SEC Filing | Loews Corporation

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l-20230630

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 June 30, 2023

☐ 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 1-06541

LOEWS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			13-2646102
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

9 West 57th Street, New York, NY 10019-2714

(Address of principal executive offices) (Zip Code)

(212) 521-2000

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	L	New York 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 Exchange Act).

Yes

☐

No ☒

As of July 28, 2023, there were 225,508,650 shares of the registrant’s common stock outstanding.


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Table of contents

INDEX


			Page
			No.

Part I. Financial Information

Item 1. Financial Statements (unaudited)

Consolidated Condensed Balance Sheets			3
June 30, 2023 and December 31, 2022

Consolidated Condensed Statements of Operations			4
Three and six months ended June 30, 2023 and 2022

Consolidated Condensed Statements of Comprehensive Income (Loss)			5
Three and six months ended June 30, 2023 and 2022

Consolidated Condensed Statements of Equity			6
Three and six months ended June 30, 2023 and 2022

Consolidated Condensed Statements of Cash Flows			8
Six months ended June 30, 2023 and 2022

Notes to Consolidated Condensed Financial Statements			9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			44

Item 3. Quantitative and Qualitative Disclosures about Market Risk			66

Item 4. Controls and Procedures			67

Part II. Other Information			67

Item 1. Legal Proceedings			67

Item 1A. Risk Factors			68

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			68

Item 6. Exhibits			69


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Table of contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)


	June 30,		December 31,
	2023		2022
(Dollar amounts in millions, except per share data)

Assets:

Investments:
Fixed maturities, amortized cost of $42,037 and $41,102, less allowance for credit loss of $22 and $1	$	38,926	$	37,697
Equity securities, cost of $1,063 and $1,161	1,051		1,139
Limited partnership investments	2,020		1,954
Other invested assets, primarily mortgage loans, less allowance for credit loss of $30 and $24	1,088		1,124
Short term investments	4,478		4,854
Total investments	47,563		46,768
Cash	463		532
Receivables	9,926		9,403
Property, plant and equipment	10,328		10,027
Goodwill	347		346
Deferred non-insurance warranty acquisition expenses	3,689		3,671
Deferred acquisition costs of insurance subsidiaries	885		806
Other assets	4,146		4,014
Total assets	$	77,347	$	75,567

Liabilities and Equity:

Insurance reserves:
Claim and claim adjustment expense	$	22,802	$	22,120
Future policy benefits	13,666		13,480
Unearned premiums	6,978		6,374
Total insurance reserves	43,446		41,974
Payable to brokers	191		133
Short term debt	961		854
Long term debt	8,094		8,165
Deferred income taxes	257		243
Deferred non-insurance warranty revenue	4,735		4,714
Other liabilities	4,193		4,283
Total liabilities	61,877		60,366

Commitments and contingent liabilities

Preferred stock, $0.10 par value:
Authorized – 100,000,000 shares
Common stock, $0.01 par value:
Authorized – 1,800,000,000 shares
Issued – 236,305,517 and 236,159,866 shares	2		2
Additional paid-in capital	2,728		2,748
Retained earnings	15,637		14,931
Accumulated other comprehensive loss	(3,160)		(3,320)
	15,207		14,361
Less treasury stock, at cost (10,194,421 and 198,875 shares)	(604)		(12)
Total shareholders’ equity	14,603		14,349
Noncontrolling interests	867		852
Total equity	15,470		15,201
Total liabilities and equity	$	77,347	$	75,567

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions, except per share data)

Revenues:
Insurance premiums	$	2,347	$	2,155	$	4,595	$	4,214
Net investment income	592		366		1,161		798
Investment gains (losses)	14		(59)		(21)		(70)
Non-insurance warranty revenue	407		392		814		774
Operating revenues and other	574		534		1,168		1,074
Total	3,934		3,388		7,717		6,790

Expenses:
Insurance claims and policyholders’ benefits (re-measurement gain (loss) of $(33), $1, $(34), and $6)	1,779		1,601		3,432		3,079
Amortization of deferred acquisition costs	403		374		782		718
Non-insurance warranty expense	384		367		768		721
Operating expenses and other	808		766		1,589		1,482
Equity method income	(39)		(51)		(67)		(76)
Interest	91		96		186		192
Total	3,426		3,153		6,690		6,116
Income before income tax	508		235		1,027		674
Income tax expense	(120)		(48)		(235)		(135)
Net income	388		187		792		539
Amounts attributable to noncontrolling interests	(28)		(20)		(57)		(50)
Net income attributable to Loews Corporation	$	360	$	167	$	735	$	489

Basic and diluted net income per share	$	1.58	$	0.68	$	3.19	$	1.98


Weighted average shares outstanding:
Shares of common stock	227.69		245.45		230.48		246.70
Dilutive potential shares of common stock	0.28		0.49		0.30		0.50
Total weighted average shares outstanding assuming dilution	227.97		245.94		230.78		247.20

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Net income	$	388	$	187	$	792	$	539

Other comprehensive income (loss), after tax
Changes in:
Net unrealized losses on investments with an allowance for credit losses	(1)		(2)		(9)		(6)
Net unrealized gains (losses) on other investments	(413)		(2,226)		257		(4,869)
Total unrealized gains (losses) on investments	(414)		(2,228)		248		(4,875)
Impact of changes in discount rates used to measure long-duration contract liabilities	256		1,507		(140)		3,142
Unrealized gains on cash flow hedges	8		6		6		24
Pension and postretirement benefits	6		5		15		12
Foreign currency translation	35		(68)		51		(83)

Other comprehensive income (loss)	(109)		(778)		180		(1,780)

Comprehensive income (loss)	279		(591)		972		(1,241)

Amounts attributable to noncontrolling interests	(17)		59		(77)		136

Total comprehensive income (loss) attributable to Loews Corporation	$	262	$	(532)	$	895	$	(1,105)

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY

(Unaudited)


			Loews Corporation Shareholders
	Total		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held in Treasury		Noncontrolling Interests
(In millions)

Balance, April 1, 2022, as reported	$	17,695	$	2	$	2,859	$	15,097	$	(1,251)	$	(132)	$	1,120
Cumulative effect adjustments from changes in accounting standards (Note 1)	(1,119)						(38)		(965)				(116)
Balance, April 1, 2022, as adjusted	16,576		2		2,859		15,059		(2,216)		(132)		1,004
Net income	187						167						20
Other comprehensive loss	(778)								(699)				(79)
Dividends paid ($0.0625 per share)	(26)						(15)						(11)

Purchases of Loews Corporation treasury stock	(255)										(255)

Stock-based compensation	12				11								1
Other	(2)				(1)		(1)		2		1		(3)
Balance, June 30, 2022	$	15,714	$	2	$	2,869	$	15,210	$	(2,913)	$	(386)	$	932

Balance, April 1, 2023	$	15,314	$	2	$	2,716	$	15,293	$	(3,062)	$	(498)	$	863
Net income	388						360						28
Other comprehensive loss	(109)								(98)				(11)
Dividends paid ($0.0625 per share)	(25)						(14)						(11)
Purchase of subsidiary stock from noncontrolling interests	(2)												(2)
Purchases of Loews Corporation treasury stock	(107)										(107)

Stock-based compensation	9				9
Other	2				3		(2)				1
Balance, June 30, 2023	$	15,470	$	2	$	2,728	$	15,637	$	(3,160)	$	(604)	$	867

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY

(Unaudited)


			Loews Corporation Shareholders
	Total		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held in Treasury		Noncontrolling Interests
(In millions)

Balance, January 1, 2022, as reported	$	19,175	$	2	$	2,885	$	14,776	$	186	$	(3)	$	1,329
Cumulative effect adjustments from changes in accounting standards (Note 1)	(1,704)						(22)		(1,506)				(176)
Balance, January 1, 2022, as adjusted	17,471		2		2,885		14,754		(1,320)		(3)		1,153
Net income	539						489						50
Other comprehensive loss	(1,780)								(1,594)				(186)
Dividends paid ($0.125 per share)	(110)						(31)						(79)
Purchase of subsidiary stock from noncontrolling interests	(21)				(1)								(20)
Purchases of Loews Corporation treasury stock	(384)										(384)

Stock-based compensation	2				(14)								16
Other	(3)				(1)		(2)		1		1		(2)
Balance, June 30, 2022	$	15,714	$	2	$	2,869	$	15,210	$	(2,913)	$	(386)	$	932

Balance, January 1, 2023, as reported	$	15,478	$	2	$	2,748	$	15,144	$	(3,284)	$	(12)	$	880
Cumulative effect adjustments from changes in accounting standards (Note 1)	(277)						(213)		(36)				(28)
Balance, January 1, 2023, as adjusted	15,201		2		2,748		14,931		(3,320)		(12)		852
Net income	792						735						57
Other comprehensive income	180								160				20
Dividends paid ($0.125 per share)	(84)						(29)						(55)
Purchase of subsidiary stock from noncontrolling interests	(26)												(26)
Purchases of Loews Corporation treasury stock	(593)										(593)

Stock-based compensation	5				(17)								22
Other	(5)				(3)						1		(3)
Balance, June 30, 2023	$	15,470	$	2	$	2,728	$	15,637	$	(3,160)	$	(604)	$	867

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


Six Months Ended June 30	2023		2022
(In millions)

Operating Activities:

Net income	$	792	$	539
Adjustments to reconcile net income to net cash provided by operating activities, net	300		497







Changes in operating assets and liabilities, net:
Receivables	(456)		(634)
Deferred acquisition costs	(74)		(63)
Insurance reserves	1,165		1,417
Other assets	(173)		(360)
Other liabilities	(139)		87
Trading securities	738		(37)
Net cash flow provided by operating activities	2,153		1,446

Investing Activities:

Purchases of fixed maturities	(3,506)		(6,251)
Proceeds from sales of fixed maturities	2,285		3,293
Proceeds from maturities of fixed maturities	613		1,715
Purchases of equity securities	(126)		(195)
Proceeds from sales of equity securities	121		193
Purchases of limited partnership investments	(245)		(168)
Proceeds from sales of limited partnership investments	132		134
Purchases of property, plant and equipment	(299)		(312)



Change in short term investments	(322)		739
Other, net	(120)		66
Net cash flow used by investing activities	(1,467)		(786)

Financing Activities:

Dividends paid	(29)		(31)
Dividends paid to noncontrolling interests	(55)		(79)
Purchases of Loews Corporation treasury stock	(593)		(380)
Purchases of subsidiary stock from noncontrolling interests	(26)		(21)
Principal payments on debt	(502)		(301)
Issuance of debt	463		498
Other, net	(17)		(4)
Net cash flow used by financing activities	(759)		(318)

Effect of foreign exchange rate on cash	4		(12)

Net change in cash	(69)		330
Cash, beginning of period	532		621
Cash, end of period	$	463	$	951

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Loews Corporation is a holding company. Its consolidated operating subsidiaries are engaged in the following lines of business: commercial property and casualty insurance (CNA Financial Corporation (“CNA”), a 90% owned subsidiary); transportation and storage of natural gas and natural gas liquids (Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”), a wholly owned subsidiary) and the operation of a chain of hotels (Loews Hotels Holding Corporation (“Loews Hotels & Co”), a wholly owned subsidiary). Unless the context otherwise requires, as used herein, the term “Company” means Loews Corporation including its consolidated subsidiaries, the term “Parent Company” means Loews Corporation excluding its subsidiaries, the term “Net income (loss) attributable to Loews Corporation” means Net income (loss) attributable to Loews Corporation shareholders and the term “subsidiaries” means Loews Corporation’s consolidated subsidiaries.

In the opinion of management, the accompanying unaudited Consolidated Condensed Financial Statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company’s financial position as of June 30, 2023 and December 31, 2022 and results of operations, comprehensive income (loss) and changes in shareholders’ equity for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022, in each case in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Net income for the interim periods is not necessarily indicative of net income for the entire year. These Consolidated Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Company presents basic and diluted net income (loss) per share on the Consolidated Condensed Statements of Operations. Basic net income (loss) per share excludes dilution and is computed by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding for the period. Diluted net income 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 and six months ended June 30, 2023 and 2022 there were no shares attributable to employee stock-based compensation awards excluded from the diluted weighted average shares outstanding amounts because the effect would have been antidilutive.

Accounting changes – In August of 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. Entities are required to review, and update if there is a change, cash flow assumptions (including morbidity and persistency) used to measure the liability for future policyholder benefits (“LFPB”) at least annually. The LFPB must also be updated for actual experience at least annually. The LFPB is reflected as Insurance reserves: Future policy benefits on the Consolidated Condensed Balance Sheets. The discount rate assumption used to measure the LFPB must be updated quarterly using an upper-medium grade (low credit risk) fixed-income instrument yield, commonly interpreted as a single-A rate. The effect of changes in cash flow assumptions and actual variances from expected experience are recorded in results of operations within Insurance claims and policyholders’ benefits. The effect of changes in discount rate assumptions are recorded in Other comprehensive income (loss) (“OCI”). In contrast, under legacy accounting guidance, cash flow and discount rate assumptions were locked in unless a premium deficiency emerged. The discount rate assumption under legacy accounting guidance was determined using CNA’s internal investment portfolio yield, which was generally higher than a single-A yield.

The new guidance eliminates the need to hold shadow reserves associated with long term care reserves. Under legacy accounting guidance, to the extent that unrealized gains on fixed maturity securities supporting long term care reserves would have resulted in a premium deficiency if realized, a related increase to Insurance reserves was recorded, net of tax, as a reduction of net unrealized gains (losses), through Other comprehensive income (loss) (shadow reserves).


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The unit of account is the level at which reserves are measured. Under the new guidance, the unit of account used to measure the LFPB is the cohort. Cohorts are comprised of insurance contracts issued no more than one year apart, and must be further disaggregated according to policy benefit and insurance risk characteristics. Under legacy accounting guidance, the LFPB was generally measured at the individual policy level.

Under the new guidance, the net premium ratio (“NPR”) is capped at 100%. To the extent that NPR would otherwise exceed 100%, the LFPB is increased, and a loss is recognized immediately in the results of operations. The NPR cap is applied at the cohort level each quarter when NPR is updated. In contrast, under legacy accounting guidance, premium deficiency testing was performed annually at the product level. See Note 6 to the Consolidated Condensed Financial Statements for further explanation of the NPR and LFPB calculations.

The Company adopted the new guidance effective January 1, 2023, using the modified retrospective method applied as of the transition date of January 1, 2021. CNA’s run-off long term care business is in scope of the new guidance. All prior periods presented in the financial statements have been adjusted to reflect application of the new guidance. The original locked in discount rate, utilized for purposes of calculating the NPR under the new guidance, was based on the discount rate assumption used to calculate the LFPB immediately prior to the transition date. While the requirements of the new guidance represent a material change from legacy accounting, the new guidance does not impact capital and surplus under statutory accounting practices, cash flows or the underlying economics of the business.

In December of 2022, the FASB issued ASU 2022-05, “Financial Services-Insurance (Topic 944): Transition for Sold Contracts” (“ASU 2022-05”). This guidance permits companies to make an election to exclude from the scope of ASU 2018-12 any insurance contracts that have been de-recognized prior to the effective date of ASU 2018-12, assuming that the company has no significant continuing involvement with the de-recognized contracts. In the fourth quarter of 2022, CNA novated its block of legacy annuity business, which was fully-ceded prior to novation. The Company has elected the ASU 2022-05 transition relief, and has excluded the novated legacy annuity business from the scope of ASU 2018-12.

Explanation of ASU 2018-12 Transition Impacts:

The following table presents a roll-forward of the pre-transition LFPB balance as of January 1, 2021:



(In millions)

Balance as of December 31, 2020, as reported	$	13,318
Reclassification of reserves for policyholders currently receiving benefits to Future policy benefits (a)	2,844
De-recognition of shadow reserves	(3,293)
Re-measurement using an upper-medium grade fixed income instrument yield discount rate	6,255
Other adjustments	8
Balance as of January 1, 2021, as adjusted	$	19,132


(a)			In conjunction with the adoption of ASU 2018-12, at January 1, 2023, the long term care reserves for policyholders currently receiving benefits were reclassified from Claim and claim adjustment expense to Future policy benefits. This change was applied retrospectively as of January 1, 2021.

