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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
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)
Delaware36-6169860
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
151 N. Franklin 60606
Chicago,Illinois(Zip Code)
(Address of principal executive offices)
(312) 822-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par value $2.50"CNA"New York Stock Exchange
Chicago Stock Exchange
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes ☒ 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
☒

Accelerated filer
☐

Non-accelerated filer
☐

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 Act). Yes ☐ No ☒
As of April 28, 2022, 271,309,932 shares of common stock were outstanding.


Item NumberPage
Number
PART I
1.
Condensed Consolidated Financial Statements:
Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 (Unaudited)
2.
3.
4.
PART II
1.
2.
6.
2
Table of Contents
PART I
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)20222021
Revenues
Net earned premiums$2,059 $1,962 
Net investment income448 504 
Net investment (losses) gains(11)57 
Non-insurance warranty revenue382 338 
Other revenues7 5 
Total revenues2,885 2,866 
Claims, Benefits and Expenses
Insurance claims and policyholders’ benefits1,455 1,506 
Amortization of deferred acquisition costs344 359 
Non-insurance warranty expense354 311 
Other operating expenses 326 284 
Interest28 28 
Total claims, benefits and expenses2,507 2,488 
Income before income tax378 378 
Income tax expense(65)(66)
Net income $313 $312 
Basic earnings per share$1.15 $1.15 
Diluted earnings per share$1.15 $1.14 
Weighted Average Outstanding Common Stock and Common Stock Equivalents
Basic271.8271.9
Diluted272.9272.9
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 Loss (Unaudited)
Three months ended March 31
(In millions)20222021
Comprehensive Loss
Net income$313 $312 
Other Comprehensive Loss, net of tax
Changes in:
Net unrealized gains and losses on investments with an allowance for credit losses(4)— 
Net unrealized gains and losses on other investments(1,611)(627)
Net unrealized gains and losses on investments(1,615)(627)
Foreign currency translation adjustment(14)2 
Pension and postretirement benefits6 9 
Other comprehensive loss, net of tax(1,623)(616)
Total comprehensive loss$(1,310)$(304)
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)March 31, 2022 (Unaudited)December 31, 2021
Assets  
Investments:  
Fixed maturity securities at fair value (amortized cost of $40,928 and $39,952, less allowance for credit loss of $17 and $18)
$41,945 $44,380 
Equity securities at fair value (cost of $965 and $964)
981 1,035 
Limited partnership investments1,840 1,859 
Other invested assets97 91 
Mortgage loans (less allowance for uncollectible receivables of $16 and $16)
942 973 
Short term investments1,301 1,990 
Total investments47,106 50,328 
Cash361 536 
Reinsurance receivables (less allowance for uncollectible receivables of $22 and $21)
5,505 5,463 
Insurance receivables (less allowance for uncollectible receivables of $28 and $29)
2,892 2,945 
Accrued investment income398 377 
Deferred acquisition costs766 737 
Deferred income taxes547 142 
Property and equipment at cost (less accumulated depreciation of $264 and $255)
225 226 
Goodwill147 148 
Deferred non-insurance warranty acquisition expense3,504 3,476 
Other assets2,341 2,261 
Total assets$63,792 $66,639 
Liabilities  
Insurance reserves: 
Claim and claim adjustment expenses$24,348 $24,174 
Unearned premiums5,942 5,761 
Future policy benefits11,938 13,236 
Long term debt2,779 2,779 
Deferred non-insurance warranty revenue4,528 4,503 
Other liabilities (includes $85 and $56 due to Loews Corporation)
3,440 3,377 
Total liabilities52,975 53,830 
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; 271,293,966 and 271,363,999 shares outstanding)
683 683 
Additional paid-in capital2,195 2,215 
Retained earnings9,319 9,663 
Accumulated other comprehensive (loss) income(1,303)320 
Treasury stock (1,746,277 and 1,676,244 shares), at cost
(77)(72)
Total stockholders’ equity10,817 12,809 
Total liabilities and stockholders' equity$63,792 $66,639 
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)20222021
Cash Flows from Operating Activities  
Net income$313 $312 
Adjustments to reconcile net income to net cash flows provided by operating activities:
Deferred income tax expense17 30 
Trading portfolio activity— (8)
Net investment losses (gains)11 (57)
Equity method investees152 14 
Net amortization of investments(26)(24)
Depreciation and amortization13 14 
Changes in:
Receivables, net(5)(700)
Accrued investment income(22)(19)
Deferred acquisition costs(31)(32)
Insurance reserves489 605 
Other, net(266)(53)
Net cash flows provided by operating activities645 82 
Cash Flows from Investing Activities  
Dispositions:
Fixed maturity securities - sales803 907 
Fixed maturity securities - maturities, calls and redemptions916 1,084 
Equity securities77 119 
Limited partnerships80 49 
Mortgage loans55 42 
Purchases:
Fixed maturity securities(2,547)(2,203)
Equity securities(75)(81)
Limited partnerships(85)(61)
Mortgage loans(25)(16)
Change in other investments(3)(2)
Change in short term investments687 573 
Purchases of property and equipment(12)(3)
Net cash flows (used) provided by investing activities(129)408 
Cash Flows from Financing Activities
Dividends paid to common stockholders(657)(310)
Purchase of treasury stock(21)(3)
Other, net(10)(8)
Net cash flows used by financing activities(688)(321)
Effect of foreign exchange rate changes on cash(3)— 
Net change in cash(175)169 
Cash, beginning of year536 419 
Cash, end of period$361 $588 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements (Unaudited).
6
Table of Contents
CNA Financial Corporation
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
Three months ended March 31
(In millions)20222021
Common Stock
Balance, beginning of year$683 $683 
Balance, end of year683 683 
Additional Paid-in Capital
Balance, beginning of year2,215 2,211 
Stock-based compensation(20)(17)
Balance, end of year2,195 2,194 
Retained Earnings
Balance, beginning of year9,663 9,081 
Dividends to common stockholders ($2.40 and $1.13 per share)
(657)(309)
Net income313 312 
Balance, end of year9,319 9,084 
Accumulated Other Comprehensive (Loss) Income
Balance, beginning of year320 803 
Other comprehensive loss(1,623)(616)
Balance, end of year(1,303)187 
Treasury Stock
Balance, beginning of year(72)(71)
Stock-based compensation16 15 
Purchase of treasury stock (21)(3)
Balance, end of year(77)(59)
Total stockholders' equity$10,817 $12,089 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements (Unaudited).
7
Table of Contents
CNA Financial Corporation
Notes to Condensed Consolidated Financial Statements
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 89.6% of the outstanding common stock of CNAF as of March 31, 2022.
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, 2021, 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 March 31, 2022 and for the three months ended March 31, 2022 and 2021 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.
Accounting Standards Pending Adoption
In August 2018, the FASB issued ASU 2018-12, Financial Services-Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. The updated accounting guidance requires changes to the measurement and disclosure of long-duration contracts. For the Company, this includes the Long term care and fully-ceded single premium immediate annuity business. Entities will be required to review, and update if there is a change, cash flow assumptions (including morbidity and persistency) at least annually, and to update discount rate assumptions quarterly using an upper-medium grade fixed-income instrument yield. The effect of changes in cash flow assumptions will be recorded in the Company's results of operations and the effect of changes in discount rate assumptions will be recorded in Other comprehensive income. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted, and may be applied using either a modified retrospective transition method or a full retrospective transition method. Financial statements for prior periods presented shall be adjusted to reflect the effects of applying the new accounting guidance.
The Company will adopt the new guidance effective January 1, 2023, using the modified retrospective method applied as of the transition date of January 1, 2021. The Company will use a published spot rate curve constructed from A+, A and A- rated U.S. dollar denominated corporate bonds matched to the duration of the corresponding insurance liabilities, to calculate discount rates. The Company will group its long-duration contracts into calendar year cohorts based on the contract issue date and product line. Long term care contracts will be grouped separately from the Company’s fully-ceded single premium immediate annuity contracts.
The most significant impact at the transition date will be the effect of updating the discount rate assumption to reflect an upper-medium grade fixed-income instrument yield, which will be partially offset by the de-recognition of Shadow Adjustments associated with long-duration contracts. The Company expects the net impact of these changes will be a $2.2 billion - $2.5 billion decrease in Accumulated other comprehensive income as of the transition date of January 1, 2021. There is a minimal transition impact expected to retained earnings.
8
The requirement to review, and update if there is a change, cash flow assumptions at least annually is expected to change the pattern of earnings being recognized. Adoption will also significantly expand the Company’s disclosures, and will impact systems, processes, and controls. While the requirements of the new guidance represent a material change from existing GAAP, the new guidance will not impact capital and surplus under statutory accounting practices, cash flows, or the underlying economics of the business.
The Company continues to make progress in connection with these matters and is in process of refining key accounting policy decisions, technology solutions and updates to internal controls associated with adoption of the new guidance. These in-progress activities include modifications of actuarial valuation systems, data sourcing, analytical procedures and reporting processes.
9
Note B. Earnings (Loss) Per Share
Earnings (loss) per share is based on 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, 2022 and 2021, approximately 1.1 million and 1.0 million 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 and approximately 120 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.
The Company repurchased 445,000 and 66,000 shares of CNAF common stock at an aggregate cost of $21 million and $3 million during the three months ended March 31, 2022 and 2021.


