What changed in this filing

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Item 1. Business

2024-02-06 compared with 2023-02-07 · 86 added, 99 removed, 257 unchanged (42% of the section changed)

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Our subsidiaries are engaged in the following lines of business:

• commercial property and casualty insurance (CNA Financial Corporation, a 90.0% owned subsidiary);

• commercial property and casualty insurance (CNA Financial Corporation, an approximately 92% owned subsidiary);

• transportation and storage of natural gas and natural gas liquids (Boardwalk Pipeline Partners, LP, a wholly owned subsidiary);

• operation of a chain of hotels (Loews Hotels Holding Corporation, a wholly owned subsidiary).

We also own 52.6% of Altium Packaging LLC, an unconsolidated subsidiary, which is engaged in the manufacture of rigid plastic packaging solutions.

We also own approximately 53% of Altium Packaging LLC, an unconsolidated subsidiary, which is engaged in the manufacture of rigid plastic packaging solutions.

We have four reportable segments comprised of three individual operating subsidiaries, CNA Financial Corporation, Boardwalk Pipeline Partners, LP and Loews Hotels Holding Corporation;

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The Corporate segment is primarily comprised of Loews Corporation excluding its subsidiaries and the operations of Altium Packaging LLC (“Altium Packaging”) through March 31, 2021.

On April 1, 2021, we sold 47% of Altium Packaging and following the transaction deconsolidated Altium Packaging.

On April 1, 2021, we sold approximately 47% of Altium Packaging and following the transaction deconsolidated Altium Packaging.

Subsequent to deconsolidation, our investment in Altium Packaging is accounted for under the equity method of accounting.

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Prudential Regulatory Authority and Financial Conduct Authority, the Office of Superintendent of Financial Institutions in Canada, the Luxembourg insurance regulator Commissariat aux Assurances and the Bermuda Monetary Authority.

and foreign regulatory environment in which CNA operates is evolving on an ongoing basis and impacts aspects of corporate governance, risk management practices, public disclosures and cyber security.

CNA has invested and continues to invest in the security of its systems and in its technology infrastructure on an enterprise-wide basis.

Domestic insurers are also required by state insurance regulators to provide coverage to certain insureds who would not otherwise be considered eligible by the insurers.

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federal government does not currently directly regulate the business of insurance, federal legislative and regulatory initiatives can affect the insurance industry.

These initiatives and legislation include proposals relating to terrorism and natural catastrophe exposures, cybersecurity risk management, ESG initiatives, federal financial services reforms and certain tax reforms.

These initiatives and legislation include proposals relating to terrorism and natural catastrophe exposures, federal financial services reforms and certain tax reforms.

Hardy, a specialized Lloyd’s underwriter, is also supervised by the Council of Lloyd’s, which is the franchisor for all Lloyd’s operations.

The Council of Lloyd’s has wide discretionary powers to regulate Lloyd’s underwriting, such as establishing the capital requirements for syndicate participation.

In addition, the annual business plan of each syndicate is

subject to the review and approval of the Lloyd’s Franchise Board, which is responsible for business planning and monitoring for all syndicates.

In addition, the annual business plan of each syndicate is subject to the review and approval of the Lloyd’s Franchise Board, which is responsible for business planning and monitoring for all syndicates.

Capital adequacy and risk management regulations, referred to as Solvency II, apply to CNA’s European operations and are enacted by the European Commission, the executive body of the European Union (“E.U.”).

Additionally, the International Association of Insurance Supervisors (“IAIS”) continues to develop capital requirements as more fully discussed below.

Additionally, the

International Association of Insurance Supervisors (“IAIS”) continues to develop capital requirements as more fully discussed below.

Regulation Outlook:

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As part of ComFrame, the IAIS has developed a global capital standard that, if adopted in the U.S., would be applicable to U.S.-based IAIGs.

Certain elements of ComFrame are expected to be formally utilized by U.S.

state-based regulators beginning in 2023, as a result of such elements being incorporated in regulatory guidelines issued by the National Association of Insurance Commissioners (“NAIC”).

This incorporation is intended to streamline group-wide supervision, further leveraging existing risk and solvency measures and applying them on a group-wide basis.

Certain elements of ComFrame were incorporated into regulatory guidelines issued by the National Association of Insurance Commissioners (“NAIC”) for application by regulators beginning in 2023.

