CNA 2014 Q1


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 March 31, 2014
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.)
333 S. Wabash
Chicago, Illinois
(Address of principal executive offices)
 
60604
(Zip Code)
(312) 822-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 [ ]
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 April 25, 2014
Common Stock, Par value $2.50
 
269,924,573




Item Number
PART I. Financial Information
Page
Number
1.
 
 
 
 
 
 
 
2.
3.
4.
 
PART II. Other Information
 
1.
4.
6.


2

Table of Contents

Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements
CNA Financial Corporation
Condensed Consolidated Statements of Operations (Unaudited)
Three months ended March 31
 
 
 
(In millions, except per share data)
2014
 
2013
Revenues
 
 
 
Net earned premiums
$
1,806

 
$
1,764

Net investment income
526

 
591

Net realized investment gains (losses):

 

Other-than-temporary impairment losses
(2
)
 
(18
)
Portion of other-than-temporary impairments recognized in Other comprehensive income

 

Net other-than-temporary impairment losses recognized in earnings
(2
)
 
(18
)
Other net realized investment gains
48

 
41

Net realized investment gains
46

 
23

Other revenues
85

 
77

Total revenues
2,463

 
2,455

Claims, Benefits and Expenses
 
 
 
Insurance claims and policyholders’ benefits
1,446

 
1,396

Amortization of deferred acquisition costs
329

 
328

Other operating expenses
346

 
340

Interest
44

 
42

Total claims, benefits and expenses
2,165

 
2,106

Income from continuing operations before income tax
298

 
349

Income tax expense
(78
)
 
(108
)
Income from continuing operations
220

 
241

(Loss) income from discontinued operations, net of income tax benefit (expense) of $38 and $(5)
(207
)
 
9

Net income
$
13

 
$
250

 
 
 
 
Basic Earnings Per Share
 
 
 
Income from continuing operations
$
0.82

 
$
0.89

(Loss) income from discontinued operations
(0.77
)
 
0.04

Basic earnings per share
$
0.05

 
$
0.93

 
 
 
 
Diluted Earnings Per Share
 
 
 
Income from continuing operations
$
0.81

 
$
0.89

(Loss) income from discontinued operations
(0.76
)
 
0.04

Diluted earnings per share
$
0.05

 
$
0.93

 
 
 
 
Dividends per share
$
1.25

 
$
0.20

 
 
 
 
Weighted Average Outstanding Common Stock and Common Stock Equivalents
 
 
 
Basic
269.8

 
269.5

Diluted
270.5

 
269.9


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 (Unaudited)
Three months ended March 31
 
 
 
(In millions)
2014
 
2013
Other Comprehensive Income (Loss), Net of Tax
 
 
 
Changes in:
 
 
 
Net unrealized gains on investments with other-than-temporary impairments
$
12

 
$
14

Net unrealized gains (losses) on other investments
237

 
(62
)
Net unrealized gains (losses) on investments
249

 
(48
)
Net unrealized gains (losses) on discontinued operations
8

 

Foreign currency translation adjustment
(8
)
 
(61
)
Pension and postretirement benefits
1

 
5

Other comprehensive income (loss), net of tax
250

 
(104
)
Net income
13

 
250

Total comprehensive income
$
263

 
$
146

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 (Unaudited)
 
 
 
 
(In millions, except share data)
March 31,
2014
 
December 31,
2013
Assets
 
 
 
Investments:
 
 
 
Fixed maturity securities at fair value (amortized cost of $36,913 and $39,311)
$
39,415

 
$
41,233

Equity securities at fair value (cost of $163 and $179)
174

 
185

Limited partnership investments
2,799

 
2,720

Other invested assets
55

 
54

Mortgage loans
495

 
508

Short term investments
2,070

 
1,407

Total investments
45,008

 
46,107

Cash
206

 
195

Reinsurance receivables (less allowance for uncollectible receivables of $65 and $71)
5,034

 
6,017

Insurance receivables (less allowance for uncollectible receivables of $82 and $84)
2,050

 
1,979

Accrued investment income
437

 
443

Deferred acquisition costs
652

 
624

Deferred income taxes
48

 
220

Property and equipment at cost (less accumulated depreciation of $367 and $365)
293

 
304

Goodwill
155

 
155

Assets held for sale
3,486

 

Other assets
855

 
969

Separate account business

 
181

Total assets
$
58,224

 
$
57,194

Liabilities
 

 
 

Insurance reserves:
 

 
 

