SEC Filing | Loews Corporation

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l-20230930

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 September 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 October 27, 2023, there were 223,250,642 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
September 30, 2023 and December 31, 2022

Consolidated Condensed Statements of Operations			4
Three and nine months ended September 30, 2023 and 2022

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

Consolidated Condensed Statements of Equity			6
Three and nine months ended September 30, 2023 and 2022

Consolidated Condensed Statements of Cash Flows			8
Nine months ended September 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			43

Item 3. Quantitative and Qualitative Disclosures about Market Risk			67

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)


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

Assets:

Investments:
Fixed maturities, amortized cost of $42,753 and $41,102, less allowance for credit loss of $18 and $1	$	38,243	$	37,697
Equity securities, cost of $1,081 and $1,161	1,055		1,139
Limited partnership investments	2,074		1,954
Other invested assets, primarily mortgage loans, less allowance for credit loss of $35 and $24	1,072		1,124
Short term investments	3,969		4,854
Total investments	46,413		46,768
Cash	762		532
Receivables	9,437		9,403
Property, plant and equipment	10,674		10,027
Goodwill	346		346
Deferred non-insurance warranty acquisition expenses	3,688		3,671
Deferred acquisition costs of insurance subsidiaries	880		806
Other assets	4,269		4,014
Total assets	$	76,469	$	75,567

Liabilities and Equity:

Insurance reserves:
Claim and claim adjustment expense	$	22,836	$	22,120
Future policy benefits	12,654		13,480
Unearned premiums	6,789		6,374
Total insurance reserves	42,279		41,974
Payable to brokers	444		133
Short term debt	1,261		854
Long term debt	7,925		8,165
Deferred income taxes	258		243
Deferred non-insurance warranty revenue	4,736		4,714
Other liabilities	4,408		4,283
Total liabilities	61,311		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 – 236,321,095 and 236,159,866 shares	2		2
Additional paid-in capital	2,764		2,748
Retained earnings	15,877		14,931
Accumulated other comprehensive loss	(3,473)		(3,320)
	15,170		14,361
Less treasury stock, at cost (12,066,137 and 198,875 shares)	(722)		(12)
Total shareholders’ equity	14,448		14,349
Noncontrolling interests	710		852
Total equity	15,158		15,201
Total liabilities and equity	$	76,469	$	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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions, except per share data)

Revenues:
Insurance premiums	$	2,406	$	2,221	$	7,001	$	6,435
Net investment income	592		404		1,752		1,202
Investment losses	(38)		(96)		(59)		(166)
Non-insurance warranty revenue	407		399		1,221		1,173
Operating revenues and other	559		533		1,728		1,607
Total	3,926		3,461		11,643		10,251

Expenses:
Insurance claims and policyholders’ benefits (re-measurement loss of $(41), $(211), $(75), and $(205))	1,826		1,880		5,258		4,959
Amortization of deferred acquisition costs	426		383		1,208		1,101
Non-insurance warranty expense	386		371		1,154		1,092
Operating expenses and other	860		795		2,449		2,277
Equity method income	(22)		(35)		(89)		(111)
Interest	94		92		280		284
Total	3,570		3,486		10,260		9,602
Income (loss) before income tax	356		(25)		1,383		649
Income tax expense	(80)		(2)		(315)		(137)
Net income (loss)	276		(27)		1,068		512
Amounts attributable to noncontrolling interests	(23)		5		(80)		(45)
Net income (loss) attributable to Loews Corporation	$	253	$	(22)	$	988	$	467

Basic net income (loss) per share	$	1.12	$	(0.09)	$	4.32	$	1.91
Diluted net income (loss) per share	$	1.12	$	(0.09)	$	4.31	$	1.90

Weighted average shares outstanding:
Shares of common stock	225.64		240.37		228.85		244.57
Dilutive potential shares of common stock	0.35		0.39		0.31		0.46
Total weighted average shares outstanding assuming dilution	225.99		240.76		229.16		245.03

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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Net income (loss)	$	276	$	(27)	$	1,068	$	512

Other comprehensive income (loss), after tax
Changes in:
Net unrealized losses on investments with an allowance for credit losses	(1)		(2)		(10)		(8)
Net unrealized losses on other investments	(1,084)		(1,735)		(827)		(6,604)
Total unrealized losses on investments	(1,085)		(1,737)		(837)		(6,612)
Impact of changes in discount rates used to measure long-duration contract liabilities	818		994		678		4,136
Unrealized gains (losses) on cash flow hedges	(1)		4		5		28
Pension and postretirement benefits	40		6		55		18
Foreign currency translation	(55)		(106)		(4)		(189)

Other comprehensive loss	(283)		(839)		(103)		(2,619)

Comprehensive income (loss)	(7)		(866)		965		(2,107)

Amounts attributable to noncontrolling interests	8		78		(69)		215

Total comprehensive income (loss) attributable to Loews Corporation	$	1	$	(788)	$	896	$	(1,892)

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, July 1, 2022, as reported	$	16,221	$	2	$	2,869	$	15,261	$	(2,510)	$	(386)	$	985
Cumulative effect adjustments from changes in accounting standards (Note 1)	(507)						(51)		(403)				(53)
Balance, July 1, 2022, as adjusted	15,714		2		2,869		15,210		(2,913)		(386)		932
Net loss	(27)						(22)						(5)
Other comprehensive loss	(839)								(766)				(73)
Dividends paid ($0.0625 per share)	(23)						(15)						(8)
Purchase of subsidiary stock from noncontrolling interests	(45)				5								(50)
Purchases of Loews Corporation treasury stock	(230)										(230)

Stock-based compensation	9				8								1
Other	4				4		(1)						1
Balance, September 30, 2022	$	14,563	$	2	$	2,886	$	15,172	$	(3,679)	$	(616)	$	798

Balance, July 1, 2023	$	15,470	$	2	$	2,728	$	15,637	$	(3,160)	$	(604)	$	867
Net income	276						253						23
Other comprehensive income (loss)	(283)								(252)				(31)
Dividends paid ($0.0625 per share)	(24)						(14)						(10)
Purchase of subsidiary stock from noncontrolling interests	(177)				27				(61)				(143)
Purchases of Loews Corporation treasury stock	(118)										(118)

Stock-based compensation	11				10								1
Other	3				(1)		1						3
Balance, September 30, 2023	$	15,158	$	2	$	2,764	$	15,877	$	(3,473)	$	(722)	$	710

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	512						467						45
Other comprehensive loss	(2,619)								(2,359)				(260)
Dividends paid ($0.1875 per share)	(133)						(46)						(87)
Purchase of subsidiary stock from noncontrolling interests	(66)				4								(70)
Purchases of Loews Corporation treasury stock	(614)										(614)

Stock-based compensation	11				(6)								17
Other	1				3		(3)				1
Balance, September 30, 2022	$	14,563	$	2	$	2,886	$	15,172	$	(3,679)	$	(616)	$	798

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	1,068						988						80
Other comprehensive income (loss)	(103)								(92)				(11)
Dividends paid ($0.1875 per share)	(108)						(43)						(65)
Purchase of subsidiary stock from noncontrolling interests	(203)				27				(61)				(169)
Purchases of Loews Corporation treasury stock	(711)										(711)

Stock-based compensation	16				(7)								23
Other	(2)				(4)		1				1
Balance, September 30, 2023	$	15,158	$	2	$	2,764	$	15,877	$	(3,473)	$	(722)	$	710

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


Nine Months Ended September 30	2023		2022
(In millions)

Operating Activities:

Net income	$	1,068	$	512
Adjustments to reconcile net income to net cash provided by operating activities, net	519		726







Changes in operating assets and liabilities, net:
Receivables	(71)		(447)
Deferred acquisition costs	(74)		(66)
Insurance reserves	1,184		1,999
Other assets	(152)		(486)
Other liabilities	51		161
Trading securities	905		293
Net cash flow provided by operating activities	3,430		2,692

Investing Activities:

Purchases of fixed maturities	(5,459)		(8,768)
Proceeds from sales of fixed maturities	3,284		4,885
Proceeds from maturities of fixed maturities	960		2,095
Purchases of equity securities	(200)		(245)
Proceeds from sales of equity securities	192		230
Purchases of limited partnership investments	(322)		(265)
Proceeds from sales of limited partnership investments	205		156
Purchases of property, plant and equipment	(463)		(437)
Acquisitions	(348)
Dispositions			16
Investment in Altium Packaging			(79)
Change in short term investments	60		568
Other, net	(162)		65
Net cash flow used by investing activities	(2,253)		(1,779)

Financing Activities:

Dividends paid	(43)		(46)
Dividends paid to noncontrolling interests	(65)		(87)
Purchases of Loews Corporation treasury stock	(709)		(611)
Purchases of subsidiary stock from noncontrolling interests	(203)		(66)
Principal payments on debt	(503)		(327)
Issuance of debt	593		532
Other, net	(17)		(16)
Net cash flow used by financing activities	(947)		(621)

Effect of foreign exchange rate on cash			(27)

Net change in cash	230		265
Cash, beginning of period	532		621
Cash, end of period	$	762	$	886

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 91.7% 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 subsidiaries, the term “Parent Company” means Loews Corporation excluding its subsidiaries and the term “Net income (loss) attributable to Loews Corporation” means Net income (loss) attributable to Loews Corporation shareholders.

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 September 30, 2023 and December 31, 2022, results of operations, comprehensive income (loss) and changes in shareholders’ equity for the three and nine months ended September 30, 2023 and 2022 and cash flows for the nine months ended September 30, 2023 and 2022, in each case in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Results for the interim periods are not necessarily indicative of results 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 nine months ended September 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).

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.


