What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-02-11 compared with 2024-02-06 · 254 added, 252 removed, 681 unchanged (43% of the section changed)

2 unchanged sentences

and the Corporate segment.

The Corporate segment is primarily comprised of Loews Corporation, excluding its operating subsidiaries, and the equity method of accounting for Altium Packaging LLC (“Altium Packaging”).

The Corporate segment is primarily comprised of Loews Corporation, excluding its consolidated operating subsidiaries, and the equity method of accounting for Altium Packaging LLC (“Altium Packaging”), an unconsolidated subsidiary.

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

4 unchanged sentences

The following discussion should be read in conjunction with Item 1A, Risk Factors, and Item 8, Financial Statements and Supplementary Data of this Form 10-K.

For a discussion of changes in results of operations comparing the years ended December 31, 2023 and 2022 for Loews Corporation and its subsidiaries see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 6, 2024.

RESULTS OF OPERATIONS

This section of this Form 10-K generally discusses 2023 and 2022 results and year-to-year comparisons between 2023 and 2022.

With the exception of the discussions of Consolidated Financial Results, CNA Financial and Other Insurance Operations, as a result of the adoption Accounting Standards Update (“ASU”) 2018-12, “Financial Services – Insurance (Topic 944):

Targeted Improvements to the Accounting for Long-Duration Contracts,” (“ASU 2018-12”), a discussion of changes in results of operations comparing the years ended December 31, 2022 and 2021 for Loews Corporation and its subsidiaries may be found in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7, 2023 .

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, which required changes to the measurement and disclosure of long-duration contracts.

Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance.

For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8.

Consolidated Financial Results

1 unchanged sentence

Year Ended December 31 2024 2023

2022 (a) 2021 (a)

(In millions, except per share data)

6 unchanged sentences

Diluted net income per share $ 6.41 $ 6.29

(a) As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021.

Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance.

For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8.

2024 Compared with 2023

Net income attributable to Loews Corporation for 2023 was $1.4 billion, or $6.29 diluted net income per share, compared to net income attributable to Loews Corporation of $822 million, or $3.38 diluted net income per share, in 2022.

Net income attributable to Loews Corporation for 2023 includes a $37 million after-tax charge for Corporate for the termination of a non-contributory defined benefit pension plan and a $36 million after-tax gain for Loews Hotels & Co related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property.

The increase in net income attributable to Loews Corporation in 2023 compared to 2022 was driven by improved results at CNA due to higher net investment income, improved underwriting income, lower investment losses, and a significantly lower unfavorable impact in 2023 from long-term care annual reserve reviews performed in the third quarter of each year.

Additionally the parent company posted higher investment returns on equity securities and short-term investments.

Boardwalk Pipelines also contributed positively to Loews Corporation’s year-over-year results due to higher revenues due to re-contracting at higher rates and recently completed growth projects.

2022 Compared with 2021

Net income attributable to Loews Corporation decreased to $822 million, or $3.38 diluted net income per share, for 2022 as compared to $1.6 billion, or $6.00 diluted net income per share, in 2021.

Net income attributable to Loews Corporation for 2021 includes a net investment gain of $555 million ($438 million after tax) related to the sale of approximately 47% of Altium Packaging.

Excluding the gain on sale of Altium Packaging, net income decreased $302 million in 2022 compared to 2021, driven by unfavorable limited partnership and common stock results, and net losses from sales of fixed income securities at CNA, partially offset by improved underwriting results and increased net investment income from fixed income securities for CNA and the significant improvement in results for Loews Hotels & Co due to the rebound in leisure travel.

Net income for 2022 also included an increase to long term care reserves for CNA, primarily driven by the unfavorable impact of increased cost of care inflation offset by favorable premium rate assumptions.

Boardwalk Pipelines also contributed positively to Loews Corporation’s year-over-year results due to higher revenues from recently completed growth projects, re-contracting at higher rates and higher utilization-based revenues.

Net income attributable to Loews Corporation for 2024 was $1.4 billion, or $6.41 diluted net income per share, compared to net income attributable to Loews Corporation of $1.4 billion, or $6.29 diluted net income per share, in 2023.

Net income attributable to Loews Corporation for 2024 includes a $265 million after-tax and noncontrolling interests pension settlement charge for CNA.

Excluding CNA’s pension charge, net income attributable to Loews Corporation increased by 17% in 2024 compared to 2023 due to increases in net income at CNA and Boardwalk Pipelines and increased net investment income at the parent company, partially offset by a decrease in net income at Loews Hotels & Co.

The increase at CNA is primarily due to higher net investment income driven by favorable returns from limited partnership and common stock investments and higher income from fixed income securities as a result of a larger invested asset base and favorable reinvestment rates and improved underlying underwriting results, partially offset by higher catastrophe losses.

Boardwalk Pipelines’ results improved due to increased transportation revenues from higher re-contracting rates and recently completed growth projects, increased storage and parking and lending revenues and the contribution from the acquisition of Williams Olefins Pipeline Holdco LLC (“Bayou Ethane”) in 2023.

Higher net investment income at the parent company is due to higher returns on equity securities.

These increases were partially offset by lower net income at Loews Hotels & Co primarily due to higher depreciation and interest expenses related to the opening of the Loews Arlington Hotel and Convention Center in the first quarter of 2024 and lower equity income from joint ventures.

In addition, Loews Hotels & Co’s results for 2023 included a gain of $36 million related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property.

CNA Financial

2 unchanged sentences

Year Ended December 31 2024 2023

2022 (a) 2021 (a)

(In millions)

1 unchanged sentence

Net investment income 2,497 2,264

Investment gains (losses) (99) (199) 120

Investment losses (81) (99)

Non-insurance warranty revenue 1,609 1,624

12 unchanged sentences

Net income attributable to Loews Corporation $ 879 $ 1,094

(a) As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021.

Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance.

For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8 .

2024 Compared with 2023

Net income attributable to Loews Corporation increased $482 million for 2023 as compared with 2022.

The increase was primarily due to higher net investment income from limited partnership returns and fixed income securities, improved underwriting income and lower investment losses driven by the favorable change in fair value of non-redeemable preferred stock.

Net income for 2022 also included a $186 million ($131 million after tax and noncontrolling interests) increase to long term care reserves primarily driven by the unfavorable impact of increased cost of care inflation offset by favorable premium rate assumptions.

2022 Compared with 2021

Net income attributable to Loews Corporation decreased $215 million for 2024 as compared with 2023.

The decrease was primarily driven by lower net investment income and investment losses in 2022 as compared with investment gains in 2021.

Lower net investment income was driven by unfavorable limited partnership and common stock results and investment losses were driven by net losses on fixed maturity securities and the unfavorable change in fair value of non-redeemable preferred stock.

These decreases to net income were partially offset by improved underwriting results and higher net investment income from fixed income securities for 2022 as compared with 2021.

Catastrophe losses were $247 million ($174 million after tax and noncontrolling interests) for 2022 as compared with $397

million ($280 million after tax and noncontrolling interests) in 2021.

Catastrophe losses for 2022 and 2021 were driven by severe weather related events, primarily Winter Storm Elliott and Hurricane Ian for 2022 and Hurricane Ida and Winter Storms Uri and Viola for 2021.