Claim and claim adjustment expenses
$
23,933

 
$
24,089

Unearned premiums
3,838

 
3,718

Future policy benefits
8,254

 
10,471

Policyholders’ funds
26

 
116

Short term debt
549

 
549

Long term debt
2,558

 
2,011

Liabilities held for sale
3,250

 

Other liabilities (includes $3 and $178 due to Loews Corporation)
3,234

 
3,408

Separate account business

 
181

Total liabilities
45,642

 
44,543

Commitments and contingencies (Notes C, G and J)


 


Stockholders' Equity
 

 
 

Common stock ($2.50 par value; 500,000,000 shares authorized; 273,040,243 shares issued; 269,923,905 and 269,717,583 shares outstanding)
683

 
683

Additional paid-in capital
2,144

 
2,145

Retained earnings
9,170

 
9,495

Accumulated other comprehensive income
692

 
442

Treasury stock (3,116,338 and 3,322,660 shares), at cost
(85
)
 
(91
)
Notes receivable for the issuance of common stock
(22
)
 
(23
)
Total stockholders’ equity
12,582

 
12,651

Total liabilities and stockholders' equity
$
58,224

 
$
57,194

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)
Three months ended March 31
 
 
 
(In millions)
2014
 
2013
Cash Flows from Operating Activities
 
 
 
Net income
$
13

 
$
250

Adjustments to reconcile net income to net cash flows provided by operating activities:
 
 
 
Impairment loss on pending sale of subsidiary
255

 

Deferred income tax expense
25

 
99

Trading portfolio activity
21

 
(48
)
Net realized investment gains
(47
)
 
(28
)
Equity method investees
132

 
(91
)
Amortization of investments
(1
)
 
(10
)
Depreciation and amortization
20

 
33

Changes in:
 
 
 
Receivables, net
126

 
(20
)
Accrued investment income
(36
)
 
(42
)
Deferred acquisition costs
(21
)
 
(40
)
Insurance reserves
85

 
79

Other assets
(35
)
 
(20
)
Other liabilities
(372
)
 
16

Other, net
3

 
13

Total adjustments
155

 
(59
)
Net cash flows provided by operating activities
168

 
191

Cash Flows from Investing Activities
 

 
 

Dispositions:
 
 
 
Fixed maturity securities - sales
1,550

 
1,409

Fixed maturity securities - maturities, calls and redemptions
851

 
866

Equity securities
11

 
51

Limited partnerships
68

 
58

Mortgage loans
13

 
1

Purchases:
 
 
 
Fixed maturity securities
(2,072
)
 
(2,720
)
Equity securities
(5
)
 
(12
)
Limited partnerships
(73
)
 
(41
)
Mortgage loans

 
(25
)
Change in other investments

 
3

Change in short term investments
(688
)
 
264

Purchases of property and equipment
(10
)
 
(21
)
Other, net
1

 
6

Net cash flows used by investing activities
(354
)
 
(161
)
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements (Unaudited).

6

Table of Contents

Three months ended March 31
 
 
 
(In millions)
2014
 
2013
Cash Flows from Financing Activities
 
 
 
Dividends paid to common stockholders
(338
)
 
(55
)
Proceeds from the issuance of debt
546

 

Stock options exercised
4

 
1

Other, net
(2
)
 
(2
)
Net cash flows provided (used) by financing activities
210

 
(56
)
Effect of foreign exchange rate changes on cash
1

 
(7
)
Transfer of cash to assets held for sale
(14
)
 

Net change in cash
11

 
(33
)
Cash, beginning of year
195

 
156

Cash, end of period
$
206

 
$
123

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)
Three months ended March 31
 
 
 
(In millions)
2014
 
2013
Common Stock
 
 
 
Balance, beginning of period
$
683

 
$
683

Balance, end of period
683

 
683

Additional Paid-in Capital
 
 
 
Balance, beginning of period
2,145

 
2,146

Stock-based compensation
(1
)
 
(8
)
Balance, end of period
2,144

 
2,138

Retained Earnings
 
 
 
Balance, beginning of period
9,495

 
8,774

Dividends paid to common stockholders
(338
)
 
(55
)
Net income
13

 
250

Balance, end of period
9,170

 
8,969

Accumulated Other Comprehensive Income
 
 
 
Balance, beginning of period
442

 
831

Other comprehensive income (loss)
250

 
(104
)
Balance, end of period
692

 
727

Treasury Stock
 
 
 
Balance, beginning of period
(91
)
 