10
Note C. Investments
The significant components of Net investment income are presented in the following table.
Three months ended March 31
(In millions)20222021
Fixed maturity securities$429 $428 
Equity securities2 29 
Limited partnership investments18 43 
Mortgage loans15 14 
Trading portfolio1 5 
Other— 2 
Gross investment income465 521 
Investment expense(17)(17)
Net investment income$448 $504 
During the three months ended March 31, 2022 and 2021, $(5) million and $13 million of Net investment (loss) income was recognized due to the change in fair value of common stock still held as of March 31, 2022 and 2021.
Net investment gains (losses) are presented in the following table.
Three months ended March 31
(In millions)20222021
Net investment gains (losses):
Fixed maturity securities:
Gross gains$26 $58 
Gross losses(28)(20)
Net investment gains (losses) on fixed maturity securities(2)38 
Equity securities(38)2 
Derivatives29 17 
Net investment gains (losses)$(11)$57 
During the three months ended March 31, 2022 and 2021, $38 million of losses and $2 million of gains were recognized in Net investment gains (losses) due to the change in fair value of non-redeemable preferred stock still held as of March 31, 2022 and 2021.
11
The following tables present the activity related to the allowance on available-for-sale securities with credit impairments and purchased credit-deteriorated (PCD) assets. Accrued interest receivable on available-for-sale fixed maturity securities totaled $389 million, $369 million, and $389 million as of March 31, 2022, December 31, 2021 and March 31, 2021 and is excluded from the estimate of expected credit losses and the amortized cost basis in the tables included within this Note.
(In millions)Corporate and other bondsAsset-backedTotal
Allowance for credit losses:
Balance as of January 1, 2022$11 $7 $18 
Additions to the allowance for credit losses:
Securities for which credit losses were not previously recorded— — — 
Available-for-sale securities accounted for as PCD assets— — — 
Reductions to the allowance for credit losses:
Securities sold during the period (realized)— — — 
Intent to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis— — — 
Write-offs charged against the allowance— — — 
Recoveries of amounts previously written off— — — 
Additional increases or (decreases) to the allowance for credit losses on securities that had an allowance recorded in a previous period1 (2)(1)
Balance as of March 31, 2022
$12 $5 $17 
(In millions)Corporate and other bondsAsset-backedTotal
Allowance for credit losses:
Balance as of January 1, 2021$23 $17 $40 
Additions to the allowance for credit losses:
Securities for which credit losses were not previously recorded14 — 14 
Available-for-sale securities accounted for as PCD assets2 — 2 
Reductions to the allowance for credit losses:
Securities sold during the period (realized)6 — 6 
Intent to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis— — — 
Write-offs charged against the allowance— — — 
Recoveries of amounts previously written off— — — 
Additional increases or (decreases) to the allowance for credit losses on securities that had an allowance recorded in a previous period(6)(1)(7)
Balance as of March 31, 2021
$27 $16 $43 
12
The components of available-for-sale impairment losses recognized in earnings by asset type are presented in the following table. The table includes losses on securities with an intention to sell and changes in the allowance for credit losses on securities since acquisition date.
Three months ended March 31
(In millions)20222021
Fixed maturity securities available-for-sale:
Corporate and other bonds$8 $7 
Asset-backed2 (1)
Impairment (gains) losses recognized in earnings$10 $6 
There were no losses recognized on mortgage loans during the three months ended March 31, 2022 or 2021.
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The following tables present a summary of fixed maturity securities.
March 31, 2022Cost or
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Allowance for Credit LossesEstimated
Fair
Value
(In millions)
Fixed maturity securities available-for-sale:
Corporate and other bonds$22,001 $1,277 $486 $12 $22,780 
States, municipalities and political subdivisions10,516 862 319 — 11,059 
Asset-backed:
Residential mortgage-backed2,983 25 160 — 2,848 
Commercial mortgage-backed2,008 13 81 — 1,940 
Other asset-backed2,710 11 93 5 2,623 
Total asset-backed7,701 49 334 5 7,411 
U.S. Treasury and obligations of government-sponsored enterprises125 — 5 — 120 
Foreign government559 3 13 — 549 
Redeemable preferred stock20 — — — 20 
Total fixed maturity securities available-for-sale40,922 2,191 1,157 17 41,939 
Total fixed maturity securities trading6 — — — 6 
Total fixed maturity securities$40,928 $2,191 $1,157 $17 $41,945 
December 31, 2021Cost or
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Allowance for Credit LossesEstimated
Fair
Value
(In millions)
Fixed maturity securities available-for-sale:
Corporate and other bonds$21,444 $2,755 $56 $11 $24,132 
States, municipalities and political subdivisions10,358 1,599 14 — 11,943 
Asset-backed:
Residential mortgage-backed2,893 71 8 — 2,956 
Commercial mortgage-backed1,987 63 19 — 2,031 
Other asset-backed2,561 54 10 7 2,598 
Total asset-backed7,441 188 37 7 7,585 
U.S. Treasury and obligations of government-sponsored enterprises132 1 3 — 130 
Foreign government570 15 2 — 583 
Redeemable preferred stock— — — — — 
Total fixed maturity securities available-for-sale39,945 4,558 112 18 44,373 
Total fixed maturity securities trading7 — — — 7 
Total fixed maturity securities$39,952 $4,558 $112 $18 $44,380 
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. To the extent that unrealized gains on fixed income securities supporting certain products within the Life & Group segment would result in a premium deficiency, or would impact the reserve balance 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 March 31, 2022 and December 31, 2021, the net unrealized gains on investments included in AOCI were correspondingly reduced by Shadow Adjustments of $1,394 million and $2,477 million.
14
The following tables present the estimated fair value and gross unrealized losses of fixed maturity securities in a gross unrealized loss position for which an allowance for credit loss has not been recorded, by the length of time in which the securities have continuously been in that position.
Less than 12 Months12 Months or LongerTotal
March 31, 2022Estimated
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$7,390 $441 $327 $45 $7,717 $486 
States, municipalities and political subdivisions2,796 314 35 5 2,831 319 
Asset-backed:
Residential mortgage-backed2,315 160 — — 2,315 160 
Commercial mortgage-backed1,274 65 151 16 1,425 81 
Other asset-backed1,717 90 67 3 1,784 93 
Total asset-backed5,306 315 218 19 5,524 334 
U.S. Treasury and obligations of government-sponsored enterprises94 5 5 — 99 5 
Foreign government327 11 26 2 353 13 
Total$15,913 $1,086 $611 $71 $16,524 $1,157 
Less than 12 Months12 Months or LongerTotal
December 31, 2021Estimated
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$2,389 $48 $136 $8 $2,525 $56 
States, municipalities and political subdivisions730 14 — — 730 14 
Asset-backed:
Residential mortgage-backed1,043 8 — — 1,043 8 
Commercial mortgage-backed527 7 167 12 694 19 
Other asset-backed840 10 62 — 902 10 
Total asset-backed2,410 25 229 12 2,639 37 
U.S. Treasury and obligations of government-sponsored enterprises69 3 5 — 74 3 
   Foreign government97 2 — — 97 2 
Total$5,695 $92 $370 $20 $6,065 $112 
15
The following table presents the estimated fair value and gross unrealized losses of fixed maturity securities in a gross unrealized loss position for which an allowance for credit loss has not been recorded, by ratings distribution.
March 31, 2022December 31, 2021

(In millions)		Estimated Fair ValueGross Unrealized LossesEstimated Fair ValueGross Unrealized Losses
U.S. Government, Government agencies and Government-sponsored enterprises$2,095 $116 $898 $8 
AAA993 105 368 6 
AA 2,809 269 875 17 
A3,300 205 1,516 23 
BBB6,073 392 1,812 42 
Non-investment grade1,254 70 596 16 
Total$16,524 $1,157 $6,065 $112 
Based on current facts and circumstances, the Company believes the unrealized losses presented in the March 31, 2022 securities in a gross unrealized loss position tables above are not indicative of the ultimate collectibility of the current amortized cost of the securities, but rather are primarily attributable to changes in risk-free interest rates, and to a lesser extent credit spreads. In reaching this determination, the Company considered the recent volatility in risk-free rates and spreads as well as the fact that its unrealized losses are concentrated in investment grade issuers. Additionally, 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 impairment losses to be recorded as of March 31, 2022.
16
Contractual Maturity
The following table presents available-for-sale fixed maturity securities by contractual maturity.
March 31, 2022December 31, 2021
(In millions)Cost or
Amortized
Cost		Estimated
Fair
Value		Cost or
Amortized
Cost		Estimated
Fair
Value
Due in one year or less$1,533 $1,546 $1,603 $1,624 
Due after one year through five years10,206 10,337 10,637 11,229 
Due after five years through ten years14,040 14,032 13,294 14,338 
Due after ten years15,143 16,024 14,411 17,182 
Total$40,922 $41,939 $39,945 $44,373 
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 $268 million and $270 million and a fair value of $16 million and $(12) million as of March 31, 2022 and December 31, 2021. 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 part of its overall investment strategy, the Company invests in various assets which require future purchase, sale or funding commitments. These investments are recorded once funded, and the related commitments may include future capital calls from various third-party limited partnerships, signed and accepted mortgage loan applications, and obligations related to private placement securities. As of March 31, 2022, the Company had commitments to purchase or fund approximately $1,280 million and sell approximately $65 million under the terms of these investments.
17
Mortgage Loans
The following table presents the amortized cost basis of mortgage loans for each credit quality indicator by year of origination. The primary credit quality indicators utilized are debt service coverage ratios (DSCR) and loan-to-value ratios (LTV).
March 31, 2022
Mortgage Loans Amortized Cost Basis by Origination Year (1)
(In millions)20222021202020192018PriorTotal
DSCR ≥1.6x
LTV less than 55%$— $9 $94 $21 $54 $247 $425 
LTV 55% to 65%— 5198— 24 56
LTV greater than 65%18 11 — — — — 29
DSCR 1.2x - 1.6x
LTV less than 55%— 13 14 95 10 56 188
LTV 55% to 65%21 36 24 — — 8 89
LTV greater than 65%— — — — — — 0
DSCR ≤1.2
LTV less than 55%— — — 52 — 30 82
LTV 55% to 65%— — — 55 — — 55
LTV greater than 65%— 21 — 6 — 7 34
Total$39 $95 $151 $237 $64 $372 $958 
(1) The values in the table above reflect DSCR on a standardized amortization period and LTV based on the most recent appraised values trended forward using changes in a commercial real estate price index.

As of March 31, 2022, accrued interest receivable on mortgage loans totaled $3 million and is excluded from the amortized cost basis disclosed in the table above and the estimate of expected credit losses.
18
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, and iv) deep dives, where the Company performs an independent analysis of the inputs and assumptions used to price individual securities.
19
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, foreign governments and redeemable preferred stock.
March 31, 2022   Total
Assets/Liabilities
at Fair Value
(In millions)Level 1Level 2Level 3
Assets    
Fixed maturity securities:    
Corporate bonds and other$129 $22,431 $915 $23,475 
States, municipalities and political subdivisions— 11,008 51 11,059 
Asset-backed— 6,807 604 7,411 
Total fixed maturity securities 129 40,246 1,570 41,945 
Equity securities:
Common stock191 — 29 220 
Non-redeemable preferred stock63 683 15 761 
Total equity securities254 683 44 981 
Short term and other1,146 27 — 1,173 
Total assets$1,529 $40,956 $1,614 $44,099 
Liabilities
Other liabilities$— $(16)$— $(16)
Total liabilities$— $(16)$— $(16)

December 31, 2021   Total
Assets/Liabilities
at Fair Value
(In millions)Level 1Level 2Level 3
Assets    
Fixed maturity securities:    
Corporate bonds and other$140 $23,775 $937 $24,852 
States, municipalities and political subdivisions— 11,887 56 11,943 
Asset-backed— 7,029 556 7,585 
Total fixed maturity securities 140 42,691 1,549 44,380 
Equity securities:
Common stock220 — 13 233 
Non-redeemable preferred stock65 721 16 802 
Total equity securities285 721 29 1,035 
Short term and other1,798 74 — 1,872 
Total assets$2,223 $43,486 $1,578 $47,287 
Liabilities  
Other liabilities$— $12 $— $12 
Total liabilities$— $12 $— $12 
20
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 otherStates, municipalities and political subdivisionsAsset-backedEquity securitiesTotal
Balance as of January 1, 2022$937 $56 $556 $29 $1,578 
Total realized and unrealized investment gains (losses):
Reported in Net investment gains (losses)(1)— 2 (1)— 
Reported in Net investment income— — 1 4 5 
Reported in Other comprehensive income (loss)(71)(5)(32)— (108)
Total realized and unrealized investment gains (losses)(72)(5)(29)3 (103)
Purchases67 — 140 12 219 
Sales(5)— — — (5)
Settlements(22)— (17)— (39)
Transfers into Level 310 — 5 — 15 
Transfers out of Level 3— — (51)— (51)
Balance as of March 31, 2022$915 $51 $604 $44 $1,614 
Unrealized gains (losses) on Level 3 assets and liabilities held as of March 31, 2022 recognized in Net income (loss) in the period$— $— $— $3 $3 
Unrealized gains (losses) on Level 3 assets and liabilities held as of March 31, 2022 recognized in Other comprehensive income (loss) in the period(72)(5)(31)— (108)

Level 3
(In millions)
Corporate bonds and otherStates, municipalities and political subdivisionsAsset-backedEquity securitiesTotal
Balance as of January 1, 2021$770 $46 $308 $27 $1,151 
Total realized and unrealized investment gains (losses):
Reported in Net investment gains (losses)(13)— — 1 (12)
Reported in Net investment income— — 2 1 3 
Reported in Other comprehensive income (loss)(40)(2)(9)— (51)
Total realized and unrealized investment gains (losses)(53)(2)(7)2 (60)
Purchases42 — 30 — 72 
Sales— — — — — 
Settlements(2)— (17)— (19)
Transfers into Level 310 — 9 — 19 
Transfers out of Level 3— — (8)— (8)
Balance as of March 31, 2021$767 $44 $315 $29 $1,155 
Unrealized gains (losses) on Level 3 assets and liabilities held as of March 31, 2021 recognized in Net income (loss) in the period$— $— $— $2 $2 
Unrealized gains (losses) on Level 3 assets and liabilities held as of March 31, 2021 recognized in Other comprehensive income (loss) in the period(40)(2)(9)— (51)
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.
21
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 government securities and exchange traded bonds, 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 some 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 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 some 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 non-U.S. government securities, 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 March 31, 2022 and December 31, 2021, there were $79 million and $74 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.
Derivative Financial Investments
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 primarily valued with observable inputs.
22
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. The weighted average rate is calculated based on fair value.
March 31, 2022Estimated Fair Value
(In millions)		Valuation Technique(s)Unobservable Input(s)Range
 (Weighted Average)
Fixed maturity securities$1,198 Discounted cash flowCredit spread
1% - 7% (3%)
December 31, 2021Estimated Fair Value
(In millions)		Valuation Technique(s)Unobservable Input(s)Range
 (Weighted Average)
Fixed maturity securities$1,225 Discounted cash flowCredit spread
1% - 7% (2%)
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.
March 31, 2022Carrying
Amount		Estimated Fair Value
(In millions)Level 1Level 2Level 3Total
Assets
Mortgage loans$942 $— $— $940 $940 
Liabilities
Long term debt$2,779 $— $2,795 $— $2,795 
December 31, 2021Carrying
Amount		Estimated Fair Value
(In millions)Level 1Level 2Level 3Total
Assets
Mortgage loans$973 $— $— $1,018 $1,018 
Liabilities
Long term debt$2,779 $— $2,978 $— $2,978 
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.
23
Note E. Claim and Claim Adjustment Expense Reserves
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 historical patterns such as claim reserving trends and settlement practices, loss payments, pending levels of unpaid claims and product mix, as well as court decisions and 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 our results of operations and/or equity. The Company reported catastrophe losses, net of reinsurance, of $19 million and $125 million for the three months ended March 31, 2022 and 2021. Catastrophe losses for the three months ended March 31, 2022 were primarily related to severe weather related events. Catastrophe losses for the three months ended March 31, 2021 were primarily driven by Winter Storms Uri and Viola.

















