N-CSRS 1 dncsrs.htm CONTINENTAL ASSURANCE COMPANY SEPARATE ACCOUNT B Continental Assurance Company Separate Account B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT

OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-01402

 

Name of Registrant: Continental Assurance Co Separate Account B

 

 

Address of Registrant:

  

333 South Wabash Avenue

  

Chicago, IL 60604

 

Name and address of agent for service:

  

Lynne Gugenheim

  

333 South Wabash Avenue, 23 South

  

Chicago, IL 60604

 

Registrant’s telephone number, including area code: (312) 822-5000

 

Date of fiscal year end: December 31

 

Date of reporting period: June 30, 2006


ITEM 1: REPORTS TO SHAREHOLDERS.


 

LOGO

 

Participants’ Inquiries To:

Continental Assurance Company

Separate Account (B)

Attn: Individual Pension Accounts-42nd Floor

333 S. Wabash Ave.

Chicago, Illinois 60604

800-351-3001

 

LOGO

For All the Commitments You Make®

 

L 554-921 (06/06)    (08/06)

 

 

Continental Assurance Company

Separate Account (B)

Report to Participants

June 30, 2006

 

Web Site: www.cna.com/sab/

Internet e-mail:sab@cna.com


Dear Participant:

 


 

We are pleased to report that over the most recent reporting period Separate Account (B) continued to provide its shareholders with an attractive total return. For more specific information about the performance of Separate Account (B), please see the Portfolio Manager’s Perspective section.

 

The U.S. economy is expected to continue to grow during the second half of 2006 but at a slower and more sustainable rate than was seen during the first six months of the year. This slowdown in economic growth is expected to ease inflationary pressures. In addition, unemployment rates are expected to remain stable for the remainder of the year. Current economic forecasts anticipate that Gross Domestic Product (GDP) is expected to decline from approximately 3.6% for the first half of 2006 to 2.9% by year-end. Also, inflation is expected to decline from 4.0% at the end of June 2006 to 3.0% by year-end and to 2.4% by mid-year 2007 and unemployment is expected to remain in the 4.6% to 4.9% range during the same time period.

 

Economic indicators with potential negative ramifications for the economy include the possibility of additional increases to the Fed Funds Target Rate by the Federal Reserve Board (the Fed) and a slowing housing market. Consensus forecasts indicate that the market expects the Fed to raise rates during the second half of 2006, increasing the Fed Funds Target Rate from its June 2006 level of 5.25% to 5.50% by December of 2006. Built into these forecasts are assumptions that inflation levels will move downward during the next six to twelve months. If inflation does not ease as expected, the Fed may well increase the Fed Funds rate beyond 5.50%, potentially causing an economic downturn or a recession. The housing market continues to slow in a controlled manner and is expected to act as a drag on GDP for the balance of 2006. Other potential risks to future economic growth include energy price-spikes and geopolitical crises.

 

With the expectation of slowing but sustainable stable economic growth, declining inflation and stable unemployment rates, many equity managers will hold attractively priced stocks that have growth potential as well as a likelihood for increases in the dividend rate. Your Portfolio Manager currently has positions that meet these criteria, and will continue to consider additional positions as circumstances warrant. In addition, the Portfolio Manager will continue to monitor market conditions closely and make portfolio adjustments that we believe will enhance relative returns within the growth stock universe.

 

Thank you for your continued support and participation.

 

Cordially,

 

LOGO

 

Dennis R. Hemme

Chairman of the Committee

 

The statements contained in this management letter, which are not historical facts, are forward-looking statements. When included in this management letter, the words “believe,” “expects,” “intends,” “anticipates,” “estimates,” and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date of this management letter.

 


 

1


Portfolio Manager’s Perspective


 

In the section below, Portfolio Manager Marilou R. McGirr discusses the performance of Separate Account (B) as well as the market environment and key investment strategies used during the first half of 2006. Ms. McGirr became the Portfolio Manager for the Fund in 2002 after having been the Fund’s Chairman for four years. In addition, she was the Fund’s trader for eleven years and has more than twenty years of investment experience.

 

Separate Account (B)’s accumulated unit value increased by 2.64% during the first six months of 2006. For the same time period, and including reinvested dividends, the S&P 500 Index® (the S&P 500) was up 2.71% and the S&P 500/Citigroup Growth Index® was down .93%. The S&P 500 is a broad index which contains both value and growth stocks of large-cap U.S. companies (generally defined as companies that have a market capitalization of $10 billion or more). The S&P 500/Citigroup Growth Index® measures the return of the growth stocks contained within the S&P 500 and is the portfolio’s benchmark for performance. Your Separate Account (B) portfolio is structured for growth, with a core holding of high quality, large-cap companies. Separate Account (B)’s June 2006 year-to-date performance exceeded its benchmark by 3.57%. Contributing to the portfolio’s excess performance vs. the benchmark was an overweighting in the Utility and Telecom Services sectors, which outperformed the other market sectors in the benchmark, and an underweighting in the Health Care and Information Technology sectors, which underperformed.