(99
)
Stock-based compensation
6

 
7

Balance, end of period
(85
)
 
(92
)
Notes Receivable for the Issuance of Common Stock
 
 
 
Balance, beginning of period
(23
)
 
(21
)
Decrease in notes receivable for the issuance of common stock
1

 
1

Balance, end of period
(22
)
 
(20
)
Total Stockholders’ Equity
$
12,582

 
$
12,405

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
Note A. General
Basis of Presentation
The Condensed Consolidated Financial Statements (Unaudited) 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 90% of the outstanding common stock of CNAF as of March 31, 2014.
The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Certain financial information that is normally included in annual financial statements, including certain financial statement notes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted. These statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in CNAF's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2013, 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 periods. Actual results may differ from those estimates.
The interim financial data as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 is unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of normal recurring accruals, necessary for a fair statement of the 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. Intercompany amounts have been eliminated.
Sale of Continental Assurance Company (CAC)
On February 10, 2014, the Company entered into a definitive agreement to sell the majority of its run-off annuity and pension deposit business through the sale of the common stock of CAC. The sale is subject to regulatory approvals and other customary closing conditions and is expected to close in the second quarter of 2014. The business being sold, which was previously reported within the Life & Group Non-Core segment, is now reported as discontinued operations and assets and liabilities held for sale. The Company has elected not to present these assets and liabilities as held for sale on the comparative Condensed Consolidated Balance Sheet. Further information on the assets and liabilities held for sale and discontinued operations is provided in Note M to the Condensed Consolidated Financial Statements.
The definitive agreement provides for a pre-close dividend by CAC and also includes a 100% coinsurance agreement on a separate small block of annuity business outside of CAC. The assets and liabilities related to the coinsurance agreement and the assets related to the estimated dividend do not qualify as held for sale presentation, therefore they are not reflected as held for sale on the Condensed Consolidated Balance Sheet.


9

Table of Contents

Note B. Earnings Per Share
Earnings 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 months ended March 31, 2014 and 2013, approximately 660 thousand and 372 thousand potential shares attributable to exercises under stock-based employee compensation plans were included in the calculation of diluted earnings per share. For those same periods, approximately 110 thousand and 335 thousand potential shares attributable to exercises under stock-based employee compensation plans were not included in the calculation of diluted earnings per share because the effect would have been antidilutive.


10

Table of Contents

Note C. Investments
The significant components of net investment income are presented in the following table.
Net Investment Income
Three months ended March 31
 
 
 
(In millions)
2014
 
2013
Fixed maturity securities
$
452

 
$
457

Short term investments
1

 
1

Limited partnership investments
73

 
131

Equity securities
2

 
3

Mortgage loans
6

 
5

Trading portfolio
3

 
5

Other
2

 
1

Gross investment income
539

 
603

Investment expense
(13
)
 
(12
)
Net investment income
$
526

 
$
591

Net realized investment gains (losses) are presented in the following table.
Net Realized Investment Gains (Losses)
Three months ended March 31
 
 
 
(In millions)
2014
 
2013
Net realized investment gains (losses):
 
 
 
Fixed maturity securities:
 
 
 
Gross realized gains
$
53

 
$
39

Gross realized losses
(15
)
 
(12
)
Net realized investment gains (losses) on fixed maturity securities
38

 
27

Equity securities:
 
 
 

Gross realized gains
5

 
2

Gross realized losses

 
(15
)
Net realized investment gains (losses) on equity securities
5

 
(13
)
Derivatives

 
2

Short term investments and other
3

 
7

Net realized investment gains (losses)
$
46

 
$
23

The components of net other-than-temporary impairment (OTTI) losses recognized in earnings by asset type are summarized in the following table.
Three months ended March 31
 
 
 
(In millions)
2014
 
2013
Fixed maturity securities available-for-sale:
 
 
 
Corporate and other bonds
$
1

 
$
3

Asset-backed - residential mortgage-backed
1

 

Total fixed maturity securities available-for-sale
2

 
3

Equity securities available-for-sale:
 
 
 
Preferred stock

 
15

Net OTTI losses recognized in continuing earnings
$
2

 
$
18


11

Table of Contents

The following tables provide a summary of fixed maturity and equity securities.
Summary of Fixed Maturity and Equity Securities
March 31, 2014
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
$
17,265

 
$
1,612

 
$
56

 
$
18,821

 
$

States, municipalities and political subdivisions
11,113

 
871

 
129

 
11,855

 