These additions were adopted for the purpose of streamlining group-wide supervision, further leveraging existing risk and solvency measures and applying them on a group-wide basis.

The NAIC has developed an approach to group capital regulation and solvency-monitoring activities using the Group Capital Calculation (“GCC”).

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The AM is influenced by the GCC and calculated in a similar manner.

By 2024, the IAIS will be assessing whether the AM provides comparable outcomes to the ICS.

On September 22, 2017, the U.S.

Treasury Department, the U.S.

Trade Representative (“USTR”) and the E.U.

announced they had formally signed a covered agreement on Prudential Measures Regarding Insurance and Reinsurance (“U.S.-E.U.

Covered Agreement”).

The U.S.-E.U.

Covered Agreement requires U.S.

states to prospectively eliminate the requirement that domestic insurance companies must obtain collateral from E.U.

reinsurance companies that are not licensed in their state (alien reinsurers) in order to obtain reserve credit under statutory accounting.

In exchange, the E.U.

will not impose local presence requirements on U.S.

firms operating in the E.U., and effectively must defer to U.S.

group capital regulation for these firms.

On December 18, 2018, the U.S.

Treasury Department, the USTR and the U.K.

announced they formally signed the Bilateral Agreement on Prudential Measures Regarding Insurance and Reinsurance (“U.S.-U.K.

Covered Agreement”).

This Agreement has similar terms as the U.S.-E.U.

Covered Agreement.

Because these covered agreements were not self-executing, U.S.

state laws were revised to amend reinsurance collateral requirements to conform to the provisions within each of the agreements.

The reinsurance collateral requirements were required to be adopted by the states within five years from the signing of the covered agreements , which was September 1, 2022, or states risked federal preemption in this area.

As a result of all relevant jurisdictions adopting these requirements, including Illinois, federal preemption was avoided.

A decision by the IAIS on whether the AM provides comparable outcomes to the ICS is expected in 2024.

In addition, the U.S.

and foreign regulatory environment in which CNA operates is continuously evolving, with both existing and prospective regulations that implicate aspects of its corporate governance, risk management practices, public disclosures, ESG related issues, artificial intelligence and cybersecurity.

CNA’s principal executive offices are based in Chicago, Illinois.

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Boardwalk Pipeline Partners, LP (together with its subsidiaries, “Boardwalk Pipelines”) is engaged in the business of transportation and storage of natural gas and natural gas liquids and hydrocarbons (herein referred to together as “NGLs”).

Boardwalk Pipelines also provides ethane supply and transportation services for industrial customers in Louisiana and Texas.

Boardwalk Pipelines accounted for 10.3%, 10.3% and 9.2% of our consolidated total revenue for the years ended December 31, 2023, 2022 and 2021.

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(“BPHC”) owns, directly and indirectly, 100% of the general partner and limited partnership interests of 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 $355 million in cash.

For further information, see the Boardwalk Pipelines portion of the Operating Results section of MD&A in Item 7 .

Boardwalk Pipelines owns and operates approximately 13,455 miles of interconnected natural gas pipelines directly serving customers in thirteen states and indirectly serving customers throughout the northeastern and southeastern U.S.

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Average daily throughput on Boardwalk Pipelines’ natural gas pipeline systems during 2023 was approximately 10.0 billion cubic feet (“Bcf”).

Boardwalk Pipelines’ natural gas storage facilities are comprised of fourteen underground storage fields located in four

states with aggregate working gas capacity of approximately 213.0 Bcf and Boardwalk Pipelines’ NGL storage facilities consist of eleven salt dome caverns located in Louisiana with an aggregate storage capacity of approximately 32.3 MMBbls.

Boardwalk Pipelines’ natural gas storage facilities are comprised of fourteen underground storage fields located in four states with aggregate working gas capacity of approximately 199.5 Bcf and Boardwalk Pipelines’ NGL storage facilities consist of eleven salt dome caverns located in Louisiana with an aggregate storage capacity of approximately 31.2 MMBbls.

Boardwalk Pipelines also owns nine salt dome caverns and related brine infrastructure for use in providing brine supply services and to support the NGL storage operations.

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Gulf South has ten natural gas storage facilities.