 

Sector Distribution

Separate Account (B) and

S&P 500/Citigroup Growth Index®

June 30, 2006

 

Sector    Separate
Account (B)
    S&P 500 /
Citigroup
Growth Index®
 

Materials

   2.91 %   1.43 %

Consumer Staples

   10.70 %   14.71 %

Health Care

   7.32 %   20.60 %

Consumer Discretionary

   14.14 %   12.40 %

Telecom Services

   2.34 %   0.77 %

Industrials

   17.71 %   7.27 %

Information Technology

   15.89 %   19.91 %

Energy

   16.47 %   11.85 %

Financials

   8.69 %   10.68 %

Utilities

   3.83 %   0.38 %

 

Rising interest rates, an inverted yield curve and increasing inflation combined to dampen equity market performance during the first six months of 2006. Positive developments during the same period included unemployment remaining under control and strong growth in Gross Domestic Product. The Federal Reserve Board (the Fed) increased the Fed Funds Target Rate by 100 basis points during the first half of 2006, moving from a year-end 2005 level of 4.25% to 5.25% by the end of June. Due in part to the Fed’s rate increases, the U.S. Treasury yield curve rose in the first half of 2006 as well although rates on shorter maturities rose more than rates on intermediate maturities. This led to the curve being slightly inverted (i.e. short-term rates were higher than long-term rates) by June of 2006. Inverted yield curves are considered by many to be a leading

 


 

2


indicator that the economy is poised to slow. Inflation (price increases as measured by the Consumer Price Index) increased during the first part of the year moving from 3.4% at year end 2005 to 3.7% for the first quarter of 2006 and 4.0% for the second quarter of 2006. Partially offsetting these negative indicators was a decrease in unemployment rates which dropped from 4.9% at December 2005 to 4.6% by the end of the second quarter in 2006. In addition, Gross Domestic Product growth increased from 3.1% at year-end 2005 to 3.7% in the first quarter of 2006 and 3.5% in the second quarter of 2006.

 

The Fund’s key investment strategy for 2006, given the Portfolio Manager’s expectations of higher short-term interest rates and stabilizing levels of inflation, was to hold stocks that had shown growth in both market capitalization and dividend rate.

 

All of the returns in this report represent past performance, which is not a guarantee of future results that may be achieved by Separate Account (B). Also, note that both investment returns and principal value can fluctuate widely, so a participant’s units, when sold, could be worth more or less than their original cost. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the sale of fund shares.

 

 


 

3



Committee Members

for Separate Account (B)

 


 

Dennis R. Hemme, Chairman    Richard T. Fox    Peter J. Wrenn
Vice President and Treasurer    Financial Consultant    Chairman and Treasurer
Continental Assurance Company         Hudson Technology, Inc.

Marilou R. McGirr,

Portfolio Manager

  

Petrine J. Nielsen

Retired

    

Vice President and

Assistant Treasurer

         
Continental Assurance Company          
Secretary    Auditors    Custodian
Lynne Gugenheim    Deloitte & Touche LLP    JPMorgan Trust Company, N.A.
Senior Vice President and    Chicago, Illinois    Chicago, Illinois
Deputy General Counsel          
Continental Assurance Company          

This report has been prepared for the information of participants in Continental Assurance Company Separate Account (B) and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus that includes information regarding Separate Account (B)’s objectives, policies, management, records, sales commissions and other information.

 


 

4



Record of

Accumulation Unit

Values

     Valuation
Date
  

Unit

Market

Value

2006    June 30,    $ 23.69
2005    December 31,      23.08
2004    December 31,      21.15
2003    December 31,      19.55
2002    December 31,      16.00
2001    December 31,      20.48
2000    December 31,      26.37
1999    December 31,      28.78
1998    December 31,      21.55
1997    December 31,      17.69
1996    December 31,      14.14

 


Illustration of an Assumed Investment in One Accumulation Unit


Separate Account (B) does not make distributions of investment income and realized capital gains; therefore, the unit values include investment income and capital gains. This chart displays the unit value at December 31, for each of the past ten years, and at June 30, 2006. These values should not be considered representations of values which may be achieved in the future.