Asset-backed:
 
 
 
 
 
 
 
 
 
Residential mortgage-backed
4,854

 
156

 
66

 
4,944

 
(47
)
Commercial mortgage-backed
1,974

 
92

 
13

 
2,053

 
(3
)
Other asset-backed
966

 
12

 
2

 
976

 

Total asset-backed
7,794

 
260

 
81

 
7,973

 
(50
)
U.S. Treasury and obligations of government-sponsored enterprises
135

 
7

 
1

 
141

 

Foreign government
559

 
18

 
1

 
576

 

Redeemable preferred stock
32

 
2

 

 
34

 

Total fixed maturity securities available-for-sale
36,898

 
2,770

 
268

 
39,400

 
$
(50
)
Total fixed maturity securities trading
15

 

 

 
15

 
 
Equity securities available-for-sale:
 
 
 
 
 
 
 
 
 
Common stock
33

 
9

 

 
42

 
 
Preferred stock
130

 
2

 

 
132

 
 
Total equity securities available-for-sale
163

 
11

 

 
174

 
 
Total
$
37,076

 
$
2,781

 
$
268

 
$
39,589

 
 
December 31, 2013
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
$
19,352

 
$
1,645

 
$
135

 
$
20,862

 
$

States, municipalities and political subdivisions
11,281

 
548

 
272

 
11,557

 

Asset-backed:
 
 
 
 
 
 
 
 
 
Residential mortgage-backed
4,940

 
123

 
92

 
4,971

 
(37
)
Commercial mortgage-backed
1,995

 
90

 
22

 
2,063

 
(3
)
Other asset-backed
945

 
13

 
3

 
955

 

Total asset-backed
7,880

 
226

 
117

 
7,989

 
(40
)
U.S. Treasury and obligations of government-sponsored enterprises
139

 
6

 
1

 
144

 

Foreign government
531

 
15

 
3

 
543

 

Redeemable preferred stock
92

 
10

 

 
102

 

Total fixed maturity securities available-for-sale
39,275

 
2,450

 
528

 
41,197

 
$
(40
)
Total fixed maturity securities trading
36

 

 

 
36

 
 
Equity securities available-for-sale:
 
 
 
 
 
 
 
 
 
Common stock
36

 
9

 

 
45

 
 
Preferred stock
143

 
1

 
4

 
140

 
 
Total equity securities available-for-sale
179

 
10

 
4

 
185

 
 
Total
$
39,490

 
$
2,460

 
$
532

 
$
41,418

 
 

12

Table of Contents

The net unrealized gains on investments included in the tables above are recorded as a component of Accumulated other comprehensive income (AOCI). When presented in AOCI, these amounts are net of tax and any required Shadow Adjustments. At March 31, 2014 and December 31, 2013, the net unrealized gains on investments included in AOCI were net of after-tax Shadow Adjustments of $712 million and $532 million. To the extent that unrealized gains on fixed income securities supporting certain products within the Life & Group Non-Core segment would result in a premium deficiency if realized, a related decrease in Deferred acquisition costs and/or increase in Insurance reserves are recorded, net of tax, as a reduction of net unrealized gains through Other comprehensive income (loss) (Shadow Adjustments).


13

Table of Contents

The following tables summarize the estimated fair value and gross unrealized losses of available-for-sale 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.
Securities in a Gross Unrealized Loss Position
 
Less than 12 Months
 
12 Months or Longer
 
Total
March 31, 2014
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
$
2,002

 
$
48

 
$
109

 
$
8

 
$
2,111

 
$
56

States, municipalities and political subdivisions
1,397

 
56

 
244

 
73

 
1,641

 
129

Asset-backed:
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed
739

 
13

 
347

 
53

 
1,086

 
66

Commercial mortgage-backed
515

 
12

 
91

 
1

 
606

 
13

Other asset-backed
167

 
2

 
3

 

 
170

 
2

Total asset-backed
1,421

 
27

 
441

 
54

 
1,862

 
81

U.S. Treasury and obligations of government-sponsored enterprises
6

 
1

 
3

 

 
9

 
1

Foreign government
61

 
1

 
4

 

 
65

 
1

Total fixed maturity securities available-for-sale
4,887

 
133

 
801

 
135

 
5,688

 
268

Equity securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
16

 

 

 

 
16

 

Total
$
4,903

 
$
133

 
$
801

 
$
135

 
$
5,704

 
$
268

 
Less than 12 Months
 
12 Months or Longer
 
Total
December 31, 2013
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
$
3,592