The two natural gas storage facilities located in Louisiana and Mississippi have approximately 91.5 Bcf of working gas storage capacity and the eight salt dome natural gas storage caverns in Mississippi have approximately 46.0 Bcf of total storage capacity, of which approximately 29.6 Bcf is working gas capacity.

The two natural gas storage facilities located in Louisiana and Mississippi have approximately 78.0 Bcf of working gas storage capacity and the eight salt dome natural gas storage

caverns in Mississippi have approximately 46.0 Bcf of total storage capacity, of which approximately 29.6 Bcf is working gas capacity.

Gulf South also owns undeveloped land which is suitable for up to five additional storage caverns.

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Texas Gas owns nine natural gas storage fields with 84.3 Bcf of working gas storage capacity.

Boardwalk Louisiana Midstream, LLC and Boardwalk Petrochemical Pipeline, LLC (collectively “Louisiana Midstream”) provide transportation and storage services for natural gas, NGLs and ethylene, fractionation services for NGLs and brine supply services.

Boardwalk Louisiana Midstream, LLC, Boardwalk Petrochemical Pipeline, LLC and Boardwalk Ethane Pipeline Company, LLC (collectively “Louisiana Midstream”) provide transportation and storage services for natural gas, NGLs and ethylene, ethane supply services, fractionation services for NGLs and brine supply services.

These assets provide approximately 47.9 MMBbls of salt dome storage capacity, including approximately 7.6 Bcf of working natural gas storage capacity, significant brine supply infrastructure, and approximately 310 miles of pipeline assets.

Louisiana Midstream owns and operates the Evangeline Pipeline (“Evangeline”), which is an approximately 180-mile interstate ethylene pipeline that is capable of transporting approximately 4.2 billion pounds of ethylene per year between Texas and Louisiana, with interconnections with its ethylene distribution system.

Throughput for Louisiana Midstream was 90.6 MMBbls for the year ended December 31, 2022.

In 2022 , Boardwalk Pipelines placed into service approximately $157 million of growth projects which represents approximately 0.7 Bcf per day of firm natural gas transportation capacity, which added additional capacity to its ethylene system, and the completion of the deepest brine well in North America, which will provide access to additional salt reserves and reliability for its brine customers.

Louisiana Midstream also owns and operates the Bayou Ethane Pipeline, an approximately 380-mile pipeline system originating in Texas, that transports ethane to Southeast Texas and Louisiana.

The Bayou Ethane Pipeline provides interstate and intrastate transportation services, with interconnections with its NGL storage facilities.

The Bayou Ethane Pipeline has the ability to deliver approximately 55.0 MMBbls of ethane per year.

Throughput for Louisiana Midstream was 98.5 MMBbls for the year ended December 31, 2023, including Bayou Ethane Pipeline’s throughput of 9.2 MMBbls from the date of acquisition.

In 2023 , Boardwalk Pipelines placed into service approximately $166 million of growth projects which represents approximately 0.3 Bcf per day of firm natural gas transportation capacity and additional capacity on its ethylene pipeline systems.

As discussed above, in 2023 Boardwalk Pipelines also acquired Bayou Ethane for $355 million in cash.

Boardwalk Pipelines expects to spend approximately $310 million on its growth projects currently under construction through 2025.

These projects will add another approximately 0.7 Bcf per day of firm natural gas transportation capacity and additional NGLs capacity.

The additional NGLs capacity, when completed and in conjunction with the 2022 completed project, will result in an approximate increase of 20% in the capacity of its ethylene systems.

These projects are expected to add another approximately 0.5 Bcf per day of firm natural gas transportation capacity and additional NGLs capacity.

These projects are expected to serve increased natural gas demand from power generation plants and liquids demand from petrochemical facilities.

All of Boardwalk Pipelines’ growth projects are secured by long-term firm contracts.

Boardwalk Pipelines serves a broad mix of customers, including end-use customers, such as electric power generators, local distribution companies, industrial users and exporters of liquefied natural gas (“LNG”), producers and marketers of natural gas and interstate and intrastate pipelines, who, in turn, provide transportation and storage services for end-users.

Boardwalk Pipelines also contracts with other customers, including producers and marketers of natural gas and interstate and intrastate pipelines, who, in turn, provide transportation and storage services for end-users.