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Liability for Unpaid Claim and Claim Adjustment Expenses
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 three months ended March 31, 2022
(In millions)20222021
Reserves, beginning of year:
Gross$24,174 $22,706 
Ceded4,969 4,005 
Net reserves, beginning of year19,205 18,701 
Reduction of net reserves due to Excess Workers' Compensation Loss Portfolio Transfer— (632)
Net incurred claim and claim adjustment expenses:
Provision for insured events of current year1,448 1,474 
Increase (decrease) in provision for insured events of prior years(45)(54)
Amortization of discount47 50 
Total net incurred (1)
1,450 1,470 
Net payments attributable to:
Current year events(70)(85)
Prior year events(1,147)(1,067)
Total net payments(1,217)(1,152)
Foreign currency translation adjustment and other(92)(32)
Net reserves, end of period19,346 18,355 
Ceded reserves, end of period5,002 4,701 
Gross reserves, end of period$24,348 $23,056 
(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, the loss on the Excess Workers' Compensation Loss Portfolio Transfer, uncollectible reinsurance 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.
Three months ended March 31
(In millions)20222021
Pretax (favorable) unfavorable development:
Specialty$(10)$(15)
Commercial(2)— 
International— — 
Corporate & Other— — 
Total pretax (favorable) unfavorable development$(12)$(15)
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Specialty
The following table presents further detail of the development recorded for the Specialty segment.
Three months ended March 31
(In millions)20222021
Pretax (favorable) unfavorable development:
Medical Professional Liability$8 $8 
Other Professional Liability and Management Liability— — 
Surety(9)(15)
Warranty(9)(8)
Other— — 
Total pretax (favorable) unfavorable development$(10)$(15)
2021
Favorable development in surety was primarily due to lower than expected frequency and lack of systemic activity in recent accident years.
Commercial
The following table presents further detail of the development recorded for the Commercial segment.
Three months ended March 31
(In millions)20222021
Pretax (favorable) unfavorable development:
Commercial Auto$— $— 
General Liability— — 
Workers' Compensation(2)— 
Property and Other— — 
Total pretax (favorable) unfavorable development$(2)$— 
International
There was no development recorded in the International segment for the three months ended March 31, 2022 and 2021.
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Asbestos & Environmental Pollution (A&EP) Reserves
In 2010, Continental Casualty Company (CCC) together with several of the Company’s 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 on the Condensed Consolidated Statements of Operations.
The impact of the LPT on the Condensed Consolidated Statements of Operations was the recognition of a retroactive reinsurance benefit of $12 million and $10 million for the three months ended March 31, 2022 and 2021. As of March 31, 2022 and December 31, 2021, the cumulative amounts ceded under the LPT were $3.4 billion. The unrecognized deferred retroactive reinsurance benefit was $417 million and $429 million as of March 31, 2022 and December 31, 2021 and is included within Other liabilities on the Condensed Consolidated Balance Sheets.
NICO established a collateral trust account as security for its obligations to the Company. The fair value of the collateral trust account was $3.1 billion as of March 31, 2022. 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 majority of the Company’s A&EP claims.
Credit Risk for Ceded Reserves
The majority of the Company’s outstanding voluntary reinsurance receivables are due from reinsurers with financial strength ratings of A- or higher. Receivables due from reinsurers with lower financial strength ratings are primarily due from captive reinsurers and are backed by collateral arrangements.
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Note F. Legal Proceedings, Contingencies and Guarantees
The Company is a party to various claims and litigation incidental to its business, which, based on the facts and circumstances currently known, are not material to the Company's results of operations or financial position.
Guarantees
The Company has provided guarantees, if the primary obligor fails to perform, to holders of structured settlement annuities issued by a previously owned subsidiary. As of March 31, 2022, the potential amount of future payments the Company could be required to pay under these guarantees was approximately $1.6 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.
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Note G. Benefit Plans
The components of net periodic pension cost (benefit) are presented in the following table.
Three months ended March 31
(In millions)20222021
Net periodic pension cost (benefit)
Interest cost on projected benefit obligation$17 $15 
Expected return on plan assets(38)(38)
Amortization of net actuarial (gain) loss7 12 
Total net periodic pension cost (benefit)$(14)$(11)
The following table indicates the line items in which the non-service cost (benefit) is presented in the Condensed Consolidated Statements of Operations.
Three months ended March 31
(In millions)20222021
Non-Service Cost (Benefit):
Insurance claims and policyholder's benefits$(4)$(3)
Other operating expenses(10)(8)
Total net periodic pension cost (benefit)$(14)$(11)
    

    
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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 an allowance for credit lossesNet unrealized gains (losses) on other investmentsPension and postretirement benefitsCumulative foreign currency translation adjustmentTotal
Balance as of January 1, 2022$(2)$1,039 $(604)$(113)$320 
Other comprehensive income (loss) before reclassifications(4)(1,612)— (14)(1,630)
Amounts reclassified from accumulated other comprehensive income (loss) net of tax (expense) benefit of $—, $1, $2, $— and $3
— (1)(6)— (7)
Other comprehensive income (loss) net of tax (expense) benefit of $1, $424, $(2), $— and $423
(4)(1,611)6 (14)(1,623)
Balance as of March 31, 2022$(6)$(572)$(598)$(127)$(1,303)
(In millions)Net unrealized gains (losses) on investments with an allowance for credit lossesNet unrealized gains (losses) on other investmentsPension and postretirement benefitsCumulative foreign currency translation adjustmentTotal
Balance as of January 1, 2021$— $1,745 $(848)$(94)$803 
Other comprehensive income (loss) before reclassifications(3)(593)— 2 (594)
Amounts reclassified from accumulated other comprehensive income (loss) net of tax (expense) benefit of $1, $(8), $2, $— and $(5)
(3)34 (9)— 22 
Other comprehensive income (loss) net of tax (expense) benefit of $—, $162, $(2), $— and $160
— (627)9 2 (616)
Balance as of March 31, 2021$— $1,118 $(839)$(92)$187 

Amounts reclassified from Accumulated other comprehensive income (loss) shown above are reported in Net income (loss) as follows:
Component of AOCICondensed Consolidated Statements of Operations Line Item Affected by Reclassifications
Net unrealized gains (losses) on investments with an allowance for credit losses and Net unrealized gains (losses) on other investmentsNet investment gains (losses)
Pension and postretirement benefitsOther operating expenses and Insurance claims and policyholders' benefits
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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.
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, 2021. 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, Goodwill and Deferred non-insurance warranty acquisition expense and revenue 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 Net investment gains or losses are allocated primarily based on each segment's net carried insurance reserves, as adjusted. All significant intersegment income and expense have 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 net investment gains or losses and any cumulative effects of changes in accounting guidance. The calculation of core income (loss) excludes net investment gains or losses because net investment gains or losses are generally driven by economic factors that are not necessarily reflective of our primary operations.
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The Company's results of operations and selected balance sheet items by segment are presented in the following tables.
Three months ended March 31, 2022
Specialty
Commercial		InternationalLife &
Group		Corporate
& Other		  
(In millions)EliminationsTotal
Operating revenues 
Net earned premiums$772 $904 $264 $120 $(1)$— $2,059 
Net investment income103 118 14 212 1 — 448 
Non-insurance warranty revenue382 — — — — — 382 
Other revenues1 8 (1)(1)2 (2)7 
Total operating revenues1,258 1,030 277 331 2 (2)2,896 
Claims, benefits and expenses      
Net incurred claims and benefits445 573 158 281 (8)— 1,449 
Policyholders’ dividends1 5 — — — — 6 
Amortization of deferred acquisition costs157 148 39 — — — 344 
Non-insurance warranty expense354 — — — — — 354 
Other insurance related expenses81 130 47 31 2 — 291 
Other expenses13 7 1 3 41 (2)63 
Total claims, benefits and expenses1,051 863 245 315 35 (2)2,507 
Core income (loss) before income tax207 167 32 16 (33)— 389 
Income tax (expense) benefit on core income (loss)(44)(35)(6)7 5 — (73)
Core income (loss) $163 $132 $26 $23 $(28)$— 316 
Net investment gains (losses)(11)
Income tax (expense) benefit on net investment gains (losses)8 
Net investment gains (losses), after tax(3)
Net income (loss)$313 
March 31, 2022
(In millions)      
Reinsurance receivables$1,291 $947 $360 $399 $2,530 $— $5,527 
Insurance receivables1,055 1,503 359 4 (1)— 2,920 
Deferred acquisition costs370 294 102 — — — 766 
Goodwill117 — 30 — — — 147 
Deferred non-insurance warranty acquisition expense3,504 — — — — — 3,504 
Insurance reserves 
Claim and claim adjustment expenses6,623 8,934 2,316 3,712 2,763 — 24,348 
Unearned premiums3,029 2,161 624 128 — — 5,942 
Future policy benefits— — — 11,938 — — 11,938 
Deferred non-insurance warranty revenue4,528 — — — — — 4,528 
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Three months ended March 31, 2021
Specialty
Commercial		InternationalLife &
Group		Corporate
& Other		  
(In millions)EliminationsTotal
Operating revenues 
Net earned premiums$735 $855 $252 $120 $— $— $1,962 
Net investment income117 148 14 219 6 — 504 
Non-insurance warranty revenue338 — — — — — 338 
Other revenues— 5 — 1 1 (2)5 
Total operating revenues1,190 1,008 266 340 7 (2)2,809 
Claims, benefits and expenses    
Net incurred claims and benefits427 639 155 281 (2)— 1,500 
Policyholders’ dividends1 5 — — — — 6 
Amortization of deferred acquisition costs154 153 52 — — — 359 
Non-insurance warranty expense311 — — — — — 311 
Other insurance related expenses70 115 35 25 10 — 255 
Other expenses11 9 (5)2 42 (2)57 
Total claims, benefits and expenses974 921 237 308 50 (2)2,488 
Core income (loss) before income tax216 87 29 32 (43)— 321 
Income tax (expense) benefit on core income (loss)(46)(18)(5)4 7 — (58)
Core income (loss)$170 $69 $24 $36 $(36)$— 263 
Net investment gains (losses)57 
Income tax (expense) benefit on net investment gains (losses)(8)
Net investment gains (losses), after tax49 
Net income (loss)$312 
December 31, 2021
(In millions)
Reinsurance receivables$1,200 $923 $381 $401 $2,579 $— $5,484 
Insurance receivables1,136 1,488 340 6 4 — 2,974 
Deferred acquisition costs363 278 96 — — — 737 
Goodwill117 — 31 — — — 148 
Deferred non-insurance warranty acquisition expense3,476 — — — — — 3,476 
Insurance reserves 
Claim and claim adjustment expenses6,433 8,890 2,280 3,754 2,817 — 24,174 
Unearned premiums3,001 2,066 585 109 — — 5,761 
Future policy benefits— — — 13,236 — — 13,236 
Deferred non-insurance warranty revenue4,503 — — — — — 4,503 

33
The following table presents operating revenues by line of business for each reportable segment.
Three months ended March 31
(In millions)20222021
Specialty
Management & Professional Liability$673 $667 
Surety148 142 
Warranty & Alternative Risks437 381 
Specialty revenues1,258 1,190 
Commercial
Middle Market362 375 
Construction324 309 
Small Business138 126 
Other Commercial206 198 
Commercial revenues1,030 1,008 
International
Canada88 79 
Europe120 111 
Hardy69 76 
International revenues277 266 
Life & Group revenues331 340 
Corporate & Other revenues 2 7 
Eliminations(2)(2)
Total operating revenues2,896 2,809 
Net investment gains (losses)(11)57 
Total revenues$2,885 $2,866 

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Note J. Non-Insurance Revenues from Contracts with Customers
The Company had deferred non-insurance warranty revenue balances of $4.5 billion reported in Deferred non-insurance warranty revenue as of March 31, 2022 and December 31, 2021. For the three months ended March 31, 2022 and 2021, the Company recognized $0.4 billion and $0.3 billion of revenues that were included in the deferred revenue balance as of January 1, 2022 and 2021. For the three months ended March 31, 2022 and 2021, 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 $1.0 billion of the deferred revenue in the remainder of 2022, $1.1 billion in 2023, $0.9 billion in 2024 and $1.5 billion thereafter.


