
Income tax benefit (expense) on net realized investment (losses) gains
1
(17
)
(1
)
(28
)
Net realized investment gains, after tax
$
—
$
33
$
10
$
58
Pretax net realized investment results decreased
$51 million
for the
three months ended June 30, 2018
as compared with the same period in
2017
. The decrease was driven by lower net realized gains on sales of securities and the decline in fair value of non-redeemable preferred stock.
Pretax net realized investment gains decreased
$75 million
for the
six months ended June 30, 2018
as compared with the same period in
2017
. The decrease was driven by lower net realized gains on sales of securities and the decline in fair value of non-redeemable preferred stock.
Further information on our realized gains and losses, including our OTTI losses, is set forth in Note
C
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
58
Table of Contents
Portfolio Quality
The following table presents the estimated fair value and net unrealized gains (losses) of our fixed maturity securities by rating distribution.
June 30, 2018
December 31, 2017
(In millions)
Estimated Fair Value
Net Unrealized Gains (Losses)
Estimated Fair Value
Net Unrealized Gains (Losses)
U.S. Government, Government agencies and Government-sponsored enterprises
$
4,392
$
(60
)
$
4,514
$
21
AAA
3,129
256
1,954
152
AA
6,868
538
8,982
914
A
8,914
618
9,643
952
BBB
13,643
461
13,554
1,093
Non-investment grade
2,849
54
2,840
140
Total
$
39,795
$
1,867
$
41,487
$
3,272
As of
June 30, 2018
and
December 31, 2017
,
3%
and 2% of our fixed maturity portfolio was rated internally.
The following table presents available-for-sale fixed maturity securities in a gross unrealized loss position by ratings distribution.
June 30, 2018
(In millions)
Estimated Fair Value
Gross Unrealized Losses
U.S. Government, Government agencies and Government-sponsored enterprises
$
3,380
$
84
AAA
411
10
AA
830
11
A
2,155
44
BBB
5,608
159
Non-investment grade
1,111
38
Total
$
13,495
$
346
The following table presents the maturity profile for these available-for-sale fixed maturity securities. Securities not due to mature on a single date are allocated based on weighted average life.
June 30, 2018
(In millions)
Estimated Fair Value
Gross Unrealized Losses
Due in one year or less
$
112
$
7
Due after one year through five years
2,198
32
Due after five years through ten years
9,532
254
Due after ten years
1,653
53
Total
$
13,495
$
346
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Duration
A primary objective in the management of the investment portfolio is to optimize return relative to corresponding 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 domestic and global economic conditions, are some of the factors that enter into an investment decision. We also continually monitor exposure to issuers of securities held and broader industry sector exposures and may from time to time adjust such exposures based on our views of a specific issuer or industry sector.
A further consideration in the management of the investment portfolio is the characteristics of the corresponding liabilities and the ability to align the duration of the portfolio to those liabilities and 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 typically long term in nature, we segregate investments for asset/liability management purposes. The segregated investments support the long term care and structured settlement liabilities in the Life & Group segment.
The effective durations of fixed income securities and short term investments are presented in the following table. Amounts presented are net of payable and receivable amounts for securities purchased and sold, but not yet settled.
June 30, 2018
December 31, 2017
(In millions)
Estimated Fair Value
Effective
Duration
(In years)
Estimated Fair Value
Effective
Duration
(In years)
Investments supporting Life & Group
$
16,260
8.2
$
16,797
8.4
Other investments
25,339
4.5
26,817
4.4
Total
$
41,599
5.9
$
43,614
5.9
The duration of the total portfolio is aligned with the cash flow characteristics of the underlying liabilities.
The investment portfolio is periodically analyzed for changes in duration and related price 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 the Quantitative and Qualitative Disclosures About Market Risk included under Item 7A of our Annual Report on Form 10-K for the year ended
December 31, 2017
.
Short Term Investments
The carrying value of the components of the Short term investments are presented in the following table.
(In millions)
June 30, 2018
December 31, 2017
Short term investments:
Commercial paper
$
1,019
$
905
U.S. Treasury securities
133
355
Money market funds
37
44
Other
119
132
Total short term investments
$
1,308
$
1,436
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LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Our primary 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, including interest expense on corporate debt. Additionally, cash may be paid or received for income taxes.
For the
six months ended June 30, 2018
, net cash provided by operating activities was
$354 million
as compared with
$515 million
for the same period in
2017
. The decrease in cash provided by operating activities was driven by a lower level of distributions on limited partnerships and higher net claim payments.