 
$
129

 
$
72

 
$
6

 
$
3,664

 
$
135

States, municipalities and political subdivisions
3,251

 
197

 
129

 
75

 
3,380

 
272

Asset-backed:
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed
1,293

 
29

 
343

 
63

 
1,636

 
92

Commercial mortgage-backed
640

 
22

 

 

 
640

 
22

Other asset-backed
269

 
3

 

 

 
269

 
3

Total asset-backed
2,202

 
54

 
343

 
63

 
2,545

 
117

U.S. Treasury and obligations of government-sponsored enterprises
13

 
1

 

 

 
13

 
1

Foreign government
111

 
3

 

 

 
111

 
3

Total fixed maturity securities available-for-sale
9,169

 
384

 
544

 
144

 
9,713

 
528

Equity securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Preferred stock
87

 
4

 

 

 
87

 
4

Total
$
9,256

 
$
388

 
$
544

 
$
144

 
$
9,800

 
$
532





14

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Based on current facts and circumstances, the Company believes the unrealized losses presented in the March 31, 2014 Securities in a Gross Unrealized Loss Position table above, are primarily attributable to broader economic conditions, changes in interest rates and credit spreads, market illiquidity and other market factors, but are not indicative of the ultimate collectibility of the current amortized cost of the securities. The investments with longer duration, primarily included within the states, municipalities and political subdivision asset category, were more significantly affected by changes in market interest rates. The Company has no current intent to sell these securities, 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 at March 31, 2014.
The following table summarizes the activity for the three months ended March 31, 2014 and 2013 related to the pretax credit loss component reflected in Retained earnings on fixed maturity securities still held at March 31, 2014 and 2013 for which a portion of an OTTI loss was recognized in Other comprehensive income (loss).
Three months ended March 31
 
 
 
(In millions)
2014
 
2013
Beginning balance of credit losses on fixed maturity securities
$
74

 
$
95

Reductions for securities sold during the period
(2
)
 
(3
)
Reductions for securities the Company intends to sell or more likely than not will be required to sell
(3
)
 

Ending balance of credit losses on fixed maturity securities
$
69

 
$
92

Contractual Maturity
The following table summarizes available-for-sale fixed maturity securities by contractual maturity at March 31, 2014 and December 31, 2013. Actual maturities may differ from contractual maturities because certain securities may be called or prepaid with or without call or prepayment penalties. Securities not due at a single date are allocated based on weighted average life.
Contractual Maturity
 
March 31, 2014
 
December 31, 2013
(In millions)
Cost or
Amortized
Cost
 
Estimated
Fair
Value
 
Cost or
Amortized
Cost
 
Estimated
Fair
Value
Due in one year or less
$
2,684

 
$
2,729

 
$
2,420

 
$
2,455

Due after one year through five years
8,839

 
9,401

 
9,496

 
10,068

Due after five years through ten years
11,455

 
11,876

 
11,667

 
11,954

Due after ten years
13,920

 
15,394

 
15,692

 
16,720

Total
$
36,898

 
$
39,400

 
$
39,275

 
$
41,197

Investment Commitments
As of March 31, 2014, the Company had committed approximately $384 million to future capital calls from various third-party limited partnership investments in exchange for an ownership interest in the related partnerships.
As of March 31, 2014, the Company had mortgage loan commitments of $59 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. As of March 31, 2014, the Company had commitments to purchase or fund additional amounts of $154 million and sell $180 million under the terms of such securities.


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Table of Contents

Note D. Derivative Financial Instruments
Gross estimated fair values of derivative positions are presented in Other invested assets and Other liabilities on the Condensed Consolidated Balance Sheets. There would be no significant difference in the balance included in such accounts if the estimated fair values were presented net at March 31, 2014 and December 31, 2013. The contractual or notional amounts for derivatives are used to calculate the exchange of contractual payments under the agreements and may not be representative of the potential for gain or loss on these instruments.
Derivative Financial Instruments
March 31, 2014
Contractual/
Notional
Amount
 
Estimated Fair Value
(In millions)
 
Asset
 
(Liability)
Without hedge designation
 
 
 
 
 
Equity warrants
$
5

 
$

 
$


December 31, 2013
Contractual/
Notional
Amount
 
Estimated Fair Value
(In millions)
 
Asset
 
(Liability)
Without hedge designation
 
 
 
 
 
Equity warrants
$
5

 
$

 
$


During the three months ended March 31, 2014, new derivative transactions entered into and termination activity each totaled $67 million in notional value. This activity was primarily attributable to interest rate futures. During the three months ended March 31, 2013, new derivative transactions entered into totaled $604 million in notional value while derivative termination activity totaled $542 million. This activity was primarily attributable to forward commitments for mortgage-backed securities, interest rate futures and foreign currency forwards.