The decrease was primarily due to a pension settlement charge of $265 million after-tax and noncontrolling interests and higher catastrophe losses, partially offset by higher net investment income driven by favorable returns from limited partnership and common stock investments and higher income from fixed income securities as a result of a larger invested asset base

and favorable reinvestment rates and improved underlying underwriting results.

For more information on the pension settlement charge see Note 16 of the Notes to Consolidated Financial Statements included under Item 8.

CNA’s Property & Casualty and Other Insurance Operations

5 unchanged sentences

In assessing its insurance operations, CNA utilizes the core income (loss) financial measure.

Core income (loss) is calculated by excluding investment gains or losses from net income (loss).

Core income (loss) is calculated by excluding investment gains or losses and gains or losses resulting from pension settlement transactions from net income (loss).

In addition, core income (loss) excludes the effects of noncontrolling interests.

The calculation of core income (loss) excludes investment gains or losses because investment gains or losses are generally driven by economic factors that are not necessarily reflective of CNA’s primary insurance operations.

The calculation of core income (loss) excludes investment gains or losses because they are generally driven by economic factors that are not necessarily reflective of CNA’s primary insurance operations.

The calculation of core income (loss) excludes gains or losses resulting from pension settlement transactions as they result from decisions regarding CNA’s defined benefit pension plans which are unrelated to its primary insurance operations.

Core income (loss) is deemed to be a non-GAAP financial measure and management believes some investors may find this measure useful to evaluate CNA’s insurance operations.

Please see the non-GAAP reconciliation of net income (loss) to core income (loss) that follows in this MD&A.

Property & Casualty Operations

Please see the non-GAAP reconciliation of net income (loss) to core income (loss) in this MD&A.

In evaluating the results of Property & Casualty Operations, CNA utilizes the loss ratio, the underlying loss ratio, the expense ratio, the dividend ratio, the combined ratio and the underlying combined ratio.

5 unchanged sentences

The dividend ratio is the ratio of policyholders’ dividends incurred to net earned premiums.

The combined ratio is the sum of the loss, expense and dividend ratios.

The combined ratio is the sum of the loss ratio, the expense ratio and the dividend ratio.

The underlying combined ratio is the sum of the underlying loss ratio, the expense ratio and the dividend ratio.

The underlying loss ratio and the underlying combined ratio are deemed to be non-GAAP financial measures, and management believes some investors may find these ratios useful to evaluate CNA’s underwriting performance since they remove the impact of catastrophe losses which are unpredictable as to timing and amount, and development-related items as they are not indicative of current year underwriting performance.

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 within this MD&A.

These changes can be favorable or unfavorable.

Net prior year loss reserve development does not include the effect of any related acquisition expenses.

Further information on CNA’s reserves is provided in Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

In addition, renewal premium change, rate, retention and new business are also utilized in evaluating operating trends.

6 unchanged sentences

Gross written premiums, excluding third-party captives, excludes business which is ceded to third-party captives, including business related to large warranty programs.

CNA uses underwriting gain (loss), calculated using GAAP financial results, to monitor insurance operations.

Underwriting gain (loss) is pretax and is calculated as net earned premiums less total insurance expenses, which includes insurance claims and policyholders’ benefits, amortization of deferred acquisition costs and other insurance related expenses.

Underlying underwriting gain (loss) represents underwriting results excluding catastrophe losses and development-related items.

The following tables summarize the results of CNA’s Property & Casualty Operations for the years ended December 31, 2023 and 2022.

CNA also uses underwriting gain (loss) and underlying underwriting gain (loss), calculated using GAAP financial results, to monitor insurance operations.

Underwriting gain (loss) is deemed to be a non-GAAP financial measure and is calculated pretax as net earned premiums less total insurance expenses, which includes insurance claims and policyholders’

benefits, amortization of deferred acquisition costs and insurance related administrative expenses.

Net income (loss) is the most directly comparable GAAP measure.

Management believes some investors may find this measure useful to evaluate the profitability, before tax, derived from CNA’s underwriting activities which are managed separately from its investing activities.

Underlying underwriting gain (loss) is also deemed to be a non-GAAP financial measure, and represents pretax underwriting gain (loss) excluding catastrophe losses and development-related items.

Management believes some investors may find this measure useful to evaluate the profitability, before tax, derived from CNA’s underwriting activities, excluding the impact of catastrophe losses which are unpredictable as to timing and amount, and development-related items as they are not indicative of CNA’s current year underwriting performance.

The following tables present a reconciliation of net income attributable to Loews Corporation to core income (loss), underwriting gain (loss) and underlying underwriting gain (loss) for t he years ended December 31, 2024 and 2023 :

Year Ended December 31, 2024 Specialty Commercial International Property & Casualty Other Insurance Operations Total

(In millions)

Net income (loss) attributable to Loews Corporation $ 608 $ 603 $ 140 $ 1,351 $ (472) $ 879

Investment (gains) losses 31 44 75 (11) 64

Pension settlement losses 293 293

Noncontrolling interests 55 55 13 123 (43) 80

Core income (loss) $ 694 $ 702 $ 153 $ 1,549 $ (233) $ 1,316

Net investment income 626 733 131 1,490

Non-insurance warranty revenue 62 62

Other expense, including interest expense (53) (14) (10) (77)

Income tax expense on core income (190) (188) (44) (422)

Underwriting gain 249 171 76 496

Effect of catastrophe losses 318 40 358

Effect of favorable development-related items (8) (6) (14)

Underlying underwriting gain $ 241 $ 489 $ 110 $ 840

Year Ended December 31, 2023

Net income (loss) attributable to Loews Corporation $ 605 $ 539 $ 133 $ 1,277 $ (183) $ 1,094

Investment (gains) losses 42 58 (2) 98 (19) 79

Noncontrolling interests 61 55 14 130 (19) 111

Core income (loss) $ 708 $ 652 $ 145 $ 1,505 $ (221) $ 1,284

Net investment income 558 645 103 1,306

Non-insurance warranty revenue 80 80

Other revenue (expense), including interest expense (52) (1) 4 (49)

Income tax expense on core income (195) (174) (48) (417)

Underwriting gain 317 182 86 585

Effect of catastrophe losses 207 29 236

Effect of (favorable) unfavorable development-related items (12) (4) 13 (3)

Underlying underwriting gain $ 305 $ 385 $ 128 $ 818

Property & Casualty Operations

The following tables summarize the results of CNA’s Property & Casualty Operations and provides the components to reconcile the combined ratio and loss ratio to the underlying combined ratio and underlying loss ratio for the years ended December 31, 2024 and 2023.

