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Cna Financial Corp – ‘10-K/A’ for 12/31/99

On:  Tuesday, 4/18/00, at 4:20pm ET   ·   For:  12/31/99   ·   Accession #:  950137-0-1742   ·   File #:  1-05823

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/00  Cna Financial Corp                10-K/A     12/31/99    1:25K                                    Bowne Boc/FA

Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Form 10-K                                10     43K 


Document Table of Contents

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11st Page   -   Filing Submission
3Item 1. Business
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================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 10-K/A AMENDMENT NO.1 TO FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NUMBER 1-5823 -------------- CNA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 36-6169860 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) CNA PLAZA CHICAGO, ILLINOIS 60685 (Address of principal executive offices) (Zip Code) (312) 822-5000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: THE REGISTRANT HEREBY AMENDS THE FOLLOWING ITEMS, FINANCIAL STATEMENTS, EXHIBITS OR OTHER PORTIONS OF ITS ANNUAL REPORT ON FORM 10-K, AS AMENDED FOR THE YEAR ENDED DECEMBER 31, 1999 AS SET FORTH IN THE PAGES ATTACHED HERETO. PART I: ITEM 1. BUSINESS. (TO CORRECT SCHEDULE OF PROPERTY/CASUALTY LOSS RESERVE DEVELOPMENT ON PAGE 8)
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CNA FINANCIAL CORPORATION INDEX TO AMENDMENT NO. 1 ANNUAL REPORT ON FORM 10-K/A FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 1999 Item Page Number PART I Number ------ ------ 1. Business................................................... 3 Signature.................................................. 10 2
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PART I ITEM 1. BUSINESS CNA Financial Corporation (CNAF or the Company) was incorporated in 1967 and is an insurance holding company whose primary subsidiaries consist of property/casualty and life insurance companies. Collectively CNAF and its subsidiaries are referred to as CNA. CNA's property/casualty insurance operations are conducted by Continental Casualty Company (CCC), incorporated 1897, and its affiliates, and The Continental Insurance Company (CIC), organized 1853, and its affiliates. Life insurance operations are conducted by Continental Assurance Company (CAC), incorporated 1911, and its life insurance affiliates. CIC became an affiliate of the Company in 1995 as a result of the acquisition of The Continental Corporation (Continental). The principal business of Continental is the ownership of a group of property and casualty insurance companies. CNA serves businesses and individuals with a broad range of insurance and other risk management products and services. Insurance products include property and casualty coverages; life, accident and health insurance; and pensions products and annuities. CNA services include risk management, information services, healthcare management and claims administration. CNA products are marketed through agents, brokers, managing general agents and direct sales. CNA's principal market is the United States. CNA conducts its operations through seven operating segments: Agency Market Operations, Specialty Operations, CNA Re, Global Operations, Risk Management, Group Operations and Life Operations. Discussions of each segment including the products offered, the customers served and the distribution channels used is set forth in the Management's Discussion and Analysis section of the 1999 Annual Report to Shareholders, incorporated by reference in Item 7, herein. On March 20, 2000 CCC proposed to CNA Surety Corporation (CNA Surety) that CCC make a cash tender offer at $13.00 per share for all shares of CNA Surety common stock not already owned by CCC and its affiliates. CCC and its affiliates owned approximately 63 percent of the outstanding shares of CNA Surety common stock on March 20, 2000. CCC intends to condition the tender offer upon receiving enough shares so that its ownership reaches at least 90 percent. If this ownership threshold is achieved, CCC would then acquire the remaining outstanding shares of CNA Surety common stock not tendered to CCC through a statutory "short-form" merger process. Stockholders who do not tender their shares to CCC during the tender offer would also receive $13.00 per share in cash for their stock in the short-form merger. COMPETITION Due to market pressures, the insurance environment remains intensely competitive. CNA competes with a large number of stock and mutual insurance companies and other entities for both producers and customers, and must continuously allocate resources to refine and improve its insurance products and services. There are approximately 3,400 