These customers are located throughout the Gulf Coast, Midwest and Northeast regions of the U.S.

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Where required, Boardwalk Pipelines’ natural gas pipeline subsidiaries hold certificates of public convenience and necessity issued by the FERC covering certain of their facilities, activities and services.

The maximum rates that Boardwalk Pipelines’ FERC-regulated subsidiaries may charge for all aspects of the natural gas transportation services they provide, are established through the FERC’s cost-based rate-making process.

The maximum applicable rates that Boardwalk Pipelines’ FERC-regulated subsidiaries may charge for all aspects of the natural gas transportation services they provide, are established through the FERC’s cost-based rate-making process;

however, the FERC also allows for discounted or negotiated rates as an alternative to cost-based rates.

Key determinants in the FERC’s cost-based rate-making process are the costs of providing service, the volumes of gas being transported, the rate design, the allocation of costs between services, the capital structure and the rate of return a pipeline is permitted to earn.

The maximum rates that may be charged by Boardwalk Pipelines for storage services on Texas Gas, except for services associated with a portion of the working gas capacity on that system, are also established through the FERC’s cost-based rate-making process.

The FERC has authorized Boardwalk

Pipelines to charge market-based rates for its firm and interruptible storage services for the majority of its other natural gas storage facilities.

None of Boardwalk Pipelines’ FERC-regulated entities currently have an obligation to file a new rate case and Gulf South is prohibited from filing a rate case until May 1, 2023, subject to certain exceptions.

The maximum applicable rates that may be charged by Boardwalk Pipelines for storage services on Texas Gas, except for services associated with a portion of the working gas capacity on that system, are also established through the FERC’s cost-based rate-making process.

The FERC has authorized Boardwalk Pipelines to charge market-based rates for its firm and interruptible storage services for the majority of its other natural gas storage facilities.

None of Boardwalk Pipelines’ FERC-regulated entities currently have an obligation to file a new rate case.

Some of Boardwalk Pipelines’ other subsidiaries transport natural gas in intrastate commerce under the rules and regulations established by the Texas Railroad Commission and in interstate commerce that is subject to FERC jurisdiction under Section 311 of the NGPA.

The maximum rates for services are established under Section 311 of the NGPA and are generally subject to review every five years by the FERC.

The FERC issued a Notice of Inquiry (“NOI”) on April 19, 2018, initiating a review of its policies on certification of natural gas pipelines, including an examination of its long-standing Policy Statement on Certification of New Interstate Natural Gas Pipeline Facilities (“1999 Policy Statement”), issued in 1999, that is used to determine whether to grant certificates for new pipeline projects.

On February 18, 2021, the FERC issued another NOI (“2021 NOI”), reopening its review of the 1999 Policy Statement.

On February 18, 2022, the FERC issued a Policy Statement on the Certification of New Interstate Natural Gas Facilities and a Policy Statement on the Consideration of Greenhouse Gas Emissions in Natural Gas Infrastructure Project Reviews (2022 Policy Statements), to be effective that same day.

On March 24, 2022, the FERC issued an order converting the 2022 Policy Statements into draft policy statements and requested further comments.

The FERC will not apply the draft 2022 Policy Statements until it issues final guidance on these topics.

Boardwalk Pipelines is unable to predict what, if any, changes may result upon finalization of the draft 2022 Policy Statements that will affect its natural gas pipeline operations or when such new policies, if any, might become effective.

Boardwalk Pipelines does not expect that any change in these policy statements would affect it in a materially different manner than any other natural gas pipeline company operating in the U.S.

The rates and terms of service on Boardwalk Pipelines’ interstate

ethane transportation pipeline are also subject to regulation by the FERC under, among other statutes, the Interstate Commerce Act (“ICA”) and the Energy Policy Act of 1992.

Over time, the FERC may change, amend or announce that it will undertake a review of its existing policies.

There were no major policy changes announced by the FERC during 2023.

The FERC has authority to impose civil penalties for violations of the NGA and NGPA, and the implementing regulations thereunder, up to a maximum amount that is adjusted annually for inflation, which for 2024 is approximately $1.5 million per day per violation.

Should Boardwalk Pipelines fail to comply with applicable statutes, rules, regulations and orders administered by the FERC, it could be subject to substantial penalties and fines.

