Item 1. Financial Statements
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
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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
T here 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
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 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 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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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.