individual companies that sell property/casualty insurance in the United States. CNAF's consolidated property/casualty subsidiaries ranked as the 5th largest property/casualty insurance organization based upon 1998 statutory net written premiums. There are approximately 1,500 companies selling life insurance in the United States. CAC is ranked as the 35th largest life insurance organization based on 1998 consolidated statutory premium volume. DIVIDENDS BY INSURANCE SUBSIDIARIES The payment of dividends to CNAF by its insurance subsidiaries without prior approval of the affiliates' domiciliary state insurance commissioners is limited by formula. This formula varies by state. The formula used by the majority of the states provides that the greater of 10% of prior year statutory surplus or prior year statutory net income, less the aggregate of all dividends paid during the twelve months prior to date of payment is available to be paid as a dividend to the parent company. Some states, however, have an additional stipulation that dividends cannot exceed prior year's surplus. Based upon the formulae applied by the respective domiciliary states of CNAF's 3
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insurance subsidiaries, approximately $887 million in dividends can be paid to CNAF by those subsidiaries in 2000 without prior approval. However, all dividends must be reported to the domiciliary insurance department prior to declaration and payment. REGULATION The insurance industry is subject to comprehensive and detailed regulation and supervision throughout the United States. Each state has established supervisory agencies with broad administrative powers relative to licensing insurers and agents, approving policy forms, establishing reserve requirements, fixing minimum interest rates for accumulation of surrender values and maximum interest rates of policy loans, prescribing the form and content of statutory financial reports, and regulating solvency and the type and amount of investments permitted. Such regulatory powers also extend to premium rate regulations which require that rates not be excessive, inadequate or unfairly discriminatory. In addition to regulation of dividends by insurance subsidiaries discussed above, intercompany transfers of assets may be subject to prior notice or approval by the state insurance regulator, depending on the size of such transfers and payments in relation to the financial position of the insurance affiliates making the transfer. Insurers are also required by the states to provide coverage to insureds who would not otherwise be considered eligible by the insurers. Each state dictates the types of insurance and the level of coverage which must be provided to such involuntary risks. CNA's share of these involuntary risks is mandatory and generally a function of its respective share of the voluntary market by line of insurance in each state. Reform of the U.S. tort liability system is another issue facing the insurance industry. Although federal standards would create more uniform laws, tort reform supporters still look primarily to the states for passage of reform measures. Over the last decade, many states have passed some type of reform, but more recently, a number of state courts have modified or overturned these reforms. Additionally, new causes of action and theories of damages continue to be proposed in state court actions or by legislatures. Continued unpredictability in the law means that insurance underwriting and rating is expected to be difficult in commercial lines, professional liability and some specialty coverages. Although the federal government and its regulatory agencies do not directly regulate the business of insurance, federal legislative and regulatory initiatives can impact the insurance business in a variety of ways. These initiatives and legislation include tort reform proposals; proposals to overhaul the Superfund hazardous waste removal and liability statute; financial services modernization legislation, which includes provisions to remove barriers that prevent banks from engaging in the insurance business; and various tax proposals affecting insurance companies. In the mid 1990's the National Association of Insurance Commissioners (NAIC) adopted risk based capital (RBC) requirements for both life insurance companies and property/casualty insurance companies. The requirements are to be utilized by state insurance departments as a minimum capital requirement identifying companies that merit further regulatory action. The formulae were not developed to differentiate adequately capitalized companies that operate with capital levels higher than the RBC requirements. Therefore, it is inappropriate and inadvisable to use the formulae to rate or rank insurers. At December 31, 1999 and 1998, all of the Company's life and property & casualty companies had adjusted capital in excess of amounts requiring any regulatory action. REINSURANCE Information as to CNA's reinsurance activities is set forth in Note G of the Consolidated Financial Statements of the 1999 Annual Report to Shareholders, incorporated by reference in Item 8, herein. 4