Year Ended December 31, 2024

International

8 unchanged sentences

Other performance metrics:

Loss ratio excluding catastrophes and development 58.5 % 61.5 % 57.8 % 59.9 %

Effect of catastrophe impacts 4.5 2.5 2.6

Effect of development-related items (0.3) (0.1) 1.1

Loss ratio 59.5 % 68.3 % 60.9 % 64.3 %

2 unchanged sentences

Combined ratio 92.6 % 96.7 % 94.0 % 94.9 %

Combined ratio excluding catastrophes and development 90.7 % 91.6 % 89.0 % 90.9 %

Effect of catastrophe impacts 6.2 3.2 3.6

Effect of favorable development-related items (0.3) (0.1) (0.4) (0.2)

Underlying combined ratio 92.9 % 90.6 % 91.2 % 91.5 %

Underlying loss ratio 59.8 % 62.2 % 58.1 % 60.9 %

Rate 1 % 6 % (1) % 4 %

11 unchanged sentences

Other performance metrics:

Loss ratio excluding catastrophes and development 58.6 % 61.5 % 58.5 % 60.0 %

Effect of catastrophe impacts 0.1 5.6 2.2 3.0

Effect of development-related items (1.3) (0.7) (1.2) (1.0)

Loss ratio 58.2 % 65.9 % 61.4 % 62.5 %

2 unchanged sentences

Combined ratio 90.4 % 96.0 % 92.6 % 93.5 %

Combined ratio excluding catastrophes and development 89.8 % 92.4 % 90.8 % 91.2 %

Effect of catastrophe impacts 4.5 2.5 2.6

Effect of (favorable) unfavorable development- related items

(0.3) (0.1) 1.1

Underlying combined ratio 90.7 % 91.6 % 89.0 % 90.9 %

Underlying loss ratio 58.5 % 61.5 % 57.8 % 59.9 %

Rate 7 % 3 % 5 %

3 unchanged sentences

2024 Compared with 2023

Gross written premiums, excluding third-party captives, for Specialty decreased $14 million in 2023 as compared with 2022 driven by lower new business partially offset by strong retention.

Gross written premiums, excluding third-party captives, for Specialty increased $95 million in 2024 as compared with 2023 driven by retention and favorable renewal premium change.

Net written premiums for Specialty increased $116 million in 2024 as compared with 2023.

The increase in net earned premiums was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $950 million in 2023 as compared with 2022 driven by higher new business and rate.

Gross written premiums for Commercial increased $844 million in 2024 as compared with 2023 driven by favorable renewal premium change, rate and higher new business.

Net written premiums for Commercial increased $589 million in 2024 as compared with 2023.

The increase in net earned premiums was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International increased $91 million in 2023 as compared with 2022.

Excluding the effect of foreign currency exchange rates, gross written premiums increased $102 million driven by favorable renewal premium change.

Gross written premiums for International decreased $2 million in 2024 as compared with 2023.

Excluding the effect of foreign currency exchange rates, gross written premiums decreased $14 million driven by lower new business and rate.

Net written premiums for International increased $25 million in 2024 as compared with 2023.

Excluding the effect of foreign currency exchange rates, net written premiums increased $74 million in 2023 as compared with 2022 .

Excluding the effect of foreign currency exchange rates, net written premiums increased $21 million in 2024 as compared with 2023 driven by favorable adjustments on prior year reinsurance treaties, in the current year.

The increase in net earned premiums was consistent with the trend in net written premiums for International.

Core income increased $265 million in 2023 as compared with 2022 driven by higher net investment income and improved underwriting results.

Catastrophe losses were $236 million in 2023 as compared with $247 million in 2022.

For 2023 and 2022 Specialty had no catastrophe losses and $2 million of catastrophe losses, Commercial had catastrophe losses of $207 million and $222 million and International had catastrophe losses of $29 million and $23 million.

Core income increased $44 million in 2024 as compared with 2023 driven by higher net investment income and improved underlying underwriting results, partially offset by higher catastrophe losses.

Catastrophe losses were $358 million in 2024 as compared with $236 million in 2023, primarily driven by severe weather related events, including $71 million for Hurricane Helene and $33 million for Hurricane Milton in 2024.

For 2024 and 2023, Specialty had no catastrophe losses, Commercial had catastrophe losses of $318 million and $207 million and International had catastrophe losses of $40 million and $29 million.

Favorable net prior year loss reserve development of $31 million and $23 million was recorded in 2024 and 2023.

In 2023 and 2022, Specialty recorded favorable net prior year loss reserve development of $14 million and $40 million, Commercial recorded favorable net prior year loss reserve development of $22 million and $43 million and International recorded unfavorable net prior year loss reserve development of $13 million and favorable net prior year loss reserve development of $13 million.

In 2024 and 2023, Specialty recorded favorable net prior year loss reserve development of $9 million and $14 million, Commercial recorded favorable net prior year loss reserve development of $16 million and $22 million and International recorded favorable net prior year loss reserve development of $6 million and unfavorable net prior year loss reserve development of $13 million.

Further information on net prior year loss reserve development is included in Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

Specialty’s combined ratio increased 1.8 points in 2023 as compared with 2022 primarily due to a 1.0 point increase in the expense ratio and a 0.8 point increase in the loss ratio.

The increase in the expense ratio was driven by higher employee related and acquisition costs.

The increase in the loss ratio was largely due to lower favorable net prior year loss reserve development.

Commercial’s combined ratio improved 1.3 points in 2023 as compared with 2022 due to a 0.8 point improvement in the expense ratio and a 0.5 point improvement in the loss ratio.

The improvement in the expense ratio was driven by higher net earned premiums partially offset by higher employee related costs.

The improvement in the loss ratio was driven by lower catastrophe losses, which were 4.5 points of the loss ratio in 2023, as compared with 5.6 points of the loss ratio in 2022, partially offset by lower favorable net prior year loss reserve development.

International’s combined ratio increased 0.8 points in 2023 as compared with 2022 due to a 1.9 point increase in the loss ratio partially offset by a 1.1 point improvement in the expense ratio.

The increase in the loss ratio was driven by unfavorable net prior year loss reserve development of $13 million recorded for 2023 compared to favorable net prior year loss reserve development of $13 million recorded for 2022.

Specialty’s combined ratio increased 2.2 points in 2024 as compared with 2023 primarily due to a 1.3 point increase in the loss ratio and a 0.8 point increase in the expense ratio.

The increase in the loss ratio was primarily due to an increase in the underlying loss ratio, primarily driven by continued pricing pressure in management liability lines over the last several quarters.

The increase in the expense ratio was driven by lower net earned premium growth.

Commercial’s combined ratio increased 0.7 points in 2024 as compared with 2023 due to a 2.4 point increase in the loss ratio partially offset by a 1.7 point improvement in the expense ratio.

The increase in the loss ratio was primarily driven by higher catastrophe losses, which were 6.2 points of the loss ratio in 2024, as compared with 4.5 points of the loss ratio in 2023 and an increase in the underlying loss ratio, driven by the continuation of elevated loss cost trends in commercial auto and mix of business.

The improvement in the expense ratio was primarily driven by higher net earned premiums.

International’s combined ratio increased 1.4 points in 2024 as compared with 2023 due to a 1.9 point increase in the expense ratio partially offset by a 0.5 point improvement in the loss ratio.

The increase in the expense ratio was driven by higher employee related costs and a favorable reinsurance acquisition related catch-up adjustment recorded in the prior year, partially offset by higher net earned premiums.

The improvement in the loss ratio was primarily driven by favorable net prior year loss reserve development, partially offset by higher catastrophe losses.

Catastrophe losses were 3.2 points of the loss ratio for 2024 , as compared with 2.5 points of the loss ratio for 2023.

The improvement in the expense ratio was driven by higher net earned premiums and a favorable reinsurance acquisition related catch-up adjustment in the third quarter of 2023, partially offset by higher employee related costs.