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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 September 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Insurance claims and policyholders’ benefits (a)	$	1,665	$	215	$	1,880
Income (loss) before income tax	190		(215)		(25)
Income tax expense	(47)		45		(2)
Net income (loss)	143		(170)		(27)
Amounts attributable to noncontrolling interests	(13)		18		5
Net income (loss) attributable to Loews Corporation	130		(152)		(22)
Basic net income (loss) per share	0.54		(0.63)		(0.09)
Diluted net income (loss) per share	0.54		(0.63)		(0.09)


(a)			The effect of adopting ASU 2018-12 on Insurance claims and policyholders’ benefits is inclusive of the re-measurement loss of $211 million, which is presented parenthetically on the Consolidated Condensed Statement of Operations.


Nine Months Ended September 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Insurance claims and policyholders’ benefits (a)	$	4,703	$	256	$	4,959
Income before income tax	905		(256)		649
Income tax expense	(190)		53		(137)
Net income	715		(203)		512
Amounts attributable to noncontrolling interests	(67)		22		(45)
Net income attributable to Loews Corporation	648		(181)		467
Basic net income per share	2.65		(0.74)		1.91
Diluted net income per share	2.64		(0.74)		1.90


(a)			The effect of adopting ASU 2018-12 on Insurance claims and policyholders’ benefits is inclusive of the re-measurement loss of $205 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 September 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Changes in: Net unrealized losses on other investments	$	(1,327)	$	(408)	$	(1,735)
Total unrealized losses on investments	(1,329)		(408)		(1,737)
Impact of changes in discount rates used to measure long-duration contract liabilities			994		994
Other comprehensive (loss)	(1,425)		586		(839)
Comprehensive (loss)	(1,282)		416		(866)
Amounts attributable to noncontrolling interests	119		(41)		78
Total comprehensive (loss) attributable to Loews Corporation	(1,163)		375		(788)


Nine Months Ended September 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Changes in: Net unrealized losses on other investments	$	(4,284)	$	(2,320)	$	(6,604)
Total unrealized losses on investments	(4,292)		(2,320)		(6,612)
Impact of changes in discount rates used to measure long-duration contract liabilities			4,136		4,136
Other comprehensive (loss)	(4,435)		1,816		(2,619)
Comprehensive (loss)	(3,720)		1,613		(2,107)
Amounts attributable to noncontrolling interests	379		(164)		215
Total comprehensive (loss) attributable to Loews Corporation	(3,341)		1,449		(1,892)


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


Nine Months Ended September 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Net income	$	715	$	(203)	$	512
Adjustments to reconcile net income to net cash provided by operating activities, net	779		(53)		726
Changes in: Insurance reserves	1,743		256		1,999

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


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

Insurance claims and policyholders’ benefits (a)	$	1,665	$	215	$	1,880
Income (loss) before income tax	164		(215)		(51)
Income tax (expense) benefit	(36)		45		9
Net income (loss)	128		(170)		(42)
Amounts attributable to noncontrolling interests	(13)		18		5
Net income (loss) attributable to Loews Corporation	115		(152)		(37)


(a)			The effect of adopting ASU 2018-12 on Insurance claims and policyholders’ benefits is inclusive of the re-measurement loss of $211 million, which is presented parenthetically on the Consolidated Condensed Statement of Operations.


Nine Months Ended September 30, 2022	As Reported		Effect of Adoption		As Adjusted
(In millions)

Insurance claims and policyholders’ benefits (a)	$	4,703	$	256	$	4,959
Income before income tax	787		(256)		531
Income tax expense	(141)		53		(88)
Net income	646		(203)		443
Amounts attributable to noncontrolling interests	(67)		22		(45)
Net income attributable to Loews Corporation	579		(181)		398


(a)			The effect of adopting ASU 2018-12 on Insurance claims and policyholders’ benefits is inclusive of the re-measurement loss of $205 million, which is presented parenthetically on the Consolidated Condensed Statement of Operations.

2. Acquisitions

Boardwalk Pipelines

On September 29, 2023, Boardwalk Pipelines acquired 100% of the equity interests of Williams Olefins Pipeline Holdco LLC (“Bayou Ethane”) from Williams Field Services Group, LLC for $348 million in cash, including working capital. Bayou Ethane owns an approximately 380-mile ethane pipeline system from Mont Belvieu, Texas, to the Mississippi River corridor in Louisiana and two 15-mile pipelines in the Houston Ship Channel area that carry ammonia and hydrogen chloride. Bayou Ethane provides ethane supply and transportation services for industrial customers in Louisiana and Texas. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. As of September 29, 2023, Boardwalk Pipelines recorded $369 million of assets and $21 million of


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liabilities, which include $296 million of property, plant and equipment and $34 million of finite lived intangible assets. The purchase price allocation is preliminary and is expected to be finalized by the first quarter of 2024.

Loews Hotels & Co

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.

3. Investments

Net investment income is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Fixed maturity securities	$	491	$	454	$	1,443	$	1,324
Limited partnership investments	29		(32)		111		(5)
Short term investments	24				54
Equity securities (a)	9		2		42		(7)
Income (loss) from trading portfolio (a)	32		(18)		91		(95)
Other	30		19		78		47
Total investment income	615		425		1,819		1,264
Investment expenses	(23)		(21)		(67)		(62)
Net investment income	$	592	$	404	$	1,752	$	1,202
(a) Net investment income (loss) recognized due to the change in fair value of equity and trading portfolio securities held as of September 30, 2023 and 2022	$	(14)	$	(68)	$	3	$	(179)


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Investment gains (losses) are as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Fixed maturity securities:
Gross gains	$	12	$	23	$	55	$	94
Gross losses	(49)		(134)		(141)		(222)
Investment losses on fixed maturity securities	(37)		(111)		(86)		(128)
Equity securities (a)	2		(2)		(9)		(111)
Derivative instruments			24				79
Short term investments and other	(3)		(7)		(10)		(6)

Gain on acquisition of a joint venture (see Note 2)					46
Investment losses	$	(38)	$	(96)	$	(59)	$	(166)
(a) Investment gains (losses) recognized due to the change in fair value of non-redeemable preferred stock included within equity securities held as of September 30, 2023 and 2022	$	2	$	(2)	$	2	$	(109)

Net investment losses for the three months ended September 30, 2022 in the table above included a $35 million net loss related to the novation of a coinsurance agreement on CNA’s legacy annuity business, which was transacted on a funds withheld basis and gave rise to an embedded derivative. The net loss of $35 million was comprised of a $59 million loss on the fixed maturity securities supporting the funds withheld liability to recognize unrealized losses which had been included in AOCI since the inception of the coinsurance agreement, partially offset by a $24 million gain on the associated embedded derivative. Taken together, this net loss was the final recognition of changes in the valuation of the funds held assets and offsets previously recognized net investment gains on the associated embedded derivative. The coinsurance agreement was novated in the fourth quarter of 2022.

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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Fixed maturity securities available-for-sale:
Corporate and other bonds	$	8	$	24	$	25	$	53
Asset-backed	4		1		12		2
Impairment losses recognized in earnings	$	12	$	25	$	37	$	55

There were $5 million and $11 million of losses recognized on mortgage loans during the three and nine months ended September 30, 2023 due to changes in expected credit losses. There were $8 million of losses recognized on mortgage loans during the three and nine months ended September 30, 2022.


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The following tables present a summary of fixed maturity securities:


September 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	$	24,757	$	196	$	2,437	$	5	$	22,511
States, municipalities and political subdivisions	8,003		183		1,152				7,034
Asset-backed:
Residential mortgage-backed	3,425		4		599				2,830
Commercial mortgage-backed	1,833		4		276		7		1,554
Other asset-backed	3,483		7		366		6		3,118
Total asset-backed	8,741		15		1,241		13		7,502
U.S. Treasury and obligations of government sponsored enterprises	150		1		2				149
Foreign government	713		1		56				658

Fixed maturities available-for-sale	$	42,364	$	396	$	4,888	$	18	$	37,854
Fixed maturities trading	389								389
Total fixed maturity securities	$	42,753	$	396	$	4,888	$	18	$	38,243


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
September 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	$	6,374	$	378	$	12,794	$	2,059	$	19,168	$	2,437
States, municipalities and political subdivisions	1,593		138		2,902		1,014		4,495		1,152
Asset-backed:
Residential mortgage-backed	680		30		2,094		569		2,774		599
Commercial mortgage-backed	273		9		1,161		267		1,434		276
Other asset-backed	609		40		1,873		326		2,482		366
Total asset-backed	1,562		79		5,128		1,162		6,690		1,241
U.S. Treasury and obligations of government-sponsored enterprises	106		1		21		1		127		2
Foreign government	201		9		436		47		637		56
Total fixed maturity securities	$	9,836	$	605	$	21,281	$	4,283	$	31,117	$	4,888

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.


	September 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	$	2,620	$	466	$	2,355	$	337
AAA	1,893		382		1,559		298
AA	4,458		1,037		4,327		817
A	7,240		913		6,615		749
BBB	13,704		1,881		13,226		1,621
Non-investment grade	1,202		209		1,429		234
Total	$	31,117	$	4,888	$	29,511	$	4,056

Based on current facts and circumstances, the unrealized losses presented in the September 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. 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 September 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 $430 million, $394 million and $401 million as of September 30, 2023, December 31, 2022 and September 30, 2022 and are excluded from the estimate of expected credit losses and the amortized cost basis in the tables within this Note.