 

LOGO

 

 


 

5



Continental Assurance Company Separate Account (B)

Schedule of Investments

 


June 30, 2006

 

(All investments are in securities of unaffiliated issuers)

   Number of
Shares
   Cost    Market
Value

COMMON STOCKS:

                  

CONSUMER DISCRETIONARY–14.0%

                  

Beverages–3.0%

                  

Starbucks Corporation(*)

   30,000    $ 1,099,800    $ 1,132,800
         

  

Hotels Restaurants & Leisure–3.8%

                  

Marriott International, Inc. — Cl A

   37,000      1,201,344      1,410,440
         

  

Household Products–2.2%

                  

Bed Bath & Beyond Inc.(*)

   25,000      885,157      829,250
         

  

Multiline Retail–2.6%

                  

Target Corporation

   20,000      895,528      977,400
         

  

Textiles & Apparel–2.4%

                  

Coach, Inc.(*)

   30,000      867,651      897,000
         

  

CONSUMER STAPLES–10.6%

                  

Beverages–3.5%

                  

Pepsico, Inc.

   22,000      854,597      1,320,880
         

  

Food & Staples Retailing–2.1%

                  

CVS Corporation

   25,000      728,703      767,500
         

  

Household Products–2.1%

                  

The Procter & Gamble Company

   14,000      783,720      778,400
         

  

Tobacco–2.9%

                  

Altria Group, Inc.

   15,000      979,360      1,101,450
         

  

ENERGY–16.3%

                  

Energy Equipment & Services–6.4%

                  

Halliburton Company

   15,000      1,098,262      1,113,150

Schlumberger Limited

   20,000      598,000      1,302,200
         

  

            1,696,262      2,415,350
         

  

 

The accompanying Notes are an integral part of these Financial Statements

 

 


 

6



Continental Assurance Company Separate Account (B)

Schedule of Investments — (continued)

 


June 30, 2006

 

(All investments are in securities of unaffiliated issuers)

   Number of
Shares
   Cost    Market
Value

Oil & Gas–9.9%

                  

Chesapeake Energy Corporation(**)

   50,300    $ 1,645,816    $ 1,521,575

Encana Corporation

   18,000      785,846      947,520

Exxon Mobile Corporation

   20,000      1,200,458      1,227,000
         

  

            3,632,120      3,696,095
         

  

FINANCIALS–8.6%

                  

Diversified Financials–8.6%

                  

American Express Company

   15,000      635,114      798,300

JPMorgan Chase & Co.

   19,000      787,890      798,000

Lehman Brothers Holdings Inc.(**)

   25,000      1,094,725      1,628,750
         

  

            2,517,729      3,225,050
         

  

HEALTHCARE–7.3%

                  

Biotechnology–2.3%

                  

Amgen Inc.(*)

   13,300      804,923      867,559
         

  

Health Care Equipment & Supplies–1.8%

                  

St. Jude Medical, Inc.(*)(**)

   20,000      883,733      648,400
         

  

Pharmaceuticals–3.2%

                  

Johnson & Johnson

   20,000      1,051,402      1,198,400
         

  

INDUSTRIALS–17.6%

                  

Aerospace & Defense–7.1%

                  

The Boeing Company

   20,000      1,017,020      1,638,200

United Technologies Corporation

   16,000      1,021,251      1,014,720
         

  

            2,038,271      2,652,920
         

  

Industrial Conglomerates–5.0%

                  

3M Company

   11,000      834,530      888,470

General Electric Company

   30,000      511,913      988,800
         

  

            1,346,443      1,877,270
         

  

Machinery–2.1%

                  

Danaher Corporation(**)

   12,000      686,629      771,840
         

  

Road & Rail–3.4%

                  

CSX Corporation

   18,000      1,131,680      1,267,920
         

  

 

The accompanying Notes are an integral part of these Financial Statements

 

 


 

7



Continental Assurance Company Separate Account (B)

Schedule of Investments — (continued)

 


June 30, 2006

 

(All investments are in securities of unaffiliated issuers)

   Number of
Shares
   Cost    Market
Value

INFORMATION TECHNOLOGY–15.8%

                  

Commercial Services–2.6%

                  

Mastercard Incorporated(*)

   20,200    $ 904,900    $ 969,600
         

  

Computer & Peripherals–2.6%

                  

Hewlett–Packard Company(**)

   30,000      974,229      950,400
         

  

Internet Software & Services–5.6%

                  

Google Inc.(*)(**)

   5,000      1,096,901      2,096,650
         

  

Semiconductor Equipment–2.5%

                  

Intel Corporation

   50,000      1,396,719      947,500
         

  

Software–2.5%

                  

Microsoft Corporation

   40,000      1,089,196      932,000
         

  

MATERIALS–2.9%

                  

Chemicals–2.9%

                  

Praxair, Inc.