Other Insurance Operations

1 unchanged sentence

Years Ended December 31 2024 2023

2022 (a) 2021 (a)

(In millions)

2 unchanged sentences

Core loss (233) (221)

(a) As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021.

Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance.

Core loss for Other Insurance Operations for the years ended December 31, 2022 and 2021 were adjusted by $(212) and $(18) as a result of adopting the standard.

For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8.

2024 Compared with 2023

Core results improved $183 million in 2023 as compared with 2022 primarily due to the unfavorable pretax impact of $181 million in 2022 as a result of the annual reserve reviews and higher net investment income, partially offset by long-term care policy buyouts in 2023.

Policy buyouts generally result in an unfavorable impact on core results, as the cash payments are linked to higher statutory reserve levels.

Excluding the impacts of long-term care policy buyouts, 2023 underwriting results are generally in line with reserving expectations.

Both years are inclusive of cash flow assumption updates as a result of the annual reserve review completed in the third quarter of each year.

Cash flow assumption updates for 2023 resulted in an $8 million pretax increase in long-term care reserves.

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

Core results for 2023 also include a $19 million charge related to office consolidation, and a $56 million charge related to unfavorable net prior year loss reserve development for legacy mass tort claims compared with a $51 million charge for legacy mass tort claims in 2022.

Further information on net prior year loss reserve development is included in Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

2022 Compared with 2021

Core results decreased $308 million in 2022 as compared with 2021 primarily due to the unfavorable impact of the 2022 annual reserve reviews and lower net investment income.

Cash flow assumption updates, as a result of the annual reserve reviews, for 2022 resulted in an $186 million pretax increase in long-term care reserves compared to a $3 million pretax increase in 2021.

The decreases to core results for 2022 were partially offset by favorability related to the A&EP Loss Portfolio Transfer (“LPT”) and the prior period recognition of a $12 million loss resulting from the legacy excess workers’ compensation loss portfolio transfer (“EWC LPT”).

The application of retroactive reinsurance accounting to additional cessions to the A&EP LPT resulted in a benefit of $3 million in 2022 as compared to a charge of $25 million in 2021, both of which have no economic impact.

For further information on the A&EP LPT and EWC LPT see Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

Impact of CNA Office Consolidation on 2024 Results

In the first quarter of 2024, CNA committed to consolidate some of its offices.

As a result, CNA anticipates a charge of approximately $16 million pretax in 2024 in Other Insurance Operations.

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

The following table reconciles net income attributable to Loews Corporation to core income for the years ended December 31, 2023, 2022 and 2021:

Year Ended December 31 2023

2022 (a) 2021 (a)

(In millions)

Net income attributable to Loews Corporation $ 1,094 $ 612 $ 1,061

Investment (gains) losses 79 154 (96)

Consolidating adjustments including noncontrolling interests 111 70 123

Total core income $ 1,284 $ 836 $ 1,088

Core income (loss):

Property & Casualty Operations $ 1,505 $ 1,240 $ 1,184

Other Insurance Operations (221) (404) (96)

Total core income $ 1,284 $ 836 $ 1,088

(a) As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021.

Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance.

Core loss for Other Insurance Operations for the years ended December 31, 2022 and 2021 were adjusted by $(212) and $(18) as a result of adopting the standard.

For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8.

Core results decreased by $12 million in 2024 as compared with 2023.

Results in 2024 include higher corporate expenses as a result of continued investments in technology and an unfavorable non-economic impact related to the A&EP loss portfolio transfer (“LPT”).

Results in 2024 also include a $62 million after-tax charge related to unfavorable net prior year loss reserve development for legacy mass tort claims as compared with a $56 million after-tax charge for legacy mass tort claims in 2023.

Both years are inclusive of assumption updates as a result of the annual reserve review completed in the third quarter of each year.

These decreases were partially offset by higher net investment income.

The application of retroactive reinsurance accounting to additional cessions to the A&EP LPT resulted in an after-tax charge of $6 million in 2024 compared to an after-tax benefit of $6 million in 2023, both of which have no economic impact.

Further information on the A&EP LPT and net prior year loss reserve development is included in Note 8 of the Notes to Consolidated Financial Statements included under Item 8.

The cash flow assumption updates from the annual reserve review for 2024 and 2023 resulted in a pretax increase in long-term care reserves of $15 million and $8 million.

The annual structured settlement reserve review resulted in a pretax reduction in claim reserves of $9 million and $6 million for 2024 and 2023.

In addition, results in 2024 include a $16 million after-tax charge related to office consolidation as compared with a $19 million after-tax charge in 2023.

Boardwalk Pipelines

1 unchanged sentence

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

Boardwalk Pipelines is not in the business of buying and selling natural gas and NGLs other than for system management purposes and to facilitate its ethane supply operations, but changes in natural gas and NGL prices may impact the volumes of natural gas or NGLs transported and stored by customers or the ethane supply requirements on its systems.

Boardwalk Pipelines is not in the business of buying and selling natural gas and NGLs other than for system management purposes and to facilitate its ethane supply operations, but changes in natural gas and NGLs prices may impact the volumes of natural gas or NGLs transported and stored by its customers or the ethane supply requirements on its systems.

The pricing contained in the purchase and sales agreements associated with the supply services is generally based on the same ethane commodity index, plus a fixed delivery fee.

Except for possible timing differences that may occur when volumes are purchased in one month and sold in another month, Boardwalk Pipelines’ ethane supply services, like its other businesses, result in it having little to no direct commodity price exposure.

Due to the capital-intensive nature of its business, Boardwalk Pipelines’ operating costs and expenses do not vary significantly based upon the amount of products transported, with the exception of costs recorded in fuel and transportation expense, which are netted with fuel retained on our Consolidated Statements of Operations.

Due to the capital-intensive nature of its business, Boardwalk Pipelines’ operating costs and expenses do not vary significantly based upon the volume of products transported, with the exception of costs recorded in costs associated with service revenues.

For further information on Boardwalk Pipelines’ revenue recognition policies see Note 1 of the Notes to Consolidated Financial Statements included under Item 8.

Boardwalk Pipelines’ operations and maintenance expenses are impacted by its compliance with the requirements of, among other regulations, the Pipeline and Hazardous Materials Safety Administration Mega Rule (“Mega Rule”) and Boardwalk Pipelines’ efforts to monitor, control and reduce emissions, as further discussed below.

On September 29, 2023, Boardwalk Pipelines acquired 100% of the equity interests of Bayou Ethane from Williams Field Services Group, LLC for $355 million in cash.

Bayou Ethane provides ethane supply and transportation services for industrial customers in Louisiana and Texas.

For further information see Note 2 of the Notes to Consolidated Financial Statements included under Item 8.

Boardwalk Pipelines acquired Williams Olefins Pipeline Holdco LLC (“Bayou Ethane”) in September 2023 and began providing ethane supply and transportation services.

For more information see Note 2 of the Notes to Consolidated Financial Statements included under Item 8.

Firm Agreements

1 unchanged sentence

For the year ended December 31, 2024, approximately 86% of Boardwalk Pipelines’ revenues were derived from capacity reservation fees under firm contracts or from contracts with minimum volume commitments.