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

Allowance for credit losses:
Balance as of July 1, 2023	$	13	$	9	$	22
Additions to the allowance for credit losses:
Securities for which credit losses were not previously recorded	5				5
Available-for-sale securities accounted for as PCD assets	2				2

Reductions to the allowance for credit losses:


Write-offs charged against the allowance	15				15

Additional increases to the allowance for credit losses on securities that had an allowance recorded in a previous period			4		4
Total allowance for credit losses	$	5	$	13	$	18


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

Allowance for credit losses:
Balance as of July 1, 2022	$	—	$	5	$	5









Additional decreases to the allowance for credit losses on securities that had an allowance recorded in a previous period			(2)		(2)
Total allowance for credit losses	$	—	$	3	$	3



Nine months ended September 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	6		7		13
Available-for-sale securities accounted for as PCD assets	22				22

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
Write-offs charged against the allowance	15				15

Additional increases to the allowance for credit losses on securities that had an allowance recorded in a previous period	1		5		6
Total allowance for credit losses	$	5	$	13	$	18


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Nine months ended September 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		(7)		(6)
Total allowance for credit losses	$	—	$	3	$	3

Contractual Maturity

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


	September 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	$	1,137	$	1,096	$	1,012	$	1,001
Due after one year through five years	11,320		10,651		9,880		9,399
Due after five years through ten years	13,044		11,610		13,788		12,453
Due after ten years	16,863		14,497		16,352		14,774
Total	$	42,364	$	37,854	$	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.


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

DSCR ≥1.6x
LTV less than 55%			$	9	$	8	$	97	$	61	$	242	$	417
LTV 55% to 65%					5				8				13
LTV greater than 65%			31		11								42
DSCR 1.2x - 1.6x
LTV less than 55%	$	28	5				14		29		28		104
LTV 55% to 65%	15		36		36		24				32		143
LTV greater than 65%			65										65
DSCR ≤1.2x
LTV less than 55%	22		34										56
LTV 55% to 65%	10		41						43				94
LTV greater than 65%			27		21				41		7		96
Total	$	75	$	248	$	81	$	135	$	182	$	309	$	1,030


(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 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.


	September 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	$	152	$	4
Futures – short	159						$	169
Warrants	85		6				117		$	6
Interest rate swaps	240		18				240		19

Currency forwards	12				$	(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 September 30, 2023, commitments to purchase or fund were approximately $1.6 billion and to sell were approximately $65 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.


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

Fixed maturity securities:
Corporate bonds and other	$	159	$	22,214	$	945	$	23,318
States, municipalities and political subdivisions			6,993		41		7,034
Asset-backed			6,605		897		7,502
Fixed maturities available-for-sale	159		35,812		1,883		37,854
Fixed maturities trading	387		2				389
Total fixed maturities	$	546	$	35,814	$	1,883	$	38,243

Equity securities	$	605	$	427	$	23	$	1,055
Short term and other	3,773		35				3,808
Receivables			18				18

Payable to brokers	(87)						(87)

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 nine months ended September 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 September 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at September 30
2023	Balance, July 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, September 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	971			$	(36)	$	29			$	(19)					$	945			$	(36)
States, municipalities and political
subdivisions	43				(2)												41				(2)
Asset-backed	883		$	1	(28)		61				(13)				$	(7)	897				(28)
Fixed maturities available-for-sale	$	1,897	$	1	$	(66)	$	90	$	—	$	(32)	$	—	$	(7)	$	1,883	$	—	$	(66)



Equity securities	$	26	$	(1)					$	(2)							$	23	$	(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 September 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at September 30
2022	Balance, July 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, September 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	846	$	1	$	(50)	$	9			$	(4)					$	802			$	(51)
States, municipalities and political
subdivisions	46				(4)												42				(4)
Asset-backed	641		7		(38)		116				(14)		$	47	$	(43)	716				(38)
Fixed maturities available-for-sale	$	1,533	$	8	$	(92)	$	125	$	—	$	(18)	$	47	$	(43)	$	1,560	$	—	$	(93)



Equity securities	$	47	$	(7)											$	(10)	$	30	$	(7)


			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 September 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at September 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, September 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	810			$	(27)	$	178			$	(27)	$	11			$	945			$	(27)
States, municipalities and political
subdivisions	43				(2)												41				(2)
Asset-backed	788		$	10	(28)		203				(39)		23		$	(60)	897				(28)
Fixed maturities available-for-sale	$	1,641	$	10	$	(57)	$	381	$	—	$	(66)	$	34	$	(60)	$	1,883	$	—	$	(57)



Equity securities	$	35	$	(8)					$	(4)							$	23	$	(8)


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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 September 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at September 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, September 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	937	$	(1)	$	(203)	$	127	$	(5)	$	(63)	$	10			$	802			$	(203)
States, municipalities and political
subdivisions	56				(14)												42				(14)
Asset-backed	556		18		(122)		348		(2)		(54)		66		$	(94)	716				(121)
Fixed maturities available-for-sale	$	1,549	$	17	$	(339)	$	475	$	(7)	$	(117)	$	76	$	(94)	$	1,560	$	—	$	(338)



Equity securities	$	29	$	(7)			$	12	$	(3)	$	9			$	(10)	$	30	$	(8)

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.


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

Fixed maturity securities	$	1,359	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
September 30, 2023			Level 1	Level 2		Level 3		Total
(In millions)

Assets:
Other invested assets, primarily mortgage loans	$	995				$	929	$	929

Liabilities:
Short term debt	1,260			$	786	469		1,255
Long term debt	7,921			6,867		401		7,268

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 $94 million and $114 million for the three months ended September 30, 2023 and 2022 and $214 million and $171 million for the nine months ended September 30, 2023 and 2022. Catastrophe losses for the three and nine months ended September 30, 2023 were driven primarily by severe weather related events. Catastrophe losses for the three and nine months ended September 30, 2022 were driven primarily by severe weather related events, including $87 million for Hurricane Ian.


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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.


Nine Months Ended September 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	4,221		3,830
Increase (decrease) in provision for insured events of prior years	43		(4)
Amortization of discount	33		33
Total net incurred (b)	4,297		3,859

Net payments attributable to:
Current year events	(588)		(482)
Prior year events	(2,953)		(2,700)
Total net payments	(3,541)		(3,182)

Foreign currency translation adjustment and other	(30)		(383)

Net reserves, end of period	17,655		16,594
Ceded reserves, end of period	5,181		5,147
Gross reserves, end of period	$	22,836	$	21,741


(a)			In conjunction with the adoption of ASU 2018-12, 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 $7 million and $17 million was recorded for CNA’s commercial property and casualty operations (“Property & Casualty Operations”) for the three months ended September 30, 2023 and 2022 and favorable net prior year loss reserve development of $11 million and $66 million was recorded for the nine months ended September 30, 2023 and 2022. Unfavorable net prior year loss reserve development of $20 million was recorded for CNA’s operations outside of Property & Casualty Operations (“Other Insurance Operations”) for the three months ended September 30, 2023 and unfavorable net prior year loss reserve development of $55 million and $64 million was recorded for the nine months ended September 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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Medical professional liability			$	8	$	9	$	17
Other professional liability and management liability	$	17	9		16		22
Surety	(21)		(20)		(28)		(48)
Commercial auto					11		21
General liability					70		41
Workers’ compensation	(2)		(2)		(100)		(86)
Warranty	(2)		(13)		(11)		(22)
Property and other	1		1		22		(11)
Other insurance operations	20				55		64
Total pretax (favorable) unfavorable development	$	13	$	(17)	$	44	$	(2)

Three Months

2023

Unfavorable development in other professional liability and management liability was primarily due to higher than expected claim severity and frequency in CNA’s cyber and professional errors and omissions (“E&O”) businesses in multiple accident years.

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

Unfavorable development in other insurance operations was primarily driven by higher than expected frequency and severity in legacy mass tort abuse claims in older accident years.

2022

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

Nine Months

2023

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

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.

Unfavorable development in property and other was due to higher than expected large loss emergence in CNA’s professional liability business in accident year 2017.


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Unfavorable development in other insurance operations was primarily driven by higher than expected frequency and severity in legacy mass tort abuse claims in older accident years.

2022

Unfavorable development in medical professional liability was due to higher than expected large loss activity in recent accident years.

Unfavorable development in other professional liability and management liability was due to higher than expected claim severity and frequency in CNA’s cyber and professional E&O businesses in multiple accident years.

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.

Favorable development in warranty was due to lower than expected loss emergence in a recent accident year.

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 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 $17 million for the three months ended September 30, 2023 and 2022 and $38 million and $40 million for the nine months ended September 30, 2023 and 2022. As of September 30, 2023 and December 31, 2022, the cumulative amounts ceded under the LPT were $3.5 billion. The unrecognized deferred retroactive reinsurance benefit was $388 million and $425 million as of September 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 $2.3 billion as of September 30, 2023. In addition, Berkshire Hathaway Inc. guaranteed the payment


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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.

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.

The cash flow assumption updates for the third quarter of 2023 resulted in an $8 million pretax increase in the LFPB. Persistency updates were unfavorable due to revisions to lapse rates. Morbidity updates were favorable, driven by claim severity assumption updates, and there was a favorable impact from outperformance on premium rate assumptions. Adjusted to reflect the application of ASU 2018-12, the cash flow assumption updates for the third quarter of 2022 resulted in a $186 million pretax increase to the LFPB, primarily driven by the unfavorable impact of increased cost of care inflation offset by favorable premium rate assumptions.

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


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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.

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)	28		352
Effect of actual variances from expected experience (a)	(112)		(40)
Adjusted balance, January 1	3,835		4,167
Interest accrual	153		161
Net premiums: earned during period	(332)		(341)
Balance, end of period at original locked in discount rate	3,656		3,987
Effect of changes in discount rate	(67)		40
Balance, September 30	$	3,589	$	4,027

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)	36		538
Effect of actual variances from expected experience (a)	(45)		(21)
Adjusted balance, January 1	17,338		17,320
Interest accrual	723		730
Benefit & expense payments	(945)		(708)
Balance, end of period at original locked in discount rate	17,116		17,342
Effect of changes in discount rate	(873)		(134)
Balance, September 30	$	16,243	$	17,208


Net LFPB, September 30	$	12,654	$	13,181


(a)			As of September 30, 2023 and 2022, the re-measurement loss of $(75) million and $(205) 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.