Shadow reserves associated with the long term care business were de-recognized as of the transition date in Accumulated other comprehensive income (“AOCI”). The effect of re-measuring the LFPB at the single-A discount rate as of the transition date was similarly recorded in AOCI. There are no cohorts for which the NPR exceeded 100% at the transition date.

CNA’s practice under legacy accounting guidance was to calculate and record premium deficiency reserves at the policy level. Accordingly, an allocation methodology was not required to assign historical premium deficiency reserves to cohorts upon transition to ASU 2018-12.


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The following table presents after tax adjustments to the opening balance of Shareholders’ equity and Noncontrolling interests resulting from adoption of ASU 2018-12:


	Accumulated other comprehensive income (loss)		Retained earnings		Noncontrolling interests
(In millions)

Balance as of December 31, 2020, as reported	$	581	$	14,150	$	1,321
De-recognition of shadow reserves	2,331				270
Re-measurement of LFPB using an upper-medium grade fixed income instrument yield discount rate	(4,428)				(513)
Other adjustments			(5)		(1)
Balance as of January 1, 2021, as adjusted	$	(1,516)	$	14,145	$	1,077

The effects of adoption of ASU 2018-12 on the Consolidated Condensed Statement of Operations were as follows:


Three Months Ended June 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Insurance claims and policyholders’ benefits (a)	$	1,583	$	18	$	1,601
Income before income tax	253		(18)		235
Income tax expense	(51)		3		(48)
Net income	202		(15)		187
Amounts attributable to noncontrolling interests	(22)		2		(20)
Net income attributable to Loews Corporation	180		(13)		167
Basic net income per share	0.73		(0.05)		0.68
Diluted net income per share	0.73		(0.05)		0.68


(a)			The effect of adopting ASU 2018-12 on Insurance claims and policyholders’ benefits is inclusive of the re-measurement gain of $1 million, which is presented parenthetically on the Consolidated Condensed Statement of Operations.


Six Months Ended June 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Insurance claims and policyholders’ benefits (a)	$	3,038	$	41	$	3,079
Income before income tax	715		(41)		674
Income tax expense	(143)		8		(135)
Net income	572		(33)		539
Amounts attributable to noncontrolling interests	(54)		4		(50)
Net income attributable to Loews Corporation	518		(29)		489
Basic net income per share	2.10		(0.12)		1.98
Diluted net income per share	2.09		(0.11)		1.98


(a)			The effect of adopting ASU 2018-12 on Insurance claims and policyholders’ benefits is inclusive of the re-measurement gain of $6 million, which is presented parenthetically on the Consolidated Condensed Statement of Operations.


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The effects of adoption of ASU 2018-12 on the Consolidated Condensed Balance Sheet were as follows:


December 31, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Other assets	$	3,941	$	73	$	4,014
Total assets	75,494		73		75,567
Claim and claim adjustment expenses (a)	25,099		(2,979)		22,120
Future policy benefits (a)	10,151		3,329		13,480
Total liabilities	60,016		350		60,366
Retained earnings	15,144		(213)		14,931
Accumulated other comprehensive income (loss)	(3,284)		(36)		(3,320)
Noncontrolling interests	880		(28)		852
Total equity	15,478		(277)		15,201


(a)			In conjunction with the adoption of ASU 2018-12, at January 1, 2023, the long term care reserves for policyholders currently receiving benefits were reclassified from Claim and claim adjustment expense to Future policy benefits. This change was applied retrospectively as of January 1, 2021.

The effects of adoption of ASU 2018-12 on the Consolidated Condensed Statement of Comprehensive Income (Loss) were as follows:


Three Months Ended June 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Changes in: Net unrealized losses on other investments	$	(1,346)	$	(880)	$	(2,226)
Total unrealized losses on investments	(1,348)		(880)		(2,228)
Impact of changes in discount rates used to measure long-duration contract liabilities			1,507		1,507
Other comprehensive (loss)	(1,405)		627		(778)
Comprehensive (loss)	(1,203)		612		(591)
Amounts attributable to noncontrolling interests	124		(65)		59
Total comprehensive (loss) attributable to Loews Corporation	(1,079)		547		(532)


Six Months Ended June 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Changes in: Net unrealized losses on other investments	$	(2,957)	$	(1,912)	$	(4,869)
Total unrealized losses on investments	(2,963)		(1,912)		(4,875)
Impact of changes in discount rates used to measure long-duration contract liabilities			3,142		3,142
Other comprehensive (loss)	(3,010)		1,230		(1,780)
Comprehensive (loss)	(2,438)		1,197		(1,241)
Amounts attributable to noncontrolling interests	260		(124)		136
Total comprehensive (loss) attributable to Loews Corporation	(2,178)		1,073		(1,105)


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The effects of adoption of ASU 2018-12 on the Consolidated Condensed Statements of Cash Flows were as follows:


Six Months Ended June 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Net income	$	572	$	(33)	$	539
Adjustments to reconcile net income to net cash provided by operating activities, net	505		(8)		497
Changes in: Insurance reserves	1,376		41		1,417

The effects of adoption of ASU 2018-12 on segment results of operations of CNA were as follows:


Three Months Ended June 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Insurance claims and policyholders’ benefits (a)	$	1,583	$	18	$	1,601
Income before income tax	245		(18)		227
Income tax expense	(40)		3		(37)
Net income	205		(15)		190
Amounts attributable to noncontrolling interests	(22)		2		(20)
Net income attributable to Loews Corporation	183		(13)		170


(a)			The effect of adopting ASU 2018-12 on Insurance claims and policyholders’ benefits is inclusive of the re-measurement gain of $1 million, which is presented parenthetically on the Consolidated Condensed Statement of Operations.


Six Months Ended June 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Insurance claims and policyholders’ benefits (a)	$	3,038	$	41	$	3,079
Income before income tax	623		(41)		582
Income tax expense	(105)		8		(97)
Net income	518		(33)		485
Amounts attributable to noncontrolling interests	(54)		4		(50)
Net income attributable to Loews Corporation	464		(29)		435


(a)			The effect of adopting ASU 2018-12 on Insurance claims and policyholders’ benefits is inclusive of the re-measurement gain of $6 million, which is presented parenthetically on the Consolidated Condensed Statement of Operations.

2. Acquisitions

During the second quarter of 2023, Loews Hotels & Co paid $46 million to acquire an additional equity interest in a previously unconsolidated joint venture property. The acquisition resulted in Loews Hotels & Co consolidating the joint venture property and recording a gain of $46 million ($36 million after tax). Upon acquisition, $232 million in assets and $120 million in liabilities, including mezzanine equity representing the remaining noncontrolling owner’s interest, were consolidated at fair value.


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3. Investments

Net investment income is as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Fixed maturity securities	$	482	$	441	$	952	$	870
Limited partnership investments	55		7		82		27
Short term investments	14				30
Equity securities (a)	21		(11)		33		(9)
Income (loss) from trading portfolio (a)	14		(62)		59		(77)
Other	29		13		49		28
Total investment income	615		388		1,205		839
Investment expenses	(23)		(22)		(44)		(41)
Net investment income	$	592	$	366	$	1,161	$	798
(a) Net investment income (loss) recognized due to the change in fair value of equity and trading portfolio securities held as of June 30, 2023 and 2022	$	15	$	(95)	$	20	$	(120)


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Investment gains (losses) are as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Fixed maturity securities:
Gross gains	$	8	$	45	$	43	$	71
Gross losses	(35)		(60)		(92)		(88)
Investment losses on fixed maturity securities	(27)		(15)		(49)		(17)
Equity securities (a)	3		(71)		(11)		(109)
Derivative instruments			26				55
Short term investments and other	(8)		1		(7)		1

Gain on acquisition of a joint venture (see Note 2)	46				46
Investment gains (losses)	$	14	$	(59)	$	(21)	$	(70)
(a) Investment gains (losses) recognized due to the change in fair value of non-redeemable preferred stock included within equity securities held as of June 30, 2023 and 2022	$	3	$	(70)	$	—	$	(108)

The components of available-for-sale impairment losses (gains) recognized in earnings by asset type are presented in the following table. The table includes losses (gains) on securities with an intention to sell and changes in the allowance for credit losses on securities since acquisition date:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Fixed maturity securities available-for-sale:
Corporate and other bonds	$	9	$	21	$	17	$	29
Asset-backed	8		(1)		8		1
Impairment losses recognized in earnings	$	17	$	20	$	25	$	30

There were $6 million of losses recognized on mortgage loans during the three and six months ended June 30, 2023 due to changes in expected credit losses. There were no losses recognized on mortgage loans during the three and six months ended June 30, 2022.


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The following tables present a summary of fixed maturity securities:


June 30, 2023	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Estimated Fair Value
(In millions)

Fixed maturity securities:
Corporate and other bonds	$	24,194	$	339	$	1,909	$	13	$	22,611
States, municipalities and political subdivisions	8,262		341		793				7,810
Asset-backed:
Residential mortgage-backed	3,133		4		444				2,693
Commercial mortgage-backed	1,843		4		257		7		1,583
Other asset-backed	3,571		9		330		2		3,248
Total asset-backed	8,547		17		1,031		9		7,524
U.S. Treasury and obligations of government sponsored enterprises	130				3				127
Foreign government	700		1		50				651
Redeemable preferred stock	5								5
Fixed maturities available-for-sale	41,838		698		3,786		22		38,728
Fixed maturities trading	199				1				198
Total fixed maturity securities	$	42,037	$	698	$	3,787	$	22	$	38,926


December 31, 2022


Fixed maturity securities:
Corporate and other bonds	$	23,137	$	301	$	2,009			$	21,429
States, municipalities and political subdivisions	8,918		338		939				8,317
Asset-backed:
Residential mortgage-backed	3,073		5		447				2,631
Commercial mortgage-backed	1,886		4		255				1,635
Other asset-backed	3,287		2		361		$	1	2,927
Total asset-backed	8,246		11		1,063		1		7,193
U.S. Treasury and obligations of government sponsored enterprises	111		1		2				110
Foreign government	617		1		43				575
Redeemable preferred stock	3								3
Fixed maturities available-for-sale	41,032		652		4,056		1		37,627
Fixed maturities trading	70								70
Total fixed maturity securities	$	41,102	$	652	$	4,056	$	1	$	37,697


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The available-for-sale fixed maturity securities in a gross unrealized loss position for which an allowance for credit losses has not been recorded are as follows:


	Less than 12 Months				12 Months or Longer				Total
June 30, 2023	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
(In millions)

Fixed maturity securities:
Corporate and other bonds	$	7,681	$	350	$	10,087	$	1,559	$	17,768	$	1,909
States, municipalities and political subdivisions	1,486		64		2,783		729		4,269		793
Asset-backed:
Residential mortgage-backed	822		35		1,810		409		2,632		444
Commercial mortgage-backed	325		15		1,171		242		1,496		257
Other asset-backed	739		32		1,982		298		2,721		330
Total asset-backed	1,886		82		4,963		949		6,849		1,031
U.S. Treasury and obligations of government-sponsored enterprises	84		2		34		1		118		3
Foreign government	213		8		395		42		608		50
Total fixed maturity securities	$	11,350	$	506	$	18,262	$	3,280	$	29,612	$	3,786

December 31, 2022

Fixed maturity securities:
Corporate and other bonds	$	15,946	$	1,585	$	1,634	$	424	$	17,580	$	2,009
States, municipalities and political subdivisions	4,079		769		456		170		4,535		939
Asset-backed:
Residential mortgage-backed	1,406		144		1,143		303		2,549		447
Commercial mortgage-backed	1,167		159		408		96		1,575		255
Other asset-backed	2,087		262		542		99		2,629		361
Total asset-backed	4,660		565		2,093		498		6,753		1,063
U.S. Treasury and obligations of government-sponsored enterprises	76		1		16		1		92		2
Foreign government	473		26		78		17		551		43
Total fixed maturity securities	$	25,234	$	2,946	$	4,277	$	1,110	$	29,511	$	4,056


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The following table presents the estimated fair value and gross unrealized losses of available-for-sale fixed maturity securities in a gross unrealized loss position for which an allowance for credit loss has not been recorded, by ratings distribution.


	June 30, 2023				December 31, 2022
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises	$	2,479	$	334	$	2,355	$	337
AAA	1,662		283		1,559		298
AA	4,404		746		4,327		817
A	6,937		703		6,615		749
BBB	12,960		1,513		13,226		1,621
Non-investment grade	1,170		207		1,429		234
Total	$	29,612	$	3,786	$	29,511	$	4,056

Based on current facts and circumstances, the unrealized losses presented in the June 30, 2023 securities in the gross unrealized loss position table above are not believed to be 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 a general market widening of credit spreads. In reaching this determination, the continued volatility in risk-free rates and credit spreads, as well as the fact that the unrealized losses are concentrated in investment grade issuers, were considered. Additionally, there is no current intent to sell securities with unrealized losses, nor is it more likely than not that sale will be required prior to recovery of amortized cost; accordingly, it was determined that there are no additional impairment losses to be recorded as of June 30, 2023.

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 receivables on available-for-sale fixed maturity securities totaled $413 million, $394 million and $374 million as of June 30, 2023, December 31, 2022 and June 30, 2022 and are excluded from the estimate of expected credit losses and the amortized cost basis in the tables within this Note.


Three months ended June 30, 2023	Corporate and Other Bonds		Asset-backed		Total
(In millions)

Allowance for credit losses:
Balance as of April 1, 2023	$	1	$	1	$	2
Additions to the allowance for credit losses:
Securities for which credit losses were not previously recorded	1		7		8
Available-for-sale securities accounted for as PCD assets	11				11






Additional increases to the allowance for credit losses on securities that had an allowance recorded in a previous period			1		1
Total allowance for credit losses	$	13	$	9	$	22


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Three months ended June 30, 2022	Corporate and Other Bonds		Asset-backed		Total
(In millions)

Allowance for credit losses:
Balance as of April 1, 2022	$	12	$	5	$	17
Additions to the allowance for credit losses:


Available-for-sale securities accounted for as PCD assets			3		3

Reductions to the allowance for credit losses:

Write-offs charged against the allowance	12				12

Additional decreases to the allowance for credit losses on securities that had an allowance recorded in a previous period			(3)		(3)
Total allowance for credit losses	$	—	$	5	$	5



Six months ended June 30, 2023


Allowance for credit losses:
Balance as of January 1, 2023	$	—	$	1	$	1
Additions to the allowance for credit losses:
Securities for which credit losses were not previously recorded	1		7		8
Available-for-sale securities accounted for as PCD assets	20				20

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	3				3


Additional increases to the allowance for credit losses on securities that had an allowance recorded in a previous period	1		1		2
Total allowance for credit losses	$	13	$	9	$	22


Six months ended June 30, 2022


Allowance for credit losses:
Balance as of January 1, 2022	$	11	$	7	$	18
Additions to the allowance for credit losses:


Available-for-sale securities accounted for as PCD assets			3		3

Reductions to the allowance for credit losses:

Write-offs charged against the allowance	12				12

Additional increases or (decreases) to the allowance for credit losses on securities that had an allowance recorded in a previous period	1		(5)		(4)
Total allowance for credit losses	$	—	$	5	$	5


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Contractual Maturity

The following table presents available-for-sale fixed maturity securities by contractual maturity.


	June 30, 2023				December 31, 2022
	Cost or Amortized Cost		Estimated Fair Value		Cost or Amortized Cost		Estimated Fair Value
(In millions)

Due in one year or less	$	988	$	972	$	1,012	$	1,001
Due after one year through five years	11,072		10,443		9,880		9,399
Due after five years through ten years	13,445		12,226		13,788		12,453
Due after ten years	16,333		15,087		16,352		14,774
Total	$	41,838	$	38,728	$	41,032	$	37,627

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.

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 (“LTV”) ratios.