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Table of Contents

Note E. 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 methodologies 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 methodologies 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 include i) the review of pricing service or broker pricing methodologies, ii) back-testing, where past fair value estimates are compared to actual transactions executed in the market on similar dates, iii) exception reporting, where changes in price, period-over-period, 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.

17

Table of Contents

Assets and Liabilities Measured at Fair Value
Assets and liabilities measured at fair value on a recurring and nonrecurring basis are summarized below.
March 31, 2014
 
 
 
 
 
 
Total
Assets/(Liabilities)
at Fair Value
(In millions)
Level 1
 
Level 2
 
Level 3
 
Assets
 
 
 
 
 
 
 
Fixed maturity securities:
 
 
 
 
 
 
 
Corporate and other bonds
$
24

 
$
18,623

 
$
189

 
$
18,836

States, municipalities and political subdivisions

 
11,769

 
86

 
11,855

Asset-backed:
 
 
 
 
 
 
 
Residential mortgage-backed

 
4,585

 
359

 
4,944

Commercial mortgage-backed

 
1,927

 
126

 
2,053

Other asset-backed

 
537

 
439

 
976

Total asset-backed

 
7,049

 
924

 
7,973

U.S. Treasury and obligations of government-sponsored enterprises
135

 
6

 

 
141

Foreign government
76

 
500

 

 
576

Redeemable preferred stock
23

 
11

 

 
34

Total fixed maturity securities
258

 
37,958

 
1,199

 
39,415

Equity securities
117

 
55

 
2

 
174

Other invested assets

 
55

 

 
55

Short term investments
1,353

 
651

 

 
2,004

Life settlement contracts, included in Other assets

 

 
87

 
87

     Total recurring basis assets
1,728

 
38,719

 
1,288

 
41,735

Assets held for sale - nonrecurring basis


3,486

 

 
3,486

Total assets
$
1,728

 
$
42,205

 
$
1,288

 
$
45,221

Liabilities
 
 
 
 
 

 
 

Liabilities held for sale - nonrecurring basis
$

 
$
3,250

 
$

 
$
3,250

Total liabilities
$

 
$
3,250

 
$

 
$
3,250


18

Table of Contents

December 31, 2013
 
 
 
 
 
 
Total
Assets/(Liabilities)
at Fair Value
(In millions)
Level 1
 
Level 2
 
Level 3
 
Assets
 
 
 
 
 
 
 
Fixed maturity securities:
 
 
 
 
 
 
 
Corporate and other bonds
$
33

 
$
20,661

 
$
204

 
$
20,898

States, municipalities and political subdivisions

 
11,486

 
71

 
11,557

Asset-backed:
 
 
 
 
 
 
 

Residential mortgage-backed

 
4,640

 
331

 
4,971

Commercial mortgage-backed

 
1,912

 
151

 
2,063

Other asset-backed

 
509

 
446

 
955

Total asset-backed

 
7,061

 
928

 
7,989

U.S. Treasury and obligations of government-sponsored enterprises
116

 
28

 

 
144

Foreign government
81

 
462

 

 
543

Redeemable preferred stock
45

 
57

 

 
102

Total fixed maturity securities
275

 
39,755

 
1,203

 
41,233

Equity securities
126

 
48

 
11

 
185

Other invested assets

 
54

 

 
54

Short term investments
769

 
563

 

 
1,332

Life settlement contracts, included in Other assets

 

 
88

 
88

Separate account business
9

 
171

 
1

 
181

Total assets
$
1,179

 
$
40,591

 
$
1,303

 
$
43,073


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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) for the three months ended March 31, 2014 and 2013.
Level 3
(In millions)
Balance at
January 1,
2014
 
Net realized investment gains (losses) and net change in unrealized appreciation (depreciation) included in net income (loss)*
 
Net change in unrealized appreciation (depreciation) included in other comprehensive income (loss)
 
Purchases
 
Sales
 
Settlements
 
Transfers into
Level 3
 
Transfers out
of Level 3
 
Balance at
March 31,
2014
 
Unrealized gains (losses) on Level 3 assets and liabilities held at March 31, 2014 recognized in net income (loss)*
Fixed maturity securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate and other bonds
$
204