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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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Earned premiums	$	112	$	118	$	340	$	356
Interest expense	191		192		570		569

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


	September 30,
	2023		2022
(In millions)

Expected future benefit and expense payments	$	33,217	$	34,496
Expected future gross premiums	5,557		6,034

Discounted expected future gross premiums at the upper-medium grade fixed income instrument yield discount rate were $3.7 billion and $4.1 billion as of September 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 September 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.


	September 30,				December 31,
	2023		2022		2022


Original locked in discount rate	5.24	%	5.28	%	5.27	%
Upper-medium grade fixed income instrument discount rate	5.78		5.39		5.23

For the three and nine months ended September 30, 2023, immediate charges to net income resulting from adverse development that caused the NPR to exceed 100% for certain cohorts were $109 million and $152 million. For each of the three and nine months ended September 30, 2022, immediate charges to net income resulting from adverse development that caused the NPR to exceed 100% for certain cohorts were $154 million.

For the three and nine months ended September 30, 2023, the portion of losses recognized in a prior period due to NPR exceeding 100% for certain cohorts which, due to favorable development, was reversed through net income were $26 million and $37 million. For the three and nine months ended September 30, 2022, the portion of losses recognized in a prior period due to NPR exceeding 100% for certain cohorts which, due to favorable development, was reversed through net income was less than $1 million and $1 million.


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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 nine months ended September 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, July 1, 2022, as reported	$	(7)	$	(1,721)	$	—	$	18	$	(625)	$	(175)	$	(2,510)
Cumulative effect adjustments from changes in accounting standards (Note 1), after tax of $0, $(108), $228, $0, $0 and $0			365		(768)								(403)
Balance, July 1, 2022, as adjusted	(7)		(1,356)		(768)		18		(625)		(175)		(2,913)
Other comprehensive income (loss) before reclassifications, after tax of $1, $487, $(265), $0, $0, and $0			(1,837)		994		6				(106)		(943)
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $0, $(11), $0, $(1), $(2) and $0	(2)		102				(2)		6				104
Other comprehensive income (loss)	(2)		(1,735)		994		4		6		(106)		(839)
Amounts attributable to noncontrolling interests	(1)		169		(104)				(1)		10		73
Balance, September 30, 2022	$	(10)	$	(2,922)	$	122	$	22	$	(620)	$	(271)	$	(3,679)

Balance, July 1, 2023	$	(16)	$	(2,238)	$	(163)	$	20	$	(609)	$	(154)	$	(3,160)
Other comprehensive income (loss) before reclassifications, after tax of $3, $295, $(217), $(2), $0 and $0	(9)		(1,105)		818		(1)				(55)		(352)
Reclassification of losses from accumulated other comprehensive loss, after tax of $(2), $(6), $0, $0, $(11) and $0	8		21						40				69
Other comprehensive income (loss)	(1)		(1,084)		818		(1)		40		(55)		(283)
Amounts attributable to noncontrolling interests	1		95		(69)				(1)		5		31
Purchase of CNA shares			(46)		(1)				(10)		(4)		(61)
Balance, September 30, 2023	$	(16)	$	(3,273)	$	585	$	19	$	(580)	$	(208)	$	(3,473)


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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 $1, $1,779, $(1,100), $3, $0 and $0	(5)		(6,721)		4,136		27				(189)		(2,752)
Reclassification of (gains) losses from accumulated other comprehensive loss, after tax of $1, $(15), $0, $0, $(5) and $0	(3)		117				1		18				133
Other comprehensive income (loss)	(8)		(6,604)		4,136		28		18		(189)		(2,619)
Amounts attributable to noncontrolling interests			673		(429)				(2)		18		260

Balance, September 30, 2022	$	(10)	$	(2,922)	$	122	$	22	$	(620)	$	(271)	$	(3,679)

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 $7, $235, $(180), $(1), $0 and $0	(25)		(880)		678		5				(4)		(226)
Reclassification of losses from accumulated other comprehensive loss, after tax of $(4), $(14), $0, $0, $(15) and $0	15		53						55				123
Other comprehensive income (loss)	(10)		(827)		678		5		55		(4)		(103)
Amounts attributable to noncontrolling interests	1		69		(56)				(3)				11
Purchase of CNA shares			(46)		(1)				(10)		(4)		(61)
Balance, September 30, 2023	$	(16)	$	(3,273)	$	585	$	19	$	(580)	$	(208)	$	(3,473)

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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Stock Purchases

Loews Corporation repurchased 11.9 million and 10.5 million shares of its common stock at aggregate costs of $711 million and $614 million during the nine months ended September 30, 2023 and 2022. Loews Corporation purchased 4.5 million shares of CNA’s common stock at an aggregate cost of $178 million during the nine months ended September 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 and in August of 2023, CNA completed a public offering of an additional $100 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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Non-insurance warranty – CNA Financial	$	407	$	399	$	1,221	$	1,173

Transportation and storage of natural gas and NGLs and other services – Boardwalk Pipelines	$	347	$	329	$	1,083	$	1,013
Lodging and related services – Loews Hotels & Co	190		171		577		507


Total revenues from contracts with customers	537		500		1,660		1,520
Other revenues	22		33		68		87
Operating revenues and other	$	559	$	533	$	1,728	$	1,607

Receivables from contracts with customers – As of September 30, 2023 and December 31, 2022, receivables from contracts with customers were approximately $194 million and $168 million and are included within Receivables on the Consolidated Condensed Balance Sheets.

Deferred revenue – As of September 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 $905 million and $1.0 billion of revenues recognized during the nine months ended September 30, 2023 and 2022 were included in deferred revenue as of December 31, 2022 and 2021.

Performance obligations – As of September 30, 2023, approximately $14.0 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 other hydrocarbons (“NGLs”) at Boardwalk Pipelines and non-insurance warranty revenue at CNA. Approximately $0.8 billion will be recognized during


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the remaining three months of 2023, $2.6 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.

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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
(In millions)

Service cost	$	1	$	1	$	2	$	2
Interest cost	28		20		84		57
Expected return on plan assets	(32)		(41)		(96)		(124)
Amortization of unrecognized net loss	9		8		27		24

Settlements	47				48		2
Regulatory asset decrease			(1)				1
Net periodic (benefit) cost	$	53	$	(13)	$	65	$	(38)

During the third quarter of 2023, the Company terminated a non-contributory defined benefit plan through lump sum settlement payments to certain participants and the transfer of the remaining liability to a third party insurance company through the purchase of group annuity contracts. The Company recorded a settlement expense of $47 million ($37 million after-tax) to recognize unrealized losses which were previously included in AOCI.


	Other Postretirement Benefits
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
(In millions)


Interest cost					$	1	$	1
Expected return on plan assets	$	(1)			(2)		(1)
Amortization of unrecognized net loss	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.


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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.

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 was completed in September 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 September 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 September 30, 2023	CNA Financial		Boardwalk Pipelines		Loews Hotels & Co		Corporate		Total
(In millions)

Revenues:

Insurance premiums	$	2,406							$	2,406
Net investment income	553		$	6	$	2	$	31	592
Investment losses	(38)								(38)
Non-insurance warranty revenue	407								407
Operating revenues and other	8		357		194				559
Total	3,336		363		196		31		3,926

Expenses:

Insurance claims and policyholders’ benefits	1,826								1,826
Amortization of deferred acquisition costs	426								426
Non-insurance warranty expense	386								386
Operating expenses and other	338		258		195		69		860
Equity method (income) loss					(26)		4		(22)
Interest	34		39		3		18		94
Total	3,010		297		172		91		3,570
Income (loss) before income tax	326		66		24		(60)		356
Income tax (expense) benefit	(68)		(17)		(7)		12		(80)
Net income (loss)	258		49		17		(48)		276
Amounts attributable to noncontrolling interests	(23)								(23)
Net income (loss) attributable to Loews Corporation	$	235	$	49	$	17	$	(48)	$	253


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

Revenues:

Insurance premiums	$	2,221							$	2,221
Net investment income (loss)	422		$	1			$	(19)	404
Investment losses	(96)								(96)
Non-insurance warranty revenue	399								399
Operating revenues and other	11		338		$	180	4		533
Total	2,957		339		180		(15)		3,461

Expenses:

Insurance claims and policyholders’ benefits	1,880								1,880
Amortization of deferred acquisition costs	383								383
Non-insurance warranty expense	371								371
Operating expenses and other	346		250		183		16		795
Equity method (income) loss					(36)		1		(35)
Interest	28		42		(1)		23		92
Total	3,008		292		146		40		3,486
Income (loss) before income tax	(51)		47		34		(55)		(25)
Income tax (expense) benefit	9		(13)		(9)		11		(2)
Net income (loss)	(42)		34		25		(44)		(27)
Amounts attributable to noncontrolling interests	5								5
Net income (loss) attributable to Loews Corporation	$	(37)	$	34	$	25	$	(44)	$	(22)


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

Revenues:

Insurance premiums	$	7,001							$	7,001
Net investment income	1,653		$	11	$	4	$	84	1,752
Investment gains (losses)	(105)				46				(59)
Non-insurance warranty revenue	1,221								1,221
Operating revenues and other	22		1,114		592				1,728
Total	9,792		1,125		642		84		11,643

Expenses:

Insurance claims and policyholders’ benefits	5,258								5,258
Amortization of deferred acquisition costs	1,208								1,208
Non-insurance warranty expense	1,154								1,154
Operating expenses and other	1,021		751		572		105		2,449
Equity method (income) loss					(98)		9		(89)
Interest	93		117		9		61		280
Total	8,734		868		483		175		10,260
Income (loss) before income tax	1,058		257		159		(91)		1,383
Income tax (expense) benefit	(220)		(66)		(44)		15		(315)
Net income (loss)	838		191		115		(76)		1,068
Amounts attributable to noncontrolling interests	(80)								(80)
Net income (loss) attributable to Loews Corporation	$	758	$	191	$	115	$	(76)	$	988


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

Revenues:

Insurance premiums	$	6,435							$	6,435
Net investment income (loss)	1,302		$	1	$	(1)	$	(100)	1,202
Investment losses	(166)								(166)
Non-insurance warranty revenue	1,173								1,173
Operating revenues and other	24		1,044		533		6		1,607
Total	8,768		1,045		532		(94)		10,251

Expenses:

Insurance claims and policyholders’ benefits	4,959								4,959
Amortization of deferred acquisition costs	1,101								1,101
Non-insurance warranty expense	1,092								1,092
Operating expenses and other	1,001		698		520		58		2,277
Equity method (income) loss					(115)		4		(111)
Interest	84		126		7		67		284
Total	8,237		824		412		129		9,602
Income (loss) before income tax	531		221		120		(223)		649
Income tax (expense) benefit	(88)		(57)		(36)		44		(137)
Net income (loss)	443		164		84		(179)		512
Amounts attributable to noncontrolling interests	(45)								(45)
Net income (loss) attributable to Loews Corporation	$	398	$	164	$	84	$	(179)	$	467


(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			43
Results of Operations			44
Consolidated Financial Results			44
CNA Financial			45
Boardwalk Pipelines			54
Loews Hotels & Co			56
Corporate			58
Liquidity and Capital Resources			59
Parent Company			59
Subsidiaries			59
Investments			60
Critical Accounting Estimates			66
Accounting Standards Update			66
Forward-Looking Statements			67

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 subsidiaries, the terms “Parent Company,” “we,” “our,” “us” or like terms mean Loews Corporation excluding its subsidiaries and the term “Net income (loss) attributable to Loews Corporation” means Net income (loss) attributable to Loews Corporation shareholders.

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 nine months ended September 30, 2023 and 2022:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions, except per share data)

CNA Financial (a)	$	235	$	(37)	$	758	$	398
Boardwalk Pipelines	49		34		191		164
Loews Hotels & Co	17		25		115		84
Corporate	(48)		(44)		(76)		(179)

Net income (loss) attributable to Loews Corporation	$	253	$	(22)	$	988	$	467

Basic net income (loss) per share	$	1.12	$	(0.09)	$	4.32	$	1.91

Diluted net income (loss) per share (a)	$	1.12	$	(0.09)	$	4.31	$	1.90


(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 September 30, 2023 was $253 million, or $1.12 per share, compared to net loss of $22 million, or $0.09 per share in the comparable 2022 period. Net income attributable to Loews Corporation for the nine months ended September 30, 2023 was $988 million, or $4.31 per share, compared to $467 million, or $1.90 per share in the comparable 2022 period. Corporate includes a $37 million after-tax charge for the termination of a non-contributory defined benefit pension plan for the three and nine months ended September 30, 2023. Loews Hotels & Co includes a $36 million after-tax gain related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property for the nine months ended September 30, 2023.

The increase in net income attributable to Loews Corporation in the third quarter of 2023 as compared to the comparable 2022 period was driven by improved results at CNA due to higher net investment income, lower investment losses, higher underlying underwriting income, and a significantly lower unfavorable impact from long-term care annual reserve reviews performed in the third quarter of each year. Additionally the parent company posted higher investment returns on equity securities and short-term investments.

Results drivers for the nine months ended September 30, 2023 as compared to the comparable 2022 period are consistent with the three-month period discussed above.


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CNA Financial

The following table summarizes the results of operations for CNA for the three and nine months ended September 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				Nine Months Ended
	September 30,				September 30,
	2023		2022 (a)		2023		2022 (a)

(In millions)

Revenues:
Insurance premiums	$	2,406	$	2,221	$	7,001	$	6,435
Net investment income	553		422		1,653		1,302
Investment losses	(38)		(96)		(105)		(166)
Non-insurance warranty revenue	407		399		1,221		1,173
Other revenues	8		11		22		24
Total	3,336		2,957		9,792		8,768
Expenses:
Insurance claims and policyholders’ benefits	1,826		1,880		5,258		4,959
Amortization of deferred acquisition costs	426		383		1,208		1,101
Non-insurance warranty expense	386		371		1,154		1,092
Other operating expenses	338		346		1,021		1,001
Interest	34		28		93		84
Total	3,010		3,008		8,734		8,237
Income (loss) before income tax	326		(51)		1,058		531
Income tax (expense) benefit	(68)		9		(220)		(88)
Net income (loss)	258		(42)		838		443
Amounts attributable to noncontrolling interests	(23)		5		(80)		(45)
Net income (loss) attributable to Loews Corporation	$	235	$	(37)	$	758	$	398


(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 September 30, 2023 Compared to the Comparable 2022 Period

Net income attributable to Loews Corporation increased $272 million for the three months ended September 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 a decrease in net losses on fixed maturity securities, improved underlying underwriting income and lower catastrophe losses. Catastrophe losses were $94 million ($67 million after tax and noncontrolling interests) for the three months ended September 30, 2023 as compared with $114 million ($80 million after tax and noncontrolling interests) in the comparable 2022 period. Net income for the three months ended September 30, 2022 also included a $186 million ($131 million after tax and noncontrolling interests) increase to long term care reserves primarily driven by the unfavorable impact of increased cost of care inflation offset by favorable premium rate assumptions. These increases to net income were partially offset by unfavorable net prior year loss reserve development for the three months ended September 30, 2023 as compared with favorable net prior year loss reserve development for the comparable 2022 period.


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Nine Months Ended September 30, 2023 Compared to the Comparable 2022 Period

Net income attributable to Loews Corporation increased $360 million for the nine months ended September 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 and lower investment losses driven by the favorable relative change in fair value of non-redeemable preferred stock and improved underlying underwriting income. Net income for the nine months ended September 30, 2022 also included a $186 million ($131 million after tax and noncontrolling interests) increase to long term care reserves primarily driven by the unfavorable impact of increased cost of care inflation offset by favorable premium rate assumptions. These increases to net income were partially offset by higher catastrophe losses and unfavorable net prior year loss reserve development for the nine months ended September 30, 2023 as compared with favorable net prior year loss reserve development for the comparable 2022 period. Catastrophe losses were $214 million ($152 million after tax and noncontrolling interests) for the nine months ended September 30, 2023 as compared with $171 million ($121 million after tax and noncontrolling interests) in the comparable 2022 period.

Results for the three and nine months ended September 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 nine months ended September 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


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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.

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


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

Gross written premiums	$	1,775		$	1,343		$	306		$	3,424
Gross written premiums excluding third-party captives	949			1,340			306			2,595
Net written premiums	825			1,071			282			2,178
Net earned premiums	829			1,170			296			2,295
Underwriting gain	83			13			35			131
Net investment income	136			156			26			318
Core income	178			133			40			351

Other performance metrics:
Loss ratio excluding catastrophes and development	58.6		%	61.5		%	57.9		%	60.0		%
Effect of catastrophe impacts				7.4			2.3			4.1
Effect of development-related items	(0.6)									(0.2)
Loss ratio	58.0		%	68.9		%	60.2		%	63.9		%
Expense ratio	31.8			29.5			28.1			30.1
Dividend ratio	0.3			0.5						0.3
Combined ratio	90.1		%	98.9		%	88.3		%	94.3		%
Combined ratio excluding catastrophes and development	90.7		%	91.5		%	86.0		%	90.4		%

Rate	1		%	8		%	2		%	5		%
Renewal premium change	2			9			7			6
Retention	87			83			84			84
New business	$	121		$	292		$	62		$	475


Three Months Ended September 30, 2022

Gross written premiums	$	1,890		$	1,187		$	288		$	3,365
Gross written premiums excluding third-party captives	958			1,184			288			2,430
Net written premiums	840			962			258			2,060
Net earned premiums	810			1,023			270			2,103
Underwriting gain (loss)	92			(23)			15			84
Net investment income	102			112			16			230
Core income	161			80			19			260

Other performance metrics:
Loss ratio excluding catastrophes and development	58.4		%	61.5		%	58.6		%	59.9		%
Effect of catastrophe impacts	0.2			10.0			4.1			5.5
Effect of development-related items	(1.9)									(0.8)
Loss ratio	56.7		%	71.5		%	62.7		%	64.6		%
Expense ratio	31.7			29.9			31.7			30.8
Dividend ratio	0.3			0.5						0.4
Combined ratio	88.7		%	101.9		%	94.4		%	95.8		%
Combined ratio excluding catastrophes and development	90.4		%	91.9		%	90.3		%	91.1		%

Rate	5		%	4		%	6		%	5		%
Renewal premium change	6			7			15			8
Retention	88			86			83			86
New business	$	130		$	246		$	79		$	455


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Nine Months Ended September 30, 2023	Specialty			Commercial			International			Total
(In millions, except %)

Gross written premiums	$	5,324		$	4,504		$	1,125		$	10,953
Gross written premiums excluding third-party captives	2,796			4,384			1,125			8,305
Net written premiums	2,438			3,588			912			6,938
Net earned premiums	2,438			3,336			888			6,662
Underwriting gain	237			96			66			399
Net investment income	407			470			74			951
Core income	526			443			102			1,071