The table below shows a rollforward of projected operating revenues under committed firm agreements in place as of December 31,

2022 to December 31, 2023, including agreements for transportation, storage, ethane supply and other services, over the remaining term of those agreements:

The table below shows a rollforward of projected operating revenues under committed firm agreements in place as of December 31, 2023 to December 31, 2024, including agreements for transportation, storage, ethane supply and other services, over the remaining term of those agreements:

As of December 31, 2024

3 unchanged sentences

Actual revenues recognized from firm agreements in 2024 (a)

Firm agreements entered into or acquired in 2023

Firm agreements entered into in 2024

Total projected operating revenues under committed firm agreements as of December 31, 2024

(a) Reflects an increase of $114 million in Boardwalk Pipelines’ actual 2024 revenues recognized from fixed fees under firm agreements as compared with its expected 2024 revenues from fixed fees under firm agreements, including agreements for transportation, storage and other services as of December 31, 2023, primarily due to an increase from contract renewals at higher rates that occurred in 2024.

The Bayou Ethane acquisition also contributed $14.3 million to the increase.

During 2023 , Boardwalk Pipelines entered into $1.9 billion of new firm agreements, of which approximately 16% were from new growth projects executed in 2023 and 9%, or $178 million, were from the agreements assumed as part of the Bayou Ethane acquisition.

During 2024 , Boardwalk Pipelines entered into $6.0 billion of new firm agreements, of which approximately 78% were associated with new growth projects executed in 2024.

For firm agreements associated with new growth projects, the associated assets may not be placed into commercial service until sometime in the future.

Further, the table above includes $3.8 billion of estimated revenues that are anticipated under executed precedent transportation agreements for growth projects that are subject to regulatory approvals.

Each year, a portion of Boardwalk Pipelines’ firm transportation and storage agreements expire.

The rates Boardwalk Pipelines is able to charge customers are heavily influenced by market trends (both short and longer term), including the available supply, geographical location of natural gas production, the competition between producing basins, competition with other pipelines for supply and markets, the demand for gas by end-users such as power plants, petrochemical facilities and LNG export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials).

The rates Boardwalk Pipelines is able to charge customers are heavily influenced by market trends (both short and longer term), including the available supply, geographical location of natural gas production, the competition between producing basins, competition with other pipelines for supply and markets, the demand for gas by end-users such as electric power generators, petrochemical facilities and LNG export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials).

As of December 31, 2024, Boardwalk Pipelines’ top ten customers under committed firm agreements comprised approximately 62% of its total projected operating revenues and the credit profile associated with Boardwalk Pipelines’ customers comprising the total projected operating revenues under committed firm agreements was 82% rated as investment grade, 3% rated as non-investment grade and 15% not rated.

3 unchanged sentences

PHMSA has developed regulations that require transportation pipeline operators to implement integrity management programs to comprehensively evaluate certain high-risk areas, known as HCAs, and MCAs, along pipelines and take additional safety measures to protect people and property in these areas.

The HCAs for natural gas pipelines are predicated on high-population density areas (which, for natural gas transmission lines, include Class 3 and 4 areas and, depending on the potential impacts of a risk event, may include Class 1 and 2 areas) whereas HCAs along Boardwalk Pipelines’ NGL pipelines are based on high-population density areas, areas near certain drinking water sources and unusually sensitive ecological areas.

The HCAs for natural gas pipelines are predicated on high-population density areas (which, for natural gas transmission lines, include Class 3 and 4 areas and, depending on the potential impacts of a risk event, may include Class 1 and 2 areas) whereas HCAs along Boardwalk Pipelines’ NGLs pipelines are based on high-population density areas, areas near certain drinking water sources and unusually sensitive ecological areas.

These regulations have resulted in an overall increase in Boardwalk Pipelines’ ongoing maintenance costs, including maintenance capital and maintenance expense.

In 2019, PHMSA issued the first part of its gas Mega Rule, which became effective on July 1, 2020.

This regulation imposed numerous requirements, including MAOP reconfirmation through re-verification of all historical records for pipelines in service, which re-certification process may require natural gas pipelines installed before 1970 (previously excluded from certain pressure testing obligations) to be pressure tested, the periodic assessment of additional pipeline mileage outside of HCAs (in MCAs as well as Class 3 and Class 4 areas), the reporting of exceedances of MAOP and the consideration of seismicity as a risk factor in integrity management.

In 2021, PHMSA issued a final rule that will impose safety regulations related to onshore gas gathering lines and 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 in May 2023, PHMSA 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.

PHMSA has issued a series of significant rulemakings for onshore gas transmission pipelines (e.g., relating to MAOP reconfirmation and exceedance reporting, the integrity assessment of additional pipeline mileage and the consideration of seismicity as a risk factor in integrity management).

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

Five safety standards included in that rule were challenged by industry trade groups, and in August 2024, the U.S.

Court of Appeals for the D.C.

Circuit struck down four of the five challenged safety standards.

In September 2023, PHMSA published a proposed rule that, if finalized, 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.

Due to the nature of Boardwalk Pipelines’ business, its operations emit various types of GHGs.

Boardwalk Pipelines seeks to carefully monitor its emissions and expects to incur additional costs to mitigate emissions.

Boardwalk Pipelines seeks to monitor its emissions and expects to incur additional costs to mitigate emissions.

New legislation or regulations could increase the costs related to operating and maintaining Boardwalk Pipelines’ facilities.

1 unchanged sentence

Boardwalk Pipelines has been focused on seeking to meet and, in certain instances, pursuing projects aimed at exceeding regulatory obligations (such as those found in the Clean Air Act (“CAA”)) by working to reduce emissions of regulated air pollutants, including methane, associated with its pipeline transportation and storage assets.

For example, in selecting new compression equipment for growth or asset reliability projects, Boardwalk Pipelines considers air emissions as a component in the decision-making process and, when appropriate, places increased emphasis in the selection process on equipment with emissions performance that exceeds applicable federal standards.

Several of Boardwalk Pipelines’ reliability projects over the last few years have resulted in replacement of older, higher-emitting compressor drivers with units equipped with advanced emission control systems.

For example, when selecting new compression equipment for growth or asset reliability projects, Boardwalk Pipelines considers air emissions as a component in the decision-making process and, when appropriate, places increased emphasis on equipment with emissions performance that exceeds applicable federal standards.

Several of Boardwalk Pipelines’ reliability projects over the last few years have resulted in the replacement of older, higher-emitting compressor drivers with units equipped with advanced emission control systems.

As a result, these projects have resulted in decreases in emissions of nitrogen oxides and other air pollutants.

6 unchanged sentences

• using optical gas imaging cameras to scan natural gas piping and components at Boardwalk Pipelines’ compressor stations to visualize any leaks in real time;

• installing continuous monitoring emission detection equipment at three compression stations;

• installing continuous monitoring emission detection equipment at certain compression stations;

• employing experts in air emissions to develop and monitor efforts in reducing emissions;

• reducing methane emissions vented to the atmosphere from transmission pipeline blowdowns by using existing and portable compression and flaring when feasible;

• installing repair sleeves and composite wraps where appropriate to avoid pipeline blowdowns;

• installing repair sleeves and composite wraps where appropriate and practical to avoid pipeline blowdowns;

• evaluating software tools to optimize our GHG emissions management system;

• exploring options to replace high-bleed natural gas pneumatic devices with low or zero flow bleed devices;

• reducing methane emissions from rod packing seals on reciprocating compressors, where appropriate.