 
$
1

 
$
1

 
$
5

 
$
(4
)
 
$
(5
)
 
$
3

 
$
(16
)
 
$
189

 
$

States, municipalities and political subdivisions
71

 

 
1

 

 

 

 
14

 

 
86

 

Asset-backed:


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


Residential mortgage-backed
331

 
1

 
15

 
25

 

 
(21
)
 
21

 
(13
)
 
359

 

Commercial mortgage-backed
151

 
1

 
(1
)
 

 

 
(1
)
 

 
(24
)
 
126

 

Other asset-backed
446

 
1

 

 
148

 
(83
)
 
(72
)
 

 
(1
)
 
439

 

Total asset-backed
928

 
3

 
14

 
173

 
(83
)
 
(94
)
 
21

 
(38
)
 
924

 

Total fixed maturity securities
1,203

 
4

 
16

 
178

 
(87
)
 
(99
)
 
38

 
(54
)
 
1,199

 

Equity securities
11

 
3

 
(4
)
 

 
(8
)
 

 

 

 
2

 

Life settlement contracts
88

 
10

 

 

 

 
(11
)
 

 

 
87

 
1

Separate account business
1

 

 

 

 

 

 

 
(1
)
 

 

Total
$
1,303

 
$
17

 
$
12

 
$
178

 
$
(95
)
 
$
(110
)
 
$
38

 
$
(55
)
 
$
1,288

 
$
1




20

Table of Contents

Level 3
(In millions)
Balance at
January 1,
2013
 
Net realized investment gains (losses) and net change in unrealized appreciation (depreciation) included in net income (loss)*
 
Net change in unrealized appreciation (depreciation) included in other comprehensive income (loss)
 
Purchases
 
Sales
 
Settlements
 
Transfers into
Level 3
 
Transfers out
of Level 3
 
Balance at
March 31,
2013
 
Unrealized gains (losses) on Level 3 assets and liabilities held at March 31, 2013 recognized in net income (loss)*
Fixed maturity securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate and other bonds
$
219

 
$

 
$
2

 
$
110

 
$
(17
)
 
$
(20
)
 
$
26

 
$
(18
)
 
$
302

 
$
(1
)
States, municipalities and political subdivisions
96

 
(3
)
 

 
85

 
(47
)
 
(2
)
 

 

 
129

 

Asset-backed:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Residential mortgage-backed
413

 
3

 

 
61

 

 
(11
)
 

 
(16
)
 
450

 

Commercial mortgage-backed
129

 
1

 
5

 
73

 

 
(7
)
 

 
(24
)
 
177

 

Other asset-backed
368

 
3

 
1

 
136

 
(99
)
 
(13
)
 

 

 
396

 

Total asset-backed
910

 
7

 
6

 
270

 
(99
)
 
(31
)
 

 
(40
)
 
1,023

 

Redeemable preferred stock
26

 

 

 

 

 

 

 

 
26

 

Total fixed maturity securities
1,251

 
4

 
8

 
465

 
(163
)
 
(53
)
 
26

 
(58
)
 
1,480

 
(1
)
Equity securities
34

 
(15
)
 
1

 

 

 

 

 
(1
)
 
19

 
(15
)
Other invested assets, including derivatives, net

 

 

 

 
(1
)
 

 

 

 
(1
)
 

Short term investments
6

 

 

 

 
(1
)
 

 

 

 
5

 

Life settlement contracts
100

 
7

 

 

 

 
(12
)
 

 

 
95

 

Separate account business
2

 

 

 

 

 

 

 

 
2

 

Total
$
1,393

 
$
(4
)
 
$
9

 
$
465

 
$
(165
)
 
$
(65
)
 
$
26

 
$
(59
)
 
$
1,600

 
$
(16
)

21

Table of Contents

* Net realized and unrealized gains and losses shown above are reported in Net income (loss) as follows:
Major Category of Assets and Liabilities
 
Condensed Consolidated Statements of Operations Line Items
Fixed maturity securities available-for-sale
 
Net realized investment gains (losses)
Fixed maturity securities trading
 
Net investment income
Equity securities
 
Net realized investment gains (losses)
Other invested assets - Derivative financial instruments held in a trading portfolio
 
Net investment income
Other invested assets - Derivative financial instruments not held in a trading portfolio
 