	Mortgage Loans Amortized Cost Basis by Origination Year (a)
As of June 30, 2023	2023		2022		2021		2020		2019		Prior		Total
(In millions)

DSCR ≥1.6x
LTV less than 55%			$	9	$	13	$	111	$	33	$	245	$	411
LTV 55% to 65%									8				8
LTV greater than 65%			31		11								42
DSCR 1.2x - 1.6x
LTV less than 55%	$	28	5		49		14		42		51		189
LTV 55% to 65%	12		43				24				9		88
LTV greater than 65%			58										58
DSCR ≤1.2x
LTV less than 55%			35						34				69
LTV 55% to 65%	13		41						43				97
LTV greater than 65%	13		27		21				23		7		91
Total	$	66	$	249	$	94	$	149	$	183	$	312	$	1,053


(a)			The values in the table above reflect DSCR on a standardized amortization period and LTV ratios based on the most recent appraised values trended forward using changes in a commercial real estate price index.

Derivative Financial Instruments

A summary of the aggregate contractual or notional amounts and gross estimated fair values related to derivative financial instruments follows. The contractual or notional amounts for derivatives are used to calculate the exchange of contractual payments under related agreements and may not be representative of the potential for gain or loss on these


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instruments. Gross estimated fair values of derivative positions are currently presented in Equity securities, Receivables and Payable to brokers on the Consolidated Condensed Balance Sheets.


	June 30, 2023						December 31, 2022
	Contractual/Notional Amount		Estimated Fair Value				Contractual/Notional Amount		Estimated Fair Value
			Asset		(Liability)				Asset		(Liability)
(In millions)

Without hedge designation:
Equity markets:
Options – purchased	$	216	$	5
Futures – short	165				$	(2)	$	169
Warrants	95		5				117		$	6
Interest rate swaps	240		19				240		19

Currency forwards	13				(1)		12				$	(1)

Investment Commitments

As part of the overall investment strategy, investments are made 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 June 30, 2023, commitments to purchase or fund were approximately $1.5 billion and to sell were approximately $60 million under the terms of these investments.


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4. Fair Value

Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables. Corporate bonds and other includes obligations of the United States of America (“U.S.”) Treasury, government-sponsored enterprises, foreign governments and redeemable preferred stock.


June 30, 2023	Level 1		Level 2		Level 3		Total
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	137	$	22,286	$	971	$	23,394
States, municipalities and political subdivisions			7,767		43		7,810
Asset-backed			6,641		883		7,524
Fixed maturities available-for-sale	137		36,694		1,897		38,728
Fixed maturities trading	198						198
Total fixed maturities	$	335	$	36,694	$	1,897	$	38,926

Equity securities	$	603	$	422	$	26	$	1,051
Short term and other	4,274		42				4,316
Receivables			20				20

Payable to brokers	(54)						(54)

December 31, 2022


Fixed maturity securities:
Corporate bonds and other	$	120	$	21,187	$	810	$	22,117
States, municipalities and political subdivisions			8,274		43		8,317
Asset-backed			6,405		788		7,193
Fixed maturities available-for-sale	120		35,866		1,641		37,627
Fixed maturities trading	1		69				70
Total fixed maturities	$	121	$	35,935	$	1,641	$	37,697

Equity securities	$	669	$	435	$	35	$	1,139
Short term and other	4,539		167				4,706
Receivables			19				19
Payable to brokers	(82)						(82)


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The following tables present reconciliations for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2023 and 2022:


			Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)																Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities Held at June 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at June 30
2023	Balance, April 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, June 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	912			$	(15)	$	68			$	(5)	$	11			$	971			$	(15)
States, municipalities and political
subdivisions	44				(1)												43				(1)
Asset-backed	859		$	4	(7)		87				(17)				$	(43)	883				(7)
Fixed maturities available-for-sale	$	1,815	$	4	$	(23)	$	155	$	—	$	(22)	$	11	$	(43)	$	1,897	$	—	$	(23)



Equity securities	$	29	$	(1)					$	(2)							$	26	$	(1)


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			Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)																Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities Held at June 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at June 30
2022	Balance, April 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, June 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	915	$	(1)	$	(82)	$	51			$	(37)					$	846			$	(81)
States, municipalities and political
subdivisions	51				(5)												46				(5)
Asset-backed	604		8		(52)		92		$	(2)	(23)		$	14			641				(52)
Fixed maturities available-for-sale	$	1,570	$	7	$	(139)	$	143	$	(2)	$	(60)	$	14	$	—	$	1,533	$	—	$	(138)



Equity securities	$	44	$	(3)					$	(3)	$	9					$	47	$	(3)


			Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)																Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities Held at June 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at June 30
2023	Balance, January 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, June 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	810			$	9	$	149			$	(8)	$	11			$	971			$	9
States, municipalities and political
subdivisions	43																43
Asset-backed	788		$	9			142				(26)		23		$	(53)	883				(1)
Fixed maturities available-for-sale	$	1,641	$	9	$	9	$	291	$	—	$	(34)	$	34	$	(53)	$	1,897	$	—	$	8



Equity securities	$	35	$	(7)					$	(2)							$	26	$	(7)


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			Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)																Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities Held at June 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at June 30
2022	Balance, January 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, June 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	937	$	(2)	$	(153)	$	118	$	(5)	$	(59)	$	10			$	846			$	(153)
States, municipalities and political
subdivisions	56				(10)												46				(10)
Asset-backed	556		11		(84)		232		(2)		(40)		19		$	(51)	641				(83)
Fixed maturities available-for-sale	$	1,549	$	9	$	(247)	$	350	$	(7)	$	(99)	$	29	$	(51)	$	1,533	$	—	$	(246)



Equity securities	$	29					$	12	$	(3)	$	9					$	47	$	(1)

Net investment gains and losses are reported in Net income as follows:


Major Category of Assets and Liabilities			Consolidated Condensed Statements of Operations Line Items

Fixed maturity securities available-for-sale			Investment gains (losses)
Fixed maturity securities trading			Net investment income
Equity securities			Investment gains (losses) and Net investment income
Other invested assets			Investment gains (losses) and Net investment income
Derivative financial instruments held in a trading portfolio			Net investment income
Derivative financial instruments, other			Investment gains (losses) and Operating revenues and other


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Significant Unobservable Inputs

The following tables present quantitative information about the significant unobservable inputs utilized in the fair value measurement 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 unobservable inputs from these broker quotes is neither provided nor reasonably available. The weighted average rate is calculated based on fair value.


June 30, 2023	Estimated Fair Value		Valuation Techniques	Unobservable Inputs	Range (Weighted Average)
	(In millions)

Fixed maturity securities	$	1,415	Discounted cash flow	Credit spread	1%	—	7%	(2%)

December 31, 2022

Fixed maturity securities	$	1,177	Discounted cash flow	Credit spread	1%	—	8%	(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, estimated fair value and the level of the fair value hierarchy of the financial assets and liabilities which are not measured at fair value on the Consolidated Condensed Balance Sheets are presented in the following tables. The carrying amounts and estimated fair values of short term debt and long term debt exclude finance lease obligations. The carrying amounts reported on the Consolidated Condensed Balance Sheets for cash and short term investments not carried at fair value and certain other assets and liabilities approximate fair value due to the short term nature of these items.


	Carrying Amount		Estimated Fair Value
June 30, 2023			Level 1	Level 2		Level 3		Total
(In millions)

Assets:
Other invested assets, primarily mortgage loans	$	1,009				$	954	$	954

Liabilities:
Short term debt	960			$	785	169		954
Long term debt	8,090			6,908		659		7,567

December 31, 2022

Assets:
Other invested assets, primarily mortgage loans	$	1,040				$	973	$	973

Liabilities:
Short term debt	853			$	744	111		855
Long term debt	8,160			7,035		586		7,621


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5. Claim and Claim Adjustment Expense Reserves

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. Reserve projections are based primarily on detailed analysis of the facts in each case, 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, economic, medical and social 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. Claim and claim adjustment expense reserves are also maintained for structured settlement obligations. In developing the claim and claim adjustment expense reserve estimates for structured settlement obligations, actuaries review mortality experience on an annual basis. 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 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 the Company’s results of operations and/or equity. The Company reported catastrophe losses, net of reinsurance, of $68 million and $37 million for the three months ended June 30, 2023 and 2022 and $120 million and $57 million for the six months ended June 30, 2023 and 2022 primarily due to severe weather related events.


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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.


Six Months Ended June 30	2023		2022 (a)
(In millions)

Reserves, beginning of year:
Gross	$	22,120	$	21,269
Ceded	5,191		4,969
Net reserves, beginning of year	16,929		16,300



Net incurred claim and claim adjustment expenses:
Provision for insured events of current year	2,746		2,452
Increase (decrease) in provision for insured events of prior years	37		30
Amortization of discount	22		22
Total net incurred (b)	2,805		2,504

Net payments attributable to:
Current year events	(287)		(233)
Prior year events	(2,014)		(1,882)
Total net payments	(2,301)		(2,115)

Foreign currency translation adjustment and other	57		(222)

Net reserves, end of period	17,490		16,467
Ceded reserves, end of period	5,312		5,156
Gross reserves, end of period	$	22,802	$	21,623


(a)			In conjunction with the adoption of ASU 2018-22, at January 1, 2023, long term care reserves for policyholders currently receiving benefits were reclassified from Claim and claim adjustment expenses into Future policy benefits and this change was applied retrospectively as of January 1, 2021. For additional information see Note 1.
(b)			Total net incurred above does not agree to Insurance claims and policyholders’ benefits as reflected on the Consolidated Condensed Statements of Operations due to amounts related to retroactive reinsurance deferred gain accounting and uncollectible reinsurance, 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. These changes can be favorable or unfavorable.

Favorable net prior year loss reserve development of $17 million and $37 million was recorded for CNA’s commercial property and casualty operations (“Property & Casualty Operations”) for the three months ended June 30, 2023 and 2022 and favorable net prior year loss reserve development of $4 million and $49 million was recorded for the six months ended June 30, 2023 and 2022. Unfavorable net prior year loss reserve development of $35 million and $64 million was recorded for CNA’s operations outside of Property & Casualty Operations (“Other Insurance Operations”) for the three and six months ended June 30, 2023 and 2022.


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The following table and discussion present details of the net prior year loss reserve development in Property & Casualty Operations and Other Insurance Operations:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Medical professional liability			$	1	$	9	$	9
Other professional liability and management liability	$	(1)	13		(1)		13
Surety	(7)		(19)		(7)		(28)
Commercial auto	11		21		11		21
General liability	70		41		70		41
Workers’ compensation	(96)		(82)		(98)		(84)
Property and other	6		(12)		12		(21)
Other insurance operations	35		64		35		64
Total pretax (favorable) unfavorable development	$	18	$	27	$	31	$	15

Three and Six Months

2023

Unfavorable development in general liability was due to higher than expected claim severity in CNA’s construction and middle market businesses across multiple accident years.

Favorable development in workers’ compensation was due to favorable medical trends driving lower than expected severity in multiple accident years.

Following the second quarter annual review of legacy mass tort exposures, unfavorable development in other insurance operations was primarily driven by higher than expected frequency and severity in abuse claims in older accident years.

2022

Favorable development in surety was primarily due to lower than expected frequency and lack of systemic activity in recent accident years.

Unfavorable development in commercial auto was due to higher than expected claim severity in CNA’s construction business in multiple accident years.

Unfavorable development in general liability was due to higher than expected claim severity in CNA’s construction, middle market and small businesses across multiple accident years.

Favorable development in workers’ compensation was due to favorable medical trends driving lower than expected severity in multiple accident years.

Unfavorable development in other insurance operations was largely associated with legacy mass tort abuse claims, including the Diocese of Rochester proposed settlement.

Asbestos & Environmental Pollution (“A&EP”) Reserves

In 2010, Continental Casualty Company (“CCC”) together with several insurance subsidiaries completed a transaction with National Indemnity Company (“NICO”), a subsidiary of Berkshire Hathaway Inc., under which substantially all of their legacy A&EP liabilities were ceded to NICO through a loss portfolio transfer (“LPT”). At the effective date of the transaction, approximately $1.6 billion of net A&EP claim and allocated claim adjustment expense reserves were ceded to NICO under a retroactive reinsurance agreement with an aggregate limit of $4.0 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


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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. NICO was paid a reinsurance premium of $2.0 billion and billed third party reinsurance receivables related to A&EP claims with a net book value of $215 million were transferred to NICO, resulting in total consideration of $2.2 billion.

In years subsequent to the effective date of the LPT, adverse prior year development on A&EP reserves was recognized 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 a change in the estimate of A&EP reserves is recognized 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 Consolidated Condensed Statements of Operations.

The impact of the LPT on the Consolidated Condensed Statements of Operations was the recognition of a retroactive reinsurance benefit of $15 million and $11 million for the three months ended June 30, 2023 and 2022 and $23 million for each of the six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022, the cumulative amounts ceded under the LPT were $3.5 billion. The unrecognized deferred retroactive reinsurance benefit was $402 million and $425 million as of June 30, 2023 and December 31, 2022 and is included within Other liabilities on the Consolidated Condensed Balance Sheets.

NICO established a collateral trust account as security for its obligations under the LPT. The fair value of the collateral trust account was $2.4 billion as of June 30, 2023. 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 A&EP claims.

Credit Risk for Ceded Reserves

The majority of CNA’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.

6. Future Policy Benefits Reserves

Future policy benefits reserves are related to CNA’s run-off long term care business, which is included in Other Insurance Operations.

The determination of Future policy benefits reserves requires management to make estimates and assumptions about expected policyholder experience over the remaining life of the policy. Since policies may be in force for several decades, these assumptions are subject to significant estimation risk. As a result of this variability, CNA’s future policy benefits reserves may be subject to material increases if actual experience develops adversely to its expectations.

The LFPB is computed using the net level premium method, which incorporates cash flow assumptions and discount rate assumptions. Under the net level premium method, the LFPB is equal to the present value of future benefits and claim settlement expenses less the present value of future net premiums. Net premiums are equal to gross premiums multiplied by the NPR. The NPR is generally the ratio of the present value of benefits and expense payments to the present value of gross premiums, expected over the lifetime of the policy. As a result of the modified retrospective adoption of ASU 2018-12, the NPR calculation incorporates the original locked in discount rate and the reserve balance as of the transition date of January 1, 2021.

The key cash flow assumptions used to estimate the LFPB are morbidity, persistency (inclusive of mortality), anticipated future premium rate increases and expenses. Morbidity is the frequency and severity of injury, illness, sickness and diseases contracted. Persistency is the percentage of policies remaining in force and can be affected by policy lapses, benefit reductions and death. Future premium rate increases are generally subject to regulatory approval, and therefore the exact timing and size of the approved rate increases are unknown. Expense assumptions relate to claim adjudication. The practical expedient that allows locking in the expense assumption has not been elected. The discount rate is determined using the upper-medium grade fixed income instrument yield curve.


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CNA has elected to update the NPR and the LFPB for actual experience on a quarterly basis. A quarterly assessment is also made as to whether evidence suggests that cash flow assumptions should be updated. Annually in the third quarter, actuarial analysis is performed on policyholder morbidity, persistency, premium rate increases and expense experience. This analysis, combined with judgment, informs the setting of updated cash flow assumptions used to estimate the LFPB. Actuarial analysis includes predictive modeling, actual to expected experience comparisons and trend analysis. Applicable industry research is also considered.

Quarterly, to derive the upper-medium grade fixed income instrument yield discount rate assumption, a published spot rate curve constructed from single-A rated U.S. dollar denominated corporate bonds is used. Linear interpolation is used to determine yield assumptions for tenors that fall between points for which observable rates are available. For cash flows that are projected to occur beyond the tenor for which market-observable rates are available, judgment is applied to estimate a normative rate which is graded to over 10 years.

Quarterly, the updated NPR is used to derive an updated LFPB as of the beginning of the current quarter measured at the original locked in discount rate. The updated LFPB is then compared to the existing carrying amount of the liability as of the same date (measured at the original locked in discount rate) to determine the re-measurement gain (loss), which is presented parenthetically within the Insurance claims and policyholders’ benefits line on the Consolidated Condensed Statements of Operations.

Insurance contracts are grouped into cohorts according to issue year. Contracts assumed through reinsurance are generally included within the same cohorts as contracts issued directly by CNA, according to issue year. The issue year for assumed contracts is defined according to the date that the assumption of insurance risk incepted. For assumed contracts that were reinsured concurrently with the issuance of the underlying direct contract, issue year is defined as the year that the underlying policy was issued. For contracts that were already in-force when assumed, issue year is defined as the year in which the reinsurance agreement incepted. For group long term care business, issue year is defined as the year the individual insurance certificate was issued. Long term care is CNA’s only long-duration product line, therefore, cohorts are not further disaggregated by product.