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EMPLOYEE RELATIONS As of December 31, 1999, CNA had approximately 19,600 full-time equivalent employees and has experienced satisfactory labor relations. CNA has never had work stoppages due to labor disputes. CNA has comprehensive benefit plans for substantially all of its employees, including retirement plans, savings plans, disability programs, group life programs and group health care programs. See Note I of the Consolidated Financial Statements of the 1999 Annual Report to Shareholders for further discussion, incorporated by reference in Item 8, herein. GOVERNMENT CONTRACTS CNA's premium revenue include premiums under contracts involving U.S. government employees and their dependents. Such premiums were approximately $2.1 billion, $2.0 billion and $2.1 billion in 1999, 1998 and 1997, respectively. BUSINESS SEGMENTS Information as to CNA's business segments is set forth in Note M of the Consolidated Financial Statements of the 1999 Annual Report to Shareholders, incorporated by reference in Item 8, herein. Additional information as to CNA's business segments is set forth in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the 1999 Annual Report to Shareholders, incorporated by reference in Item 7, herein. 5
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SUPPLEMENTARY INSURANCE DATA The following table sets forth supplementary insurance data. [Enlarge/Download Table] -------------------------------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31 1999 1998 1997 (In millions of dollars, except ratio information) -------------------------------------------------------------------------------------------------------- TRADE RATIOS - GAAP BASIS (A) Loss ratio............................... 87.1% 81.8% 77.1% Expense ratio............................ 32.4 33.6 31.3 Combined ratio (before policyholder dividends) 119.5 115.4 108.4 Policyholder dividend ratio.............. 0.3 1.1 0.5 TRADE RATIOS - STATUTORY BASIS (A) Loss ratio............................... 87.1% 81.5% 77.5% Expense ratio............................ 33.8 32.8 30.7 Combined ratio (before policyholder dividends) 120.9 114.3 108.2 Policyholder dividend ratio.............. 0.3 1.0 0.8 GROSS LIFE INSURANCE IN-FORCE Group.................................... $394,743 $317,720 $239,843 Life (c)................................. 75,247 76,674 71,755 -------- -------- -------- $469,990 $394,394 $311,598 ======== ======== ======== OTHER DATA - STATUTORY BASIS (B) Property/casualty capital and surplus*... $ 8,679 $ 7,623 $ 7,123 Life capital and surplus................. 1,222 1,109 1,223 Written premium to surplus ratio........ 1.1 1.4 1.4 Capital and surplus-percent of total liabilities.............................. 21.9% 20.5% 22.4% Participating policyholders-percent of gross life insurance in force.................. 0.5% 0.5% 0.7% -------------------------------------------------------------------------------------------------------- *Surplus includes equity of property/casualty companies' ownership in life insurance subsidiaries. (a) Trade ratios reflect the results of CNA's property/casualty insurance subsidiaries. Trade ratios are industry measures of property/casualty underwriting results. The loss ratio is the percentage of incurred claim and claim adjustment expenses to premiums earned. The expense ratio, using amounts determined in accordance with generally accepted accounting principles (GAAP), is the percentage of underwriting expenses, including the amortization of deferred acquisition costs, to premiums earned. The expense ratio, using amounts determined in accordance with statutory accounting practices, is the percentage of underwriting expenses (with no deferral of acquisition costs) to premiums written. The combined ratio is the sum of the loss and expense ratios. The policyholder dividend ratio is the ratio of dividends incurred to premiums earned. (b) Other data is determined in accordance with statutory accounting practices. Dividends of $570 million, $410 million and $175 million, were paid to CNAF by CCC in 1999, 1998 and 1997, respectively. Insurance subsidiaries have received, or will receive, reimbursement from CNAF for general management and administrative expenses, unallocated loss adjustment expenses and investment expenses of $203 million, $189 million and $217 million, in 1999, 1998 and 1997, respectively. Life statutory capital and surplus as a percent of total liabilities is determined after excluding Separate Account liabilities and reclassifying the statutorily required Asset Valuation and Interest Maintenance Reserves as surplus. (c) Lapse ratios for individual life insurance, as measured by surrenders and withdrawals as a percentage of average ordinary life insurance in force, were 10.9%, 14.7%, and 6.4% in 1999, 1998 and 1997, respectively. 6