Net realized investment gains (losses)
Other invested assets - Overseas deposits
 
Net investment income
Life settlement contracts
 
Other revenues
Securities shown in the Level 3 tables on the previous pages may be transferred in or out of Level 3 based on the availability of observable market information used to determine the fair value of the security. The availability of observable market information varies based on market conditions and trading volume and may cause securities to move in and out of Level 3 from reporting period to reporting period. There were $23 million of transfers from Level 2 to Level 1 and $1 million of transfers from Level 1 to Level 2 during the three months ended March 31, 2014. There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2013. The Company's policy is to recognize transfers between levels at the beginning of quarterly reporting periods.
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
Fixed maturity securities are valued using methodologies that model information generated by market transactions involving identical or comparable assets, as well as discounted cash flow methodologies. Common inputs include: prices from recently executed transactions of similar securities, broker/dealer 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.
Level 1 securities include exchange traded bonds, highly liquid U.S. and foreign government 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. Securities are generally 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 equity securities include publicly traded securities valued using quoted market prices. Level 2 securities are primarily non-redeemable preferred stocks and common stocks valued using pricing for similar securities, recently executed transactions, broker/dealer quotes and other pricing models utilizing market observable inputs. Level 3 securities are priced using internal models with inputs that are not market observable.
Other Invested Assets
Level 1 securities include exchange traded derivatives, primarily futures, valued using quoted market prices. Level 2 securities include overseas deposits, which can be redeemed at net asset value in 90 days or less, and derivatives, primarily currency forwards valued using observable market forward rates. Over-the-counter derivatives,

22

Table of Contents

principally interest rate swaps, total return swaps, credit default swaps, equity warrants and options, are valued using inputs including broker/dealer quotes and are classified within Level 3 of the valuation hierarchy due to a lack of transparency as to whether these quotes are based on information that is observable in the marketplace.
Short Term Investments
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.
Life Settlement Contracts
The fair values of life settlement contracts are determined as the present value of the anticipated death benefits less anticipated premium payments based on contract terms that are distinct for each insured, as well as the Company's own assumptions for mortality, premium expense, and the rate of return that a buyer would require on the contracts, as no comparable market pricing data is available.
Separate Account Business
Separate account business includes fixed maturity securities, equities and short term investments. The valuation methodologies and inputs for these asset types have been described above.
Assets and Liabilities Held for Sale on a Nonrecurring Basis
Assets and liabilities held for sale include assets and liabilities of CAC. These assets and liabilities are valued using the agreed upon transaction price for the sale of the common stock of CAC and are classified within Level 2 of the fair value hierarchy. See Notes A and M to the Condensed Consolidated Financial Statements for further discussion of the assets and liabilities classified as held for sale.
Significant Unobservable Inputs
The table below presents 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 table 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.
Assets
(In millions)
Fair Value at March 31, 2014
 
Valuation Technique
 
Unobservable Input(s)
 
Range
 (Weighted Average)
Fixed maturity securities
$
116

 
Discounted cash flow
 
Credit spread
 
2% - 15% (4%)
Equity securities
$
2

 
Market approach
 
Private offering price
 
$4,295 per share
Life settlement contracts
$
87

 
Discounted cash flow
 
Discount rate risk premium
 
9%
 
 
 
 
 
Mortality assumption
 
70% - 743% (191%)
Assets
(In millions)
Fair Value at December 31, 2013
 
Valuation Technique
 
Unobservable Input(s)
 
Range
 (Weighted Average)
Fixed maturity securities
$
142

 
Discounted cash flow
 
Credit spread
 
2% - 20% (4%)
Equity securities
$
10

 
Market approach
 
Private offering price
 
$360 - $4,268 per share ($1,148)
Life settlement contracts
$
88

 
Discounted cash flow
 
Discount rate risk premium
 
9%
 
 
 
 
 
Mortality assumption
 
70% - 743% (192%)


23

Table of Contents

For fixed maturity securities, an increase in the credit spread assumptions would result in a lower fair value measurement. For equity securities, an increase in the private offering price, earnings projections and earnings multiple would result in a higher fair value measurement. For life settlement contracts, an increase in the discount rate risk premium or decrease in the mortality assumption 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 instrument assets and liabilities which are not measured at fair value on the Condensed Consolidated Balance Sheets are listed in the tables below.
March 31, 2014
Carrying
Amount
 
Estimated Fair Value
(In millions)
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial assets
 
 
 
 
 
 
 
 
 
Notes receivable for the issuance of common stock
$
22

 
$

 
$

 
$
22