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The following table summarizes balances and changes in the LFPB.


	2023		2022
(In millions)

Present value of future net premiums
Balance, January 1	$	3,993	$	4,735
Effect of changes in discount rate	(74)		(880)
Balance, January 1, at original locked in discount rate	3,919		3,855
Effect of changes in cash flow assumptions (a)
Effect of actual variances from expected experience (a)	(85)		(37)
Adjusted balance, January 1	3,834		3,818
Interest accrual	103		105
Net premiums: earned during period	(225)		(225)
Balance, end of period at original locked in discount rate	3,712		3,698
Effect of changes in discount rate	78		246
Balance, June 30	$	3,790	$	3,944

Present value of future benefits & expenses
Balance, January 1	$	17,472	$	22,745
Effect of changes in discount rate	(125)		(5,942)
Balance, January 1, at original locked in discount rate	17,347		16,803
Effect of changes in cash flow assumptions (a)
Effect of actual variances from expected experience (a)	(51)		(43)
Adjusted balance, January 1	17,296		16,760
Interest accrual	482		482
Benefit & expense payments	(629)		(470)
Balance, end of period at original locked in discount rate	17,149		16,772
Effect of changes in discount rate	307		1,329
Balance, June 30	$	17,456	$	18,101


Net LFPB	$	13,666	$	14,157


(a)			As of June 30, 2023 and 2022, the re-measurement gain (loss) of $(34) million and $6 million presented parenthetically on the Consolidated Condensed Statement of Operations is comprised of the effect of changes in cash flow assumptions and the effect of actual variances from expected experience.

The following table presents earned premiums and interest expense associated with the long term care business recognized on the Condensed Consolidated Statement of Operations.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Earned premiums	$	113	$	118	$	228	$	238
Interest expense	189		189		379		377


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The following table presents undiscounted expected future benefit and expense payments and undiscounted expected future gross premiums.


	June 30,
	2023		2022
(In millions)

Expected future benefit and expense payments	$	33,287	$	33,429
Expected future gross premiums	5,536		5,848

Discounted expected future gross premiums at the upper-medium grade fixed income instrument yield discount rate were $3.9 billion and $4.2 billion as of June 30, 2023 and 2022.

The weighted average effective duration of the LFPB calculated using the original locked in discount rate was 12 years as of June 30, 2023 and 2022.

The weighted average interest rates in the table below are calculated based on the rate used to discount all future cash flows.


	June 30,				December 31,
	2023		2022		2022


Original locked in discount rate	5.25	%	5.29	%	5.27	%
Upper-medium grade fixed income instrument discount rate	5.10		4.64		5.23

For the three and six months ended June 30, 2023, immediate charges to net income resulting from adverse development that caused the NPR to exceed 100% were $29 million and $42 million. For the three and six months ended June 30, 2022, immediate charges to net income resulting from adverse development that caused the NPR to exceed 100% were less than $1 million.

For the three and six months ended June 30, 2023, the portion of losses recognized in a prior period due to NPR exceeding 100% which, due to favorable development, was reversed through net income were less than $1 million and $11 million. For the six months ended June 30, 2022, the portion of losses recognized in a prior period due to NPR exceeding 100% which, due to favorable development, was reversed through net income was $1 million. There were no such reversals for the three months ended June 30, 2022.


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7. Shareholders’ Equity

Accumulated other comprehensive income (loss)

The tables below present the changes in AOCI by component for the three and six months ended June 30, 2022 and 2023:


	Net Unrealized Gains (Losses) on Investments with an Allowance for Credit Losses		Net Unrealized Gains (Losses) on Other Investments		Cumulative impact of changes in discount rates used to measure long duration contracts		Unrealized Gains (Losses) on Cash Flow Hedges		Pension and Postretirement Benefits		Foreign Currency Translation		Total Accumulated Other Comprehensive Income (Loss)
(In millions)








Balance, April 1, 2022, as reported	$	(6)	$	(513)	$	—	$	12	$	(630)	$	(114)	$	(1,251)
Cumulative effect adjustments from changes in accounting standards (Note 1), after tax of $0, $270, $(497), $0, $0 and $0			1,154		(2,119)								(965)
Balance, April 1, 2022, as adjusted	(6)		641		(2,119)		12		(630)		(114)		(2,216)
Other comprehensive income (loss) before reclassifications, after tax of $(1), $593, $(400), $5, $2, and $0	(1)		(2,240)		1,507		6		(2)		(68)		(798)
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $1, $(3), $0, $2, $(1) and $0	(1)		14						7				20
Other comprehensive income (loss)	(2)		(2,226)		1,507		6		5		(68)		(778)
Amounts attributable to noncontrolling interests	1		229		(156)						7		81
Balance, June 30, 2022	$	(7)	$	(1,356)	$	(768)	$	18	$	(625)	$	(175)	$	(2,913)

Balance, April 1, 2023	$	(14)	$	(1,867)	$	(393)	$	12	$	(614)	$	(186)	$	(3,062)
Other comprehensive income (loss) before reclassifications, after tax of $2, $116, $(68), $0, $0 and $0	(8)		(427)		256		8				35		(136)
Reclassification of (gains) losses from accumulated other comprehensive loss, after tax of $(2), $(4), $0, $0, $(2) and $0	7		14						6				27
Other comprehensive income (loss)	(1)		(413)		256		8		6		35		(109)
Amounts attributable to noncontrolling interests	(1)		42		(26)				(1)		(3)		11
Balance, June 30, 2023	$	(16)	$	(2,238)	$	(163)	$	20	$	(609)	$	(154)	$	(3,160)


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	Net Unrealized Gains (Losses) on Investments with an Allowance for Credit Losses		Net Unrealized Gains (Losses) on Other Investments		Cumulative impact of changes in discount rates used to measure long duration contracts		Unrealized Gains (Losses) on Cash Flow Hedges		Pension and Postretirement Benefits		Foreign Currency Translation		Total Accumulated Other Comprehensive Income (Loss)
(In millions)








Balance, January 1, 2022, as reported	$	(2)	$	930	$	—	$	(6)	$	(636)	$	(100)	$	186
Cumulative effect adjustments from changes in accounting standards (Note 1), after tax of $0, $617, $(1,063), $0, $0 and $0			2,079		(3,585)								(1,506)
Balance, January 1, 2022, as adjusted	(2)		3,009		(3,585)		(6)		(636)		(100)		(1,320)
Other comprehensive income (loss) before reclassifications, after tax of $0, $1,292, $(835), $3, $0 and $0	(5)		(4,884)		3,142		21				(83)		(1,809)
Reclassification of (gains) losses from accumulated other comprehensive loss, after tax of $1, $(4), $0, $1, $(3) and $0	(1)		15				3		12				29
Other comprehensive income (loss)	(6)		(4,869)		3,142		24		12		(83)		(1,780)
Amounts attributable to noncontrolling interests	1		504		(325)				(1)		8		187

Balance, June 30, 2022	$	(7)	$	(1,356)	$	(768)	$	18	$	(625)	$	(175)	$	(2,913)

Balance, January 1, 2023, as reported	$	(7)	$	(2,469)	$	—	$	14	$	(622)	$	(200)	$	(3,284)
Cumulative effect adjustments from changes in accounting standards (Note 1), after tax of $0, $0, $11, $0, $0 and $0					(36)								(36)
Balance, January 1, 2023, as adjusted	(7)		(2,469)		(36)		14		(622)		(200)		(3,320)
Other comprehensive income (loss) before reclassifications, after tax of $4, $(60), $37, $1, $0 and $0	(16)		225		(140)		6				51		126
Reclassification of losses from accumulated other comprehensive loss, after tax of $(2), $(8), $0, $0, $(4) and $0	7		32						15				54
Other comprehensive income (loss)	(9)		257		(140)		6		15		51		180
Amounts attributable to noncontrolling interests	—		(26)		13				(2)		(5)		(20)
Balance, June 30, 2023	$	(16)	$	(2,238)	$	(163)	$	20	$	(609)	$	(154)	$	(3,160)


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Amounts reclassified from AOCI shown above are reported in Net income (loss) as follows:


Major Category of AOCI			Affected Line Item

Net unrealized gains (losses) on investments with an allowance for credit losses and Net unrealized gains (losses) on other investments			Investment gains (losses)
Unrealized gains (losses) on cash flow hedges			Operating revenues and other, Interest expense and Operating expenses and other
Pension and postretirement benefits			Operating expenses and other


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Treasury Stock

Loews Corporation repurchased 10.0 million and 6.3 million shares of its common stock at aggregate costs of $593 million and $384 million during the six months ended June 30, 2023 and 2022. Loews Corporation purchased 0.1 million shares of CNA’s common stock at an aggregate cost of $3 million during the six months ended June 30, 2023.

8. Debt

In June of 2023, Boardwalk Pipelines entered into an amendment to its revolving credit agreement, which extended the maturity date of its revolving credit facility from May 27, 2027 to May 26, 2028, while preserving the two one-year extensions that can be exercised at Boardwalk Pipelines’ election. The available borrowing capacity under the credit agreement will decrease from $1 billion to $912 million after May 27, 2027.

In May of 2023, CNA completed a public offering of $400 million aggregate principal amount of its 5.5% senior notes due June 15, 2033.

In May of 2023, Loews Corporation retired at maturity with available cash the outstanding $500 million aggregate principal amount of its 2.6% senior notes.

9. Revenue from Contracts with Customers

Disaggregation of revenues – Revenue from contracts with customers, other than insurance premiums, is reported as Non-insurance warranty revenue and within Operating revenues and other on the Consolidated Condensed Statements of Operations. The following table presents revenues from contracts with customers disaggregated by revenue type along with the reportable segment and a reconciliation to Operating revenues and other as reported in Note 13:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Non-insurance warranty – CNA Financial	$	407	$	392	$	814	$	774

Transportation and storage of natural gas and NGLs and other services – Boardwalk Pipelines	$	350	$	315	$	736	$	684
Lodging and related services – Loews Hotels & Co	202		190		387		336


Total revenues from contracts with customers	552		505		1,123		1,020
Other revenues	22		29		45		54
Operating revenues and other	$	574	$	534	$	1,168	$	1,074

Receivables from contracts with customers – As of June 30, 2023 and December 31, 2022, receivables from contracts with customers were approximately $145 million and $168 million and are included within Receivables on the Consolidated Condensed Balance Sheets.

Deferred revenue – As of June 30, 2023 and December 31, 2022, deferred revenue resulting from contracts with customers was approximately $4.8 billion and is reported as Deferred non-insurance warranty revenue and within Other liabilities on the Consolidated Condensed Balance Sheets. Approximately $660 million and $723 million of revenues recognized during the six months ended June 30, 2023 and 2022 were included in deferred revenue as of December 31, 2022 and 2021.

Performance obligations – As of June 30, 2023, approximately $13.7 billion of estimated operating revenues is expected to be recognized in the future related to outstanding performance obligations. The balance relates primarily to revenues for transportation and storage services for natural gas and natural gas liquids and hydrocarbons (“NGLs”) at Boardwalk Pipelines and non-insurance warranty revenue at CNA. Approximately $1.6 billion will be recognized during the remaining six months of 2023, $2.4 billion in 2024 and the remainder in following years. The actual timing of recognition may vary due to factors outside of the Company’s control.


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10. Benefit Plans

The Company has several non-contributory defined benefit plans and postretirement benefit plans covering eligible employees and retirees.

The following tables present the components of net periodic (benefit) cost for the defined benefit plans:


	Pension Benefits
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
(In millions)

Service cost					$	1	$	1
Interest cost	$	28	$	18	56		37
Expected return on plan assets	(32)		(40)		(64)		(83)
Amortization of unrecognized net loss	9		8		18		16

Settlements	1		1		1		2
Regulatory asset decrease			1				2
Net periodic (benefit) cost	$	6	$	(12)	$	12	$	(25)


	Other Postretirement Benefits
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
(In millions)


Interest cost			$	1	$	1	$	1
Expected return on plan assets			(1)		(1)		(1)




Net periodic benefit	$	—	$	—	$	—	$	—

11. Legal Proceedings

Boardwalk Pipelines Litigation

On May 25, 2018, plaintiffs Tsemach Mishal and Paul Berger (on behalf of themselves and the purported class, “Plaintiffs”) initiated a purported class action in the Court of Chancery of the State of Delaware (the “Trial Court”) against the following defendants: Boardwalk Pipelines, Boardwalk GP, LP (“General Partner”), Boardwalk GP, LLC and Boardwalk Pipelines Holding Corp. (“BPHC”) (together, “Defendants”), regarding the potential exercise by the General Partner of its right to purchase all of the issued and outstanding common units representing limited partnership interests in Boardwalk Pipelines not already owned by the General Partner or its affiliates.

On June 25, 2018, Plaintiffs and Defendants entered into a Stipulation and Agreement of Compromise and Settlement, subject to the approval of the Trial Court (the “Proposed Settlement”). Under the terms of the Proposed Settlement, the lawsuit would be dismissed, and related claims against the Defendants would be released by the Plaintiffs, if BPHC, the sole member of the General Partner, elected to cause the General Partner to exercise its right to purchase the issued and outstanding common units of Boardwalk Pipelines pursuant to Boardwalk Pipelines’ Third Amended and Restated Agreement of Limited Partnership, as amended (“Limited Partnership Agreement”), within a period specified by the Proposed Settlement. On June 29, 2018, the General Partner elected to exercise its right to purchase all of the issued and outstanding common units representing limited partnership interests in Boardwalk Pipelines not already owned by the General Partner or its affiliates pursuant to the Limited Partnership Agreement within the period specified by the Proposed Settlement. The transaction was completed on July 18, 2018.


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On September 28, 2018, the Trial Court denied approval of the Proposed Settlement. On February 11, 2019, a substitute verified class action complaint was filed in this proceeding, which among other things, added the Parent Company as a Defendant. The Defendants filed a motion to dismiss, which was heard by the Trial Court in July of 2019. In October of 2019, the Trial Court ruled on the motion and granted a partial dismissal, with certain aspects of the case proceeding to trial. A trial was held the week of February 22, 2021 and post-trial oral arguments were held on July 14, 2021.

On November 12, 2021, the Trial Court issued a ruling in the case. The Trial Court held that the General Partner breached the Limited Partnership Agreement and awarded Plaintiffs approximately $690 million, plus pre-judgment interest (approximately $166 million), post-judgment interest and attorneys’ fees.

The Company believed that the Trial Court ruling included factual and legal errors. Therefore, on January 3, 2022, the Defendants appealed the Trial Court’s ruling to the Supreme Court of the State of Delaware (the “Supreme Court”). On January 17, 2022, the Plaintiffs filed a cross-appeal to the Supreme Court contesting the calculation of damages by the Trial Court. Oral arguments were held on September 14, 2022, and on December 19, 2022, the Supreme Court reversed the Trial Court’s ruling and remanded the case to the Trial Court for further proceedings related to claims not decided by the Trial Court’s ruling. Briefing by the parties at the Trial Court on the remanded issues is scheduled to be completed in the fall of 2023.

Other Litigation

The Company is from time to time party to other litigation arising in the ordinary course of business. While it is difficult to predict the outcome or effect of any litigation, management does not believe that the outcome of any pending litigation, including the Boardwalk Pipelines matter described above, will materially affect the Company’s results of operations or equity.

12. Commitments and Contingencies

CNA Guarantees

CNA has provided guarantees, if the primary obligor fails to perform, to holders of structured settlement annuities issued by a previously owned subsidiary. As of June 30, 2023, the potential amount of future payments CNA could be required to pay under these guarantees was approximately $1.5 billion, which will be paid over the lifetime of the annuitants. CNA does not believe any payment is likely under these guarantees, as CNA is the beneficiary of a trust that must be maintained at a level that approximates the discounted reserves for these annuities.