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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.
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, 2021.
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 net investment gains or losses and any cumulative effects of changes in accounting guidance. The calculation of core income (loss) excludes net investment gains or losses because net investment gains or losses are generally driven by economic factors that are not necessarily reflective of our primary 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 Annual Report on Form 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 loss ratio excluding catastrophes and development, the expense ratio, the dividend ratio, the combined ratio and the combined ratio excluding catastrophes and development. 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 loss ratio excluding catastrophes and development excludes catastrophes losses and changes in estimates of claim and claim adjustment expense reserves, net of reinsurance, for prior years from the loss ratio. The expense ratio is the percentage of insurance underwriting and acquisition expenses, including the amortization of deferred acquisition costs, 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. The combined ratio excluding catastrophes and development is the sum of the loss ratio excluding catastrophes and development, the expense ratio and the dividend ratio. 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. For certain products within Small Business, where quantifiable, rate includes the influence of new business as well. 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. Gross written premiums, excluding third party captives, excludes business which is ceded to third party captives, including business related to large warranty programs.
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 any 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.
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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 discussed 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
•Long Term Care Reserves
•Reinsurance and Insurance Receivables
•Valuation of Investments and Impairment of Securities
•Income Taxes
Due to the inherent uncertainties involved with these types of judgments, actual results could differ significantly from our estimates and may have a material adverse impact on our results of operations, financial condition, 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, 2021 for further information.

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Table of Contents
CONSOLIDATED OPERATIONS
Results of 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 a discussion of the core income (loss) financial measure, see the Segment Results section within this MD&A. For further discussion of Net investment income and Net investment gains or losses, see the Investments section of this MD&A.

Three months ended March 31
(In millions)20222021
Operating Revenues
Net earned premiums$2,059 $1,962 
Net investment income448 504 
Non-insurance warranty revenue382 338 
Other revenues7 5 
Total operating revenues2,896 2,809 
Claims, Benefits and Expenses
Net incurred claims and benefits1,449 1,500 
Policyholders' dividends6 6 
Amortization of deferred acquisition costs344 359 
Non-insurance warranty expense354 311 
Other insurance related expenses291 255 
Other expenses63 57 
Total claims, benefits and expenses2,507 2,488 
Core income before income tax389 321 
Income tax expense on core income(73)(58)
Core income316 263 
Net investment (losses) gains(11)57 
Income tax benefit (expense) on net investment (losses) gains8 (8)
Net investment (losses) gains, after tax(3)49 
Net income $313 $312 
Core income increased $53 million for the three months ended March 31, 2022 as compared with the same period in 2021. Core income for our Property & Casualty Operations increased $58 million due to lower catastrophe losses and improved non-catastrophe current accident year underwriting results partially offset by lower net investment income driven by limited partnership and common stock returns. Core income for our Life & Group segment decreased $13 million while core loss for our Corporate & Other segment improved $8 million.
Catastrophe losses were $19 million and $125 million for the three months ended March 31, 2022 and 2021. Catastrophe losses for the three months ended March 31, 2022 were primarily related to severe weather related events. Catastrophe losses for the three months ended March 31, 2021 were primarily driven by Winter Storms Uri and Viola. Favorable net prior year loss reserve development of $12 million and $15 million was recorded in the three months ended March 31, 2022 and 2021 related to our Specialty and Commercial 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
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.
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Table of Contents
Specialty
The following table details the results of operations for Specialty.
Three months ended March 31
(In millions, except ratios, rate, renewal premium change and retention)20222021
Gross written premiums$1,846 $1,794 
Gross written premiums excluding third-party captives885 816 
Net written premiums771 742 
Net earned premiums772 735 
Net investment income103 117 
Core income 163 170 
Other performance metrics:
Loss ratio excluding catastrophes and development58.9 %59.4 %
Effect of catastrophe impacts— 0.7 
Effect of development-related items(1.3)(2.1)
Loss ratio57.6 58.0 
Expense ratio30.9 30.6 
Dividend ratio0.2 0.2 
Combined ratio88.7 %88.8 %
Combined ratio excluding catastrophes and development90.0 %90.2 %
Rate9 %11 %
Renewal premium change10 12 
Retention85 86 
New business$145 $103 
Gross written premiums, excluding third-party captives, for Specialty increased $69 million for the three months ended March 31, 2022 as compared with the same period in 2021 driven by higher new business and rate. Net written premiums for Specialty increased $29 million for the three months ended March 31, 2022 as compared with the same period in 2021. The increase in net earned premiums was consistent with the trend in net written premiums.
Core income decreased $7 million for the three months ended March 31, 2022 as compared with the same period in 2021 primarily due to lower net investment income driven by limited partnership and common stock returns partially offset by improved current accident year underwriting results.
The combined ratio of 88.7% improved 0.1 point for the three months ended March 31, 2022 as compared with the same period in 2021 due to a 0.4 point improvement in the loss ratio largely offset by a 0.3 point increase in the expense ratio. The improvement in the loss ratio was primarily driven by improved current accident year underwriting results partially offset by lower favorable net prior year loss reserve development. There were no catastrophe losses for the three months ended March 31, 2022, as compared with $5 million, or 0.7 points of the loss ratio, for the three months ended March 31, 2021. The increase in the expense ratio was driven by higher underwriting expenses partially offset by higher net earned premiums.
Favorable net prior year loss reserve development of $10 million and $15 million was recorded for the three months ended March 31, 2022 and 2021. 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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The following table summarizes the gross and net carried reserves for Specialty.
(In millions)March 31, 2022December 31, 2021
Gross case reserves$1,570 $1,578 
Gross IBNR reserves5,053 4,855 
Total gross carried claim and claim adjustment expense reserves$6,623 $6,433 
Net case reserves$1,348 $1,338 
Net IBNR reserves4,035 3,927 
Total net carried claim and claim adjustment expense reserves$5,383 $5,265 

41
Commercial
The following table details the results of operations for Commercial.
Three months ended March 31
(In millions, except ratios, rate, renewal premium change and retention)20222021
Gross written premiums$1,208 $1,113 
Gross written premiums excluding third-party captives1,206 1,111 
Net written premiums1,001 960 
Net earned premiums904 855 
Net investment income118 148 
Core income132 69 
Other performance metrics:
Loss ratio excluding catastrophes and development61.5 %60.8 %
Effect of catastrophe impacts1.8 13.4 
Effect of development-related items— 0.5 
Loss ratio63.3 74.7 
Expense ratio30.7 31.4 
Dividend ratio0.5 0.6 
Combined ratio94.5 %106.7 %
Combined ratio excluding catastrophes and development92.7 %92.8 %
Rate5 %10 %
Renewal premium change8 11 
Retention85 83 
New business$228 $211 
Gross written premiums for Commercial increased $95 million for the three months ended March 31, 2022 as compared with the same period in 2021 driven by rate and retention. Net written premiums for Commercial increased $41 million for the three months ended March 31, 2022 as compared with the same period in 2021. The increase in net earned premiums was consistent with the trend in net written premiums.
Core income increased $63 million for the three months ended March 31, 2022 as compared with the same period in 2021, primarily due to lower catastrophe losses partially offset by lower net investment income driven by limited partnership and common stock returns.
The combined ratio of 94.5% improved 12.2 points for the three months ended March 31, 2022 as compared with the same period in 2021 primarily due to a 11.4 point improvement in the loss ratio and a 0.7 point improvement in the expense ratio. The improvement in the loss ratio was primarily due to lower catastrophe losses. Catastrophe losses were $16 million, or 1.8 points of the loss ratio, for the three months ended March 31, 2022, as compared with $115 million, or 13.4 points of the loss ratio, for the three months ended March 31, 2021. The combined ratio excluding catastrophes and development improved 0.1 point for the three months ended March 31, 2022 as compared with the same period in 2021. The improvement in the expense ratio of 0.7 points was driven by higher net earned premiums and lower acquisition costs partially offset by an increase in underwriting expenses. The loss ratio excluding catastrophes and development increased 0.7 points due to a shift in mix of business associated with the property quota share treaty we purchased during the second quarter of 2021. Our property coverages, which have a lower underlying loss ratio than most other commercial coverages, now represent a smaller proportion of net earned premiums. On a mix adjusted basis, there was no change in the underlying loss ratio.
Favorable net prior year loss reserve development of $2 million was recorded for the three months ended March 31, 2022 as compared with no net prior year loss reserve development for the three months ended March 31, 2021. 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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The following table summarizes the gross and net carried reserves for Commercial.
(In millions)March 31, 2022December 31, 2021
Gross case reserves$3,102 $3,184 
Gross IBNR reserves5,832 5,706 
Total gross carried claim and claim adjustment expense reserves$8,934 $8,890 
Net case reserves$2,796 $2,850 
Net IBNR reserves5,315 5,215 
Total net carried claim and claim adjustment expense reserves$8,111 $8,065 

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International
The following table details the results of operations for International.
Three months ended March 31
(In millions, except ratios, rate, renewal premium change and retention)20222021
Gross written premiums$363 $343 
Net written premiums251 235 
Net earned premiums264 252 
Net investment income14 14 
Core income26 24 
Other performance metrics:
Loss ratio excluding catastrophes and development58.6 %59.6 %
Effect of catastrophe impacts1.2 2.0 
Effect of development-related items— (0.1)
Loss ratio59.8 61.5 
Expense ratio32.6 34.4 
Combined ratio92.4 %95.9 %
Combined ratio excluding catastrophes and development91.2 %94.0 %
Rate9 %14 %
Renewal premium change10 12 
Retention73 75 
New business$78 $80 
Gross written premiums for International increased $20 million for the three months ended March 31, 2022 as compared with the same period in 2021. Excluding the effect of foreign currency exchange rates, gross written premiums increased $30 million driven by rate. Net written premiums for International increased $16 million for the three months ended March 31, 2022 as compared with the same period in 2021. Excluding the effect of foreign currency exchange rates, net written premiums increased $26 million for the three months ended March 31, 2022 as compared with the same period in 2021. The increase in net earned premiums was consistent with the trend in net written premiums.
Core income increased $2 million for the three months ended March 31, 2022 as compared with the same period in 2021 driven by improved current accident year underwriting results.
The combined ratio of 92.4% improved 3.5 points for the three months ended March 31, 2022 as compared with the same period in 2021 due to a 1.8 point improvement in the expense ratio and a 1.7 point improvement in the loss ratio. The improvement in the expense ratio was driven by lower acquisition costs and higher net earned premiums. The improvement in the loss ratio was driven by improved current accident year underwriting results. Catastrophe losses were $3 million, or 1.2 points of the loss ratio, for 2022, as compared with $5 million, or 2.0 points of the loss ratio, for the three months ended March 31, 2021.
There was no net prior year loss reserve development for the three months ended March 31, 2022 or 2021.