The Surface Transportation Board (“STB”) regulates the rates Boardwalk Pipelines charges for interstate service on its ethylene pipelines.

Should Boardwalk Pipelines fail to comply with applicable statutes, rules, regulations and orders administered by the FERC, it could be subject to substantial penalties and fines, in addition to reputational damage.

The Surface Transportation Board (“STB”) regulates the rates Boardwalk Pipelines charges for interstate service on its ethylene pipeline systems.

The Louisiana Public Service Commission (“LPSC”) regulates the rates Boardwalk Pipelines charges for intrastate service within the state of Louisiana on its petrochemical and NGL pipelines.

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Each of these laws imposed increased pipeline safety obligations on pipeline operators.

The 2011 Act increased the penalties for safety violations,

established additional safety requirements for newly constructed pipelines and required studies of safety issues that could result in the adoption of new regulatory requirements by PHMSA for existing pipelines.

The 2011 Act increased the penalties for safety violations, established additional safety requirements for newly constructed pipelines and required studies of safety issues that could result in the adoption of new regulatory requirements by PHMSA for existing pipelines.

The 2016 Act, among other things, required PHMSA to complete its outstanding mandates under the 2011 Act and develop new safety standards for natural gas storage facilities.

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In October of 2019, PHMSA published a final rule imposing numerous new requirements on onshore gas transmission pipelines, also known as the Mega Rule, relating to maximum allowable operating pressure (“MAOP”) reconfirmation and exceedance reporting, the integrity assessment of additional pipeline mileage found in MCAs and Class 3 and Class 4 non-HCAs by 2033, and the consideration of seismicity as a risk factor in integrity management.

PHMSA published a second final rule in October of 2019 for hazardous liquid transmission and gathering pipelines that significantly extends and expands the reach of certain of its integrity management requirements, and that requires the accommodation of in-line inspection tools by 2039 unless the pipeline cannot be modified to permit such accommodation, increased annual, accident and safety-related conditional reporting requirements, and expanded use of leak detection systems beyond HCAs.

and safety-related conditional reporting requirements, and expanded use of leak detection systems beyond HCAs.

Certain aspects of that rule are currently in court review.

PHMSA also published final rules during February and July of 2020 that amended the minimum safety requirements related to natural gas storage facilities, including wells, wellbore tubing and casing, and added applicable reporting requirements.

In June 2021, PHMSA issued an Advisory Bulletin advising pipeline and pipeline facility operators of applicable requirements to update their inspection and maintenance plans for the elimination of hazardous leaks and minimization of natural gas released from pipeline facilities.

PHMSA and state regulators reportedly began their review of these plans in 2022, and PHMSA has separately announced plans to propose rules addressing methane leaks from pipelines.

PHMSA and state regulators reportedly began their review of these plans in 2022 and in May 2023, published a proposed rule that would enhance requirements for detecting and repairing leaks on new and existing natural gas distribution, gas transmission and gas gathering pipelines.

In August 2022, PHMSA published another final rule expanding the Management of Change process, extending corrosion control requirements for gas transmission pipelines, adding requirements that operators ensure no conditions exist following an extreme weather event that could adversely affect the safe operation of the pipeline, and adopting repair criteria for non-HCAs similar to those applicable to HCAs.

In September 2023, PHMSA published a proposed rule that would enhance the safety requirements for gas distribution pipelines and would require updates to distribution integrity management programs, emergency response plans, operations and maintenance manuals, and other safety practices.

These new and any future regulations adopted by PHMSA have imposed and may impose more stringent requirements applicable to integrity management programs and other pipeline safety aspects of Boardwalk Pipelines operations, which could cause it to incur increased capital and operating costs and operational delays.

In 2022 and 2023, the Department of Homeland Security’s Transportation Safety Administration (“TSA”) issued a series of security directives applicable to pipeline owners and operators intended to strengthen the industry’s overall cybersecurity posture in light of the evolving threat landscape and its potential impacts to critical U.S.

infrastructure.

The security directives require, among other things, that pipeline owners and operators designate a cybersecurity coordinator, establish and implement a Cybersecurity Implementation Plan;

develop, maintain and test no less than annually through tabletop exercises a Cybersecurity Incident Response Plan;

and establish a Cybersecurity Assessment Plan (“CAP”) including a schedule for assessing and auditing the CAP.