• reducing methane emissions from rod packing seals on reciprocating compressors, where appropriate and practical.

However, Boardwalk Pipelines cannot guarantee that it will be able to implement any of the opportunities it may review or explore, or, for any opportunities it chooses to implement, to implement them in their intended manner or within a specific timeframe or across all operational assets.

These new and any future regulations adopted by PHMSA and efforts to reduce GHG emissions are expected to cause Boardwalk Pipelines to incur increased capital and operating costs, may cause Boardwalk Pipelines to experience operational delays and may result in potential adverse impacts to its ability to reliably serve its customers.

These new and any future regulations adopted by PHMSA and efforts to reduce GHG emissions are expected to cause Boardwalk Pipelines’ capital and operating costs to increase in 2025 and in future years, may cause Boardwalk Pipelines to experience operational delays and may result in potential adverse impacts to its ability to reliably serve its customers.

For more information, see Item 1.

2 unchanged sentences

Maintenance costs may be capitalized or expensed, depending on the nature of the activities.

For any given reporting period, the mix of projects that Boardwalk Pipelines undertakes will affect the amounts it records as property, plant and equipment on the Consolidated Balance Sheets or recognizes as expenses, which impacts earnings.

In 2024, Boardwalk

Pipelines expects to spend approximately $505 million to maintain its pipeline systems, comply with regulations and monitor, control and reduce its GHG emissions, of which approximately $215 million is expected to be maintenance capital.

Boardwalk Pipelines began incurring costs to implement the Mega Rule’s requirements in 2021, and based on its current projections, it believes that these costs have stabilized.

In 2025, Boardwalk Pipelines expects to spend approximately $504 million to maintain its pipeline systems, comply with regulations and monitor, control and reduce its GHG emissions, of which approximately $203 million is expected to be maintenance capital.

In 2024 , Boardwalk Pipelines spent $513 million on these matters, of which $202 million was recorded as maintenance capital.

2 unchanged sentences

Boardwalk Pipelines also utilizes a non-GAAP measure, earnings before interest, income tax expense, depreciation and amortization (“EBITDA”) as a financial measure to assess its operating and financial performance and return on invested capital.

Management believes some investors may find this measure useful in evaluating Boardwalk Pipelines’ performance.

Management believes some investors may find this measure useful in evaluating Boardwalk Pipelines’ performance as EBITDA is a commonly used metric within the midstream industry.

Year Ended December 31 2024

15 unchanged sentences

Total revenues increased $429 million in 2024 as compared with 2023.

Including fuel and transportation expenses and product costs, operating revenues increased $88 million.

Boardwalk Pipelines’ transportation revenues increased $71 million, primarily due to re-contracting at higher rates and recently completed growth projects, storage and parking and lending revenues increased $23 million due to favorable market conditions and the Bayou Ethane acquisition contributed $11 million, resulting from product sales of $99 million and product costs of $88 million.

These increases were partially offset by $9 million from lower sales of other NGL products.

Operating costs and expenses increased $142 million in 2023 as compared with 2022.

Excluding expenses and product costs offset with operating revenues, operating costs and expenses increased $51 million primarily due to increased costs from maintenance projects associated with the requirements of the Mega Rule, higher materials and supplies, outside services and employee-related costs and expenses from the Bayou Ethane acquisition.

Depreciation and amortization expense increased $16 million in 2023 as compared with 2022 primarily due to an increased asset base from recently completed growth projects, the Bayou Ethane acquisition and a change in the estimated life of certain assets.

Interest expense decreased $11 million in 2023 as compared with 2022, primarily due to lower average outstanding long-term debt.

Boardwalk Pipelines’ transportation revenues increased $93 million, primarily due to re-contracting at higher rates and recently completed growth projects;

storage, parking and lending revenues increased $31 million due to favorable market conditions which allowed for contracting at higher rates;

product sales revenues from the sale of natural gas, ethylene and propane increased by $23 million due to opportunistic market conditions;

and the Bayou Ethane acquisition contributed $262 million of incremental operating revenues, primarily resulting from ethane product sales.

Operating costs and expenses increased $252 million in 2024 as compared with 2023 primarily reflecting operations of the Bayou Ethane acquisition.

Additionally, Boardwalk Pipelines’ operation and maintenance expenses increased primarily due to higher maintenance projects associated with compliance activities and administrative and general costs increased from higher employee-related costs.

Depreciation and amortization expenses increased $17 million in 2024 as compared with 2023 due to an increased asset base from recently completed growth projects and the Bayou Ethane acquisition .

Interest expenses increased $28 million in 2024 as compared with 2023, primarily due to the pre-financing of Boardwalk Pipeline’s $600 million of debt that matured on December 15, 2024.

Income tax expense increased $2 million in 2024 as compared with 2023, and includes a $36 million income tax benefit from an adjustment to deferred state income taxes for a rate reduction effective in 2025.

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

6 unchanged sentences

Depreciation and amortization

$ 1,086 $ 929

Loews Hotels & Co

7 unchanged sentences

Operating and other 653 558

Operating 558 483

Asset impairments 12

8 unchanged sentences

2024 Compared with 2023

Net income attributable to Loews Corporation improved by $30 million in 2023 as compared with 2022.

Net income attributable to Loews Corporation decreased by $77 million in 2024 as compared with 2023.

Results for 2023 include a gain of $46 million ($36 million after tax) related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property.

Operating revenues improved by $128 million and operating expenses increased by $95 million in 2024 as compared with 2023.

The increase in operating revenues was driven by consolidating the results of a property previously accounted for under the equity method and a higher overall occupancy level at owned hotels.

The increase in operating expenses was largely due to consolidating the results of a property previously accounted for under the equity method in addition to increased staffing costs and higher property taxes.

The increas e in operating revenues and operating expenses was primarily driven by the opening of the Loews Arlington Hotel and Convention Center in the first quarter of 2024.

Operating revenues also improved due to higher occupancy levels at many city center hotels as a result of the continued recovery in group travel in 2024 as compared to 2023 and an increase in food and beverage revenues.

Operating expenses also increased due to increased staffing costs as well as higher insurance expenses and property taxes.

Equity income from joint ventures decreased $43 million in 2024 as compared to 2023.

The overall occupancy level at joint venture properties was lower in 2023 as compared to 2022, while average daily rates increased nominally for 2023 compared to 2022.

Expenses at joint venture properties increased in 2023 compared to 2022, largely due to increased staffing costs, as well as higher insurance, property taxes and interest costs.

In 2023 and 2022, Loews Hotels & Co recorded impairment charges of $12 million and $25 million to reduce the carrying value of certain assets to their estimated fair value.

Interest expense for 2023 increased $3 million as compared with 2022 due primarily to consolidating the results of a property previously accounted for under the equity method, and a lower favorable impact from interest rate caps, offset by the increase in capitalized interest on projects under development.

The decrease was driven by a reduction in overall occupancy levels at many joint venture hotels, particularly at the Universal Orlando Resort, in 2024 compared to 2023.

Additionally, an impairment charge recorded at a joint venture property reduced Loews Hotels & Co’s equity income by $19 million in 2024.

