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Acquisitions and Divestitures
12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Acquisitions and Divestitures

Note 2.  Acquisitions and Divestitures

CNA Financial

On August 1, 2014, CNA completed the sale of CAC, its life insurance subsidiary. The business sold, which was previously reported within the Other Non-Core segment, is reported as discontinued operations in the Consolidated Statements of Income for years ended December 31, 2014, 2013 and 2012.

In connection with the sale of CAC, CNA entered into a 100% coinsurance agreement on a separate small block of annuity business outside of CAC. The coinsurance agreement required the transfer of assets with a book value equal to the ceded reserves on the inception date of the contract. Because a substantial portion of the assets supporting these liabilities are held in trust for the benefit of the original cedant, those assets were transferred on a funds withheld basis. Under this approach CNA maintains legal ownership of the assets, but the investment income and realized gains and losses on those assets inure to the reinsurer. As a result, the $31 million (after tax and noncontrolling interests) difference between market value and book value of the funds withheld assets at the coinsurance contract’s inception was recognized in Other operating expenses.

On July 2, 2012, CNA acquired Hardy Underwriting Bermuda Limited (“Hardy”), a specialized Lloyd’s of London (“Lloyd’s”) underwriter for $231 million.

 

HighMount

In May of 2014, the Company announced that HighMount Exploration & Production LLC (“HighMount”), its natural gas and oil exploration and production subsidiary, was pursuing strategic alternatives, including a potential sale of the business. On August 7, 2014, the Company entered into an agreement to sell HighMount to privately held affiliates of EnerVest, Ltd. and on September 30, 2014, HighMount was sold for net proceeds of $787 million. HighMount’s bank debt of $480 million was repaid from proceeds of the sale. A loss of $200 million ($138 million after tax) was recorded in connection with the sale. Results of HighMount are reported as discontinued operations in the Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012. As of December 31, 2014, the Company had no remaining natural gas and oil properties.

See Note 20 for further discussion of discontinued operations.

Boardwalk Pipeline

In October of 2014, Boardwalk Pipeline acquired Boardwalk Petrochemical, formerly known as Chevron Petrochemical Pipeline, LLC, which owns the Evangeline ethylene pipeline system for $295 million in cash, subject to customary adjustments. This acquisition was made as part of Boardwalk Pipeline’s long term growth and diversification strategy and to complement existing natural gas liquids (“NGLs”) and ethylene midstream assets. The purchase price was funded through borrowings under Boardwalk Pipeline’s revolving credit facility. Boardwalk Pipeline recorded $20 million of identifiable finite-lived intangible assets and $22 million of goodwill.

In 2013, Boardwalk Pipeline executed a series of agreements with the Williams Companies, Inc. (“Williams”) to develop the Bluegrass Project. In 2014, the Company expensed the previously capitalized project costs related to the development process due to cost escalations, construction delays and the lack of customer commitments, resulting in a charge of $94 million ($55 million after tax and noncontrolling interests), inclusive of a $10 million charge recorded by Boardwalk Pipeline Partners, LP. This charge was recorded within Other operating expenses on the Consolidated Statements of Income. In the fourth quarter of 2014, Boardwalk Pipeline and Williams dissolved the Bluegrass project entities.

On October 1, 2012, a joint venture between Boardwalk Pipeline and Boardwalk Pipeline Holding Corp. (“BPHC”) acquired Boardwalk Louisiana Midstream LLC, a company that provides salt dome storage, pipeline transportation, fractionation and brine supply services, from PL Logistics LLC for approximately $620 million. The acquisition was funded with proceeds from a $225 million five-year variable rate term loan and equity contributions by BPHC of $269 million for a 65% equity interest and of $148 million by Boardwalk Pipeline for a 35% equity interest. The joint venture recorded $25 million of identifiable finite-lived intangible assets and $52 million of goodwill. On October 15, 2012, Boardwalk Pipeline acquired BPHC’s 65% equity interest in the joint venture for $269 million, which did not result in any significant adjustments to the Consolidated Financial Statements.

Loews Hotels

In 2014, Loews Hotels acquired three hotels for a total cost of approximately $230 million and has a commitment to purchase an additional hotel in the first quarter of 2015, upon substantial completion, for approximately $170 million, funded with a combination of cash and property-level debt.