   20,000      891,772      1,080,000
         

  

TELECOMMUNICATION SERVICES–2.3%

                  

Communications Equipment–2.3%

                  

Motorola, Inc.

   43,000      840,960      866,450
         

  

UTILITIES–3.8%

                  

Electric Utilities–3.8%

                  

Exelon Corporation

   25,000      898,635      1,420,750
         

  

Total Common Stocks–99.2%

        $ 32,178,362    $ 37,099,274
         

  

SHORT-TERM

                  

US Treasury Bill 4.3131% Due 7/06/06

   310,000      309,780      309,780
         

  

Total short-term–.8%

        $ 309,780    $ 309,780
         

  

TOTAL INVESTMENTS

        $ 32,488,142    $ 37,409,054
         

  


(*)   Denotes non-income producing holdings.
(**)   Security is pledged as collateral for open options contracts.

 

The accompanying Notes are an integral part of these Financial Statements

 

 


 

8



Continental Assurance Company Separate Account (B)

Schedule of Call Options Written


June 30, 2006

 

(All investments are in securities of unaffiliated issuers)

  Expiration Date   Exercise Price   Number of
Contracts
  Market
Value
 

Options

                     

Cheseapeake Energy Corporation

  07-22-06   $ 32.50   503   $ (15,090 )

Danaher Corporation

  07-22-06     65.00   120     (12,600 )

Google Inc.

  07-22-06     450.00   50     (18,300 )

Hewlett Packard Co

  08-19-06     35.00   300     (15,000 )

Lehman Brothers Holdings Inc.

  07-22-06     75.00   250     (1,250 )

St. Jude Medical, Inc.

  07-22-06     35.00   200     (11,000 )
             
 


Total Options

            1,423   $ (73,240 )
             
 




 


Continental Assurance Company Separate Account (B)

Ten Largest Common Stock Holdings

 


June 30, 2006    Market
Value
   % of
Net
Assets
 

Google Inc.

   $ 2,096,650    5.61 %

The Boeing Company

     1,638,200    4.39 %

Lehman Brothers Holdings Inc.

     1,628,750    4.36 %

Chesapeake Energy Corporation

     1,521,575    4.07 %

Exelon Corporation

     1,420,750    3.80 %

Marriott International, Inc. — Cl A

     1,410,440    3.78 %

Pepsico, Inc.

     1,320,880    3.54 %

Schlumberger Limited

     1,302,200    3.49 %

CSX Corporation

     1,267,920    3.39 %

Exxon Mobile Corporation

     1,227,000    3.29 %


Ten Largest Common Stock Holdings

   $ 14,834,365    39.73 %


 

The accompanying Notes are an integral part of these Financial Statements

 

 


 

9



Continental Assurance Company Separate Account (B)

Statement of Assets and Liabilities

 


June 30,    2006  

Assets:

        

Investments in securities of unaffiliated issuers:

        

Common stocks, at market

   $ 37,099,274  

Short-term notes, at amortized cost

     309,780  
    


Total investments (cost: $32,488,142)

     37,409,054  

Cash

     3,593  

Dividends receivable

     30,371  

Receivable for securities sold

     849,218  
    


Total assets

     38,292,236  
    


Liabilities:

        

Fees payable to Continental Assurance Company

     8,328  

Call options written, at fair value (premium received $247,188)

     73,240  

Payable for securities purchased

     840,960  

Payable to Continental Assurance Company for fund withdrawals

     22,926  
    


Total liabilities

     945,454  

Participants’ equity — Net assets

        

From operations:

        

Accumulated net investment income

     53,533,530  

Accumulated net realized gain on investment transactions

     172,405,878  

Accumulated net unrealized gain

     5,094,860  

Capital paid in

     (193,687,486 )


Total participants’ equity — net assets
(1,576,635 units outstanding at $23.69 per unit; unlimited units authorized)

   $ 37,346,782  


 

 

 

The accompanying Notes are an integral part of these Financial Statements

 

 


 

10



Continental Assurance Company Separate Account (B)

Statement of Operations

 


Six Months Ended June 30,    2006  

Investment Income:

        

Dividends

   $ 244,049  

Interest and other

     3,205  
    


Total investment income

     247,254  
    


Fees to Continental Assurance Company:

        

Investment advisory fees

     97,193  

Service fees

     64,148  
    


Total fees

     161,341  
    


Net investment income

     85,913  
    


Investments:

        

Net realized gains

        