In addition, expenses at joint venture properties in 2024 increased as compared to 2023, largely due to increased staffing costs, as well as higher insurance expenses and property taxes.

In 2023, Loews Hotels & Co recorded impairment charges of $12 million to reduce the carrying value of certain assets to their estimated fair value.

Depreciation and amortization expense increased $24 million in 2024 as compared with 2023, mainly due to the opening of the Loews Arlington Hotel and Convention Center in the first quarter of 2024.

Interest expense for 2024 increased $37 million as compared with 2023 primarily due to placing the Loews Arlington Hotel and Convention Center into service during the first quarter of 2024, after which Loews Hotels & Co no longer capitalized interest on that project .

Corporate operations consist primarily of investment income, interest expense and administrative costs at the Parent Company.

4 unchanged sentences

(In millions)

Net investment income (loss) $ 114 $ (7)

Operating revenues and other 5

Total 114 (2)

Net investment income $ 242 $ 114

Operating and other 77 120

2 unchanged sentences

Total 179 209

Loss before income tax (95) (191)

Income tax benefit 5 37

Net loss attributable to Loews Corporation $ (90) $ (154)

Income (loss) before income tax 63 (95)

Income tax (expense) benefit (11) 5

Net income (loss) attributable to Loews Corporation $ 52 $ (90)

2024 Compared with 2023

Net investment income for the Parent Company was $114 million in 2023 as compared with net investment loss of $7 million in 2022, primarily due to higher income from short-term investments and fixed maturity securities and the favorable change in the fair value of equity based investments in the trading portfolio.

Operating and other expenses increased $29 million in 2023 as compared with 2022.

These increases were primarily due to a settlement expense of $47 million in 2023 to recognize previously unrealized losses, which were included in AOCI, due to the termination of a non-contributory defined benefit plan.

This increase is partially offset by higher legal fees and corporate overhead expenses in 2022.

For additional information on the settlement expense see Note 16 of the Notes to Consolidated Financial Statements included under Item 8.

Interest expenses decreased $9 million in 2023 as compared with 2022, due to the retirement of the Parent Company’s $500 million aggregate principal amount of its 2.6% senior notes in May of 2023.

The lower income tax benefit in 2023, as compared to 2022, included an adjustment to deferred state income taxes.

Net income attributable to Loews Corporation increased $142 million in 2024 as compared with 2023 primarily due to the reasons discussed below.

Net investment income for the Parent Company increased $128 million in 2024 as compared with 2023 primarily due to higher returns on equity-based investments.

Operating and other expenses decreased $43 million in 2024 as compared with 2023, primarily due to a settlement expense of $47 million in 2023 to recognize unrealized losses, which were included in AOCI, due to the termination of a defined benefit pension plan.

For additional information see Note 16 of the Notes to Consolidated Financial Statements included under Item 8.

LIQUIDITY AND CAPITAL RESOURCES

1 unchanged sentence

Parent Company cash and investments, net of receivables and payables, totaled $3.3 billion at December 31, 2024 as compared to $2.6 billion at December 31, 2023.

In 2023 , we received $1.0 billion in cash dividends from our subsidiaries, including a special cash dividend of $293 million from CNA.

Cash outflows in 2023 included the payment of $ 849 million to fund treasury stock purchases, $500 million to retire at maturity the outstanding aggregate principal amount of our 2.6% senior notes, $57 million of cash dividends to our shareholders, $178 million to purchase common shares of CNA and equity contributions of $38 million to Loews Hotels & Co.

In March of 2024, we will receive cash dividends of $606 million from CNA.

In 2024 , we received $1.3 billion in cash dividends from our subsidiaries, including a special cash dividend of $497 million from CNA and distributions of $400 million from Boardwalk Pipelines.

Cash outflows in 2024 included the payment of $608 million to fund treasury stock purchases and $55 million of cash dividends to our shareholders.

In the first quarter of 2025, we expect to receive cash dividends of $611 million from CNA and $75 million from Boardwalk Pipelines.

As a holding company we depend on dividends from our subsidiaries and returns on our investment portfolio to fund our obligations.

2 unchanged sentences

Depending on market and other conditions, we may purchase shares of our and our subsidiaries outstanding common stock in the open market, in privately negotiated transactions or otherwise.

In 2023 , we purchased 14.0 million shares of Loews Corporation com mon stock and 4.5 million shares of CNA’s common stock.

As of Feb ruary 2, 2024, there were 222,201,139 shares of Loews Corporation common stock outstanding.

Loews Corporation has a corporate credit and senior debt rating of A with a stable outlook from S&P Global Ratings (“S&P”), a senior debt rating of A3 with a stable outlook from Moody’s Investors Service (“Moody’s”) and a senior debt rating of A- with a stable outlook from Fitch Ratings Inc.

In 2024 , we purchased 7.7 million shares of Loews Corporation com mon stock.

As of February 7, 2025, we had purchased an additional 1.9 million shares of Loews Corporation common stock in 2025 at an additional aggregate cost of $164 million.

As of February 7, 2025 , there were 212,861,300 shares of Loews Corporation common stock outstanding.

Loews Corporation has a corporate credit and senior debt rating of A with a stable outlook from S&P Global Ratings (“S&P”) and a senior debt rating of A3 with a stable outlook from Moody’s Investors Service (“Moody’s”).

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

The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend on many factors, including our earnings, financial condition and business needs.

CNA’s cash provided by operating activities was $2.3 billion in 2023 and $2.5 billion in 2022.

The decrease in cash provided by operating activities was driven by higher net claim payments, which includes long-term care policy buyouts of $193 million and higher operating expenses, partially offset by an increase in premiums collected.

CNA’s cash provided by operating activities was $2.6 billion in 2024 as compared with and $2.3 billion in 2023.

The increase in cash provided by operating activities was driven by an increase in premiums collected and higher earnings from fixed income securities, partially offset by an increase in net claim payments and higher operating expenses.

CNA paid cash dividends of $3.76 per share on its common stock, including a special cash dividend of $2.00 per share, in 2024 .

4 unchanged sentences

Under these laws, ordinary dividends, or dividends that do not require prior approval by the Illinois Department of Insurance (the “Department”), are determined based on the greater of the prior year’s statutory net income or 10% of statutory surplus as of the end of the prior year, as well as the timing and amount of dividends paid in the preceding 12 months.

Additionally, ordinary dividends may only be paid from earned surplus, which is calculated by removing unrealized gains from unassigned surplus.

Additionally, ordinary dividends may only be

paid from earned surplus, which is calculated by removing unrealized gains from unassigned surplus.

As of December 31, 2024, CCC was in a positive earned surplus position.

The maximum allowable dividend CCC could pay during 2025 that would not be subject to the Department’s prior approval is $1.1 billion , less dividends paid during the preceding twelve months measured at that point in time.

CCC paid dividends of $1.1 billion in 2023 .

CCC paid dividends of $995 million in 2024 .

The actual level of dividends paid in any year is determined after an assessment of available dividend capacity, holding company liquidity and cash needs as well as the impact the dividends will have on the statutory surplus of the applicable insurance company.

In 2023 , CNA completed a public offering of $500 million aggregate principal amount of its 5.5% senior notes due June 15, 2033 and repaid at maturity the $243 million outstanding aggregate principal balance of its 7.3% debenture.