Other performance metrics:
Loss ratio excluding catastrophes and development	58.5		%	61.5		%	57.8		%	59.9		%
Effect of catastrophe impacts				5.7			2.7			3.2
Effect of development-related items	(0.3)			(0.2)			1.7
Loss ratio	58.2		%	67.0		%	62.2		%	63.1		%
Expense ratio	31.9			29.6			30.3			30.6
Dividend ratio	0.2			0.5						0.3
Combined ratio	90.3		%	97.1		%	92.5		%	94.0		%
Combined ratio excluding catastrophes and development	90.6		%	91.6		%	88.1		%	90.8		%

Rate	1		%	8		%	4		%	5		%
Renewal premium change	2			10			7			7
Retention	88			85			83			85
New business	$	349		$	945		$	239		$	1,533


Nine Months Ended September 30, 2022

Gross written premiums	$	5,640		$	3,824		$	1,033		$	10,497
Gross written premiums excluding third-party captives	2,816			3,711			1,033			7,560
Net written premiums	2,443			3,097			839			6,379
Net earned premiums	2,376			2,901			803			6,080
Underwriting gain	273			94			58			425
Net investment income	305			343			44			692
Core income	485			350			63			898

Other performance metrics:
Loss ratio excluding catastrophes and development	58.6		%	61.5		%	58.6		%	60.0		%
Effect of catastrophe impacts	0.1			5.0			2.7			2.8
Effect of development-related items	(1.4)			(0.5)			(0.6)			(0.9)
Loss ratio	57.3		%	66.0		%	60.7		%	61.9		%
Expense ratio	31.0			30.1			32.1			30.8
Dividend ratio	0.2			0.5						0.3
Combined ratio	88.5		%	96.6		%	92.8		%	93.0		%
Combined ratio excluding catastrophes and development	89.8		%	92.1		%	90.7		%	91.1		%

Rate	7		%	5		%	7		%	6		%
Renewal premium change	8			8			11			8
Retention	86			86			79			85
New business	$	407		$	754		$	245		$	1,406


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

Gross written premiums, excluding third-party captives, for Specialty decreased $9 million for the three months ended September 30, 2023 as compared with the comparable 2022 period driven by lower new business and rate. Net written premiums for Specialty decreased $15 million for the three months ended September 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the three months ended September 30, 2023 was consistent with the trend in net written premiums in recent quarters for Specialty.

Gross written premiums for Commercial increased $156 million for the three months ended September 30, 2023 as compared with the comparable 2022 period driven by rate and higher new business. Net written premiums for Commercial increased $109 million for the three months ended September 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the three months ended September 30, 2023 was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International increased $18 million, or $12 million excluding the effect of foreign currency exchange rates, for the three months ended September 30, 2023 as compared with the comparable 2022 period driven by favorable renewal premium change and retention. Net written premiums for International increased $24 million, or $17 million excluding the effect of foreign currency exchange rates, for the three months ended September 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the three months ended September 30, 2023 was consistent with the trend in net written premiums for International.

Core income for Property & Casualty Operations increased $91 million for the three months ended September 30, 2023 as compared with the comparable 2022 period primarily due to higher net investment income, improved underlying underwriting income and lower catastrophe losses partially offset by lower favorable net prior year loss reserve development.

Total catastrophe losses for Property & Casualty Operations were $94 million for the three months ended September 30, 2023 as compared with $114 million for the comparable 2022 period. For the three months ended September 30, 2023 and 2022, Specialty had no catastrophe losses and catastrophe losses of $1 million, Commercial had catastrophe losses of $87 million and $103 million and International had catastrophe losses of $7 million and $10 million.

Favorable net prior year loss reserve development for Property & Casualty Operations of $7 million and $17 million was recorded for the three months ended September 30, 2023 and 2022. For the three months ended September 30, 2023 and 2022, Specialty recorded favorable net prior year loss reserve development of $5 million and $15 million, Commercial recorded favorable net prior year loss reserve development of $2 million for each period and International recorded no net prior year loss reserve development. 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 1.4 points for the three months ended September 30, 2023 as compared with the comparable 2022 period largely due to a 1.3 point increase in the loss ratio. The increase in the loss ratio was primarily driven by lower favorable net prior year loss reserve development.

Commercial’s combined ratio improved 3.0 points for the three months ended September 30, 2023 as compared with the comparable 2022 period due to a 2.6 point improvement in the loss ratio and a 0.4 point improvement in the expense ratio. The improvement in the loss ratio was due to lower catastrophe losses, which were 7.4 points of the loss ratio for the three months ended September 30, 2023, as compared with 10.0 points of the loss ratio in the comparable 2022 period. The improvement in the expense ratio was driven by higher net earned premiums, partially offset by higher employee related and acquisition costs.

International’s combined ratio improved 6.1 points for the three months ended September 30, 2023 as compared with the comparable 2022 period due to a 3.6 point improvement in the expense ratio and a 2.5 point improvement in the loss ratio. The improvement in the expense ratio was driven by a 4.7 point favorable reinsurance acquisition related catch-up adjustment and higher net earned premiums partially offset by higher employee related costs. The improvement in the loss ratio was driven by lower catastrophe losses, which were 2.3 points of the loss ratio for the three months ended September 30, 2023, as compared with 4.1 points of the loss ratio in the comparable 2022 period.


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Nine Months Ended September 30, 2023 Compared to the Comparable 2022 Period

Gross written premiums, excluding third-party captives, for Specialty decreased $20 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period driven by lower new business and rate. Net written premiums for Specialty decreased $5 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the nine months ended September 30, 2023 was consistent with the trend in net written premiums in recent quarters for Specialty.

Gross written premiums for Commercial increased $680 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period driven by rate and higher new business. Net written premiums for Commercial increased $491 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the nine months ended September 30, 2023 was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International increased $92 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period. Excluding the effect of foreign currency exchange rates, gross written premiums increased $111 million driven by favorable renewal premium change and retention. Net written premiums for International increased $73 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period. Excluding the effect of foreign currency exchange rates, net written premiums increased $83 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period. The increase in net earned premiums for the nine months ended September 30, 2023 was consistent with the trend in net written premiums for International.

Core income for Property & Casualty Operations increased $173 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period primarily due to higher net investment income and improved underlying underwriting income, partially offset by lower favorable net prior year loss reserve development and higher catastrophe losses.

Total catastrophe losses for Property & Casualty Operations were $214 million for the nine months ended September 30, 2023 as compared with $171 million for the comparable 2022 period. For the nine months ended September 30, 2023 and 2022, Specialty had no catastrophe losses and catastrophe losses of $2 million, Commercial had catastrophe losses of $190 million and $148 million and International had catastrophe losses of $24 million and $21 million.

Favorable net prior year loss reserve development for Property & Casualty Operations of $11 million and $66 million was recorded for the nine months ended September 30, 2023 and 2022. For the nine months ended September 30, 2023 and 2022, Specialty recorded favorable net prior year loss reserve development of $9 million and $35 million, Commercial recorded favorable net prior year loss reserve development of $17 million and $26 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 1.8 points for the nine months ended September 30, 2023 as compared with the comparable 2022 period due to a 0.9 point increase in the expense ratio and a 0.9 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 0.5 points for the nine months ended September 30, 2023 as compared with the comparable 2022 period due to a 1.0 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 5.7 points of the loss ratio for the nine months ended September 30, 2023, as compared with 5.0 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 improved 0.3 points for the nine months ended September 30, 2023 as compared with the comparable 2022 period due to a 1.8 point improvement in the expense ratio, partially offset by a 1.5 point increase in the loss ratio. The improvement in the expense ratio was driven by a 1.3 point favorable reinsurance acquisition related catch-up adjustment and higher net earned premiums partially offset by higher employee related costs. The increase in the loss ratio was driven by unfavorable net prior period loss reserve development of $15 million recorded for the nine months ended September 30, 2023 as compared with favorable net prior year loss reserve development of $5 million recorded in the comparable 2022 period. Catastrophe losses were 2.7 points of the loss ratio for each of the nine months ended September 30, 2023 and 2022.


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Other Insurance Operations

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Net earned premiums	$	112	$	118	$	340	$	356
Net investment income	235		192		702		610
Core loss (a)	(62)		(217)		(149)		(327)


(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 nine months ended September 30, 2022 was adjusted by $(170) million and $(203) 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 September 30, 2023 Compared to the Comparable 2022 Period

Core results for Other Insurance Operations improved $155 million for the three months ended September 30, 2023 as compared with the comparable 2022 period. Both periods are inclusive of cash flow assumption updates as a result of the annual long-term care reserve reviews completed in the third quarter of each year. Results for the prior year quarter have been adjusted to reflect the application of ASU 2018-12 and include an unfavorable impact from cash flow assumption updates in 2022.

The cash flow assumption updates for the three months ended September 30, 2023 resulted in an $8 million pretax increase in long term care reserves. Adjusted to reflect the application of ASU 2018-12, the cash flow assumption updates for the three months ended September 30, 2022 resulted in a $186 million pretax increase to long term care reserves, primarily driven by the unfavorable impact of increased cost of care inflation offset by favorable premium rate assumptions.

The annual structured settlement reserve review resulted in a pretax reduction in claim reserves of $6 million and $5 million for the three months ended September 30, 2023 and 2022.

Core results for the three months ended September 30, 2023 also included higher net investment income as compared with the comparable 2022 period, partially offset by a $16 million charge for the three months ended September 30, 2023 related to unfavorable net prior year loss reserve development largely associated with legacy mass tort claims as compared with no charge 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.

Nine Months Ended September 30, 2023 Compared to the Comparable 2022 Period

Core results for Other Insurance Operations improved $178 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period primarily due to the annual reserve reviews performed in the third quarter of each year partially offset by long term care policy buyouts. Policy buyouts generally result in an unfavorable impact on core results, as the cash payments are linked to higher statutory reserve levels. CNA expects to continue offering policy buyouts for the remainder of 2023 and into future years.