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The following table summarizes the gross and net carried reserves for International.
(In millions)March 31, 2022December 31, 2021
Gross case reserves$829 $859 
Gross IBNR reserves1,487 1,421 
Total gross carried claim and claim adjustment expense reserves$2,316 $2,280 
Net case reserves$718 $744 
Net IBNR reserves1,251 1,196 
Total net carried claim and claim adjustment expense reserves$1,969 $1,940 
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Life & Group
The following table summarizes the results of operations for Life & Group.
Three months ended March 31
(In millions)20222021
Net earned premiums$120 $120 
Net investment income212 219 
Core income before income tax16 32 
Income tax benefit on core income7 4 
Core income23 36 
Core income decreased $13 million for the three months ended March 31, 2022 as compared with the same period in 2021 primarily due to lower net investment income and higher expenses.
Corporate & Other
The following table summarizes the results of operations for the Corporate & Other segment, including intersegment eliminations.
Three months ended March 31
(In millions)20222021
Net investment income$1 $6 
Interest expense28 28 
Core loss(28)(36)
Core loss improved $8 million for the three months ended March 31, 2022 as compared with the same period in 2021. The prior period included the recognition of a $12 million after-tax loss resulting from the legacy Excess Workers' Compensation (EWC) Loss Portfolio Transfer (LPT).
The following table summarizes the gross and net carried reserves for Corporate & Other.
(In millions)March 31, 2022December 31, 2021
Gross case reserves$1,580 $1,551 
Gross IBNR reserves1,183 1,266 
Total gross carried claim and claim adjustment expense reserves$2,763 $2,817 
Net case reserves$139 $146 
Net IBNR reserves144 148 
Total net carried claim and claim adjustment expense reserves$283 $294 

46
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 securities and non-redeemable preferred stock.
Three months ended March 31
(In millions)20222021
Fixed income securities:
Taxable fixed income securities$368 $359 
Tax-exempt fixed income securities73 80 
Total fixed income securities441 439 
Limited partnership and common stock investments8 61 
Other, net of investment expense(1)4 
Net investment income$448 $504 
Effective income yield for the fixed income securities portfolio4.3 %4.4 %
Limited partnership and common stock return0.4 %3.4 %
Net investment income decreased $56 million for the three months ended March 31, 2022 as compared with the same period in 2021 driven by lower limited partnership and common stock returns.
Net Investment Gains (Losses)
The components of Net investment gains (losses) are presented in the following table.
Three months ended March 31
(In millions)20222021
Fixed maturity securities:
Corporate and other bonds$3 $36 
States, municipalities and political subdivisions3 (1)
Asset-backed(8)3 
Total fixed maturity securities(2)38 
Non-redeemable preferred stock(38)2 
Short term and other29 17 
Net investment (losses) gains(11)57 
Income tax benefit (expense) on net investment (losses) gains8 (8)
Net investment (losses) gains, after tax$(3)$49 
Net investment results decreased $68 million for the three months ended March 31, 2022 as compared with the same period in 2021 driven by the unfavorable change in fair value of non-redeemable preferred stock and lower net investment gains on disposals of fixed maturity securities.
Further information on our investment gains and losses is set forth in Note C to the Condensed Consolidated Financial Statements included under Part I, Item 1.
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Portfolio Quality
The following table presents the estimated fair value and net unrealized gains (losses) of our fixed maturity securities by rating distribution.
March 31, 2022December 31, 2021

(In millions)		Estimated Fair ValueNet Unrealized Gains (Losses)Estimated Fair ValueNet Unrealized Gains (Losses)
U.S. Government, Government agencies and Government-sponsored enterprises$2,497 $(107)$2,600 $42 
AAA3,513 97 3,784 360 
AA 7,243 160 7,665 823 
A9,062 366 9,511 1,087 
BBB17,497 552 18,458 2,043 
Non-investment grade2,133 (34)2,362 91 
Total$41,945 $1,034 $44,380 $4,446 
As of March 31, 2022 and December 31, 2021, 1% of our fixed maturity portfolio was rated internally. AAA rated securities included $1.5 billion and $1.7 billion of pre-refunded municipal bonds as of March 31, 2022 and December 31, 2021.
The following table presents available-for-sale fixed maturity securities in a gross unrealized loss position by ratings distribution.
March 31, 2022
(In millions)Estimated Fair ValueGross Unrealized Losses
U.S. Government, Government agencies and Government-sponsored enterprises$2,095 $116 
AAA993 105 
AA2,809 269 
A3,300 205 
BBB6,073 392 
Non-investment grade1,254 70 
Total$16,524 $1,157 
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.
March 31, 2022
(In millions)Estimated Fair ValueGross Unrealized Losses
Due in one year or less238 4 
Due after one year through five years3,081 97 
Due after five years through ten years7,754 465 
Due after ten years5,451 591 
Total$16,524 $1,157 
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Duration
A primary objective in the management of the investment portfolio is to optimize return relative to the 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 as well as 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.
March 31, 2022December 31, 2021
(In millions)Estimated Fair ValueEffective
Duration
(In years)		Estimated Fair ValueEffective
Duration
(In years)
Investments supporting Life & Group$16,868 8.9 $18,458 9.2 
Other investments27,045 5.0 28,915 4.9 
Total$43,913 6.5 $47,373 6.6 
The investment portfolio is periodically analyzed for changes in duration and related price risk. Certain securities have duration characteristics that are variable based on market interest rates, credit spreads and other factors that may drive variability in the amount and timing of cash flows. 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, 2021.
49
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Our primary operating cash flow sources are premiums and investment income. 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 three months ended March 31, 2022, net cash provided by operating activities was $645 million as compared with $82 million for the same period in 2021. The increase in cash provided by operating activities was driven by the prior year payment of the EWC LPT premium.
Cash flows from investing activities include the purchase and disposition of financial instruments, excluding those held as trading, and may include the purchase and sale of businesses, equipment and other assets not generally held for resale.
Net cash used by investing activities was $129 million for the three months ended March 31, 2022, as compared with net cash provided of $408 million for the same period in 2021. Net cash used or provided by investing activities is primarily driven by cash available from operations and by other factors, such as financing activities.
Cash flows from financing activities may include proceeds from the issuance of debt and equity securities, and outflows for stockholder dividends, repayment of debt and purchases of treasury stock.
For the three months ended March 31, 2022, net cash used by financing activities was $688 million as compared with $321 million for the same period in 2021. In the first quarter of 2022, we paid dividends of $657 million and repurchased 445,000 shares of common stock at an aggregate cost of $21 million. In the first quarter of 2021, we paid dividends of $310 million and repurchased 66,000 shares of our common stock at an aggregate cost of $3 million.
Common Stock Dividends
Cash dividends of $2.40 per share on our common stock, including a special cash dividend of $2.00 per share, were declared and paid during the three months ended March 31, 2022. On April 29, 2022, our Board of Directors declared a quarterly cash dividend of $0.40 per share, payable June 2, 2022 to stockholders of record on May 16, 2022. 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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Liquidity
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 Federal Home Loan Bank of Chicago (FHLBC).
Dividends from Continental Casualty Company (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 March 31, 2022, CCC was in a positive earned surplus position. CCC paid dividends of $535 million and $330 million during the three months ended March 31, 2022 and 2021. 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 on file with the Securities and Exchange Commission under which we may publicly issue debt, equity or hybrid securities from time to time.
51
ACCOUNTING STANDARDS UPDATE
In August 2018, the FASB issued ASU 2018-12, Financial Services-Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. The updated accounting guidance requires changes to the measurement and disclosure of long-duration contracts. For the Company, this includes the Long term care and fully-ceded single premium immediate annuity business.
The most significant impact will be the effect of updating the discount rate assumption quarterly to reflect an upper-medium grade fixed-income instrument yield, rather than CNA’s expected investment portfolio yield. This will be partially offset by the de-recognition of Shadow Adjustments associated with long-duration contracts. The Company expects the net impact of these changes will be a $2.2 billion - $2.5 billion decrease in Accumulated other comprehensive income as of the transition date of January 1, 2021. To illustrate the sensitivity of this adjustment, had the Company used interest rates in effect as of March 31, 2022 in its calculation, the transition impact would have been a $1.0 billion - $1.3 billion decrease in Accumulated other comprehensive income.
For a discussion of Accounting Standards Updates, 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 (note that loss reserves for long term care, A&EP and other mass tort claims 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; 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 as well as those risks contained in the Risk Factors section of our 2021 Annual Report on Form 10-K:
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 2021 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 transactions in which, subject to certain limitations, we ceded our legacy A&EP and EWC liabilities, respectively, will not fully perform their respective obligations to CNA, the uncertainty in estimating loss reserves for A&EP and EWC liabilities and the possible continued exposure of CNA to liabilities for A&EP and EWC claims that are not covered under the terms of the respective transactions;
•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 COVID-19 pandemic and measures to mitigate the spread of the virus may continue to result in increased claims and related litigation or regulatory risk across our enterprise;
•the impact of competitive products, policies and pricing and the competitive environment in which we operate, including changes in our book of business;
52
•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 losses to our lines of business 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 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.
Regulatory and Legal Factors
•regulatory and legal initiatives and compliance with governmental regulations and other legal requirements, including with respect to cyber security protocols, legal inquiries by state authorities, judicial interpretations within the regulatory framework, including interpretation of policy provisions, decisions regarding coverage and theories of liability, legislative actions that increase claimant activity, including those revising applicability of statutes of limitations, 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;
•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; and
•regulatory and legal implications relating to the sophisticated cyber incident sustained by the Company in March 2021 that may arise.
Impact of Natural and Man-Made Disasters and Mass Tort Claims
•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, wildfires, 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;
•the occurrence of epidemics and pandemics; and
•mass tort claims, including those related to exposure to potentially harmful products or substances such as glyphosate, lead paint and opioids; and claims arising from changes that repeal or weaken tort reforms, such as those related to abuse reviver statutes.
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.
53
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes in our market risk components for the three months ended March 31, 2022. 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, 2021 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 March 31, 2022, 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 March 31, 2022.
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 March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Table of Contents
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 2. Unregistered Sales of Equity Securities and Use of Proceeds
Items 2 (a) and (b) are not applicable
(c) The table below details the repurchases of our common stock made during the three months ended March 31, 2022.
Period(a) Total number of shares purchased(b) Average price paid per share(c) Total number of shares purchased as part of publicly announced plans or programs(d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (in millions)
February 1, 2022 - February 28, 202250,679 $45.85 N/AN/A
March 1, 2022 - March 31, 2022394,321 $46.57 N/AN/A
Total445,000 N/AN/A
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Table of Contents
Item 6. Exhibits
See Exhibit Index.