The directives also contain requirements for reporting cybersecurity incidents and the results of certain assessments and audits.

Boardwalk Pipelines has implemented tools, policies and practices designed to comply with the security directives.

Other regulators, such as PHMSA and the Securities and Exchange Commission (“SEC”), have also established requirements for reporting cybersecurity incidents.

Boardwalk Pipelines’ operations are also subject to extensive federal, state, and local laws and regulations relating to protection of the environment and occupational health and safety.

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Occupational health and safety regulations establish standards protective of workers, both generally and within the pipeline industry.

Many states where Boardwalk Pipelines operates also have, or are developing, similar environmental or occupational health and safety legal requirements governing many of the same types of activities, and those requirements can be more stringent than those adopted under federal laws and regulations.

Many state and local governments where Boardwalk Pipelines operates also have, or are developing, similar environmental or occupational health and safety legal requirements governing many of the same types of activities, and those requirements can be more stringent than those adopted under federal laws and regulations.

Failure to comply with these federal, state and local laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of corrective or remedial obligations, the incurrence of capital expenditures, the occurrence of delays, denials or cancellations in permitting or the development or expansion of projects and the issuance of orders enjoining performance of some or all of Boardwalk Pipelines’ operations in the affected areas.

President Biden continues to pursue additional action to bolster environmental regulations, which may impact Boardwalk Pipelines’ operations.

For example, the Biden Administration plans to revise various rules to be more stringent and repeal various rules issued by the Trump Administration, and, to that end, has announced forthcoming actions or released proposed rules regarding restrictions on methane emissions from oil and gas operations, ground level ozone emission standards, and Nationwide Permit (“NWP”) 12.

For example, the Biden Administration has revised various rules to be more stringent, repealed various rules issued by the Trump Administration, and has announced forthcoming actions or released proposed or final rules regarding restrictions on methane emissions from oil and gas operations, ground level ozone emission standards, and Nationwide Permit (“NWP”) 12.

The Biden Administration has also signaled a strong focus on directing agency action to mitigate climate change and further limit greenhouse gas (“GHG”) emissions.

For example, in January 2023, the White House’s Council on Environmental Quality (“CEQ”) released guidance to assist federal agencies in assessing the GHG emissions and climate change effects of their proposed actions under the NEPA.

The guidance follows the publication of a final rule in April 2022 revoking some modifications made to the regulations under the Trump Administration and reincorporating consideration of direct, indirect, and cumulative effects of major federal actions.

CEQ’s guidance is effective immediately and could result in additional challenges to NEPA reviews performed in connection with Boardwalk Pipelines’ projects, which in turn could result in further permitting and approval delays.

In January 2023, the White House’s Council on Environmental Quality (“CEQ”) released guidance to assist federal agencies in assessing the GHG emissions and climate change effects of their proposed actions under the National Environmental Policy Act (“NEPA”).

The guidance followed the publication of a final rule in April 2022 revoking some modifications made to the regulations under the Trump Administration and reincorporating consideration of direct, indirect, and cumulative effects of major federal actions.

In July 2023, the CEQ announced another proposed rule which revises the implementing regulations of the procedural provisions of NEPA and implements amendments to NEPA included in the Fiscal Responsibility Act of 2023.

The final rule is expected in the second quarter of 2024.

The CEQ's guidance, effective upon publication, alongside the proposed and final rules, could result in additional challenges to NEPA reviews performed in connection with Boardwalk Pipelines’

projects, which in turn could result in further permitting and approval delays.

For more information, see Item 1A.

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In January 2021, the Corps reissued a restructured NWP 12 for oil and natural gas pipeline activities.

The reissued NWP 12, alongside other NWPs, relies upon the Clean Water Act Section 401 certification process, which is also subject to ongoing litigation.

In October 2021, the Northern District of California federal court vacated a 2020 rule revising the Section 401 certification process, which was later appealed to the Ninth Circuit and stayed by the Supreme Court.

However, following a temporary pause on permitting decisions, in November 2021, the Corps announced that permitting under such NWPs would resume, with the Corps coordinating with certifying authorities for Section 401 certification as needed.