Core results for the nine months ended September 30, 2023 also included higher net investment income and lower unfavorable net period year loss reserve development associated with legacy mass tort claims as compared with 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.


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Impact of Office Consolidation on Fourth Quarter 2023 Results

In the fourth quarter of 2023, CNA committed to consolidate some of its offices, which include its principal executive offices. As a result of the consolidation, a pretax charge of approximately $24 million is anticipated to be recorded in the fourth quarter of 2023 in Other Insurance Operations.

Future Policy Benefit Reserves

Annually in the third quarter, an 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 liability for future policyholder benefits (“LFPB”). Further information on the reserving process is included in Note 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

The table below summarizes the estimated pretax impact on CNA’s results of operations from various hypothetical revisions to its LFPB reserve assumptions. CNA has assumed that revisions to such assumptions would occur in each policy type, age and duration within each policy group. The impact of each sensitivity is discrete and does not reflect the impact one factor may have on another or the mitigating impact from management actions, which may include additional future premium rate increases. Although such hypothetical revisions are not currently required or anticipated, CNA believes they could occur based on past variances in experience and its expectations of the ranges of future experience that could reasonably occur. Any actual adjustment would be dependent on the specific policies affected and, therefore, may differ from the estimates summarized below. The estimated impacts to results of operations in the table below are after consideration of any net premium ratio impacts.


September 30, 2023	Estimated Reduction to Pretax Income
(In millions)

Hypothetical revisions
Morbidity:
2.5% increase in morbidity	$	275
5% increase in morbidity	600
Persistency:
5% decrease in active life mortality and lapse	$	150
10% decrease in active life mortality and lapse	300
Premium rate actions:
25% decrease in anticipated future premium rate increases	$	25
50% decrease in anticipated future premium rate increases	50

The following table summarizes policyholder reserves for CNA’s long term care operations:


September 30, 2023	Claim and claim adjustment expenses		Future policy benefits		Total
(In millions)

Long term care			$	12,654	$	12,654
Structured settlement annuities and other	$	552			552
Total	552		12,654		13,206
Ceded reserves	97				97
Total gross reserves	$	649	$	12,654	$	13,303


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December 31, 2022	Claim and claim adjustment expenses		Future policy benefits		Total
(In millions)




Long term care (a)(b)			$	13,480	$	13,480
Structured settlement annuities and other	$	594			594
Total	594		13,480		14,074
Ceded reserves	101				101
Total gross reserves	$	695	$	13,480	$	14,175


(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.
(b)			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 expenses to Future policy benefits. This change was applied retrospectively as of January 1, 2021.

As part of the annual reserve reviews, statutory long term care reserve adequacy is evaluated by premium deficiency testing, by comparing carried statutory reserves with best-estimate reserves, which incorporates best estimate discount rate and liability assumptions in its determination. Statutory margin is the excess of carried reserves over best estimate reserves. As of September 30, 2023, statutory long term care margin increased to $1.3 billion, primarily driven by a more favorable interest rate environment resulting in a higher yielding investment portfolio.


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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 nine months ended September 30, 2023 and 2022:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Net income (loss) attributable to Loews Corporation (a)	$	235	$	(37)	$	758	$	398
Investment losses	31		84		84		127
Consolidation adjustments including noncontrolling interests (a)	23		(4)		80		46
Total core income	$	289	$	43	$	922	$	571

Core income (loss):
Property & Casualty Operations	$	351	$	260	1,071		$	898
Other Insurance Operations (a)	(62)		(217)		(149)		(327)
Total core income	$	289	$	43	$	922	$	571


(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 nine months ended September 30, 2022 was adjusted by $(170) million and $(203) 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 nine months ended September 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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Revenues:
Operating revenues and other	$	357	$	339	$	1,114	$	1,045
Interest income	6				11
Total	363		339		1,125		1,045
Expenses:
Operating and other:
Operating costs and expenses	155		147		445		401
Depreciation and amortization	103		103		306		297
Interest	39		42		117		126
Total	297		292		868		824
Income before income tax	66		47		257		221
Income tax expense	(17)		(13)		(66)		(57)
Net income attributable to Loews Corporation	$	49	$	34	$	191	$	164

EBITDA	$	202	$	192	$	669	$	644

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

Net income attributable to Loews Corporation and EBITDA increased $15 million and $10 million for the three months ended September 30, 2023 as compared with the comparable 2022 period.

Total revenues increased $24 million for the three months ended September 30, 2023 as compared with the comparable 2022 period, due to higher operating revenues. Including fuel and transportation expenses, operating revenues increased $16 million, primarily driven by an increase in transportation revenues of $14 million due to re-contracting at higher rates, higher natural gas liquids and other hydrocarbons (referred to together as “NGLs”) transportation revenues and recently completed growth projects, as well as a $7 million increase in storage, parking and lending revenues due to favorable market conditions.

Operating costs and expenses increased $8 million for the three months ended September 30, 2023 as compared with the comparable 2022 period. Excluding expenses offset with operating revenues, operating costs and expenses increased $6 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.

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

Nine Months Ended September 30, 2023 Compared to the Comparable 2022 Period

Net income attributable to Loews Corporation and EBITDA increased $27 million and $25 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period.

Total revenues increased $80 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period. This increase was primarily due to operating revenues, which increased $69 million, primarily driven by an increase in transportation revenues of $60 million primarily due to re-contracting at higher rates and recently completed growth projects as well as a $20 million increase in storage, parking and lending revenues due to favorable market conditions, partially offset by lower product sales of $9 million. In addition, interest income increased $11 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period.

Operating costs and expenses increased $44 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period, 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.


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Depreciation and amortization expenses increased $9 million for the nine months ended September 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 $9 million for the nine months ended September 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 nine months ended September 30, 2023 and 2022:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)


Net income attributable to Loews Corporation	$	49	$	34	$	191	$	164
Interest, net	33		42		106		126
Income tax expense	17		13		66		57
Depreciation and amortization	103		103		306		297
EBITDA	$	202	$	192	$	669	$	644

Loews Hotels & Co

The following table summarizes the results of operations for Loews Hotels & Co for the three and nine months ended September 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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Revenues:
Operating revenue	$	160	$	149	$	497	$	440
Gain on acquisition of a joint venture					46

Revenues related to reimbursable expenses	36		31		99		92
Total	196		180		642		532
Expenses:
Operating and other:
Operating	141		128		413		359
Asset impairments			8		9		22
Reimbursable expenses	36		31		99		92
Depreciation and amortization expense	18		16		51		47
Equity income from joint ventures	(26)		(36)		(98)		(115)
Interest	3		(1)		9		7
Total	172		146		483		412
Income before income tax	24		34		159		120
Income tax expense	(7)		(9)		(44)		(36)
Net income attributable to Loews Corporation	$	17	$	25	$	115	$	84

Net income attributable to Loews Corporation decreased $8 million and increased $31 million for the three and nine months ended September 30, 2023 as compared with the comparable 2022 periods primarily due to the reasons discussed below.

Operating revenues improved by $11 million and $57 million and operating expenses increased by $13 million and $54 million for the three and nine months ended September 30, 2023 as compared with the comparable 2022 periods. The increase in operating revenues was driven by consolidating the results of a property previously accounted for under the equity method and a higher overall occupancy level at owned hotels. The increase in operating expenses was largely due to consolidating the results of a property previously accounted for under the equity method in addition to increased staffing costs and higher property taxes.

The nine months ended September 30, 2023 includes a gain of $46 million ($36 million after tax) related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property.

Equity income from joint ventures decreased $10 million and $17 million for the three and nine months ended September 30, 2023 as compared with the comparable 2022 periods. The overall occupancy level at joint venture properties was lower in 2023 compared to the comparable prior year periods. Average daily rates increased nominally for the nine months ended September 30, 2023, but declined for the three months ended September 30, 2023, compared to the comparable prior year periods. Expenses at joint venture properties have increased in 2023 compared to 2022, largely due to increased staffing costs, as well as higher property insurance, property taxes and interest costs.

The nine months ended September 30, 2023 includes impairment charges of $9 million and the three and nine months ended September 30, 2022 include impairment charges of $8 million and $22 million to reduce the carrying value of assets to their estimated fair value.

Interest expense increased $4 million and $2 million for the three and nine months ended September 30, 2023 as compared with the comparable 2022 periods due primarily to consolidating the results of a property in the three and nine months ended September 30, 2023 that was previously accounted for under the equity method, and lower favorable impact of interest rate caps, offset by the increase in capitalized interest on projects under development.


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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 nine months ended September 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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Revenues:
Net investment income (loss)	$	31	$	(19)	$	84	$	(100)

Operating revenues and other			4				6
Total	31		(15)		84		(94)
Expenses:
Operating and other	69		16		105		58
Equity method loss	4		1		9		4
Interest	18		23		61		67
Total	91		40		175		129
Loss before income tax	(60)		(55)		(91)		(223)
Income tax benefit	12		11		15		44
Net loss attributable to Loews Corporation	$	(48)	$	(44)	$	(76)	$	(179)

Net investment income for the Parent Company was $31 million and $84 million for the three and nine months ended September 30, 2023 as compared with net investment losses of $19 million and $100 million in the comparable 2022 periods, primarily due to the favorable change in the fair value of equity based investments and improved results from short term investments and fixed maturity securities in the trading portfolio.

Operating and other expenses increased by $53 million and $47 million for the three and nine months ended September 30, 2023 as compared with the comparable 2022 periods. These increases were primarily due to a settlement expense of $47 million in the third quarter of 2023 to recognize unrealized losses, which were included in AOCI, due to the termination of a non-contributory defined benefit plan. For additional information see Note 10 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Interest expenses decreased by $5 million and $6 million for the three and nine months ended September 30, 2023 as compared with the comparable 2022 periods due to the retirement of the Parent Company’s $500 million aggregate principal amount of its 2.6% senior notes in May of 2023.