13. Segments

Loews Corporation has four reportable segments comprised of three individual consolidated operating subsidiaries, CNA, Boardwalk Pipelines and Loews Hotels & Co; and the Corporate segment. The Corporate segment is primarily comprised of Loews Corporation, excluding its subsidiaries, and the equity method of accounting for Altium Packaging LLC. Each of the operating subsidiaries is headed by a chief executive officer who is responsible for the operation of its business and has the duties and authority commensurate with that position. For additional disclosures regarding the composition of Loews Corporation’s segments, see Note 19 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The following tables present the reportable segments and their contribution to the Consolidated Condensed Statements of Operations. Amounts presented will not necessarily be the same as those in the individual financial statements of the subsidiaries due to adjustments for purchase accounting, income taxes and noncontrolling interests.


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Statements of Operations by segment are presented in the following tables.


Three Months Ended June 30, 2023	CNA Financial		Boardwalk Pipelines		Loews Hotels & Co		Corporate		Total
(In millions)

Revenues:

Insurance premiums	$	2,347							$	2,347
Net investment income	575		$	5	$	1	$	11	592
Investment gains (losses)	(32)				46				14
Non-insurance warranty revenue	407								407
Operating revenues and other	7		360		207				574
Total	3,304		365		254		11		3,934

Expenses:

Insurance claims and policyholders’ benefits	1,779								1,779
Amortization of deferred acquisition costs	403								403
Non-insurance warranty expense	384								384
Operating expenses and other	346		250		194		18		808
Equity method (income) loss					(41)		2		(39)
Interest	31		39				21		91
Total	2,943		289		153		41		3,426
Income (loss) before income tax	361		76		101		(30)		508
Income tax (expense) benefit	(78)		(19)		(27)		4		(120)
Net income (loss)	283		57		74		(26)		388
Amounts attributable to noncontrolling interests	(28)								(28)
Net income (loss) attributable to Loews Corporation	$	255	$	57	$	74	$	(26)	$	360


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Three Months Ended June 30, 2022	CNA Financial (a)		Boardwalk Pipelines		Loews Hotels & Co		Corporate		Total (a)
(In millions)

Revenues:

Insurance premiums	$	2,155							$	2,155
Net investment income (loss)	432				$	(1)	$	(65)	366
Investment losses	(59)								(59)
Non-insurance warranty revenue	392								392
Operating revenues and other	6		$	325	201		2		534
Total	2,926		325		200		(63)		3,388

Expenses:

Insurance claims and policyholders’ benefits	1,601								1,601
Amortization of deferred acquisition costs	374								374
Non-insurance warranty expense	367								367
Operating expenses and other	329		231		185		21		766
Equity method (income) loss					(53)		2		(51)
Interest	28		42		4		22		96
Total	2,699		273		136		45		3,153
Income (loss) before income tax	227		52		64		(108)		235
Income tax (expense) benefit	(37)		(13)		(20)		22		(48)
Net income (loss)	190		39		44		(86)		187
Amounts attributable to noncontrolling interests	(20)								(20)
Net income (loss) attributable to Loews Corporation	$	170	$	39	$	44	$	(86)	$	167


(a)			As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts in the financial statements have been adjusted to reflect application of the new standard. For additional information see Note 1.


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Six Months Ended June 30, 2023	CNA Financial		Boardwalk Pipelines		Loews Hotels & Co		Corporate		Total
(In millions)

Revenues:

Insurance premiums	$	4,595							$	4,595
Net investment income	1,100		$	6	$	2	$	53	1,161
Investment gains (losses)	(67)				46				(21)
Non-insurance warranty revenue	814								814
Operating revenues and other	14		756		398				1,168
Total	6,456		762		446		53		7,717

Expenses:

Insurance claims and policyholders’ benefits	3,432								3,432
Amortization of deferred acquisition costs	782								782
Non-insurance warranty expense	768								768
Operating expenses and other	683		492		377		37		1,589
Equity method (income) loss					(72)		5		(67)
Interest	59		78		6		43		186
Total	5,724		570		311		85		6,690
Income (loss) before income tax	732		192		135		(32)		1,027
Income tax (expense) benefit	(152)		(49)		(37)		3		(235)
Net income (loss)	580		143		98		(29)		792
Amounts attributable to noncontrolling interests	(57)								(57)
Net income (loss) attributable to Loews Corporation	$	523	$	143	$	98	$	(29)	$	735


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Six Months Ended June 30, 2022	CNA Financial (a)		Boardwalk Pipelines		Loews Hotels & Co		Corporate		Total (a)
(In millions)

Revenues:

Insurance premiums	$	4,214							$	4,214
Net investment income (loss)	880				$	(1)	$	(81)	798
Investment losses	(70)								(70)
Non-insurance warranty revenue	774								774
Operating revenues and other	13		$	706	353		2		1,074
Total	5,811		706		352		(79)		6,790

Expenses:

Insurance claims and policyholders’ benefits	3,079								3,079
Amortization of deferred acquisition costs	718								718
Non-insurance warranty expense	721								721
Operating expenses and other	655		448		337		42		1,482
Equity method (income) loss					(79)		3		(76)
Interest	56		84		8		44		192
Total	5,229		532		266		89		6,116
Income (loss) before income tax	582		174		86		(168)		674
Income tax (expense) benefit	(97)		(44)		(27)		33		(135)
Net income (loss)	485		130		59		(135)		539
Amounts attributable to noncontrolling interests	(50)								(50)
Net income (loss) attributable to Loews Corporation	$	435	$	130	$	59	$	(135)	$	489


(a)			As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts in the financial statements have been adjusted to reflect application of the new standard. For additional information see Note 1.


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with our Consolidated Condensed Financial Statements included under Item 1 of this Report and the Consolidated Financial Statements, Risk Factors, and MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2022. This MD&A is comprised of the following sections:


			Page No.

Overview			44
Results of Operations			45
Consolidated Financial Results			45
CNA Financial			46
Boardwalk Pipelines			53
Loews Hotels & Co			55
Corporate			57
Liquidity and Capital Resources			57
Parent Company			57
Subsidiaries			58
Investments			59
Critical Accounting Estimates			65
Accounting Standards Update			66
Forward-Looking Statements			66

OVERVIEW

Loews Corporation is a holding company and has four reportable segments comprised of three individual consolidated operating subsidiaries, CNA Financial Corporation (“CNA”), Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”) and Loews Hotels Holding Corporation (“Loews Hotels & Co”); and the Corporate segment. The Corporate segment is primarily comprised of Loews Corporation, excluding its operating subsidiaries, and the equity method of accounting for Altium Packaging LLC (“Altium Packaging”).

Unless the context otherwise requires, as used herein, the term “Company” means Loews Corporation including its consolidated subsidiaries, the terms “Parent Company,” “we,” “our,” “us” or like terms mean Loews Corporation excluding its subsidiaries, the term “Net income (loss) attributable to Loews Corporation” means Net income (loss) attributable to Loews Corporation shareholders and the term “subsidiaries” means Loews Corporation’s consolidated subsidiaries.

We rely upon our invested cash balances and distributions from our subsidiaries to generate the funds necessary to meet our obligations and to declare and pay any dividends to our shareholders. The ability of our subsidiaries to pay dividends is subject to, among other things, the availability of sufficient earnings and funds in such subsidiaries, applicable state laws, including in the case of the insurance subsidiaries of CNA, laws and rules governing the payment of dividends by regulated insurance companies (see Note 14 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022) and compliance with covenants in their respective loan agreements. Claims of creditors of our subsidiaries will generally have priority as to the assets of such subsidiaries over our claims and those of our creditors and shareholders. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees.


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RESULTS OF OPERATIONS

Consolidated Financial Results

The following table summarizes net income (loss) attributable to Loews Corporation by segment and the basic and diluted net income per share attributable to Loews Corporation for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions, except per share data)

CNA Financial (a)	$	255	$	170	$	523	$	435
Boardwalk Pipelines	57		39		143		130
Loews Hotels & Co	74		44		98		59
Corporate	(26)		(86)		(29)		(135)

Net income attributable to Loews Corporation	$	360	$	167	$	735	$	489

Basic and diluted net income per share	$	1.58	$	0.68	$	3.19	$	1.98


(a)			As of January 1, 2023, Accounting Standards Update (“ASU”) 2018-12, “Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts,” (“ASU 2018-12”) was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance. For additional information see Notes 1 and 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Net income attributable to Loews Corporation for the three months ended June 30, 2023 was $360 million, or $1.58 per share, compared to $167 million, or $0.68 per share in the comparable 2022 period. Net income attributable to Loews Corporation for the six months ended June 30, 2023 was $735 million, or $3.19 per share, compared to $489 million, or $1.98 per share in the comparable 2022 period.

The increase in net income attributable to Loews Corporation in the second quarter of 2023 as compared to the comparable 2022 period was driven by higher income from consolidated subsidiaries and higher net investment income at the Parent Company. CNA’s results improved due to higher net investment income and improved underlying underwriting income, partially offset by higher catastrophe losses and lower favorable property & casualty net prior year loss reserve development. Boardwalk Pipelines produced higher revenues, partially offset by an increase in maintenance costs. Loews Hotels & Co results include a gain related to the acquisition of an additional equity interest and consolidation of a previously unconsolidated joint venture property.

The drivers of the increase in net income for the six months ended June 30, 2023 as compared to the comparable 2022 period are consistent with the three-month discussion above.


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CNA Financial

The following table summarizes the results of operations for CNA for the three and six months ended June 30, 2023 and 2022 as presented in Note 13 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report. For further discussion of Net investment income and Investment gains (losses), see the Investments section of this MD&A.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022 (a)		2023		2022 (a)

(In millions)

Revenues:
Insurance premiums	$	2,347	$	2,155	$	4,595	$	4,214
Net investment income	575		432		1,100		880
Investment losses	(32)		(59)		(67)		(70)
Non-insurance warranty revenue	407		392		814		774
Other revenues	7		6		14		13
Total	3,304		2,926		6,456		5,811
Expenses:
Insurance claims and policyholders’ benefits	1,779		1,601		3,432		3,079
Amortization of deferred acquisition costs	403		374		782		718
Non-insurance warranty expense	384		367		768		721
Other operating expenses	346		329		683		655
Interest	31		28		59		56
Total	2,943		2,699		5,724		5,229
Income before income tax	361		227		732		582
Income tax expense	(78)		(37)		(152)		(97)
Net income	283		190		580		485
Amounts attributable to noncontrolling interests	(28)		(20)		(57)		(50)
Net income attributable to Loews Corporation	$	255	$	170	$	523	$	435


(a)			As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance. For additional information see Notes 1 and 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Three Months Ended June 30, 2023 Compared to the Comparable 2022 Period

Net income attributable to Loews Corporation increased $85 million for the three months ended June 30, 2023 as compared with the comparable 2022 period primarily due to higher net investment income from limited partnership and common stock returns and fixed income securities, lower investment losses driven by the favorable relative change in fair value of non-redeemable preferred stock, improved underlying underwriting income and lower unfavorable net prior year loss reserve development. These increases to net income were offset by higher catastrophe losses for the three months ended June 30, 2023 as compared with the comparable 2022 period. Catastrophe losses were $68 million ($48 million after tax and noncontrolling interests) for the three months ended June 30, 2023 as compared with $37 million ($26 million after tax and noncontrolling interests) in the comparable 2022 period.

Six Months Ended June 30, 2023 Compared to the Comparable 2022 Period

Net income attributable to Loews Corporation increased $88 million for the six months ended June 30, 2023 as compared with the comparable 2022 period primarily due to higher net investment income from limited partnership and common


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stock returns and fixed income securities and improved underlying underwriting income. These increases to net income were partially offset by higher catastrophe losses and increased unfavorable net prior year loss reserve development for the six months ended June 30, 2023 as compared with the comparable 2022 period. Catastrophe losses were $120 million ($85 million after tax and noncontrolling interests) for the six months ended June 30, 2023 as compared with $57 million ($40 million after tax and noncontrolling interests) in the comparable 2022 period.

Results for the three and six months ended June 30, 2023 were impacted by unfavorable net pension costs related to CNA’s legacy United States of America (“U.S.”) pension plan, primarily due to higher interest cost on projected benefit obligations as a result of an increase in discount rates year over year, as well as a lower expected return on plan assets as a result of a lower plan asset base given actual asset returns in 2022. A portion of this additional cost has resulted in an unfavorable impact on the expense ratio for the three and six months ended June 30, 2023.

CNA’s Property & Casualty and Other Insurance Operations

CNA’s commercial property and casualty insurance operations (“Property & Casualty Operations”) include its Specialty, Commercial and International lines of business. CNA’s Other Insurance Operations outside of Property & Casualty Operations include its long term care business that is in run-off, certain corporate expenses, including interest on CNA’s corporate debt, and the results of certain property and casualty businesses in run-off, including CNA Re, asbestos and environmental pollution (“A&EP”), a legacy portfolio of excess workers’ compensation (“EWC”) policies and certain legacy mass tort reserves. We believe the presentation of CNA as one reportable segment is appropriate in accordance with applicable accounting standards on segment reporting. However, for purposes of this discussion and analysis of the results of operations, we provide greater detail with respect to CNA’s Property & Casualty Operations and Other Insurance Operations to enhance the reader’s understanding and to provide further transparency into key drivers of CNA’s financial results.

In assessing its insurance operations, CNA utilizes the core income (loss) financial measure. Core income (loss) is calculated by excluding investment gains or losses from net income (loss). In addition, core income (loss) excludes the effects of noncontrolling interests. The calculation of core income (loss) excludes investment gains or losses because investment gains or losses are generally driven by economic factors that are not necessarily reflective of CNA’s primary insurance operations. Core income (loss) is deemed to be a non-GAAP financial measure and management believes some investors may find this measure useful to evaluate CNA’s insurance operations. Please see the non-GAAP reconciliation of net income (loss) to core income (loss) that follows in this MD&A.

Property & Casualty Operations

In evaluating the results of Property & Casualty Operations, CNA utilizes the loss ratio, the underlying loss ratio, the expense ratio, the dividend ratio, the combined ratio and the underlying combined ratio. 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 underlying loss ratio excludes the impact of catastrophe losses and development-related items from the loss ratio. Development-related items represent net prior year loss reserve and premium development, and includes the effects of interest accretion and change in allowance for uncollectible reinsurance and deductible amounts. 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 underlying combined ratio is the sum of the underlying loss ratio, the expense ratio and the dividend ratio. In addition, renewal premium change, rate, retention and new business are also utilized 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. The change in exposure represents the change in premium dollars on policies that renew as a result of the change in risk of the policy. Retention represents the percentage of premium dollars renewed, excluding rate and exposure changes, in comparison to the expiring premium dollars from policies available to renew. 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. CNA uses underwriting gain (loss), calculated using GAAP financial results, to monitor insurance operations. Underwriting gain (loss) is pretax and is calculated as net earned premiums less total insurance expenses, which includes insurance claims and policyholders’ benefits, amortization of deferred acquisition costs and other insurance related expenses. Underlying underwriting gain (loss) represents underwriting results excluding catastrophe losses and development-related items.


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The following tables summarize the results of CNA’s Property & Casualty Operations for the three and six months ended June 30, 2023 and 2022.


