UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 31, 2010
CNA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-5823
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36-6169860 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 333 S. Wabash, Chicago, Illinois
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60604 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (312) 822-5000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Page 1 of 4
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 31, 2010, the principal property and casualty insurance subsidiaries of the registrant,
Continental Casualty Company, The Continental Insurance Company, Continental Reinsurance
Corporation International, Ltd. and CNA Insurance Company Limited (collectively, the “CNA
Insurers”), completed the previously disclosed transfer of legacy asbestos and environmental
pollution (“A&E”) liabilities to National Indemnity Company (“NICO”), a subsidiary of Berkshire
Hathaway Inc., in accordance with the Master Transaction Agreement, dated July 14, 2010 (“Master
Transaction Agreement”). In connection with the transfer, the CNA Insurers entered into a Parental
Guarantee Agreement with Berkshire Hathaway Inc. and a Loss Portfolio Transfer Reinsurance
Agreement, a Collateral Trust Agreement, an Administrative Services Agreement, Amendment No. 1 to
the Master Transaction Agreement and certain other related agreements with NICO (collectively, the
“Agreements”). Under the Agreements: (i) the CNA Insurers ceded their legacy A&E liabilities to
NICO, up to an aggregate limit of $4 billion, net of collectible third party reinsurance and other
recoveries; (ii) the CNA Insurers paid NICO a reinsurance premium of $2 billion and transferred to
NICO billed reinsurance receivables related to A&E claims with a net book value of approximately
$200 million; (iii) NICO deposited approximately $2.2 billion in a collateral trust account as
security for NICO’s obligations to the CNA Insurers; (iv) NICO assumed responsibility for certain
administrative services, including claims handling, for the ceded A&E claims; (v) the parties
amended certain schedules to the Master Transaction Agreement and the Loss Portfolio Transfer
Reinsurance Agreement; and (vi) Berkshire Hathaway Inc. guaranteed certain payment and performance
obligations of NICO.
The foregoing summary of the Agreements is qualified in its entirety by the terms and conditions of
the Agreements. The Administrative Services Agreement, the Collateral Trust Agreement, the Loss
Portfolio Transfer Reinsurance Agreement, the Parental Guarantee Agreement and Amendment No. 1 to
the Master Transaction Agreement are filed as Exhibits 10.1 to 10.5 to this Form 8-K and are
incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
On August 31, 2010, the registrant issued a press release regarding the completion of the transfer
of the A&E liabilities described above in Item 1.01. The press release is furnished as Exhibit
99.1 to this Form 8-K.
The information under Item 7.01 in this Form 8-K is being furnished and shall not be deemed “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information under Item 7.01 in this Form 8-K shall
not be incorporated by reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
See Exhibit Index.
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