Stocks and bonds

     3,322,250  

Call options written

     (97,876 )

Net change in unrealized gains (losses)

        

Stocks and bonds

     (2,519,304 )

Call options written

     260,966  
    


Net gain on investments

     966,036  


Net increase in participants’ equity resulting from operations

   $ 1,051,949  


 


Continental Assurance Company Separate Account (B)

Statements Of Changes In Participants’ Equity

 


Periods Ended    June 30,
2006
    December 31,
2005
 

From operations:

                

Net investment income

   $ 85,913     $ 198,854  

Net realized gain on investments

     3,224,374       2,719,543  

Change in net unrealized (loss) gain on investments

     (2,258,338 )     1,255,075  
    


 


Net increase in participants’ equity resulting from operations

     1,051,949       4,173,472  

From unit transactions:

                

Sales (43 units in 2006, and 368 units in 2005)

     1,005       7,931  

Withdrawals(1) (254,090 units in 2006, and 667,581 units in 2005)

     (5,954,177 )     (14,770,938 )
    


 


Net decrease in participants’ equity resulting from unit transactions

     (5,953,172 )     (14,763,007 )
    


 


Total (decrease) increase in participants’ equity

     (4,901,223 )     (10,589,535 )

Participants’ equity, beginning of the year

     42,248,005       52,837,540  


Participants’ equity

   $ 37,346,782     $ 42,248,005  

Accumulated net investment income

   $ 53,533,530     $ 53,447,617  


(1) Includes sales and administrative fees of $301 and $4,364 for 2006 and 2005, respectively. (see note 3)

 

The accompanying Notes are an integral part of these Financial Statements

 

 


 

11



Continental Assurance Company Separate Account (B)

Financial Highlights

 


(Per accumulation unit
outstanding during the period)
 

Six Months
Ended
June 30,

2006

    Year Ended December 31,

 
    2005     2004     2003     2002     2001  
   

Value at the beginning of the period

  $ 23.08     $ 21.15     $ 19.55     $ 16.00     $ 20.48     $ 26.37  
   


 


 


 


 


 


Net investment income(1)

    0.15       0.27       0.32       0.25       0.16       0.18  

Fees

    0.10       0.18       0.16       0.14       0.15       0.19  
   


 


 


 


 


 


Net investment income (loss)

    0.05       0.09       0.16       0.11       0.01       (0.01 )
   


 


 


 


 


 


Net gain (loss) on investments

    0.56       1.84       1.44       3.44       (4.49 )     (5.88 )
   


 


 


 


 


 


Net increase (decrease) in participants’ equity resulting from operations

    0.61       1.93       1.60       3.55       (4.48 )     (5.89 )
   


 


 


 


 


 


Value at end of period

  $ 23.69     $ 23.08     $ 21.15     $ 19.55     $ 16.00     $ 20.48  
   


 


 


 


 


 


Net assets ($000’s)

  $ 37,347     $ 42,248     $ 52,838     $ 110,782     $ 101,235     $ 142,051  

Total return

    2.6 %     9.1 %     8.2 %     22.2 %     (21.9 )%     (22.3 )%

Ratio of net investment income (loss) to average participants’ equity

    0.44 %     0.41 %     0.76 %     0.61 %     0.06 %     (0.01 )%

Ratio of fees to average participants’ equity

    0.83 %     0.83 %     0.83 %     0.83 %     0.83 %     0.83 %

Portfolio turnover rate

    27 %     48 %     52 %     57 %     64 %     41 %

Number of accumulation units outstanding at end of period

    1,576,635       1,830,683       2,497,896       5,666,562       6,326,437       6,937,365  


(1) Net investment income per share is based on average units outstanding.

 

The accompanying Notes are an integral part of these Financial Statements

 

 


 

12



Notes to Financial Statements


Note 1. Significant Accounting Policies

 


 

Organization

 

Continental Assurance Company Separate Account (B) is registered under the Investment Company Act of 1940, as amended, as an open-end diversified management investment company. Separate Account (B) is a separate account of Continental Assurance Company (CAC), an Illinois life insurance company which is a wholly-owned subsidiary of Continental Casualty Company (Casualty). Casualty is wholly-owned by The Continental Corporation (TCC). TCC is wholly owned by CNA Financial Corporation (CNAF). Loews Corporation owns approximately 89% of the outstanding common stock of CNAF.

 

The operations of CAC include the sale of certain variable annuity contracts, the proceeds of which are invested in Separate Account (B). CAC also provides investment advisory and administrative services to Separate Account (B) for a fee.

 

The assets and liabilities of Separate Account (B) are segregated from those of CAC.