Three Months Ended June 30, 2023	Specialty			Commercial			International			Total
(In millions, except %)

Gross written premiums	$	1,769		$	1,719		$	421		$	3,909
Gross written premiums excluding third-party captives	961			1,604			421			2,986
Net written premiums	825			1,329			359			2,513
Net earned premiums	812			1,120			302			2,234
Underwriting gain	74			42			22			138
Net investment income	142			165			25			332
Core income	177			159			38			374

Other performance metrics:
Loss ratio excluding catastrophes and development	58.6		%	61.5		%	57.9		%	59.9		%
Effect of catastrophe impacts				5.2			3.1			3.1
Effect of development-related items	(0.3)			(0.5)						(0.4)
Loss ratio	58.3		%	66.2		%	61.0		%	62.6		%
Expense ratio	32.4			29.6			31.2			30.9
Dividend ratio	0.2			0.5						0.3
Combined ratio	90.9		%	96.3		%	92.2		%	93.8		%
Combined ratio excluding catastrophes and development	91.2		%	91.6		%	89.1		%	91.1		%

Rate	(1)%			8		%	4		%	5		%
Renewal premium change				11			7			7
Retention	89			85			83			86
New business	$	120		$	343		$	92		$	555


Three Months Ended June 30, 2022

Gross written premiums	$	1,904		$	1,429		$	382		$	3,715
Gross written premiums excluding third-party captives	973			1,321			382			2,676
Net written premiums	832			1,134			330			2,296
Net earned premiums	794			974			269			2,037
Underwriting gain	93			69			23			185
Net investment income	100			113			14			227
Core income	161			138			18			317

Other performance metrics:
Loss ratio excluding catastrophes and development	58.6		%	61.5		%	58.5		%	60.0		%
Effect of catastrophe impacts	0.1			3.0			2.8			1.8
Effect of development-related items	(1.2)			(1.8)			(1.8)			(1.6)
Loss ratio	57.5		%	62.7		%	59.5		%	60.2		%
Expense ratio	30.4			30.0			32.1			30.5
Dividend ratio	0.2			0.5						0.3
Combined ratio	88.1		%	93.2		%	91.6		%	91.0		%
Combined ratio excluding catastrophes and development	89.2		%	92.0		%	90.6		%	90.8		%

Rate	7		%	5		%	6		%	6		%
Renewal premium change	9			7			10			8
Retention	85			87			84			86
New business	$	132		$	280		$	88		$	500


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Six Months Ended June 30, 2023	Specialty			Commercial			International			Total
(In millions, except %)

Gross written premiums	$	3,549		$	3,161		$	819		$	7,529
Gross written premiums excluding third-party captives	1,847			3,044			819			5,710
Net written premiums	1,613			2,517			630			4,760
Net earned premiums	1,609			2,166			592			4,367
Underwriting gain	154			83			31			268
Net investment income	271			314			48			633
Core income	348			310			62			720

Other performance metrics:
Loss ratio excluding catastrophes and development	58.5		%	61.5		%	57.7		%	59.9		%
Effect of catastrophe impacts				4.7			2.9			2.7
Effect of development-related items	(0.2)			(0.3)			2.5			0.2
Loss ratio	58.3		%	65.9		%	63.1		%	62.8		%
Expense ratio	31.9			29.8			31.5			30.8
Dividend ratio	0.2			0.5						0.3
Combined ratio	90.4		%	96.2		%	94.6		%	93.9		%
Combined ratio excluding catastrophes and development	90.6		%	91.8		%	89.2		%	91.0		%

Rate				8		%	4		%	5		%
Renewal premium change	2		%	10			7			7
Retention	89			85			83			86
New business	$	228		$	653		$	177		$	1,058


Six Months Ended June 30, 2022

Gross written premiums	$	3,750		$	2,637		$	745		$	7,132
Gross written premiums excluding third-party captives	1,858			2,527			745			5,130
Net written premiums	1,603			2,135			581			4,319
Net earned premiums	1,566			1,878			533			3,977
Underwriting gain	181			117			43			341
Net investment income	203			231			28			462
Core income	324			270			44			638

Other performance metrics:
Loss ratio excluding catastrophes and development	58.7		%	61.5		%	58.6		%	60.0		%
Effect of catastrophe impacts	0.1			2.4			2.0			1.4
Effect of development-related items	(1.3)			(0.9)			(1.0)			(1.0)
Loss ratio	57.5		%	63.0		%	59.6		%	60.4		%
Expense ratio	30.7			30.3			32.4			30.7
Dividend ratio	0.2			0.5						0.3
Combined ratio	88.4		%	93.8		%	92.0		%	91.4		%
Combined ratio excluding catastrophes and development	89.6		%	92.3		%	91.0		%	91.0		%

Rate	8		%	5		%	8		%	6		%
Renewal premium change	9			8			10			9
Retention	85			86			79			84
New business	$	277		$	508		$	166		$	951


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Three Months Ended June 30, 2023 Compared to the Comparable 2022 Period

Gross written premiums, excluding third-party captives, for Specialty decreased $12 million for the three months ended June 30, 2023 as compared with the comparable 2022 period driven by lower new business and rate. Net written premiums for Specialty decreased $7 million for the three months ended June 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the three months ended June 30, 2023 was consistent with the trend in net written premiums in recent quarters for Specialty.

Gross written premiums for Commercial increased $290 million for the three months ended June 30, 2023 as compared with the comparable 2022 period driven by favorable renewal premium change and higher new business. Net written premiums for Commercial increased $195 million for the three months ended June 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the three months ended June 30, 2023 was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International increased $39 million, or $44 million excluding the effect of foreign currency exchange rates, for the three months ended June 30, 2023 as compared with the comparable 2022 period driven by favorable renewal premium change. Net written premiums for International increased $29 million, or $31 million excluding the effect of foreign currency exchange rates, for the three months ended June 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the three months ended June 30, 2023 was consistent with the trend in net written premiums for International.

Core income for Property & Casualty Operations increased $57 million for the three months ended June 30, 2023 as compared with the comparable 2022 period primarily due to higher net investment income and improved underlying underwriting results, partially offset by higher catastrophe losses and lower favorable net prior year loss reserve development.

Total catastrophe losses for Property & Casualty Operations were $68 million for the three months ended June 30, 2023 as compared with $37 million for the comparable 2022 period. For the three months ended June 30, 2023 and 2022, Specialty had no catastrophe losses and catastrophe losses of $1 million, Commercial had catastrophe losses of $59 million and $29 million and International had catastrophe losses of $9 million and $7 million.

Favorable net prior year loss reserve development for Property & Casualty Operations of $17 million and $37 million was recorded for the three months ended June 30, 2023 and 2022. For the three months ended June 30, 2023 and 2022, Specialty recorded favorable net prior year loss reserve development of $4 million and $10 million, Commercial recorded favorable net prior year loss reserve development of $13 million and $22 million and International recorded no net prior year loss reserve development and favorable net prior year loss reserve development of $5 million. Further information on net prior year loss reserve development is included in Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Specialty’s combined ratio increased 2.8 points for the three months ended June 30, 2023 as compared with the comparable 2022 period due to a 2.0 point increase in the expense ratio and a 0.8 point increase in the loss ratio. The increase in the expense ratio was primarily driven by higher employee related and acquisition costs. The increase in the loss ratio was primarily driven by lower favorable net prior year loss reserve development.

Commercial’s combined ratio increased 3.1 points for the three months ended June 30, 2023 as compared with the comparable 2022 period due to a 3.5 point increase in the loss ratio, partially offset by a 0.4 point improvement in the expense ratio. The increase in the loss ratio was driven by higher catastrophe losses, which were 5.2 points of the loss ratio for the three months ended June 30, 2023, as compared with 3.0 points of the loss ratio in the comparable 2022 period, and lower favorable net prior year loss reserve development. The improvement in the expense ratio was driven by higher net earned premiums, partially offset by higher employee related costs.

International’s combined ratio increased 0.6 points for the three months ended June 30, 2023 as compared with the comparable 2022 period due to a 1.5 point increase in the loss ratio, partially offset by a 0.9 point improvement in the expense ratio. The increase in the loss ratio was driven by no net prior period loss reserve development recorded for the three months ended June 30, 2023 as compared with $5 million of favorable net prior year loss reserve in the comparable 2022 period. Catastrophe losses were 3.1 points of the loss ratio for the three months ended June 30, 2023, as compared with 2.8 points of the loss ratio in the comparable 2022 period. The improvement in the expense ratio was primarily driven by higher net earned premiums and lower acquisition costs partially offset by higher employee related costs.


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Six Months Ended June 30, 2023 Compared to the Comparable 2022 Period

Gross written premiums, excluding third-party captives, for Specialty decreased $11 million for the six months ended June 30, 2023 as compared with the comparable 2022 period driven by lower new business and rate. Net written premiums for Specialty increased $10 million for the six months ended June 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the six months ended June 30, 2023 was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $524 million for the six months ended June 30, 2023 as compared with the comparable 2022 period driven by favorable renewal premium change and higher new business. Net written premiums for Commercial increased $382 million for the six months ended June 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the six months ended June 30, 2023 was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International increased $74 million for the six months ended June 30, 2023 as compared with the comparable 2022 period. Excluding the effect of foreign currency exchange rates, gross written premiums increased $99 million driven by favorable renewal premium change. Net written premiums for International increased $49 million for the six months ended June 30, 2023 as compared with the comparable 2022 period. Excluding the effect of foreign currency exchange rates, net written premiums increased $66 million for the six months ended June 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the six months ended June 30, 2023 was consistent with the trend in net written premiums for International.

Core income for Property & Casualty Operations increased $82 million for the six months ended June 30, 2023 as compared with the comparable 2022 period primarily due to higher net investment income and improved underlying underwriting results, partially offset by higher catastrophe losses and lower favorable net prior year loss reserve development.

Total catastrophe losses for Property & Casualty Operations were $120 million for the six months ended June 30, 2023 as compared with $57 million for the comparable 2022 period. For the six months ended June 30, 2023 and 2022, Specialty had no catastrophe losses and catastrophe losses of $1 million, Commercial had catastrophe losses of $103 million and $45 million and International had catastrophe losses of $17 million and $11 million.

Favorable net prior year loss reserve development for Property & Casualty Operations of $4 million and $49 million was recorded for the six months ended June 30, 2023 and 2022. For the six months ended June 30, 2023 and 2022, Specialty recorded favorable net prior year loss reserve development of $4 million and $20 million, Commercial recorded favorable net prior year loss reserve development of $15 million and $24 million and International recorded unfavorable net prior year loss reserve development of $15 million and favorable net prior year loss reserve development of $5 million. Further information on net prior year loss reserve development is included in Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Specialty’s combined ratio increased 2.0 points for the six months ended June 30, 2023 as compared with the comparable 2022 period due to a 1.2 point increase in the expense ratio and a 0.8 point increase in the loss ratio. The increase in the expense ratio was primarily driven by higher employee related costs. The increase in the loss ratio was primarily driven by lower favorable net prior year loss reserve development.

Commercial’s combined ratio increased 2.4 points for the six months ended June 30, 2023 as compared with the comparable 2022 period due to a 2.9 point increase in the loss ratio, partially offset by a 0.5 point improvement in the expense ratio. The increase in the loss ratio was driven by higher catastrophe losses, which were 4.7 points of the loss ratio for the six months ended June 30, 2023, as compared with 2.4 points of the loss ratio in the comparable 2022 period, and lower favorable net prior year loss reserve development. The improvement in the expense ratio was driven by higher net earned premiums, partially offset by higher employee related costs.

International’s combined ratio increased 2.6 points for the six months ended June 30, 2023 as compared with the comparable 2022 period due to a 3.5 point increase in the loss ratio, partially offset by a 0.9 point improvement in the expense ratio. The increase in the loss ratio was driven by unfavorable net prior period loss reserve development and higher catastrophe losses. Catastrophe losses were 2.9 points of the loss ratio for the six months ended June 30, 2023, as compared with 2.0 points of the loss ratio in the comparable 2022 period. The improvement in the expense ratio was driven by higher net earned premiums.


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Other Insurance Operations

The following table summarizes the results of CNA’s Other Insurance Operations for the three and six months ended June 30, 2023 and 2022.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Net earned premiums	$	113	$	118	$	228	$	238
Net investment income	243		205		467		418
Core loss (a)	(66)		(87)		(87)		(110)


(a)			As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance. Core loss for Other Insurance Operations for the three and six months ended June 30, 2022 was adjusted by $(15) million and $(33) million as a result of adopting the standard. For additional information see Notes 1 and 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Three Months Ended June 30, 2023 Compared to the Comparable 2022 Period

Core results for Other Insurance Operations improved $21 million for the three months ended June 30, 2023 as compared with the comparable 2022 period primarily driven by lower net prior year loss reserve development and higher net investment income, partially offset by long term care policy buyouts. Policy buyouts generally result in an unfavorable impact on core loss, as the cash payments are linked to higher statutory reserve levels. Core loss for the three months ended June 30, 2023 includes a $28 million charge related to unfavorable net prior year loss reserve development largely associated with legacy mass tort claims as compared with a $51 million charge related to unfavorable net prior year loss reserve development for the comparable 2022 period. Further information on net prior year loss reserve development is included in Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Six Months Ended June 30, 2023 Compared to the Comparable 2022 Period

Core results for Other Insurance Operations improved $23 million for the six months ended June 30, 2023 as compared with the comparable 2022 period primarily driven by lower net prior year loss reserve development associated with legacy mass tort claims and higher net investment income, partially offset by long term care policy buyouts. Excluding the impacts of long term care policy buyouts, underwriting results are generally in line with expectations. CNA expects to continue offering policy buyouts for the remainder of 2023 and into future years. Further information on net prior year loss reserve development is included in Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.


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Non-GAAP Reconciliation of Net Income Attributable to Loews Corporation to Core Income

The following table reconciles net income attributable to Loews Corporation to core income for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Net income attributable to Loews Corporation (a)	$	255	$	170	$	523	$	435
Investment losses	25		40		53		43
Consolidating adjustments including noncontrolling interests (a)	28		20		57		50
Total core income	$	308	$	230	$	633	$	528

Core income (loss):
Property & Casualty Operations	$	374	$	317	$	720	$	638
Other Insurance Operations (a)	(66)		(87)		(87)		(110)
Total core income	$	308	$	230	$	633	$	528


(a)			As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance. Core loss for Other Insurance Operations for the three and six months ended June 30, 2022 was adjusted by $(15) million and $(33) million as a result of adopting the standard. For additional information see Notes 1 and 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Boardwalk Pipelines

A significant portion of Boardwalk Pipelines’ revenues is fee-based, being derived from capacity reservation charges under firm agreements with customers, which do not vary significantly period to period, but are impacted by longer term trends in its business such as changes in pricing on contract renewals and other factors. Boardwalk Pipelines’ operating costs and expenses do not vary significantly based upon the amount of products transported, with the exception of costs recorded in fuel and transportation expense, which are netted with fuel retained on our Consolidated Condensed Statements of Operations. For further information on Boardwalk Pipelines’ revenue recognition policies see Note 1 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022. Boardwalk Pipelines’ operations and maintenance expenses are impacted by its compliance with the requirements of, among other regulations, the Pipeline and Hazardous Materials Safety Administration Mega Rule (“Mega Rule”) and Boardwalk Pipelines’ efforts to monitor, control and reduce emissions, as further discussed in Results of Operations of our MD&A included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.

The following table summarizes the results of operations for Boardwalk Pipelines for the three and six months ended June 30, 2023 and 2022, as presented in Note 13 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report. Boardwalk Pipelines also utilizes a non-GAAP measure, earnings before interest, income tax expense, depreciation and amortization (“EBITDA”) as a financial measure to assess its operating and financial performance and return on invested capital. Management believes some investors may find this measure useful in evaluating Boardwalk Pipelines’ performance.


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	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Revenues:
Operating revenues and other	$	361	$	325	$	756	$	706
Interest income	4				6
Total	365		325		762		706
Expenses:
Operating and other:
Operating costs and expenses	148		132		289		254
Depreciation and amortization	102		99		203		194
Interest	39		42		78		84
Total	289		273		570		532
Income before income tax	76		52		192		174
Income tax expense	(19)		(13)		(49)		(44)
Net income attributable to Loews Corporation	$	57	$	39	$	143	$	130

EBITDA	$	213	$	193	$	467	$	452

Three Months Ended June 30, 2023 Compared to the Comparable 2022 Period

Net income attributable to Loews Corporation and EBITDA increased $18 million and $20 million for the three months ended June 30, 2023 as compared with the comparable 2022 period.

Total revenues increased $40 million for the three months ended June 30, 2023 as compared with the comparable 2022 period, due to higher operating revenues. Including fuel and transportation expenses, operating revenues increased $39 million, primarily driven by an increase in transportation revenues of $27 million due to re-contracting at higher rates, higher utilization-based revenues and recently completed growth projects as well as a $10 million increase in storage and parking and lending revenues due to favorable market conditions.

Operating costs and expenses increased $16 million for the three months ended June 30, 2023 as compared with the comparable 2022 period. Excluding expenses offset with operating revenues, operating costs and expenses increased $19 million, primarily due to increased costs from maintenance projects associated with the requirements of the Mega Rule and higher employee-related and outside services costs.

Depreciation and amortization expenses increased $3 million for the three months ended June 30, 2023 as compared with the comparable 2022 period due to a change in the estimated life of certain assets.