Although the full extent and impact of the ongoing litigation and vacaturs is unclear at this time, any disruption in Boardwalk Pipelines’ ability to obtain coverage under NWP 12 or other general permits may result in increased costs and project delays if it is forced to seek individual permits from the Corps.

There also continues to be uncertainty with respect to the federal government’s jurisdictional reach under the Clean Water Act over "waters of the United States", including wetlands, as the Environmental Protection Agency (“EPA”) and the Corps have pursued multiple rulemakings under different administrations since 2015 in an attempt to determine the scope of such reach.

In December 2022, the Administration finalized a new and more expansive definition of “waters of the United States,” which repealed the Trump Administration’s April 2020 rule and largely restored the definition in place prior to 2015, with modifications reflecting Supreme Court decisions issued after 2015.

Judicial developments also add to this uncertainty—the Supreme Court recently heard oral arguments in Sackett v.

EPA and is expected to rule on the scope of the Clean Water Act’s jurisdiction with respect to wetlands in 2023.

In March 2022, the Corps announced it was seeking stakeholder input on a formal review of NWP 12, although while this review is ongoing, the Corps has resumed permitting decisions.

NWP 12, alongside other NWPs, relies upon the Clean Water Act Section 401 certification process, which is also subject to ongoing litigation.

In October 2021, the Northern District of California federal court vacated a 2020 rule revising the Section 401 certification process.

The Supreme Court stayed the vacatur of Section 404 of NWP 12 and, in September 2023, the Environmental Protection Agency (“EPA”) finalized its Clean Water Act Section 401 Water Quality Certification Improvement Rule, effective on November 27, 2023.

While the full extent and impact of these actions is unclear at this time, any disruption in Boardwalk Pipelines’ ability to obtain coverage under NWP 12 or other permits may result in increased costs and project delays if it is forced to seek individual permits from the Corps.

There also continues to be uncertainty with respect to the federal government’s jurisdictional reach under the Clean Water Act over “waters of the United States,” including wetlands, as the EPA and the Corps have pursued multiple rulemakings under different administrations since 2015 in an attempt to determine the scope of such reach.

In December 2022, the Biden Administration finalized a new and more expansive definition of “waters of the United States,” which repealed the Trump Administration’s April 2020 rule and largely restored the definition in place prior to 2015, with modifications reflecting Supreme Court decisions issued after 2015.

In January 2023, the EPA and the Corps released a final revised definition of “waters of the United States” founded upon the pre-2015 regulations.

Judicial developments also add to this uncertainty.

The Supreme Court opinion in Sackett v.

EPA invalidated certain parts of the January 2023 rule, resulting in a revised rule being issued in September 2023.

However, due to injunctions in certain states, the implementation of the September 2023 rule currently varies by state.

Historically, Boardwalk Pipelines’ environmental compliance costs have not had a material adverse effect on its business, but there can be no assurance that future compliance with existing requirements will not materially affect Boardwalk Pipelines, or that the current regulatory standards will not become more onerous in the future, resulting in more significant costs to maintain compliance and increased exposure to significant liabilities.

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Loews Hotels Holding Corporation (together with its subsidiaries, “Loews Hotels & Co”) operates a chain of 25 hotels.

Ten of these hotels are owned by Loews Hotels & Co, thirteen are owned by joint ventures in which Loews Hotels & Co has noncontrolling equity interests and three are managed for unaffiliated owners.

Eleven of these hotels are owned by Loews Hotels & Co, twelve are owned by joint ventures in which Loews Hotels & Co has noncontrolling equity interests and two are managed for unaffiliated owners.

Loews Hotels & Co’s earnings are derived from the operation of its owned hotels, its share of earnings in joint venture hotels and hotel management fees earned from both joint venture and managed hotels.

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Name and Location Rooms

by Loews, Arlington, Texas* 300

Loews Chicago Hotel, Chicago, Illinois 400

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Hard Rock Hotel, at Universal Orlando, Orlando, Florida 650

by Loews, Arlington, Texas 300

by Loews, St.

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Universal’s Endless Summer Resort – Surfside Inn and Suites, Orlando, Florida 750

Management Contract:

Bisha Hotel and Residences, Toronto, Canada 96

Loews New Orleans Hotel, New Orleans, Louisiana 285

Loews Santa Monica Beach Hotel, Santa Monica, California 347

* Loews Hotels & Co has a controlling majority equity interest in this property.