 

Investments

 

Investments in securities traded on national securities exchanges are valued at the last reported sales price. Securities not traded on a national exchange are valued at the bid price of over-the-counter market quotations. Short-term notes are valued at cost plus accrued discount or interest (amortized cost) which approximates market.

 

Net realized gains and losses on sales of securities are determined as the difference between proceeds and cost, using the specific identification method. There are no differences in cost for financial statement and Federal income tax purposes.

 

Security transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date.

 

Options Writing

 

When Separate Account (B) writes an option, an amount equal to the premium received by Separate Account (B) is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by Separate Account (B) on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether Separate Account (B) has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by Separate Account (B). Separate Account (B) as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.

 

Federal Income Taxes

 

Separate Account (B) is not qualified as a “regulated investment company” under subchapter M of the Internal Revenue Code, as it is not taxed separately from CAC. While Separate Account (B) is part of the total operations of CAC, under existing federal income tax law, no taxes are payable on the investment income and realized capital gains which are reinvested in Separate Account (B) and which are taken into account in determining the value of the Accumulation Unit and the value of the Annuity Unit and which are not distributed to participants except as part of annuity payments.

 

Both investment income and realized capital gains are accumulated and reinvested.

 

The investment results credited to a participant’s account are not taxable to the participant until benefits are received by him. At that time, there is no distinction made between investment income and realized and unrealized gains in determining either the amount of the participant’s benefits, or the

 


 

13



 

taxes paid by the participant on these benefits. All payments generally are taxable to the recipient as ordinary income as received. A participant may wish to consult a tax adviser for more complete information.

 

Other

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Note 2. Investments

 


 

Net Realized Gain on Investments

Six Months Ended June 30,

   2006  

Aggregate proceeds (Common stock $16,562,587, Short-term notes $12,040,366, Options $640,118)

   $ 29,243,071  

Aggregate cost (Common stock $13,240,395, Short-term notes $12,040,308, Options $737,994)

     26,018,697  


Net realized gain

   $ 3,224,374  


Decrease in Net Unrealized Gain on Investments

Six Months Ended June 30,

   2006  

Unrealized gain on investments

        

Balance, June 30, 2006

   $ 5,094,860  

Less Balance, January 1, 2006

     7,353,198  


Change in net unrealized gains

   $ (2,258,338 )


Aggregate Cost of Securities Purchased

Six Months Ended June 30,

   2006  

Common stocks

   $ 10,467,085  

Short-term notes

     12,270,714  


Total purchases

   $ 22,737,799  


 


Note 3. Management Fees

 


 

Separate Account (B) pays fees to CAC for investment advisory and management services, under an advisory agreement, “The Investment Advisory Agreement”. The fees are set by contract at one-half of one percent per annum of the average daily net assets of Separate Account (B).

 

The Investment Advisory Agreement additionally provides for the reimbursement to CAC for certain legal, accounting and other expenses. Such reimbursement of service fees is computed at the rate of 0.33 of one percent per annum of the average daily net assets of Separate Account (B).

 

Participants pay fees directly to CAC for sales and administrative services, which are deducted from participants’ accounts on an annual basis (included in unit transaction withdrawals in the Statement of Changes in Participants’ Equity). Sales fees represent costs paid by participants upon purchase of additional accumulation units; administrative fees are deducted annually from applicable participants’ accounts.

 


 

14



Fees and Expenses Paid to CAC

Six Months Ended June 30,

   2006

Investment advisory fees

   $ 97,193

Service fees

     64,148
    

Total fees charged to participants’ equity

     161,341

Sales and administrative fees paid by participants

     301

Total

   $ 161,642

 


Note 4. Derivative Financial Instruments

 


 

Separate Account (B) enters into certain derivative financial instruments, namely call options.

 

Derivatives are carried at fair value, which generally reflects the estimated amounts that Separate Account (B) would receive or pay upon termination of the contracts at the reporting date. Dealer quotes are available for all of Separate Account (B)’s derivatives.

 

The fair values associated with these instruments are generally affected by changes in the underlying stock price. The credit risk associated with these instruments is minimal as all transactions are cleared through Options Clearing Corporation.

CALL OPTIONS


Transactions in options written during the six months ended June 30, 2006 were as follows:


     Number of
Contracts
    Premiums
Received
 

Options outstanding at December 31, 2005

   620     $ 176,283  

Options written

   4,555       741,162  

Options bought back

   (1,178 )     (317,288 )

Options expired

   (2,529 )     (322,830 )

Options exercised

   (45 )     (30,139 )
    

 


Options outstanding at June 30, 2006

   1,423     $ 247,188  


 

These options were collateralized by stock with a market value of $7,617,615 at June 30, 2006.