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LIQUIDITY AND CAPITAL RESOURCES

Parent Company

Parent Company cash and investments, net of receivables and payables, totaled $2.3 billion at September 30, 2023 as compared to $3.2 billion at December 31, 2022. During the nine months ended September 30, 2023, we received $602 million in cash dividends from CNA, including a special cash dividend of $293 million. Cash outflows during the nine months ended September 30, 2023 included the payment of $709 million to fund treasury stock purchases, $500 million to retire at maturity the outstanding aggregate principal amount of our 2.6% senior notes, $43 million of cash dividends to our shareholders, $178 million to purchase common shares of CNA and equity contributions of $38 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 nine months ended September 30, 2023, we purchased 11.9 million shares of Loews Corporation common stock and 4.5 million shares of CNA’s common stock. As of October 27, 2023, there were 223,250,642 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 $1.8 billion for the nine months ended September 30, 2023 as compared with $2.0 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 of $160 million and lower distributions from limited partnerships, partially offset by an increase in premiums collected.

CNA paid cash dividends of $2.46 per share on its common stock, including a special cash dividend of $1.20 per share, during the nine months ended September 30, 2023. On October 27, 2023, CNA’s Board of Directors declared a quarterly cash dividend of $0.42 per share payable November 30, 2023 to shareholders of record on November 13, 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 September 30, 2023, CCC was in a positive earned surplus position. CCC paid dividends of $770 million and $845 million during the nine months ended September 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.

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.


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Boardwalk Pipelines’ cash provided by operating activities increased $48 million for the nine months ended September 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.

For the nine months ended September 30, 2023 and 2022, Boardwalk Pipelines’ capital expenditures were $232 million and $208 million, consisting of growth capital expenditures of $137 million and $122 million and maintenance capital expenditures of $95 million and $79 million. During the nine months ended September 30, 2022, Boardwalk Pipelines also spent $7 million on natural gas to be used in its integrated natural gas pipeline system. During the nine months ended September 30, 2023, Boardwalk Pipelines purchased Williams Olefins Pipeline Holdco LLC (“Bayou Ethane”) for $348 million in cash. For further information, see Note 2 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

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. During the third quarter of 2023, Boardwalk Pipelines filed a $1.5 billion shelf registration statement with the SEC, which was declared effective in September of 2023, under which it may publicly issue debt securities, warrants or rights from time to time. As of September 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 September 30, 2023, Loews Hotels & Co, through its subsidiaries, had $464 million in mortgage loans that mature within twelve months. Loews Hotels & Co currently intends to exercise options to extend or refinance these loans prior to maturity. Extending or refinancing any indebtedness, including loans of unconsolidated joint venture partnerships, may require Loews Hotels & Co 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 October 27, 2023, Loews Hotels & Co received capital contributions of $38 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.


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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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Fixed income securities:
Taxable fixed income securities	$	457	$	410	$	1,331	$	1,163
Tax-exempt fixed income securities	43		55		138		194
Total fixed income securities	500		465		1,469		1,357
Limited partnership and common stock investments	28		(44)		124		(51)
Other, net of investment expense	25		1		60		(4)
Net investment income	$	553	$	422	$	1,653	$	1,302


Effective income yield for the fixed income securities portfolio	4.7	%	4.4	%	4.6	%	4.3	%
Limited partnership and common stock return	1.3	%	(2.1)	%	5.8	%	(2.4)	%

CNA’s net investment income increased $131 million and $351 million for the three and nine months ended September 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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

(In millions)

Investment gains (losses):
Fixed maturity securities:
Corporate and other bonds	$	(11)	$	(41)	$	(46)	$	(68)
States, municipalities and political subdivisions	(4)		6		3		28
Asset-backed	(22)		(17)		(43)		(29)
Total fixed maturity securities	(37)		(52)		(86)		(69)
Non-redeemable preferred stock	2		(2)		(9)		(111)
Derivatives, short term and other	(3)		(42)		(10)		14
Total investment losses	(38)		(96)		(105)		(166)
Income tax benefit	7		12		21		39
Amounts attributable to noncontrolling interests	4		8		9		12
Investment losses attributable to Loews Corporation	$	(27)	$	(76)	$	(75)	$	(115)

CNA’s pretax investment losses decreased $58 million for the three months ended September 30, 2023 as compared with the comparable 2022 period, which reflects lower net losses on fixed maturity securities. CNA’s pretax investment losses


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decreased $61 million for the nine months ended September 30, 2023 as compared with the comparable 2022 period, driven by the favorable relative change in fair value of non-redeemable preferred stock.

Additionally, Derivatives, short term and other for the three months ended September 30, 2022 included a $35 million non-economic net loss related to the novation of a coinsurance agreement on CNA’s legacy annuity business in Other Insurance Operations and the associated funds withheld embedded derivative. The coinsurance agreement 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:


	September 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	$	2,672	$	(464)	$	2,419	$	(336)
AAA	2,464		(340)		2,398		(208)
AA	5,916		(950)		6,342		(663)
A	9,372		(772)		9,043		(531)
BBB	15,632		(1,776)		15,651		(1,447)
Non-investment grade	1,800		(190)		1,774		(219)
Total	$	37,856	$	(4,492)	$	37,627	$	(3,404)

As of September 30, 2023 and December 31, 2022, 1% of CNA’s fixed maturity portfolio was rated internally. AAA rated securities included $0.2 billion and $0.3 billion of pre-funded municipal bonds as of September 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:


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

U.S. Government, Government agencies and Government-sponsored enterprises	$	2,620	$	466
AAA	1,893		382
AA	4,458		1,037
A	7,240		913
BBB	13,704		1,881
Non-investment grade	1,202		209
Total	$	31,117	$	4,888


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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:


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

Due in one year or less	$	953	$	45
Due after one year through five years	9,059		701
Due after five years through ten years	9,535		1,550
Due after ten years	11,570		2,592
Total	$	31,117	$	4,888

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:


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

Commercial mortgage-backed:
Single asset, single borrower:
Office	$	293	$	(83)
Retail	269		(37)
Lodging	216		(23)
Industrial	91		(6)
Multifamily	58		(4)
Total single asset, single borrower	927		(153)
Conduits (multi property, multi borrower pools)	627		(119)
Total commercial mortgage-backed	$	1,554	$	(272)


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

Commercial mortgage backed:
AAA	$	504	$	(39)
AA	578		(120)
A	198		(37)
BBB	222		(52)
Non-investment grade	52		(24)
Total commercial mortgage-backed	$	1,554	$	(272)

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:


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

Corporate and other bonds - REITs:
Retail	$	462	$	(53)
Office	237		(32)
Industrial	83		(8)
Other (a)	412		(41)
Total corporate and other bonds - REITs	$	1,194	$	(134)


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


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

Corporate and other bonds - REITs:
AA	$	10	$	(1)
A	244		(18)
BBB	918		(112)
Non-investment grade	22		(3)
Total corporate and other bonds - REITs	$	1,194	$	(134)

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 September 30, 2023 the allowance for expected credit losses on CNA’s mortgage portfolio was $35 million, or 3.4% of its amortized cost basis.


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


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

Mortgage loans:
Retail	$	470	45	%
Office	246		24
Industrial	133		13
Other	181		18
Total mortgage loans	1,030		100	%
Less: Allowance for expected credit losses	(35)
Total mortgage loans - net of allowance	$	995

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 and are largely investment grade quality. As of September 30, 2023, these holdings had an estimated fair value of $437 million and net unrealized losses of $128 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.


	September 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	$	13,737	9.8	$	14,511	9.9
Other investments	26,459		4.6	25,445		4.7
Total	$	40,196	6.3	$	39,956	6.6


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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.

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 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.


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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 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 September 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.

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 September 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 September 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)

July 1, 2023 - July 31, 2023

602,446

60.19

N/A

August 1, 2023 - August 31, 2023

136,585

61.91

N/A

September 1, 2023 - September 30, 2023

1,132,685

63.56

N/A

Item 5. Other Information

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

The directors of the Company set forth in the table below adopted trading plans on the dates set forth in the table below with respect to the exercise of expiring stock appreciation rights (“SARs”) granted to them as director compensation in 2014. Each plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Pursuant to each 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 percentage of net shares received from such exercise set forth in the table below will be sold at market prices. For each director, 2,250 SARs expire on each of March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024. The trading window under each plan for each such expiration begins on the first trading day of the expiration month and ends on the expiration date.


Director	Date of Adoption	Percentage of Net Shares to Be Sold

Ann E. Berman	August 16, 2023	100%
Joseph L. Bower	September 12, 2023	50%
Charles M. Diker	August 22, 2023	100%
Paul J. Fribourg	August 16, 2023	100%
Walter L. Harris	August 16, 2023	100%

In addition, on August 21, 2023, Andrew H. Tisch, Co-Chairman of the Board of Directors of the Company, adopted a trading plan with respect to the exercise of expiring SARs granted to him as executive compensation in 2014. The plan is


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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. Andrew Tisch from such exercise will be sold at market prices. 60,000 of Mr. Andrew Tisch’s SARs expire on January 14, 2024. The trading window under the plan for 30,000 of such SARs begins on January 2, 2024 and the trading window under the plan for the remaining 30,000 of such SARs begins on January 3, 2024. Each trading window ends on the expiration date.

Item 6. Exhibits.


Description of Exhibit			Exhibit Number




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: October 30, 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 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: October 30, 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: October 30, 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 September 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: October 30, 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 September 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: October 30, 2023	By:	/s/ Jane J. Wang
		JANE J. WANG
		Chief Financial Officer