Cash flows from investing activities include the purchase and disposition of available-for-sale financial instruments and may include the purchase and sale of businesses, land, buildings, equipment and other assets not generally held for resale.
Net cash provided by investing activities was
$439 million
for the
six months ended June 30, 2018
, as compared with
$111 million
for the same period in
2017
. The cash flow from investing activities is affected by various factors such as the anticipated payment of claims, financing activity, asset/liability management and individual security buy and sell decisions made in the normal course of portfolio management.
Cash flows from financing activities may include proceeds from the issuance of debt and equity securities, outflows for stockholder dividends or repayment of debt and outlays to reacquire equity securities.
For the
six months ended June 30, 2018
, net cash used by financing activities was
$855 million
as compared with
$677 million
for the same period in
2017
. In the first quarter of 2018, we redeemed the $150 million outstanding aggregate principal balance of our 6.950% senior notes due January 15, 2018.
Common Stock Dividends
Dividends of $2.60 per share on our common stock, including a special dividend of $2.00 per share, were declared and paid during the
six months ended June 30, 2018
. On
July 27, 2018
, our Board of Directors declared a quarterly dividend of $0.35 per share, payable
August 29, 2018
to stockholders of record on
August 13, 2018
. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend on many factors, including our earnings, financial condition, business needs and regulatory constraints.
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Table of Contents
Liquidity
Later this year, management intends to pay down the $30 million of subordinated variable rate debt of Hardy due September 15, 2036. We believe that our present cash flows from operating, investing and financing activities are sufficient to fund our current and expected working capital and debt obligation needs and we do not expect this to change in the near term. There are currently no amounts outstanding under our $250 million senior unsecured revolving credit facility and no borrowings outstanding through our membership in the FHLBC.
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 by the Illinois Department of Insurance (the Department), are determined based on the greater of the prior year's statutory net income or 10% of statutory surplus as of the end of the prior year, as well as timing and amount of dividends paid in the preceding twelve months. Additionally, ordinary dividends may only be paid from earned surplus, which is calculated by removing unrealized gains from unassigned surplus. As of
June 30, 2018
CCC was in a positive earned surplus position. The maximum allowable dividend CCC could pay during
2018
that would not be subject to the Department's prior approval is $1,073 million, less dividends paid during the preceding twelve months measured at that point in time. CCC paid dividends of $180 million during the six months ended
December 31, 2017
and $770 million during the
six months ended June 30, 2018
. As of
June 30, 2018
CCC is able to pay approximately $123 million of dividends that would not be subject to prior approval of the Department. 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.
We have an effective automatic shelf registration statement under which we may publicly issue debt, equity or hybrid securities from time to time.
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ACCOUNTING STANDARDS UPDATE
For a discussion of Accounting Standards Updates adopted in the current period and that will be adopted in the future, see Note
A
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
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. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally 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 A&EP and other 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; volatility in investment returns; expected cost savings and other results from our expense reduction 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. These risks and uncertainties include, but are not limited to, the following:
Company-Specific Factors
•
the risks and uncertainties associated with our insurance reserves, as outlined in the Critical Accounting Estimates and the Reserves - Estimates and Uncertainties sections of our Annual Report on Form 10-K, including the sufficiency of the reserves and the possibility for future increases, which would be reflected in the results of operations in the period that the need for such adjustment is determined;
•
the risk that the other parties to the transaction in which, subject to certain limitations, we ceded our legacy A&EP liabilities will not fully perform their obligations to CNA, the uncertainty in estimating loss reserves for A&EP liabilities and the possible continued exposure of CNA to liabilities for A&EP claims that are not covered under the terms of the transaction;
•
the performance of reinsurance companies under reinsurance contracts with us; and
•
the risks and uncertainties associated with potential acquisitions and divestitures, including the consummation of such transactions, the successful integration of acquired operations and the potential for subsequent impairment of goodwill or intangible assets.
Industry and General Market Factors
•
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 underpriced accounts, to achieve premium targets and profitability and to realize growth and retention estimates;
•
general economic and business conditions, including recessionary conditions that may decrease the size and number of our insurance customers and create additional losses to our lines of business, especially those that provide management and professional liability insurance, as well as surety bonds, to businesses engaged in real estate, financial services and professional services and inflationary pressures on medical care costs, construction costs and other economic sectors that increase the severity of claims;
•
conditions in the capital and credit markets, including continuing uncertainty and instability in these markets, as well as the overall economy, and their impact on the returns, types, liquidity and valuation of our investments;
•
conditions in the capital and credit markets that may limit our ability to raise significant amounts of capital on favorable terms; and
•
the possibility of 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.