 


 

15



Committee Members and Executive Officers

 


 

The management of Separate Account (B), including general supervision of the duties performed for it by Continental Assurance Company, is the responsibility of the Committee Members of Separate Account (B). The number of Committee Members of Separate Account (B) is currently set at five. None of the Committee Members who are not “interested” persons of Separate Account (B) has been a director or employee of, or consultant to, the adviser or its affiliates in the last twenty years. The names and business addresses of the Committee Members and executive officers of Separate Account (B), their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below.

 


 

16



Committee Members for Separate Account (B)

 

Name, Address,

and Age

  Position(s) Held
with Fund
  Term of Office
and Length of
Time Served
  Principal Occupation(s)
During the Last 5 years
  Number of
Portfolios in
Fund Complex
Overseen by
Director
  Other
Directorships
Held by
Director
Disinterested Committee Members

Richard T. Fox

333 S. Wabash Ave.

Chicago, Illinois

60604

Age — 68

  Committee Member  

One Year

 

Nineteen Years

  Financial Consultant   One   None

Petrine J. Nielsen

333 S. Wabash Ave.

Chicago, Illinois

60604

Age — 66

  Committee Member  

One Year

 

Two Years

  Retired since June 2003; Senior Vice President of Computershare, Inc. from April 2000 until June 2003; prior thereto Senior Vice President of Harris Trust and Savings Bank.   One   None

Peter J. Wrenn

333 S. Wabash Ave.

Chicago, Illinois

60604

Age — 70

  Committee Member  

One Year

 

Eighteen Years

  Chairman and Treasurer of Hudson Technology, Inc. since January 2004; prior thereto President of Hudson Technology, Inc.   One   None
Interested Committee Members and Executive Officers*

Dennis R. Hemme

333 S. Wabash Ave.

Chicago, Illinois

60685

Age — 52

  Committee Member and Chairman  

One Year

 

Three Years

  Vice President and Treasurer of CAC and Casualty since September 2003; prior thereto Vice President of CAC and Casualty.   One   None

Marilou R. McGirr

333 S. Wabash Ave.

Chicago, Illinois

60604

Age — 53

  Committee Member and Portfolio Manager  

One Year

 

Eight Years

  Vice President and Assistant Treasurer of CAC and Casualty since September 2003; Portfolio Manager of Separate Account (B) since September 2002; prior thereto Vice President of CAC and Casualty;.   One   None

Lynne Gugenheim

333 S. Wabash Ave.

Chicago, Illinois

60604

Age — 46

  Secretary  

One Year

 

Ten Years

  Senior Vice President and Deputy General Counsel of CAC and Casualty since March 2000.   One   None
* An interested person within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended by virtue of his/her employment with CAC.

 


 

17



EXAMPLE


 

As a participant of Separate Account (B), you incur two types of costs: (1) transactions costs, including sales charges (loads) on purchase payments, redemption fees (on HR-10 Plan Contracts) and exchange fees; and (2) ongoing costs, including investment management fees and service fees. This Example is intended to help you understand your ongoing costs (in dollars) of investing in Separate Account (B) and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The Example is based on an investment of $1,000 invested at the beginning of the most recent six-month period and held for the entire period (from 1-1-06 to 6-30-06).

 

Actual Expenses

 

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. In addition, on 403(b) Graded Deduction Contracts, a contract fee of $30 per year per participant is also charged. On HR-10 Plan Contracts, an individual accounting maintenance fee of $20 per participant is charged for the first year and $10 per year per participant is charged thereafter.

 

Hypothetical Example for Comparison Purposes

 

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, on 403(b) Graded Deduction Contracts, a contract fee of $30 per year per participant is also charged. On HR-10 Plan Contracts, an individual accounting maintenance fee of $20 per participant is charged for the first year and $10 per year per participant is charged thereafter. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Return   

Beginning Account Value

1-1-06

  

Ending Account Value

6-30-06

  

Expenses Paid During Period*

1-1-06 to 6-30-06

Actual

   $ 1,000    $ 1,022.36    $ 4.17

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.63    $ 4.17
* Expenses are equal to the Fund’s annualized expense ratio of .83% multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

 

 

18



QUARTERLY PORTFOLIO OF INVESTMENTS AND PROXY VOTING

 


 

Separate Account (B)’s quarterly portfolio of investments and information regarding how Separate Account (B) voted proxies relating to portfolio securities held during the most recent 12-month period ended June 30, 2006, are available without charge, upon request, by calling Continental Assurance Company toll-free at (800) 351-3001.