Interest expenses decreased $3 million for the three months ended June 30, 2023 as compared with the comparable 2022 period, primarily due to lower average outstanding long-term debt.

Six Months Ended June 30, 2023 Compared to the Comparable 2022 Period

Net income attributable to Loews Corporation and EBITDA increased $13 million and $15 million for the six months ended June 30, 2023 as compared with the comparable 2022 period.

Total revenues increased $56 million for the six months ended June 30, 2023 as compared with the comparable 2022 period. This increase was primarily due to operating revenues, which increased $50 million, primarily driven by an increase in transportation revenues of $47 million due to re-contracting at higher rates and recently completed growth projects, as well as a $13 million increase in storage and parking and lending revenues due to favorable market conditions, partially offset by lower product sales of $8 million. In addition, interest income increased $6 million for the six months ended June 30, 2023 as compared with the comparable 2022 period.


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Operating costs and expenses increased $35 million for the six months ended June 30, 2023 as compared with the comparable 2022 period, primarily due to higher costs from increased maintenance projects associated with the requirements of the Mega Rule and higher employee-related, materials and supplies and outside services costs.

Depreciation and amortization expenses increased $9 million for the six months ended June 30, 2023 as compared with the comparable 2022 period due to an increased asset base from recently completed growth projects and a change in the estimated life of certain assets.

Interest expenses decreased $6 million for the six months ended June 30, 2023 as compared with the comparable 2022 period, primarily due to lower average outstanding long-term debt.

Non-GAAP Reconciliation of Net Income Attributable to Loews Corporation to EBITDA

The following table reconciles net income attributable to Loews Corporation to EBITDA for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)


Net income attributable to Loews Corporation	$	57	$	39	$	143	$	130
Interest	35		42		72		84
Income tax expense	19		13		49		44
Depreciation and amortization	102		99		203		194
EBITDA	$	213	$	193	$	467	$	452

Loews Hotels & Co

The following table summarizes the results of operations for Loews Hotels & Co for the three and six months ended June 30, 2023 and 2022, as presented in Note 13 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.


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	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Revenues:
Operating revenue	$	182	$	168	$	337	$	291
Gain on acquisition of a joint venture	46				46

Revenues related to reimbursable expenses	26		32		63		61
Total	254		200		446		352
Expenses:
Operating and other:
Operating	142		123		272		231
Asset impairments	9		14		9		14
Reimbursable expenses	26		32		63		61
Depreciation and amortization expense	17		16		33		31
Equity income from joint ventures	(41)		(53)		(72)		(79)
Interest			4		6		8
Total	153		136		311		266
Income before income tax	101		64		135		86
Income tax expense	(27)		(20)		(37)		(27)
Net income attributable to Loews Corporation	$	74	$	44	$	98	$	59

Net income attributable to Loews Corporation increased by $30 million and $39 million for the three and six months ended June 30, 2023 as compared with the comparable 2022 periods primarily due to the reasons discussed below.

Operating revenues improved by $14 million and $46 million and operating expenses increased by $19 million and $41 million for the three and six months ended June 30, 2023 as compared with the comparable 2022 periods. The increase in operating revenues was driven by slightly higher occupancy levels at many owned hotels in 2023 as compared with the comparable 2022 periods along with consolidating the results of a property in the three months ended June 30, 2023 that was previously accounted for under the equity method. Occupancy levels in the first quarter of 2022 were negatively impacted by COVID variants and experienced improvement in the first quarter of 2023. The increase in operating expenses was largely due to increased staffing costs.

During the second quarter of 2023, Loews Hotels & Co recorded a gain of $46 million ($36 million after tax) related to the acquisition of an additional equity interest and consolidation of a previously unconsolidated joint venture property.

Equity income from joint ventures decreased $12 million and $7 million for the three and six months ended June 30, 2023 as compared with the comparable 2022 periods. Occupancy levels at joint venture properties decreased slightly in the second quarter of 2023 compared to the comparable prior year period while average daily rates increased nominally. In addition, occupancy levels in the first quarter of 2022 were negatively impacted by COVID variants and experienced improvement in the first quarter of 2023. Expenses at joint venture properties have increased in 2023 compared to 2022, largely due to increased staffing costs and higher interest costs.

The three and six months ended June 30, 2023 and 2022 include impairment charges of $9 million and $14 million to reduce the carrying value of assets to their estimated fair value.

Interest expense decreased $4 million and $2 million for the three and six months ended June 30, 2023 as compared with the comparable 2022 periods due primarily to the increase in capitalized interest on projects under development and the favorable impact of interest rate caps.


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Corporate

Corporate operations consist primarily of investment income, interest expense and administrative costs at the Parent Company. Investment income includes earnings on cash and short term investments held at the Parent Company to meet current and future liquidity needs, as well as results of the trading portfolio held at the Parent Company. Corporate also includes the equity method of accounting for Altium Packaging.

The following table summarizes the results of operations for Corporate for the three and six months ended June 30, 2023 and 2022 as presented in Note 13 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Revenues:
Net investment income (loss)	$	11	$	(65)	$	53	$	(81)

Operating revenues and other			2				2
Total	11		(63)		53		(79)
Expenses:
Operating and other	18		21		37		42
Equity method loss	2		2		5		3
Interest	21		22		43		44
Total	41		45		85		89
Loss before income tax	(30)		(108)		(32)		(168)
Income tax (expense) benefit	4		22		3		33
Net loss attributable to Loews Corporation	$	(26)	$	(86)	$	(29)	$	(135)

Net investment income for the Parent Company was $11 million and $53 million for the three and six months ended June 30, 2023 as compared with net investment losses of $65 million and $81 million in the comparable 2022 periods, primarily due to improved results from short term investments and the favorable change in the fair value of equity based investments in the trading portfolio.

The Company expects to record approximately $50 million in Operating and other expenses in the second half of 2023 to recognize unrealized losses which are included in AOCI due to the planned termination of a non-contributory defined benefit plan.

LIQUIDITY AND CAPITAL RESOURCES

Parent Company

Parent Company cash and investments, net of receivables and payables, totaled $2.5 billion at June 30, 2023 as compared to $3.2 billion at December 31, 2022. During the six months ended June 30, 2023, we received $498 million in cash dividends from CNA, including a special cash dividend of $293 million. Cash outflows during the six months ended June 30, 2023 included the payment of $593 million to fund treasury stock purchases, $500 million to retire at maturity the outstanding aggregate principal amount of our 2.6% senior notes, $29 million of cash dividends to our shareholders, $3 million to purchase common shares of CNA and an equity contribution of $30 million to Loews Hotels & Co. As a holding company we depend on dividends from our subsidiaries and returns on our investment portfolio to fund our obligations. We also have an effective shelf registration statement on file with the Securities and Exchange Commission (“SEC”) under which we may publicly issue an unspecified amount of our debt, equity or hybrid securities from time to time. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees.

Depending on market and other conditions, we may purchase shares of our and our subsidiaries outstanding common stock in the open market, in privately negotiated transactions or otherwise. During the six months ended June 30, 2023, we


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purchased 10.0 million shares of Loews Corporation common stock and 0.1 million shares of CNA’s common stock. As of July 28, 2023, there were 225,508,650 shares of Loews Corporation common stock outstanding.

Future uses of our cash may include investing in our subsidiaries, new acquisitions, dividends and/or purchases of our and our subsidiaries’ outstanding common stock. 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 and business needs.

Subsidiaries

CNA’s cash provided by operating activities was $937 million for the six months ended June 30, 2023 and $1.3 billion for the comparable 2022 period. The decrease in cash provided by operating activities was driven by higher net claim payments, which includes long term care policy buyouts, and lower distributions from limited partnerships, partially offset by an increase in premiums collected.

CNA paid cash dividends of $2.04 per share on its common stock, including a special cash dividend of $1.20 per share, during the six months ended June 30, 2023. On July 28, 2023, CNA’s Board of Directors declared a quarterly cash dividend of $0.42 per share payable August 31, 2023 to shareholders of record on August 14, 2023. CNA’s declaration and payment of future dividends is at the discretion of its Board of Directors and will depend on many factors, including CNA’s earnings, financial condition, business needs and regulatory constraints. CNA believes that its present cash flows from operating, investing and financing activities are sufficient to fund its current and expected working capital and debt obligation needs and does not expect this to change in the near term.

Dividends to CNA from Continental Casualty Company (“CCC”), a subsidiary of CNA, 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 the timing and amount of dividends paid in the preceding 12 months. Additionally, ordinary dividends may only be paid from earned surplus, which is calculated by removing unrealized gains from unassigned surplus. As of June 30, 2023, CCC was in a positive earned surplus position. CCC paid dividends of $660 million and $690 million during the six months ended June 30, 2023 and 2022. 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.

In May of 2023, CNA completed a public offering of $400 million aggregate principal amount of its 5.5% senior notes due June 15, 2033.

CNA has an effective shelf registration statement on file with the SEC under which it may publicly issue an unspecified amount of debt, equity or hybrid securities from time to time.

Boardwalk Pipelines’ cash provided by operating activities increased $31 million for the six months ended June 30, 2023 as compared with the comparable 2022 period, primarily due to changes in net income adjusted for depreciation and amortization and other non-cash operating activities and the impacts of lower natural gas prices on Boardwalk Pipelines’ imbalance activities.

For the six months ended June 30, 2023 and 2022, Boardwalk Pipelines’ capital expenditures were $151 million and $122 million, consisting of growth capital expenditures of $95 million and $76 million and maintenance capital expenditures of $56 million and $39 million. During the six months ended June 30, 2022, Boardwalk Pipelines also spent $7 million on natural gas to be used in its integrated natural gas pipeline system.

Boardwalk Pipelines anticipates that its existing capital resources, including its cash on hand, revolving credit facility and cash flows from operating activities, will be adequate to fund its operations and capital expenditures for 2023. Boardwalk Pipelines also has an effective shelf registration statement on file with the SEC under which it has $500 million of remaining capacity available to publicly issue debt securities, warrants or rights. As of June 30, 2023, Boardwalk Pipelines had available the entire $1.0 billion of borrowing capacity under its revolving credit facility. In June of 2023, Boardwalk Pipelines’ amended its revolving credit facility to extend the maturity date by one year to May 26, 2028. For further information, see Note 8 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

As of June 30, 2023, Loews Hotels & Co, through its subsidiaries, had $164 million in mortgage loans that mature within twelve months. Each loan has an extension option which Loews Hotels & Co currently plans to exercise before maturity. Extending any indebtedness, including loans of unconsolidated joint venture partnerships, may require Loews Hotels & Co


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to make principal pay downs, establish restricted cash reserves or provide guaranties of the subsidiary’s debt. Through the date of this Report, all Loews Hotels & Co’s subsidiaries are in compliance with their debt covenants.

Through July 28, 2023, Loews Hotels & Co received capital contributions of $30 million from Loews Corporation to fund development projects during 2023.

INVESTMENTS

Investment activities of our non-insurance subsidiaries primarily consist of investments in fixed income securities, including short term investments. The Parent Company portfolio also includes equity securities, including short sales and derivative instruments. Certain of these types of Parent Company investments generally have greater volatility, less liquidity and greater risk than fixed income investments and are included within Results of Operations – Corporate.

The Parent Company enters into short sales and invests in certain derivative instruments that are used for asset and liability management activities, income enhancements to its portfolio management strategy and to benefit from anticipated future movements in the underlying markets. If such movements do not occur as anticipated, significant losses may occur. Monitoring procedures include senior management review of daily reports of existing positions and valuation fluctuations to seek to ensure that open positions are consistent with the portfolio strategy.

Credit exposure associated with non-performance by counterparties to derivative instruments is generally limited to the uncollateralized change in fair value of the derivative instruments recognized in the Consolidated Condensed Balance Sheets. The risk of non-performance is mitigated by monitoring the creditworthiness of counterparties and diversifying derivatives by using multiple counterparties. Collateral is occasionally required from derivative investment counterparties depending on the amount of the exposure and the credit rating of the counterparty.

Insurance

CNA maintains a large portfolio of fixed maturity and equity securities, including large amounts of corporate and government issued debt securities, residential and commercial mortgage-backed securities, other asset-backed securities and investments in limited partnerships which pursue a variety of long and short investment strategies across a broad array of asset classes. CNA’s investment portfolio supports its obligation to pay future insurance claims and provides investment returns which are an important part of CNA’s overall profitability.

Net Investment Income

The significant components of CNA’s 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				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Fixed income securities:
Taxable fixed income securities	$	444	$	385	$	874	$	753
Tax-exempt fixed income securities	46		66		95		139
Total fixed income securities	490		451		969		892
Limited partnership and common stock investments	68		(15)		96		(7)
Other, net of investment expense	17		(4)		35		(5)
Net investment income	$	575	$	432	$	1,100	$	880


Effective income yield for the fixed income securities portfolio	4.6	%	4.3	%	4.6	%	4.3	%
Limited partnership and common stock return	3.1	%	(0.7)	%	4.5	%	(0.3)	%


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CNA’s net investment income increased $143 million and $220 million for the three and six months ended June 30, 2023 as compared with the comparable 2022 periods, driven by higher limited partnership and common stock returns and higher income from fixed income securities and other.

Investment Gains (Losses)

The components of CNA’s investment gains (losses) are presented in the following table:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022

(In millions)

Investment gains (losses):
Fixed maturity securities:
Corporate and other bonds	$	(12)	$	(30)	$	(35)	$	(27)
States, municipalities and political subdivisions	(3)		19		7		22
Asset-backed	(12)		(4)		(21)		(12)
Total fixed maturity securities	(27)		(15)		(49)		(17)
Non-redeemable preferred stock	3		(71)		(11)		(109)
Derivatives, short term and other	(8)		27		(7)		56
Total investment losses	(32)		(59)		(67)		(70)
Income tax benefit	7		19		14		27
Amounts attributable to noncontrolling interests	2		4		5		4
Investment losses attributable to Loews Corporation	$	(23)	$	(36)	$	(48)	$	(39)

CNA’s pretax investment results improved $27 million and $3 million for the three and six months ended June 30, 2023 as compared with the comparable 2022 periods, driven by the favorable relative change in fair value of non-redeemable preferred stock in the three and six months ended June 30, 2023 as compared to the comparable 2022 periods, partially offset by higher net losses on disposals of fixed maturity securities. The three and six months ended June 30, 2022 also included gains on a funds withheld embedded derivative which related to a coinsurance agreement on CNA’s legacy annuity business that was novated in the fourth quarter of 2022.

Further information on CNA’s investment gains and losses is set forth in Note 3 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Portfolio Quality

The following table presents the estimated fair value and net unrealized gains (losses) of CNA’s fixed maturity securities by rating distribution:


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	June 30, 2023				December 31, 2022
	Estimated Fair Value		Net Unrealized Gains (Losses)		Estimated Fair Value		Net Unrealized Gains (Losses)
(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises	$	2,530	$	(333)	$	2,419	$	(336)
AAA	2,492		(205)		2,398		(208)
AA	6,385		(588)		6,342		(663)
A	9,579		(463)		9,043		(531)
BBB	16,061		(1,310)		15,651		(1,447)
Non-investment grade	1,681		(189)		1,774		(219)
Total	$	38,728	$	(3,088)	$	37,627	$	(3,404)

As of June 30, 2023 and December 31, 2022, 1% of CNA’s fixed maturity portfolio was rated internally. AAA rated securities included $0.3 billion of pre-funded municipal bonds as of June 30, 2023 and December 31, 2022.

The following table presents CNA’s available-for-sale fixed maturity securities in a gross unrealized loss position by ratings distribution:


June 30, 2023	Estimated Fair Value		Gross Unrealized Losses
(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises	$	2,479	$	334
AAA	1,662		283
AA	4,404		746
A	6,937		703
BBB	12,960		1,513
Non-investment grade	1,170		207
Total	$	29,612	$	3,786

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:


June 30, 2023	Estimated Fair Value		Gross Unrealized Losses
(In millions)

Due in one year or less	$	841	$	20
Due after one year through five years	8,895		669
Due after five years through ten years	9,866		1,397
Due after ten years	10,010		1,700
Total	$	29,612	$	3,786


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Commercial Real Estate

CNA’s investment portfolio has exposure to the commercial real estate sector primarily through its fixed maturity securities and mortgage loan portfolios. The performance of these assets is dependent on a number of factors, including the performance of the underlying collateral (which is influenced by cash flows from underlying property leases), changes in the fair value of collateral, refinancing risk, and the creditworthiness of tenants of credit tenant loan properties (where lease payments directly service the loan).