Three owned hotels and nine joint venture hotels are subject to land leases.

Four owned hotels and eight joint venture hotels are subject to land leases.

Recent Developments and Growth Projects:

• In 2022, Loews Boston Hotel management agreement ended;

• In 2022, Loews Coral Gables Hotel in Coral Gables, Florida, a 242 guestroom hotel with approximately 30,000 square feet of function space, opened.

Loews Hotels & Co serves as manager and has a joint venture equity interest in the hotel;

• In 2023, Loews Santa Monica Beach Hotel management agreement will expire and the hotel will no longer be managed by Loews Hotels & Co;

• In 2024, Loews Arlington Hotel and Convention Center in Arlington, Texas is expected to open.

The hotel, which is currently under construction, is planned to be an approximately 888 guestroom hotel with over 250,000 square feet of function space.

Loews Hotels & Co will serve as manager and has a controlling majority equity interest in this hotel;

• In 2025, three hotels to be named at Universal Orlando with approximately 2,000 guestrooms in the aggregate, are expected to open.

As with Loews Hotels & Co’s other properties at Universal Orlando, Loews Hotels & Co will serve as manager and have a joint venture equity interest in the hotels.

• In 2023, Loews Santa Monica Beach Hotel’s management agreement ended;

• In 2023, Loews Hotels & Co acquired a controlling majority equity interest in Live!

by Loews, Arlington, Texas, which had previously been a joint venture property;

• In the first quarter of 2024, Loews Arlington Hotel and Convention Center in Arlington, Texas is expected to open with 888 guestrooms and over 250,000 square feet of function space.

Loews Hotels & Co will serve as manager and has a controlling majority equity interest in this property;

• In 2025, Universal Stella Nova Resort and Universal Terra Luna Resort at Universal Orlando, each a 750 guestroom hotel, and Universal Helios Grand Hotel, a Loews Hotel, with approximately 500 guestrooms, are expected to open.

As with Loews Hotels & Co’s other properties at Universal Orlando, Loews Hotels & Co will serve as manager and have a noncontrolling joint venture equity interest in the hotels.

Loews Hotels & Co’s principal executive offices are based in New York City, New York and it has a shared service center outside of Nashville, Tennessee.

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Altium Packaging sells its products throughout North America and its customers include a diverse customer base of many nationally recognized branded food, beverage, consumer products and pharmaceutical companies.

On April 1, 2021, we sold 47% of Altium Packaging and following the transaction deconsolidated Altium Packaging.

Subsequent to deconsolidation, our investment in Altium Packaging is accounted for under the equity method of accounting.

In August of 2022, we made a cash contribution of $79 million to Altium Packaging.

These funds and a pro rata contribution from our joint venture partner were used by Altium Packaging for an acquisition which expanded its offerings and increased its bottle manufacturing capabilities throughout key industries and geographies.

HUMAN CAPITAL

5 unchanged sentences

Separately, unconsolidated entities employ approximately 5,800 persons at properties managed by Loews Hotels & Co and approximately 4,075 persons at Altium Packaging.

We and our subsidiaries understand that seeking to hire qualified people and cultivating an engaging workplace is critical to our businesses’ long-term strategic success.

The specialist nature of our businesses also requires commitments to maintaining that talent pool.

We and our subsidiaries understand that seeking to hire qualified people and cultivate an engaging workplace is critical to our businesses’ long-term strategic success.

Each of us has programs in place that are designed to help employees build their knowledge, skills and experience, as well as to guide their career development.

2 unchanged sentences

We and our subsidiaries offer compensation and benefits packages that we believe are appropriate to each of our businesses.

These packages may include 401k and other retirement plans, healthcare and insurance benefits, health savings

and flexible spending accounts, paid time off and family assistance programs, including paid family leave.

These packages may include 401k and other retirement plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off and family assistance programs, including paid family leave.

We and CNA also offer stock-based compensation to certain management and other senior personnel as a way to align their interests with shareholders and attract and retain key talent.

22 unchanged sentences

Tisch, the brother of Andrew H.

Tisch, Co-Chairman of the Board, the cousin of Jonathan M.

Tisch, Co-Chairman of our Board, the cousin of Jonathan M.

Tisch and the uncle of Alexander H.

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business