 

You may also obtain this and other fund information directly from the Securities and Exchange Commission (“SEC”). The SEC may charge a copying fee for this information. Visit the SEC on-line at http://www.sec.gov or in person at the SEC’s Public Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours and operation. You may also request information about Separate Account (B) by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section at 450 Fifth Street NW, Washington, D.C. 20549.

 

 

19



COMMITTEE MEMBERS’ REVIEW OF INVESTMENT ADVISORY AGREEMENT

 


 

Before recommending the continuation of the Investment Advisory Agreement between Separate Account (B) and CAC (the Investment Advisory Agreement), the Committee Members of Separate Account (B) reviewed the material factors relating to its evaluation of CAC and the Investment Advisory Agreement.

 

The Committee Members examined the performance of Separate Account (B) in relation to its unit value over various periods of time and in comparison to other comparable separate accounts and the Standard & Poor’s 500 composite index® (with dividend reinvestment). The Committee Members noted that Separate Account (B) had outperformed its benchmark, the S&P 500/Citigroup Growth Index® (formerly known as the S&P 500/Barra Growth Index®), for calendar years 2004 and 2005. In addition, the Committee Members reviewed the list of and cost for services provided by CAC and compared them to services and costs of investment advisers of other separate accounts of various sizes, determining that CAC’s services and costs compared favorably to the other separate accounts. The Committee Members also noted that CAC receives research services from brokerage firms at no additional cost to CAC or Separate Account (B). The Committee Members decided that Separate Account (B) benefits from its association with CAC by having these services available to be used by CAC in its management of Separate Account (B)’s portfolio as well as CAC’s other accounts.

 

The Committee Members also considered the fact that CAC generally is not accepting additional business, but will continue to service its existing contracts, and the potential effect this could have on CAC’s ability to administer Separate Account (B) contracts at the existing service level. The Committee Members noted that the net assets of Separate Account (B) were expected to decrease over the upcoming years. The Committee noted that since Separate Account (B) is not expected to increase its net asset size and is the only fund that CAC advises, Separate Account (B) could potentially obtain some economies of scale with another advisor that managed multiple funds. The Committee Members pointed out that CAC has a favorable history and relationship with Separate Account (B), a good reputation, and that CAC’s personnel have strong qualifications, and that other advisors may not be willing or able to provide, at the same or a more favorable rate, the level of services CAC currently provides. The Committee Members also took note of the fact that the Participants overwhelmingly voted to approve the Investment Advisory Agreement with CAC at the prior year’s Annual Meeting of Participants.

 

At the conclusion of its review of these factors, the Committee Members approved the continuation of the Investment Advisory Agreement on its present terms and conditions at the January 30, 2006 meeting, and recommended that its recommendation be submitted to a vote of the Participants of Separate Account (B) at the April 28, 2006 Annual Meeting. The Participants approved the continuation of the Investment Advisory Agreement at the April 28, 2006 Annual Meeting.

 

 

20


ITEM 2: CODE(S) OF ETHICS - Item not applicable to semi-annual report.

ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT - Item not applicable to semi-annual report.

ITEM 4: PRINCIPAL ACCOUNTANT FEES AND SERVICES - Item not applicable to semi-annual report.

ITEM 5: AUDIT COMMITTEE FOR LISTED REGISTRANTS - Not applicable.

ITEM 6: SCHEDULE OF INVESTMENTS - See Portfolio of Investments in Item 1.

ITEM 7: DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES - Not applicable.

ITEM 8: PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES - Not applicable.

ITEM 9: PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS - Not applicable.

ITEM 10: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Directors since the registrant last submitted a proxy statement to its shareholders.

ITEM 11: CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.

(b) Internal Controls. There have been no changes in the Registrant’s internal control over financial reporting that occurred during the registrant’s last half-year (the Registrant’s second fiscal half-year in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal controls over financial reporting.

ITEM 12: EXHIBITS.

(a)(1) Code of Ethics - Not applicable to this filing.

(a)(2) Certifications of principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit EX-99.CERT.

(a)(3) Written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons—Not applicable.

(b) Certifications of principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit EX-99.906CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Continental Assurance Company Separate Account (B)
BY:  

/s/ LYNNE GUGENHEIM

 

Lynne Gugenheim

  Secretary (Principal Executive Officer)

Date: August 29, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

BY:   /s/ D. CRAIG MENSE
 

D. Craig Mense

 

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: August 29, 2006
BY:   /s/ LYNNE GUGENHEIM
  Lynne Gugenheim
  Secretary (Principal Executive Officer)
Date: August 29, 2006