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Table of Contents
Regulatory Factors
•
regulatory initiatives and compliance with governmental regulations, judicial interpretations within the regulatory framework, including interpretation of policy provisions, decisions regarding coverage and theories of liability, legislative actions that increase claimant activity, trends in litigation and the outcome of any litigation involving us and rulings and changes in tax laws and regulations;
•
regulatory limitations, impositions and restrictions upon us, including with respect to our ability to increase premium rates, and the effects of assessments and other surcharges for guaranty funds and second-injury funds, other mandatory pooling arrangements and future assessments levied on insurance companies; and
•
regulatory limitations and restrictions, including limitations upon our ability to receive dividends from our insurance subsidiaries, imposed by regulatory authorities, including regulatory capital adequacy standards.
Impact of Catastrophic Events and Related Developments
•
weather and other natural physical events, including the severity and frequency of storms, hail, snowfall and other winter conditions, natural disasters such as hurricanes and earthquakes, as well as climate change, including effects on global weather patterns, greenhouse gases, sea, land and air temperatures, sea levels, rain, hail and snow;
•
regulatory requirements imposed by coastal state regulators in the wake of hurricanes or other natural disasters, including limitations on the ability to exit markets or to non-renew, cancel or change terms and conditions in policies, as well as mandatory assessments to fund any shortfalls arising from the inability of quasi-governmental insurers to pay claims;
•
man-made disasters, including the possible occurrence of terrorist attacks, the unpredictability of the nature, targets, severity or frequency of such events, and the effect of the absence or insufficiency of applicable terrorism legislation on coverages; and
•
the occurrence of epidemics.
Referendum on the United Kingdom's Membership in the European Union
•
in 2016, the United Kingdom (U.K.) held a referendum in which voters approved an exit from the European Union (E.U.), commonly referred to as "Brexit." As a result of the referendum, in 2017 the British government formally commenced the process to leave the E.U. and began negotiating the terms of treaties that will govern the U.K.'s future relationship with the E.U. Although the terms of any future treaties are unknown, we believe changes in our international operating platform will be required to allow us to continue to write business in the E.U. after the completion of Brexit. Therefore, we have begun the process of establishing a new European subsidiary in Luxembourg. As a result of these changes, the complexity and cost of regulatory compliance of our European business is likely to increase.
Our forward-looking statements speak only as of the date of the filing of this Quarterly Report on Form 10-Q 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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Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes in our market risk components for the
six months ended June 30, 2018
. See the Quantitative and Qualitative Disclosures About Market Risk included in Item 7A of our Annual Report on Form 10-K for the year ended
December 31, 2017
for further information. Additional information related to portfolio duration is discussed in the Investments section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part I, Item 2.
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, as amended (the “Exchange Act”), 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 Company's management on a timely basis to allow decisions regarding required disclosure.
As of
June 30, 2018
, the Company's management, including the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on this evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective as of
June 30, 2018
.
There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15
(f) and 15d-15(f) under the Exchange Act) during the quarter ended
June 30, 2018
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. Other Information
Item 1. Legal Proceedings
Information on our legal proceedings is set forth in Note
F
to the Condensed Consolidated Financial Statements included under Part I, Item 1.
Item 6. Exhibits
See Exhibit Index.
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Table of Contents
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 30, 2018
By
/s/ D. Craig Mense
D. Craig Mense
Executive Vice President and
Chief Financial Officer
(Duly authorized officer and principal financial officer)
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EXHIBIT INDEX
Description of Exhibit
Exhibit Number
Certification of Chief Executive Officer
31.1
Certification of Chief Financial Officer
31.2
Written Statement of the Chief Executive Officer of CNA Financial Corporation Pursuant to 18 U.S.C. Section 1350 (As adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
32.1
Written Statement of the Chief Financial Officer of CNA Financial Corporation Pursuant to 18 U.S.C. Section 1350 (As adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
32.2
XBRL Instance Document
101.INS
XBRL Taxonomy Extension Schema
101.SCH
XBRL Taxonomy Extension Calculation Linkbase
101.CAL
XBRL Taxonomy Extension Definition Linkbase
101.DEF
XBRL Taxonomy Label Linkbase
101.LAB
XBRL Taxonomy Extension Presentation Linkbase
101.PRE
68