56
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: May 2, 2022By/s/ Scott R. Lindquist
Scott R. Lindquist
Executive Vice President and
Chief Financial Officer
(Duly authorized officer and principal financial officer)

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Table of Contents
EXHIBIT INDEX
Description of ExhibitExhibit Number
10.1
10.2
31.1
  
31.2
  
32.1
  
32.2
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document101.INS
Inline XBRL Taxonomy Extension Schema101.SCH
Inline XBRL Taxonomy Extension Calculation Linkbase101.CAL
Inline XBRL Taxonomy Extension Definition Linkbase101.DEF
Inline XBRL Taxonomy Label Linkbase101.LAB
Inline XBRL Taxonomy Extension Presentation Linkbase101.PRE
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)104.1
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EXHIBIT 10.1
GENERAL RELEASE AND SEPARATION AGREEMENT
    This General Release and Separation Agreement (“Agreement”) is entered into by Kevin Smith (“Employee”) and CNA Financial Corporation in order to resolve all matters between Employee and CNA Financial Corporation relating to Employee’s employment. For purposes of this Agreement, CNA Financial Corporation includes its past and present parents, subsidiaries, and affiliated companies; their respective predecessors, successors, and assigns; and their respective past and present shareholders, directors, trustees, officers, employees, agents, attorneys, benefit plans, and insurers (collectively, the “Company”) (together Employee and Company shall be considered the “Parties”). Employee is advised to consult an attorney before signing this Agreement.
1.    Termination of Employment. Employee has resigned from the Company and his employment with the Company will end on June 1, 2022 (“Separation Date”). As of such date, Employee shall cease to be employed by the Company and by each and every subsidiary or affiliate of the Company in any capacity. This Agreement constitutes Employee’s resignation on the Separation Date as an employee, officer, and/or director of, and from any other title or position with, the Company and each of the Company’s subsidiaries and affiliates. From March 14, 2022 through the Separation Date (the “Transition Period”), Employee agrees to assist the Company in the transition of his duties in connection with his role as President & Chief Operating Officer, CNA Specialty, as instructed by the Company’s Executive Vice President & Global Head of Underwriting and Company’s Executive Vice President & Chief Human Resources Officer, or their designee(s). During the Transition Period, Employee’s duties, responsibilities and authority may be modified at the Company’s discretion. Notwithstanding the foregoing, through the Separation Date, Employee will remain an employee at will whose employment may be terminated by Employee or the Company for any reason (or without stated reason). If Employee’s employment is terminated for any reason prior to the Separation Date, the date of termination will become the Separation Date for all purposes of this Agreement. If Employee’s employment is terminated prior to the Separation Date by the Company without Cause (as defined below), Employee shall be entitled to the Consideration described in Paragraph 2. For purposes of this Agreement, “Cause” shall mean the Employee engaged in (i) criminal activity, unless Employee had no reasonable cause to believe his conduct was criminal or (ii) material willful misconduct that, if capable of being cured, is not cured after five (5) business days’ written notice from the Company of such misconduct. For avoidance of doubt, material willful misconduct may include Employee’s refusal to effectuate transition of his duties and responsibilities as directed. If Employee’s employment is terminated prior to the Separation Date as defined above, either voluntarily by Employee or by the Company for Cause, then Employee shall not be entitled to the Consideration described in Paragraph 2.
2.    Consideration. In consideration of the covenants undertaken and releases given by Employee in this Agreement, the Company agrees to provide the following:
a.    The Company shall pay Employee the gross amount of $3,500,000 (three million five hundred thousand dollars), less statutory taxes and withholdings (the “Settlement Payment”). The Settlement Payment will be paid in two (2) installments, the first installment payment of $2,500,000 to occur twenty (20) days after the Company receives this signed Agreement or within thirty (30) days after the Separation Date, whichever occurs later (and provided Employee signs, returns and does not revoke his signature on the Agreement), and the second installment payment of $1,000,000 to occur on or about the first payroll date in January 2023.
b.    The Company shall pay Employee 100% of Employee’s 2021 Annual Incentive Bonus in the amount of $1,600,000 (one million six hundred thousand dollars) pursuant to the terms of the relevant Plan, which shall be payable to Employee on March 15, 2022, commensurate with other similarly situated employees of the Company, and subject to applicable withholdings. Employee’s 2019 LTI will vest according to schedule on March 15, 2022.
c.    After the Employee’s Separation Date, the Company will also provide Employee continued coverage under the Company’s CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program (“the Plans”), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee’s active rate for seven (7) months following the Separation Date (“Benefit Period”) if: (a) Employee was enrolled in that particular coverage on the Separation Date; (b) Employee elects to receive that continued coverage; and (c) Employee is not eligible for coverage under the plans of another employer, which is comparable to the terms and conditions of the plan Employee is enrolled in as of the Separation Date. Employee’s separate eligibility for continuation of health insurance as provided by the federal law known as COBRA begins to run at the Separation Date. Employee agrees to notify the Company promptly if he becomes eligible for coverage under another employer’s comparable plans.
3.    Acknowledgement of Consideration. The Company is not obligated to pay the Consideration described above. Rather, the Company agrees to provide these items of value only in return for Employee’s acceptance of this Agreement and release of legal rights.
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4.     Taxes. The Company shall withhold required federal and state tax amounts on the gross amount described in the Consideration paragraph above. Employee understands and agrees that the Company is not providing any tax or legal advice in connection with this Agreement, and that the Company makes no representations regarding tax obligations or consequences, if any, related to this Agreement. Employee agrees that Employee shall be exclusively responsible for the payment of all federal and state taxes that may be due as the result of the Settlement Payment under this Agreement. Employee hereby agrees to indemnify and hold harmless the Company and any other releasee from payment of taxes, interest or penalties that may be required by any governmental agency at any time as the result of the Settlement Payment and continued insurance benefits to Employee as set forth herein. In addition, the Parties intend that any payments contemplated by this Agreement shall constitute “short-term deferral” and are not “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In no event will the Company have any liability with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.
5.    Accrued Benefits. Whether or not Employee chooses to sign this Agreement, Employee will be paid his regular base salary through the Separation Date, and will receive payment for all earned unused paid time off due to Employee as of the Separation Date under Company policy, which shall be payable to Employee on the next regularly scheduled payday following the Separation Date. All applicable federal, state, and local withholdings will be deducted from this amount.
6.    No Admission of Wrongdoing. This Agreement is not an admission that the Company has any liability to Employee, or of any wrongdoing by the Company. The Company denies any liability of any kind to Employee.
7.    Waiver and Release of All Claims. In return for the Settlement Payment, Employee agrees to waive and release all legal claims that Employee may have against the Company except as specifically stated below. This means that Employee gives up all legal rights to recover any additional amounts or obtain any additional relief from the Company. The additional amounts referred to in this paragraph include, but are not limited to, salary, bonus, long term incentive, annual incentive bonus, severance, SUB Pay, stock incentives, or other compensation or benefits other than the Consideration specified in this Agreement. By signing this Agreement, Employee is giving up all claims Employee may have on the date Employee signs this Agreement, whether or not Employee knows about those claims. The claims Employee is giving up include all claims based upon Employee’s employment with the Company or the termination of Employee’s employment, including, but not limited to, any and all claims for:
•any pay/compensation/benefits (whether under the federal Fair Labor Standards Act or otherwise) including backpay, front pay, bonuses, commissions, equity, expenses, incentives, insurance, paid/unpaid leave/time off, profit sharing, salary, or separation pay/benefits;
•compensatory/emotional/distress damages; punitive or liquidated damages, attorneys’ fees, costs, interest or penalties;
•any violation of express or implied employment contracts, covenants, promises or duties, intellectual property or other proprietary rights;
•unlawful or tortious conduct such as assault or battery; background check violations; defamation; detrimental reliance; fiduciary breach; fraud; indemnification; intentional or negligent infliction of emotional distress; interference with contractual or other legal rights; invasion of privacy; loss of consortium; misrepresentation; negligence (including negligent hiring, retention or supervision); personal injury; promissory estoppel; public policy violation; retaliatory discharge; safety violations; posting or records-related violations; wrongful discharge; or other federal, state or local statutory or common law matters;
•any violation of any city, local, state, or federal laws, statutes, ordinances, executive orders, regulations, or constitutions, including but not limited to discrimination or harassment based on age (including Age Discrimination in Employment Act or “ADEA” claims), ancestry, benefit entitlement, citizenship, color, concerted activity, disability, ethnicity, gender, gender identity, genetic information, harassment, immigration status, income source, jury duty, leave rights, marital status, military status, national origin, parental status, political affiliation, protected off-duty conduct, race, religion, retaliation, sexual orientation, union activity, veteran status, whistleblower activity, other legally protected status or activity; or any allegation that payment under this Agreement was affected by any such discrimination or harassment;
•any violation of any city, local, state, or federal laws, statutes, ordinances, executive orders, regulations, or constitutions, including but not limited to ADEA, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d), the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. § 2601 et seq.; Illinois Human Rights Act, as amended; Illinois
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Whistleblower Act; Illinois Arrest History Discrimination Law; Illinois Employment Contract Act; Illinois Labor Dispute Act; the Illinois Constitution; Illinois common law, as well as any and all other applicable federal, state, county or local law, statute, ordinance or regulation; and;
•any participation in any class, collective, or representative action against the Company.
8.     Release Exclusions/Additional Employee Protections. Nothing in the Waiver and Release above or any other part of this Agreement limits Employee’s right to make truthful statements or disclosures regarding alleged unlawful employment practices by the Company. In addition, neither the release provisions above nor anything else in this Agreement limit Employees right to: file a charge with an administrative agency such as the Equal Employment Opportunity Commission (“EEOC”) or a state fair employment practices agency, or communicate directly with or provide information (including testimony) to an agency, self-regulatory authority, or state or federal regulatory authority, such as the Financial Industry Regulatory Authority (“FINRA”) or the U.S. Securities and Exchange Commission (“SEC”), or otherwise participate in an agency proceeding; (ii) testify before the state legislature at the legislature’s written request or in court pursuant to subpoena or court order; or (iii) communicate with law enforcement or Employee’s attorney. However, Employee agrees not to accept any money or other individual relief that might be awarded to Employee. If relief is nonetheless awarded, Employee agrees that Employer shall be entitled to recover an amount equal to the Settlement Payment from any money awarded to Employee in connection with such proceedings minus $200. However, nothing in this Agreement limits Employee’s right to receive money from the SEC as a reward for information.
9.    Agreement Not to Sue. Employee agrees not to sue the Company in any court with respect to any of the claims released in this Agreement except as specifically permitted in this paragraph below. If Employee, or anyone on Employee’s behalf, breaks this promise, then Employee shall be required to repay the Settlement Payment except for $200; alternatively, at the Company’s option, Employee shall be liable for the payment of all costs and attorneys’ fees paid by the Company in connection with such a lawsuit. This Agreement not to sue does not prohibit Employee from bringing a lawsuit to challenge the enforceability of this Agreement as it relates to age discrimination claims. Employee will not be required to repay the Settlement Payment in order to challenge the validity or enforceability of this Agreement under the Age Discrimination in Employment Act, and will not be liable for the payment of costs and fees paid by the Company in connection with such a challenge. This does not mean that Employee retains the right to obtain relief for age discrimination after signing this Agreement. After signing this Agreement, Employee may obtain relief for age discrimination only if Employee obtains a court order stating that this Agreement is not enforceable.
10.    Effect on Other Claims. This Agreement does not apply to claims based upon conduct or injuries that occur after the date this Agreement is signed. It also does not apply to or affect (a) any insurance claims or workers’ compensation claims filed before the date of this Agreement; (b) Employee’s right to retirement benefits; or (c) any state unemployment compensation benefits to which Employee may be entitled as a result of the termination of Employee’s employment with the Company.
11.    Confidentiality. Employee agrees to be bound by the Company’s Confidentiality, Computer Responsibility and Professional Certification Agreement, a copy of which Employee acknowledges having previously received. Employee agrees that all Confidential Information as defined below is commercially valuable and is the property of the Company, and agrees not to reveal or use Confidential Information learned as a result of Employee’s employment with the Company. Employee shall return all Confidential Information (whether it exists in written, electronic, computerized, or another form) to the Company before termination of Employee’s employment. For purposes of this Agreement, “Confidential Information” includes all information, knowledge, or data not generally known outside the Company concerning the business of: (a) the Company; and (b) the Company’s customers, employees, agents, brokers, and vendors.
Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, Employee is hereby notified that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the Company’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
12.    Company Property. On or prior to the Separation Date, Employee shall return to the Company all Company property in his possession or use, including, without limitation, all automobiles, printers, cell phones, credit cards, building-access cards and keys, other electronic equipment and related materials, and any records, software or other data from Employee’s personal computers or laptops which are not themselves Company property, however stored, relating to the Company’s Confidential Information.
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13.    Assistance with Claims. While employed at the Company and for twelve (12) months after the Separation Date, Employee will be available on a reasonable basis to assist the Company with any legal or regulatory proceedings involving Employee’s role as the Company’s President & Chief Operating Officer, CNA Specialty. Employee shall promptly inform the Company if Employee is requested: (a) to provide information or testimony in connection with or otherwise become involved in any claim against the Company; or (b) to assist with or participate in any investigation of the Company by others.
14.    Non-Disparagement. Employee agrees that he will not, and will not encourage or induce others to, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, its subsidiaries, affiliates or shareholders or any of their respective past, present or future directors, officers, employees, agents, shareholders or members or any of their respective successors and assigns. The Company will issue internal and external announcements regarding Employee’s separation stating that Employee has resigned as of the Separation Date. Nothing in this Agreement is intended to or shall prevent any person, including Employee, from providing, or limiting testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. Subject to the foregoing, Employee shall not be held liable by the Company for giving accurate and truthful information at any interviews and accurate and truthful testimony in any legal proceedings or actions. It is acknowledged that the Company will be required to file a Form 8-K with the SEC announcing Employee’s resignation and to file a copy of this Agreement with the SEC.
15.    Agreement Not To Solicit Employees. While employed at the Company and for 12 months after the Separation Date, Employee will not employ or engage as a consultant, or offer to employ or engage as a consultant, or solicit for employment or engagement as a consultant, any person who is then an employee of the Company, or assist any other person or company in doing so.
16.    Agreement Not to Interfere with Business Relationships. While employed at the Company and for 12 months after the Separation Date, Employee will not interfere, or try to interfere, with any business relationship between the Company and any other person or entity, including customers, agents, suppliers, vendors, contractors, employees, and business partners. Employee further agrees that, for a period of 12 months after the Separation Date, he will not solicit, or direct others to solicit, Company customers. Employee further agrees that, for a period of 12 months after the Separation Date, he will not solicit agents or brokers, or direct others to solicit agents or brokers, to move Company business away from Company or to limit or otherwise affect the amount of business the agents or brokers do with the Company.
17.    Ownership of Claims. Employee states that he is not currently involved in a bankruptcy proceeding and that Employee has not given or transferred any claims Employee may have against the Company to any other person or entity.
18.    Time to Consider, Consult with Counsel, and Revoke. Employee will have up to 21 days after receiving this Agreement to consult with an attorney, sign it, and return it to Elizabeth Aguinaga, Executive Vice President, Chief Human Resources Officer, CNA, by mail to 151 N. Franklin, 18th Floor, Chicago, Illinois 60606, or by email to Elizabeth.Aguinaga@cna.com. Employee may sign this Agreement any time on or after the Separation Date, but should not sign it before the Separation Date. Employee will have up to seven days after signing this Agreement to change Employee’s mind and revoke this Agreement. To revoke this Agreement, Employee must give written notice to Elizabeth Aguinaga so that it is received no later than the eighth day after Employee signs the Agreement.
19.    Severability; Enforcement. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible. Further, if a court should determine that any portion of this Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable. In addition, Employee agrees that his knowing failure to return Company property that relates to the maintenance of security of the Company’s Confidential Information shall entitle the Company to injunctive and other equitable relief.
20.    Entire Agreement. This Agreement is the entire agreement between Employee and the Company concerning the subjects contained in it, and supersedes all other agreements and understandings, whether oral or written, regarding those subjects. In signing this Agreement, Employee has not relied on any promises or representations other than those set forth in this Agreement.
21.    Binding and Successors. The Parties agree that this Agreement shall be binding on, and inure to the benefit of, Employee’s and Company’s successors, heirs and/or assigns whether by merger, consolidation, or transfer of all or substantially all of Company’s assets.
22.    Choice of Law and Venue. To the full extent permitted by law, the parties agree that all disputes between the Company and Employee relating to this Agreement will take place exclusively in the State of Illinois, and Employee
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consents to the personal and subject matter jurisdiction of federal and/or state courts in Cook County, Illinois. The parties further agree that this Agreement, and the parties’ performance hereunder and the relationship between them shall be governed by, construed and enforced in accordance with the laws of the State of Illinois, without regard to the conflict of law rules thereof. The Parties waive their rights to a jury trial to the full extent permitted by law.
23.    Modification Only by Written Agreement. This Agreement may not be changed in any way except in a written agreement signed by both Employee and an authorized representative of the Company.
24.    Knowing and Voluntary. Employee has carefully read and fully understands all of the provisions of this Agreement; knows and understands the rights Employee is giving up by signing this Agreement; and has entered into the Agreement knowingly and voluntarily.
25.    Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.