Within CNA’s fixed maturity securities portfolio, its exposure is primarily through the commercial mortgage-backed securities portfolio and the corporate and other bonds portfolio, which contains obligations of real estate investment trust (“REIT”) issuers. Commercial mortgage-backed securities include both single asset, single borrower collateral that is securitized independently and conduit collateral that is securitized in diversified pools.

The following tables present the estimated fair value and net unrealized gains (losses) of CNA’s commercial mortgage-backed securities by property type and by ratings distribution:


June 30, 2023	Estimated Fair Value		Net Unrealized Gains (Losses)
(In millions)

Commercial mortgage-backed:
Single asset, single borrower:
Office	$	289	$	(77)
Retail	278		(38)
Lodging	218		(20)
Industrial	90		(6)
Multifamily	51		(4)
Total single asset, single borrower	926		(145)
Conduits (multi property, multi borrower pools)	657		(108)
Total commercial mortgage-backed	$	1,583	$	(253)


June 30, 2023	Estimated Fair Value		Net Unrealized Gains (Losses)
(In millions)

Commercial mortgage backed:
AAA	$	425	$	(35)
AA	620		(107)
A	209		(35)
BBB	256		(56)
Non-investment grade	73		(20)
Total commercial mortgage-backed	$	1,583	$	(253)


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The following tables present the estimated fair value and net unrealized gains (losses) of the REIT issuer exposure within CNA’s corporate and other bonds portfolio by property type and by ratings distribution:


June 30, 2023	Estimated Fair Value		Net Unrealized Gains (Losses)
(In millions)

Corporate and other bonds - REITs:
Retail	$	455	$	(48)
Office	255		(30)
Industrial	86		(5)
Other (a)	416		(39)
Total corporate and other bonds - REITs	$	1,212	$	(122)


(a)			Other includes a diversified mix of property type strategies including self-storage, healthcare and apartments.


June 30, 2023	Estimated Fair Value		Net Unrealized Gains (Losses)
(In millions)

Corporate and other bonds - REITs:
AA	$	11	$	(1)
A	249		(13)
BBB	936		(106)
Non-investment grade	16		(2)
Total corporate and other bonds - REITs	$	1,212	$	(122)

Mortgage loans are commercial in nature and are carried at unpaid principal balance, net of unamortized fees and an allowance for expected credit losses. The allowance for expected credit losses is developed by assessing the credit quality of pools of mortgage loans in good standing using debt service coverage ratios (“DSCR”) and loan-to-value ratios (“LTV”). This assessment utilizes historical credit loss experience adjusted to reflect current conditions and reasonable and supportable forecasts. As of June 30, 2023 the allowance for expected credit losses on CNA’s mortgage portfolio was $30 million, or 2.9% of its amortized cost basis.

The following table presents the amortized cost basis of mortgage loans by property type:


June 30, 2023	Amortized Cost		Percentage of Total
(In millions, except %)

Mortgage loans:
Retail	$	470	44	%
Office	255		25
Industrial	131		13
Other	183		18
Total mortgage loans	1,039		100	%
Less: Allowance for expected credit losses	(30)
Total mortgage loans - net of allowance	$	1,009


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In addition to the mortgage loan portfolio, CNA invests in securitized credit tenant loans and ground lease financings that are classified as fixed maturity securities, all of which are investment grade quality. As of June 30, 2023, these holdings had an estimated fair value of $474 million and net unrealized losses of $92 million.

CNA owns other fixed maturity securities which have exposure to cell towers, data centers and other collateral types that could be viewed as having real estate characteristics. CNA views these securities to have risks more similar to operating enterprises that do not share the same risks as the broader commercial real estate market.

CNA does not hold any direct investments in commercial real estate. Additionally, CNA does not have significant exposure through its limited partnership portfolio to funds whose primary strategy is real estate focused.

Duration

A primary objective in the management of CNA’s investment portfolio is to optimize return relative to the corresponding liabilities and respective liquidity needs. CNA’s 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. CNA also continually monitors exposure to issuers of securities held and broader industry sector exposures and may from time to time adjust such exposures based on its views of a specific issuer or industry sector.

A further consideration in the management of CNA’s 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, CNA segregates investments for asset/liability management purposes. The segregated investments support the long term care and structured settlement liabilities in Other Insurance Operations. The effective durations of CNA’s 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.


	June 30, 2023			December 31, 2022
	Estimated Fair Value		Effective Duration (Years)	Estimated Fair Value		Effective Duration (Years)
(In millions of dollars)

Investments supporting Other Insurance Operations	$	14,691	9.9	$	14,511	9.9
Other investments	26,480		4.6	25,445		4.7
Total	$	41,171	6.5	$	39,956	6.6

CNA’s 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, CNA periodically reviews 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, 2022.

CATASTROPHES AND RELATED REINSURANCE

Various events can cause catastrophe losses. These events can be natural or man-made, including hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, fires, floods, riots, strikes, civil unrest, cyber attacks, pandemics and acts of terrorism that produce unusually large aggregate losses.

Catastrophes are an inherent risk of the property and casualty insurance business and have contributed to material period-to-period fluctuations in CNA’s results of operations and/or equity. CNA uses various analyses and methods, including using one of the industry standard natural catastrophe models to estimate hurricane and earthquake losses at various return periods, to inform underwriting and reinsurance decisions designed to manage its exposure to catastrophic events. CNA generally seeks to manage its exposure through the purchase of catastrophe reinsurance and utilizes various reinsurance


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programs to mitigate catastrophe losses including excess-of-loss occurrence and aggregate treaties covering property and workers’ compensation, a property quota share treaty and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”), as well as individual risk agreements that reinsure from losses from specific classes or lines of business. CNA conducts an ongoing review of its risk and catastrophe reinsurance coverages and from time to time makes changes as it deems appropriate. In the second quarter of 2023, CNA renewed its excess-of-loss property catastrophe reinsurance as described below.

Group North American Property Treaty

CNA purchased corporate catastrophe excess-of-loss treaty reinsurance covering its U.S. states and territories and Canadian property exposures underwritten in its North American and European companies. Exposures underwritten through Hardy are excluded and covered under a separate treaty. The treaty has a term of June 1, 2023 to June 1, 2024 and provides coverage for the accumulation of covered losses from catastrophe occurrences above CNA’s per occurrence retention of $235 million up to $1.1 billion for all losses other than earthquakes. Earthquakes are covered up to $1.2 billion. Losses stemming from terrorism events are covered unless they are due to a nuclear, biological or chemical attack. All layers of the treaty provide for one full reinstatement.

Group Workers’ Compensation Treaty

CNA also purchased corporate Workers’ Compensation catastrophe excess-of-loss treaty reinsurance for the period January 1, 2023 to January 1, 2024 providing $275 million of coverage for the accumulation of covered losses related to natural catastrophes above CNA’s per occurrence retention of $25 million. The treaty also provides $600 million of coverage for the accumulation of covered losses related to terrorism events above CNA’s per occurrence retention of $25 million. Of this $600 million in Terrorism coverage, $200 million is provided for nuclear, biological, chemical and radiation events. One full reinstatement is available for the first $275 million above the retention, regardless of the covered peril.

CRITICAL ACCOUNTING ESTIMATES

Certain accounting policies require us to make estimates and judgments that affect the amounts reflected in the Consolidated Condensed Financial Statements. Such estimates and judgments necessarily involve varying, and possibly significant, degrees of uncertainty. Accordingly, certain amounts currently recorded or disclosed in the financial statements will likely be adjusted in the future based on new available information and changes in other facts and circumstances. See the Critical Accounting Estimates for accounting estimates related to Reinsurance and Insurance Receivables, Valuation of Investments and Impairment of Securities, and the Insurance Reserves sections of our MD&A in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 for further information.

The information presented below restates in their entirety, as a result of the adoption of ASU 2018-12 and its impact on long term care reserves, the accounting estimates related to Insurance Reserves and Long Term Care Reserves included in the Critical Accounting Estimates section of our MD&A in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022. Further information on the long term care reserving process under the new guidance is included in Notes 1 and 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Insurance Reserves

Insurance reserves are established for both short and long-duration insurance contracts. Short-duration contracts are primarily related to property and casualty insurance policies where the reserving process is based on actuarial estimates of the amount of loss, including amounts for known and unknown claims. Long-duration contracts are primarily related to long term care policies and the reserves are recorded as Future policy benefits reserves as discussed below. The reserve for unearned premiums represents the portion of premiums written related to the unexpired terms of coverage. The reserving process is discussed in further detail in the Insurance Reserves section of our MD&A in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.

Long Term Care Reserves

Future policy benefits reserves for long term care policies are based on certain assumptions, including morbidity, persistency (inclusive of mortality), future premium rate increases and expenses. The adequacy of the reserves is contingent upon actual experience and future expectations related to these key assumptions. If actual or expected future experience differs from these assumptions, the reserves may not be adequate, requiring an increase to reserves. The reserves are


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discounted using upper-medium grade fixed income instrument yields as of each reporting date. In addition, regulatory approval may not be received for the level of premium rate increases requested.

Changes to reserves could materially adversely impact our results of operations, financial condition and equity.

ACCOUNTING STANDARDS UPDATE

In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-12. The updated accounting guidance requires changes to the measurement and disclosure of long-duration contracts. For the Company, this includes CNA’s long term care business in Other Insurance Operations.

Prior period amounts in the financial statements have been adjusted to reflect application of ASU 2018-12. Net income attributable to Loews Corporation for the third quarter of 2022 decreased $152 million from what was previously reported under legacy accounting guidance, primarily related to CNA’s third quarter 2022 annual review of cash flow reserving assumptions. Under legacy accounting guidance, the third quarter 2022 gross premium valuation assessment indicated a pretax margin of $125 million and no unlocking event occurred. Under the new guidance favorable changes to the upper-medium grade fixed income instrument discount rate were recorded through Accumulated other comprehensive income quarterly, while the net unfavorable impact of increased cost of care inflation offset by favorable premium rate action assumptions was recorded in income. Excluding the third quarter of 2022, net income attributable to Loews Corporation did not change materially from what was reported prior to adoption of ASU 2018-12.

For a discussion of accounting standards updates that have been adopted, please read Note 1 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

FORWARD-LOOKING STATEMENTS

Investors are cautioned that certain statements contained in this Report as well as in other of our and our subsidiaries’ SEC filings and periodic press releases and certain oral statements made by us and our subsidiaries and our and their officials during presentations may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include, without limitation, any statement that does not directly relate to any historical or current fact and may project, indicate or imply future results, events, performance or achievements. Such statements may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions. In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those anticipated or projected.

Developments in any of the risks or uncertainties facing us or our subsidiaries, including those described under Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our and our subsidiaries’ other filings with the SEC, could cause our and our subsidiaries’ results to differ materially from results that have been or may be anticipated or projected. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and we and our subsidiaries expressly disclaim any obligation or undertaking to update these statements to reflect any change in expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There were no material changes in our market risk components as of June 30, 2023 from those discussed in the Quantitative and Qualitative Disclosures about Market Risk section included under Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2022. Additional information related to portfolio duration and market conditions is discussed in the Investments section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included under Part I, Item 2.


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Item 4. Controls and Procedures.

The Company maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under 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 by the Company under the Exchange Act is accumulated and communicated to the Company’s management on a timely basis to allow decisions regarding required disclosure.

The Company’s management, including the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”) conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2023.

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2023 that have materially affected or that are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Information on our legal proceedings is set forth in Note 11 to the Consolidated Condensed Financial Statements included under Part I, Item 1.


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Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, 2022 includes a discussion of material risk factors facing the Company. There have been no material changes to such risk factors as of the date of this Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Items 2 (a) and (b) are inapplicable.

Period

(a) Total number

of shares

purchased

(b) Average

price paid per

part of publicly announced plans or programs

(d) Maximum number of shares (or approximate dollar value)

of shares that may yet be purchased under the plans or programs (in millions)

April 1, 2023 - April 30, 2023

—

N/A

May 1, 2023 - May 31, 2023

921,896

57.78

N/A

June 1, 2023 - June 30, 2023

900,000

58.41

N/A

Item 5. Other Information

Items 5 (a) and (b) are inapplicable.

On June 16, 2023, Anthony Welters, a director of the Company, adopted a trading plan with respect to the exercise of expiring stock appreciation rights (“SARs”) granted to Mr. Welters as director compensation in 2013 and 2014 (the “Plan”). The Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Pursuant to the Plan, if the market price of the Company’s common stock exceeds the exercise price for the applicable SARs by a specified amount during the applicable trading window, the applicable SARs will be exercised and the net shares received by Mr. Welters from such exercise will be sold at market prices. 2,250 SARs expire on each of December 31, 2023, March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. The trading window under the Plan for each such expiration begins on the first trading day of the expiration month and ends on the expiration date.


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Item 6. Exhibits.


Description of Exhibit			Exhibit Number
Restated Certificate of Incorporation of Registrant, dated August 11, 2009, incorporated herein by reference to Exhibit 3.1 to Registrant’s Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 2, 2009 (File No. 001-06541)			3.1

Certificate of Amendment of Certificate of Incorporation of Registrant dated May 9, 2023			3.2*

Certification by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a)			31.1*

Certification by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a)			31.2*

Certification by the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)			32.1*

Certification by the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)			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 document			101.INS *

Inline XBRL Taxonomy Extension Schema			101.SCH *

Inline XBRL Taxonomy Extension Calculation Linkbase			101.CAL *

Inline XBRL Taxonomy Extension Definition Linkbase			101.DEF *

Inline XBRL Taxonomy Label Linkbase			101.LAB *

Inline XBRL Taxonomy Extension Presentation Linkbase			101.PRE *

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)			104*

*Filed herewith.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.


	LOEWS CORPORATION
	(Registrant)

Dated: July 31, 2023	By:	/s/ Jane J. Wang
		JANE J. WANG
		Senior Vice President and Chief Financial Officer (Duly authorized officer and principal financial officer)


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Document

Exhibit 3.2

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

LOEWS CORPORATION

Loews Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.This Certificate of Amendment amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on August 20, 2009.

2.Article TENTH of the Corporation’s Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:

“TENTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such an exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as presently in effect or as the same may hereafter be amended. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

The provisions of this Article Tenth shall not be deemed to limit or preclude indemnification of a director or officer of the Corporation for any liability which has not been limited by the provisions of this Article Tenth.”

3.This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Marc A. Alpert, its Senior Vice President, General Counsel and Secretary, this 9th day of May, 2023.

/s/ Marc A. Alpert_____

Marc A. Alpert

Senior Vice President, General Counsel and Secretary

Document

Exhibit 31.01

I, James S. Tisch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Loews 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 officer(s) 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 fiscal 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 officer(s) 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 functions):


			(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.


Date: July 31, 2023	By:	/s/ James S. Tisch
		JAMES S. TISCH
		Chief Executive Officer

Document

Exhibit 31.02

I, Jane J. Wang, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Loews Corporation;


			(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 fiscal 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


			(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.


Date: July 31, 2023	By:	/s/ Jane J. Wang
		JANE J. WANG
		Chief Financial Officer

Document

Exhibit 32.01

Certification by the Chief Executive Officer

of Loews Corporation pursuant to 18 U.S.C. Section 1350

(as adopted by Section 906 of the

Sarbanes-Oxley Act of 2002)

Pursuant to 18 U.S.C. Section 1350, the undersigned chief executive officer of Loews Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2023 (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.


Date: July 31, 2023	By:	/s/ James S. Tisch
		JAMES S. TISCH
		Chief Executive Officer

Document

Exhibit 32.02

Certification by the Chief Financial Officer

of Loews Corporation pursuant to 18 U.S.C. Section 1350

(as adopted by Section 906 of the

Sarbanes-Oxley Act of 2002)

Pursuant to 18 U.S.C. Section 1350, the undersigned chief financial officer of Loews Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2023 (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.


Date: July 31, 2023	By:	/s/ Jane J. Wang
		JANE J. WANG
		Chief Financial Officer