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SUPPLEMENTARY INSURANCE DATA--(CONTINUED) The following table displays the distribution of gross written premiums for the CNA's property/casualty operations: [Enlarge/Download Table] ===================================================================================================== PERCENT OF TOTAL GROSS WRITTEN PREMIUM ---------------------------------------------- YEAR ENDED DECEMBER 31 1999 1998 1997 ----------------------------------------------------------------------------------------------------- New York........................................... 8.2% 9.5% 9.9% California......................................... 7.1 8.2 8.8 Texas.............................................. 5.7 6.0 6.2 Florida............................................ 4.6 4.6 4.8 Pennsylvania....................................... 4.3 4.7 5.1 New Jersey......................................... 3.8 4.4 4.3 Illinois........................................... 3.8 4.5 4.4 All other states, countries or political 46.5 48.0 48.0 subdivisions (a)................................... Reinsurance assumed................................ 16.0 10.1 8.5 ---------------------------------------------- 100.0% 100.0% 100.0% ===================================================================================================== (a) No other state, country or political subdivision accounts for more than 3.0% of gross written premium. Approximately 97% of CNA's premiums are derived from the United States. Premiums from any individual foreign country are not significant. PROPERTY/CASUALTY CLAIM AND CLAIM ADJUSTMENT EXPENSES The following loss reserve development table illustrates the change over time of reserves established for property/casualty claims and claim adjustment expenses at the end of the preceding eleven calendar years for CNA's property/casualty operations. The first section shows the reserves as originally reported at the end of the stated year. The second section, reading down, shows the cumulative amounts paid as of the end of successive years with respect to the originally reported reserve liability. The third section, reading down, shows re-estimates of the originally recorded reserve as of the end of each successive year, which is the result of the Company's property/casualty insurance subsidiaries' expanded awareness of additional facts and circumstances that pertain to the unsettled claims. The last section compares the latest re-estimated reserve to the reserve originally established, and indicates whether the original reserve was adequate or inadequate to cover the estimated costs of unsettled claims. 7
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PROPERTY/CASUALTY CLAIM AND CLAIM ADJUSTMENT EXPENSES--(CONTINUED) The loss reserve development table for property/casualty operations is cumulative and, therefore, ending balances should not be added since the amount at the end of each calendar year includes activity for both the current and prior years. [Enlarge/Download Table] ============================================================================================================================= SCHEDULE OF PROPERTY/CASUALTY LOSS RESERVE DEVELOPMENT CALENDAR YEAR ENDED 1989(A) 1990(A) 1991(A) 1992(A) 1993(A) 1994(A) 1995(B) 1996 1997(C) 1998(D) 1999(E) (In millions of dollars) ----------------------------------------------------------------------------------------------------------------------------- Gross reserves for unpaid claim and claim expenses.................. $20,812 $21,639 $31,044 $29,357 $28,533 $28,317 $26,631 Ceded recoverable......... 2,491 2,705 6,089 5,660 5,326 5,424 5,489 ------ ------ ------ ------ ------ ------ ------ Net reserves for unpaid claim and claim expenses..... $11,267 $13,090 $14,415 $17,167 18,321 18,934 24,955 23,697 23,207 22,893 21,142 ------- ------- ------- ------- ------ ------ ------ ------ ------ ------ ------ CUMULATIVE NET PAID AS OF: One year later............ 2,670 3,285 3,411 3,706 3,629 3,656 6,510 5,851 5,954 7,321 -- Two years later........... 4,724 5,623 6,024 6,354 6,143 7,087 10,485 9,796 11,394 -- -- Three years later......... 6,294 7,490 7,946 8,121 8,764 9,195 13,363 13,602 -- -- -- Four years later.......... 7,534 8,845 9,218 10,241 10,318 10,624 16,271 -- -- -- -- Five years later.......... 8,485 9,726 10,950 11,461 11,378 12,577 -- -- -- -- -- Six years later........... 9,108 11,207 11,951 12,308 13,100 -- -- -- -- -- -- Seven years later......... 