[Signatures on following page]

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PLEASE READ CAREFULLY

1.THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT IS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING CLAIMS OF AGE DISCRIMINATION. IT DOES NOT WAIVE CLAIMS WHICH MAY ARISE AFTER THE DATE IT IS SIGNED OR CLAIMS SPECIFICALLY EXCLUDED;

2.EMPLOYEE IS WAIVING CLAIMS IN EXCHANGE FOR MONEY AND/OR BENEFITS TO WHICH HE IS NOT ALREADY ENTITLED;

3.EMPLOYEE IS ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT;

4.EMPLOYEE HAS 21 DAYS TO DECIDE WHETHER TO SIGN THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT; AND

5.WITHIN SEVEN (7) DAYS AFTER SIGNING THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT, EMPLOYEE MAY CHANGE HIS MIND AND REVOKE THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT BY GIVING WRITTEN NOTICE TO THE COMPANY. THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT SHALL NOT BECOME ENFORCEABLE UNTIL THIS SEVEN-DAY PERIOD HAS EXPIRED.


/s/ Kevin SmithMarch 14, 2022
Kevin Smith, EmployeeDate
/s/ Elizabeth A. AguinagaByMarch 14, 2022
Elizabeth A. Aguinaga
Executive Vice President and
Chief Human Resources Officer for CNA Financial Corporation		Date