10,393 12,023 12,639 13,974 -- -- -- -- -- -- -- Eight years later......... 11,086 12,592 14,271 -- -- -- -- -- -- -- -- Nine years later.......... 11,563 14,159 -- -- -- -- -- -- -- -- -- Ten years later........... 13,035 -- -- -- -- -- -- -- -- -- -- NET RESERVES RE-ESTIMATED AS OF: End of initial year....... 11,267 13,090 14,415 17,167 18,321 18,934 24,955 23,697 23,207 22,893 21,142 One year later............ 11,336 12,984 16,032 17,757 18,250 18,922 24,864 23,479 23,508 23,920 -- Two years later........... 11,371 14,693 16,810 17,728 18,125 18,500 24,294 23,140 23,717 -- -- Three years later......... 13,098 15,737 16,944 17,823 17,868 18,008 23,814 23,270 -- -- -- Four years later.......... 14,118 15,977 17,376 17,765 17,511 17,354 24,092 -- -- -- -- Five years later.......... 14,396 16,440 17,329 17,560 17,082 17,506 -- -- -- -- -- Six years later........... 14,811 16,430 17,293 17,285 17,176 -- -- -- -- -- -- Seven years later......... 14,810 16,551 17,069 17,398 -- -- -- -- -- -- -- Eight years later......... 14,995 16,487 17,189 -- -- -- -- -- -- -- -- Nine years later.......... 14,973 16,592 -- -- -- -- -- -- -- -- -- Ten years later........... 15,091 -- -- -- -- -- -- -- -- -- -- ------- ------- ------- ------- ------ ------ ------ ------ ------ ------ ------ Total net (deficiency) redundancy................ (3,824) (3,502) (2,774) (231) 1,145 1,428 863 427 (510) (1,027) -- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- Reconciliation to gross re-estimated reserves: Net reserves re-estimated. 15,091 16,592 17,189 17,398 17,176 17,506 24,092 23,270 23,717 23,920 -- Re-estimated ceded recoverable 1,547 1,858 6,020 5,285 4,547 4,472 -- ------ ------ ------ ------ ------ ------ ------ Total gross re-estimated reserves............... 18,723 19,364 30,112 28,555 28,264 28,392 -- ----------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------- Net (deficiency) redundancy related to: Asbestos claims (3,496) (3,365) (3,321) (1,633) (1,033) (999) (811) (910) (806) (560) -- Environmental claims... (978) (972) (929) (886) (445) (276) (197) (136) (138) 84 -- ------- ------- ------- ------- ------ ------ ------ ------ ------ ------ ------ Total asbestos and environmental............. (4,474) (4,337) (4,250) (2,519) (1,478) (1,275) (1,008) (1,046) (944) (476) -- Other claims.............. 650 835 1,476 2,288 2,623 2,703 1,871 1,473 434 (551) -- ------- ------- ------- ------- ------ ------ ------ ------ ------ ------ ------ Total net (deficiency) redundancy................ (3,824) (3,502) (2,774) (231) 1,145 1,428 863 427 (510) (1,027) -- ======= ======= ======= ======= ====== ====== ====== ====== ====== ======= ====== ----------------------------------------------------------------------------------------------------------------------------- (a) Reflects reserves of CNA's property/casualty insurance subsidiaries, excluding Continental reserves, which were acquired on May 10, 1995 (the Acquisition Date). Accordingly, the reserve development (net reserves recorded at the end of the year, as initially estimated, less net reserves re-estimated as of subsequent years) does not include Continental. (b) Includes Continental gross reserves of $9,713 million and net reserves of $6,063 million acquired on the Acquisition Date and subsequent development thereon. (c) Includes net and gross reserves of acquired companies of $57 million and $64 million. (d) Includes net and gross reserves of acquired companies of $122 million and $223 million. (e) Ceded recoverable excludes reserves transferred under retroactive reinsurance agreements of $784 million as of December 31, 1999. 8
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PROPERTY/CASUALTY CLAIM AND CLAIM ADJUSTMENT EXPENSES--(CONTINUED) Additional information as to CNA's property/casualty claim and claim expense reserves and reserve development is set forth in Notes A and E of the Consolidated Financial Statements of the 1999 Annual Report to Shareholders, incorporated by reference in Item 8, herein. INVESTMENTS Information as to the Company's investments is set forth in Notes B and C of the Consolidated Financial Statements of the 1999 Annual Report to Shareholders, incorporated by reference in Item 8, herein. Additional information as to the Company's investments is set forth in the Management's Discussion and Analysis section of the 1999 Annual Report to Shareholders, incorporated by reference in Item 7, herein. 9
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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 By Robert V. Deutsch ----------------------------------- Robert V. Deutsch Senior Vice President and Chief Financial Officer (Principal Accounting Officer) Date: April 18, 2000 10

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For Period End:12/31/991810-K,  13F-HR,  13F-HR/A
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