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EXHIBIT 10.2
GENERAL RELEASE AND SEPARATION AGREEMENT
This General Release and Separation Agreement (“Agreement”) is entered into by Kevin Leidwinger (“Employee”) and CNA Financial Corporation in order to resolve all matters between Employee and CNA Financial Corporation relating to Employee’s employment. For purposes of this Agreement, CNA Financial Corporation includes its past and present parents, subsidiaries, and affiliated companies; their respective predecessors, successors, and assigns; and their respective past and present shareholders, directors, trustees, officers, employees, agents, attorneys, benefit plans, and insurers (collectively, the “Company”) (together Employee and Company shall be considered the “Parties”). Employee is advised to consult an attorney before signing this Agreement.
1.Termination of Employment. Employee has resigned from the Company and his employment with the Company will end on April 30, 2022 (“Separation Date”). As of such date, Employee shall cease to be employed by the Company and by each and every subsidiary or affiliate of the Company in any capacity. This Agreement constitutes Employee’s resignation on the Separation Date as an employee, officer, and/or director of, and from any other title or position with, the Company and each of the Company’s subsidiaries and affiliates. Through the Separation Date, Employee will remain an employee at will whose employment may be terminated by Employee or the Company for any reason (or without stated reason). If Employee’s employment is terminated for any reason prior to the Separation Date, the date of termination will become the Separation Date for all purposes of this Agreement. If Employee’s employment is terminated prior to the Separation Date by the Company without Cause (as defined below), Employee shall be entitled to the Consideration described in Paragraph 2. For purposes of this Agreement, “Cause” shall mean the Employee engaged in (i) criminal activity, unless Employee had no reasonable cause to believe his conduct was criminal or (ii) material willful misconduct that, if capable of being cured, is not cured after five (5) business days’ written notice from the Company of such misconduct. If Employee’s employment is terminated prior to the Separation Date as defined above, either voluntarily by Employee or by the Company for Cause, then Employee shall not be entitled to the Consideration described in Paragraph 2.
2.Consideration. In consideration of the covenants undertaken and the releases given by Employee in this Agreement, the Company agrees to provide the following:
a.The Company shall pay Employee the gross amount of one million two hundred thousand dollars ($1,200,000), less statutory taxes and withholdings (the “Settlement Payment”). The Settlement Payment will be paid within twenty (20) days after the Company receives this signed Agreement or within thirty (30) days after the Separation Date, whichever occurs later (and provided Employee signs, returns and does not revoke his signature on the Agreement).
b.After the Employee’s Separation Date, the Company will also provide Employee continued coverage under the Company’s CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program (“the Plans”), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee’s active rate for eight (8) months following the Separation Date (“Benefit Period”) if: (a) Employee was enrolled in that particular coverage on the Separation Date; (b) Employee elects to receive that continued coverage; and (c) Employee is not eligible for coverage under the plans of another employer, which is comparable to the terms and conditions of the plan Employee is enrolled in as of the Separation Date. Employee’s separate eligibility for continuation of health insurance as provided by the federal law known as COBRA begins to run at the Separation Date. Employee agrees to notify the Company promptly if he becomes eligible for coverage under another employer’s comparable plans.
3.Acknowledgement of Consideration. The Company is not obligated to pay the Consideration described above. Rather, the Company agrees to provide these items of value only in return for Employee’s acceptance of this Agreement and release of legal rights.
4.Taxes. The Company shall withhold required federal and state tax amounts on the gross amount described in the Consideration paragraph above. Employee understands and agrees that the Company is not providing any tax or legal advice in connection with this Agreement, and that the Company makes no representations regarding tax obligations or consequences, if any, related to this Agreement. Employee agrees that Employee shall be exclusively responsible for the payment of all federal and state taxes that may be due as the result of the Settlement Payment under this Agreement. Employee hereby agrees to indemnify and hold harmless the Company and any other releasee from payment of taxes, interest or penalties that may be required by any governmental agency at any time as the result of the Settlement Payment and continued insurance benefits to Employee as set forth herein. In addition, the Parties intend that any payments contemplated by this Agreement shall constitute “short-term deferral” and are not “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In no event will the Company have any liability with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A.
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5.Accrued Benefits. Whether or not Employee chooses to sign this Agreement, Employee will be paid his regular base salary through the Separation Date, and will receive payment for all earned unused paid time off due to Employee as of the Separation Date under Company policy, which shall be payable to Employee on the next regularly scheduled payday following the Separation Date. All applicable federal, state, and local withholdings will be deducted from this amount.
6.No Admission of Wrongdoing. This Agreement is not an admission that the Company has any liability to Employee, or of any wrongdoing by the Company. The Company denies any liability of any kind to Employee.
7.Waiver and Release of All Claims. In return for the Settlement Payment, Employee agrees to waive and release all legal claims that Employee may have against the Company except as specifically stated below. This means that Employee gives up all legal rights to recover any additional amounts or obtain any additional relief from the Company. The additional amounts referred to in this paragraph include, but are not limited to, salary, bonus, long term incentive, annual incentive bonus, severance, SUB Pay, stock incentives, or other compensation or benefits other than the Consideration specified in this Agreement. By signing this Agreement, Employee is giving up all claims Employee may have on the date Employee signs this Agreement, whether or not Employee knows about those claims. The claims Employee is giving up include all claims based upon Employee’s employment with the Company or the termination of Employee’s employment, including, but not limited to, any and all claims for:
•any pay/compensation/benefits (whether under the federal Fair Labor Standards Act or otherwise) including backpay, front pay, bonuses, commissions, equity, expenses, incentives, insurance, paid/unpaid leave/time off, profit sharing, salary, or separation pay/benefits;
•compensatory/emotional/distress damages; punitive or liquidated damages, attorneys’ fees, costs, interest or penalties;
•any violation of express or implied employment contracts, covenants, promises or duties, intellectual property or other proprietary rights;
•unlawful or tortious conduct such as assault or battery; background check violations; defamation; detrimental reliance; fiduciary breach; fraud; indemnification; intentional or negligent infliction of emotional distress; interference with contractual or other legal rights; invasion of privacy; loss of consortium; misrepresentation; negligence (including negligent hiring, retention or supervision); personal injury; promissory estoppel; public policy violation; retaliatory discharge; safety violations; posting or records-related violations; wrongful discharge; or other federal, state or local statutory or common law matters;
•any violation of any city, local, state, or federal laws, statutes, ordinances, executive orders, regulations, or constitutions, including but not limited to discrimination or harassment based on age (including Age Discrimination in Employment Act or “ADEA” claims), ancestry, benefit entitlement, citizenship, color, concerted activity, disability, ethnicity, gender, gender identity, genetic information, harassment, immigration status, income source, jury duty, leave rights, marital status, military status, national origin, parental status, political affiliation, protected off- duty conduct, race, religion, retaliation, sexual orientation, union activity, veteran status, whistleblower activity, other legally protected status or activity; or any allegation that payment under this Agreement was affected by any such discrimination or harassment;
•any violation of any city, local, state, or federal laws, statutes, ordinances, executive orders, regulations, or constitutions, including but not limited to ADEA, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Equal Pay Act of 1963, as amended, 29 U.S.C. § 206(d), the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. § 2601 et seq.; Illinois Human Rights Act, as amended; Illinois Whistleblower Act; Illinois Arrest History Discrimination Law; Illinois Employment Contract Act; Illinois Labor Dispute Act; the Illinois Constitution; Illinois common law, as well as any and all other applicable federal, state, county or local law, statute, ordinance or regulation; and;
•any participation in any class, collective, or representative action against the Company.
8.Release Exclusions/Additional Employee Protections. Nothing in the Waiver and Release above or any other part of this Agreement limits Employee’s right to make truthful statements or disclosures regarding alleged unlawful employment practices by the Company. In addition, neither the release provisions above nor anything else in this Agreement limit Employees right to: file a charge with an administrative agency such as the Equal Employment Opportunity Commission (“EEOC”) or a state fair employment practices agency, or communicate directly with or provide information (including testimony) to an agency, self- regulatory authority, or state or federal regulatory authority, such as the Financial Industry Regulatory Authority (“FINRA”) or the U.S. Securities and Exchange Commission (“SEC”), or
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otherwise participate in an agency proceeding; (ii) testify before the state legislature at the legislature’s written request or in court pursuant to subpoena or court order; or (iii) communicate with law enforcement or Employee’s attorney. However, Employee agrees not to accept any money or other individual relief that might be awarded to Employee. If relief is nonetheless awarded, Employee agrees that Employer shall be entitled to recover an amount equal to the Settlement Payment from any money awarded to Employee in connection with such proceedings minus $200. However, nothing in this Agreement limits Employee’s right to receive money from the SEC as a reward for information.
9.Agreement Not to Sue. Employee agrees not to sue the Company in any court with respect to any of the claims released in this Agreement except as specifically permitted in this paragraph below. If Employee, or anyone on Employee’s behalf, breaks this promise, then Employee shall be required to repay the Settlement Payment except for $200; alternatively, at the Company’s option, Employee shall be liable for the payment of all costs and attorneys’ fees paid by the Company in connection with such a lawsuit. This Agreement not to sue does not prohibit Employee from bringing a lawsuit to challenge the enforceability of this Agreement as it relates to age discrimination claims. Employee will not be required to repay the Settlement Payment in order to challenge the validity or enforceability of this Agreement under the Age Discrimination in Employment Act, and will not be liable for the payment of costs and fees paid by the Company in connection with such a challenge. This does not mean that Employee retains the right to obtain relief for age discrimination after signing this Agreement. After signing this Agreement, Employee may obtain relief for age discrimination only if Employee obtains a court order stating that this Agreement is not enforceable.
10.Effect on Other Claims. This Agreement does not apply to claims based upon conduct or injuries that occur after the date this Agreement is signed. It also does not apply to or affect (a) any insurance claims or workers’ compensation claims filed before the date of this Agreement; (b) Employee’s right to retirement benefits; or (c) any state unemployment compensation benefits to which Employee may be entitled as a result of the termination of Employee’s employment with the Company.
11.Confidentiality. Employee agrees to be bound by the Company’s Confidentiality, Computer Responsibility and Professional Certification Agreement, a copy of which Employee acknowledges having previously received. Employee agrees that all Confidential Information as defined below is commercially valuable and is the property of the Company, and agrees not to reveal or use Confidential Information learned as a result of Employee’s employment with the Company. Employee shall return all Confidential Information (whether it exists in written, electronic, computerized, or another form) to the Company before termination of Employee’s employment. For purposes of this Agreement, “Confidential Information” includes all information, knowledge, or data not generally known outside the Company concerning the business of: (a) the Company; and (b) the Company’s customers, employees, agents, brokers, and vendors.
Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, Employee is hereby notified that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the Company’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
12.Company Property. On or prior to the Separation Date, Employee shall return to the Company all Company property in his possession or use, including, without limitation, all automobiles, printers, cell phones, credit cards, building-access cards and keys, other electronic equipment and related materials, and any records, software or other data from Employee’s personal computers or laptops which are not themselves Company property, however stored, relating to the Company’s Confidential Information.
13.Assistance with Claims. While employed at the Company and for twelve (12) months after the Separation Date, Employee will be available on a reasonable basis to assist the Company with any legal or regulatory proceedings involving Employee’s role as the Company’s President & Chief Operating Officer, CNA Commercial. Employee shall promptly inform the Company if Employee is requested: (a) to provide information or testimony in connection with or otherwise become involved in any claim against the Company; or (b) to assist with or participate in any investigation of the Company by others.
14.Non-Disparagement. Employee agrees that he will not, and will not encourage or induce others to, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company, its subsidiaries, affiliates or shareholders or any of their respective past, present or future directors, officers, employees, agents, shareholders or members or any of their respective successors and assigns. The Company has issued internal and external announcements regarding Employee’s separation stating that Employee has
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resigned as of the Separation Date. Nothing in this Agreement is intended to or shall prevent any person, including Employee, from providing, or limiting testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. Subject to the foregoing, Employee shall not be held liable by the Company for giving accurate and truthful information at any interviews and accurate and truthful testimony in any legal proceedings or actions. The Company previously filed a Form 8-K with the SEC announcing Employee’s resignation. An additional Form 8-K will be filed with the SEC to reflect the terms of this Agreement, and a copy of this Agreement will also be subsequently filed with the SEC.
15.Agreement Not To Solicit Employees. While employed at the Company and for twelve (12) months after the Separation Date, Employee will not employ or engage as a consultant, or offer to employ or engage as a consultant, or solicit for employment or engagement as a consultant, any person who is then an employee of the Company, or assist any other person or company in doing so.
16.Agreement Not to Interfere with Business Relationships. While employed at the Company and for twelve (12) months after the Separation Date, Employee will not interfere, or try to interfere, with any business relationship between the Company and any other person or entity, including customers, agents, suppliers, vendors, contractors, employees, and business partners. Employee further agrees that, for a period of 12 months after the Separation Date, he will not solicit, or direct others to solicit, Company customers. Employee further agrees that, for a period of 12 months after the Separation Date, he will not solicit agents or brokers, or direct others to solicit agents or brokers, to move Company business away from Company or to limit or otherwise affect the amount of business the agents or brokers do with the Company.
17.Ownership of Claims. Employee states that he is not currently involved in a bankruptcy proceeding and that Employee has not given or transferred any claims Employee may have against the Company to any other person or entity.
18.Time to Consider, Consult with Counsel, and Revoke. Employee will have up to 21 days after receiving this Agreement to consult with an attorney, sign it, and return it to Elizabeth Aguinaga, Executive Vice President, Chief Human Resources Officer, CNA, by mail to 151 N. Franklin, 18th Floor, Chicago, Illinois 60606, or by email to Elizabeth.Aguinaga@cna.com. Employee may sign this Agreement any time on or after the Separation Date, but should not sign it before the Separation Date. Employee will have up to seven days after signing this Agreement to change Employee’s mind and revoke this Agreement. To revoke this Agreement, Employee must give written notice to Elizabeth Aguinaga so that it is received no later than the eighth day after Employee signs the Agreement.
19.Severability; Enforcement. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible. Further, if a court should determine that any portion of this Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable. In addition, Employee agrees that his knowing failure to return Company property that relates to the maintenance of security of the Company’s Confidential Information shall entitle the Company to injunctive and other equitable relief.
20.Entire Agreement. This Agreement is the entire agreement between Employee and the Company concerning the subjects contained in it, and supersedes all other agreements and understandings, whether oral or written, regarding those subjects. In signing this Agreement, Employee has not relied on any promises or representations other than those set forth in this Agreement.
21.Binding and Successors. The Parties agree that this Agreement shall be binding on, and inure to the benefit of, Employee’s and Company’s successors, heirs and/or assigns whether by merger, consolidation, or transfer of all or substantially all of Company’s assets.
22.Choice of Law and Venue. To the full extent permitted by law, the parties agree that all disputes between the Company and Employee relating to this Agreement will take place exclusively in the State of Illinois, and Employee consents to the personal and subject matter jurisdiction of federal and/or state courts in Cook County, Illinois. The parties further agree that this Agreement, and the parties’ performance hereunder and the relationship between them shall be governed by, construed and enforced in accordance with the laws of the State of Illinois, without regard to the conflict of law rules thereof. The Parties waive their rights to a jury trial to the full extent permitted by law.
23.Modification Only by Written Agreement. This Agreement may not be changed in any way except in a written agreement signed by both Employee and an authorized representative of the Company.
24.Knowing and Voluntary. Employee has carefully read and fully understands all of the provisions of this Agreement; knows and understands the rights Employee is giving up by signing this Agreement; and has entered into the Agreement knowingly and voluntarily.
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25.Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.



[Signatures on following page]
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PLEASE READ CAREFULLY

1.THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT IS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING CLAIMS OF AGE DISCRIMINATION. IT DOES NOT WAIVE CLAIMS WHICH MAY ARISE AFTER THE DATE IT IS SIGNED OR CLAIMS SPECIFICALLY EXCLUDED;

2.EMPLOYEE IS WAIVING CLAIMS IN EXCHANGE FOR MONEY AND/OR BENEFITS TO WHICH HE IS NOT ALREADY ENTITLED;

3.EMPLOYEE IS ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT;

4.EMPLOYEE HAS 21 DAYS TO DECIDE WHETHER TO SIGN THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT; AND

5.WITHIN SEVEN (7) DAYS AFTER SIGNING THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT, EMPLOYEE MAY CHANGE HIS MIND AND REVOKE THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT BY GIVING WRITTEN NOTICE TO THE COMPANY. THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT SHALL NOT BECOME ENFORCEABLE UNTIL THIS SEVEN-DAY PERIOD HAS EXPIRED.


/s/ Kevin LeidwingerMarch 30, 2022
Kevin Leidwinger, EmployeeDate
/s/ Elizabeth A. AguinagaByApril 4, 2022
Elizabeth A. Aguinaga
Executive Vice President and
Chief Human Resources Officer for CNA Financial Corporation		Date





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EXHIBIT 31.1
SARBANES-OXLEY ACT SECTION 302
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Dino E. Robusto, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of CNA Financial Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated:May 2, 2022By  /s/ Dino E. Robusto  
  Dino E. Robusto 
  Chief Executive Officer  

EXHIBIT 31.2
SARBANES-OXLEY ACT SECTION 302
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Scott R. Lindquist, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of CNA Financial Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:May 2, 2022By  /s/ Scott R. Lindquist 
  Scott R. Lindquist 
  Chief Financial Officer 

EXHIBIT 32.1
Written Statement of the Chief Executive Officer
of CNA Financial Corporation
Pursuant to 18 U.S.C. § 1350
(As adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
The undersigned, the Chief Executive Officer of CNA Financial Corporation (the Company), hereby certifies that, to his knowledge:
•the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed on the date hereof with the Securities and Exchange Commission (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated:May 2, 2022By  /s/ Dino E. Robusto 
  Dino E. Robusto 
  Chief Executive Officer  
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

EXHIBIT 32.2
Written Statement of the Chief Financial Officer
of CNA Financial Corporation
Pursuant to 18 U.S.C. § 1350
(As adopted by Section 906 of the Sarbanes-Oxley Act of 2002)
The undersigned, the Chief Financial Officer of CNA Financial Corporation (the Company), hereby certifies that, to his knowledge:
•the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed on the date hereof with the Securities and Exchange Commission (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated:May 2, 2022By  /s/ Scott R. Lindquist 
  Scott R. Lindquist 
  Chief Financial Officer 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.