CNA has a financial strength rating of A and senior debt rating of bbb+ from A.M.

In February of 2024 , CNA completed a public offering of $500 million aggregate principal amount of its 5.1% senior notes due February 15, 2034 and in May of 2024, CNA repaid at maturity the outstanding $550 million aggregate principal amount of its 4.0% senior notes.

CNA has an insurer financial strength rating of A and senior debt rating of bbb+ from A.M.

Best Company (“A.M.

Best”), a financial strength rating of A2 and senior debt rating of Baa2 from Moody’s, a financial strength rating of A+ and senior debt rating of A- from S&P and financial strength rating of A+ and senior debt rating of BBB+ from Fitch.

Best, Moody’s, S&P and Fitch maintain stable outlooks across CNA’s financial strength and senior debt credit ratings.

Best”), an insurer financial strength rating of A2 and senior debt rating of Baa2 from Moody’s, an insurer financial strength rating of A+ and senior debt rating of A- from S&P and an insurer financial strength rating of A+ and senior debt rating of BBB+ from Fitch.

Best and Moody’s maintain positive outlooks across CNA’s insurer financial strength and senior debt ratings.

Best revised its outlook on CNA’s ratings to positive from stable in December 2024.

Moody’s revised its outlook on CNA’s ratings to positive from stable in November 2024.

S&P and Fitch maintain stable outlooks across CNA’s insurer financial strength and senior debt ratings.

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

1 unchanged sentence

For 2024 and 2023, Boardwalk Pipelines’ capital expenditures were $392 million and $382 million, consisting of growth capital expenditures of $190 million and $218 million and maintenance capital expenditures of $202 million and $164 million.

During 2022, Boardwalk Pipelines also spent $7 million on natural gas to be used in its integrated natural gas pipeline system.

Boardwalk Pipelines expects total capital expenditures to be approximately $420 million in 2024, including approximately $215 million for maintenance capital and $205 million related to growth projects.

During 2023, Boardwalk Pipelines acquired Bayou Ethane for $355 million.

Boardwalk Pipelines anticipates that its existing capital resources, including its cash on hand, revolving credit facility and cash flows from operating activities, will be adequate to fund its operations and capital expenditures for 2024 .

See Boardwalk Pipelines:

Pipeline System Maintenance and GHGs Emission Reduction Initiatives in this MD&A for further information about factors impacting Boardwalk Pipelines’ maintenance capital spending.

Boardwalk Pipelines expects total capital expenditures to be approximately $269 million in 2025, including approximately $203 million for maintenance capital and $66 million related to growth projects.

Boardwalk Pipelines expects to spend a total of approximately $1.6 billion on its ongoing and announced growth projects, with expected in-service dates for these projects ranging from 2025 to 2029.

Refer to Boardwalk Pipelines in Part I, Item 1.

Business of this Annual Report on Form 10-K for further information on Boardwalk Pipelines’ growth projects.

Boardwalk Pipelines anticipates that its existing capital resources, including its cash and cash equivalents, revolving credit facility and cash flows from operating activities, will be adequate to fund its operations and capital expenditures for 2025 .

Boardwalk Pipelines may seek to access the debt markets to fund some or all capital expenditures for growth projects or acquisitions, to refinance maturing debt or for general partnership purposes.

Boardwalk Pipelines has an effective shelf registration statement on file with the SEC under which it may publicly issue $1.5 billion of debt securities, warrants or rights from time to time.

Boardwalk Pipelines has $600 million outstanding aggregate principal amount of its 5.0% notes maturing in December of 2024, which it expects to retire near or at maturity through available capital resources, including borrowing under its revolving credit facility or publicly issuing debt securities.

In June of 2023, Boardwalk Pipelines’ amended its revolving credit facility to extend the maturity date by one year to May 26, 2028 .

As of December 31, 2023 , Boardwalk Pipelines had $25 million of outstanding borrowings and $975 million of available borrowing capacity under its revolving credit facility.

In December of 2023 , Boardwalk Pipelines paid a distribution of $300 million to the Company.

As of February 7, 2025, Boardwalk Pipelines also has an effective shelf registration statement on file with the SEC under which it may publicly issue up to $900 million of debt securities, warrants or rights from time to time.

In February of 2024 , Boardwalk Pipelines completed a public offering of $600 million aggregate principal amount of its 5.6% senior notes due August 1, 2034 .

The net proceeds from this offering were used to retire $600 million of its 5.0% senior notes at maturity in December 2024.

As of December 31, 2024, Boardwalk Pipelines had no outstanding borrowings under its revolving credit facility and the full borrowing capacity of $1.0 billion available to it.

In 2024 , Boardwalk Pipelines paid distributions of $400 million to the Company.

Boardwalk Pipelines has a senior debt rating of BBB with a stable outlook from S&P, a senior debt rating of Baa2 with a stable outlook from Moody’s and a senior debt rating of BBB with a stable outlook from Fitch.

As of December 31, 2023 , Loews Hotels & Co, through its subsidiaries, had $532 million in mortgage loans that mature within twelve months.

Loews Hotels & Co currently intends to refinance or exercise options to extend these loans prior to maturity.

Refinancing or extending any indebtedness, including loans of unconsolidated joint venture partnerships, may require Loews Hotels & Co to make principal pay downs, establish restricted cash reserves or provide guaranties of the subsidiary’s debt.

Loews Hotels & Co, through its subsidiaries, has mortgage loans maturing beyond twelve months as of December 31, 2024 , which it may refinance before they mature.

Refinancing any indebtedness, including loans of unconsolidated joint venture partnerships, may require Loews Hotels & Co to make principal pay downs, establish restricted cash reserves or provide guaranties of the subsidiary’s debt.

Through the date of this Report, all Loews Hotels & Co’s subsidiaries are in compliance with their debt covenants.

In 2023, Loews Hotels & Co received capital contributions of $38 million from Loews Corporation to fund development projects.

Loews Hotels & Co refinanced $532 million in mortgage loans in 2024, all of which mature beyond twelve months as of December 31, 2024 .

In 2024, Loews Hotels & Co acquired all the remaining outstanding noncontrolling equity interests of two owned and consolidated hotels for a total of $44 million.

In addition, Loews Hotels & Co received aggregate proceeds of $23 million for the sale of an owned hotel.

Cont ractual Obligations

38 unchanged sentences

Net investment income $ 2,497 $ 2,264

Effective income yield for the fixed income securities

portfolio 4.7 % 4.4 %

Limited partnership and common stock return 9.4 % (1.4) %

CNA’s net investment income increased $459 million in 2023 as compared with 2022, driven by favorable limited partnership returns and higher income from fixed income securities as a result of the rising interest rate environment.

Effective income yield for the fixed income securities portfolio 4.8 % 4.7 %

Limited partnership and common stock return for the period 13.3 % 9.4 %

CNA’s net investment income increased $233 million in 2024 as compared with 2023, driven by favorable limited partnership and common stock returns, as well as higher income from fixed income securities as a result of a larger invested asset base and favorable reinvestment rates.

Investment Gains (Losses)

14 unchanged sentences

Investment losses attributable to Loews Corporation $ (59) $ (71)

CNA’s investment losses decreased $100 million in 2023 as compared with 2022, driven by the favorable change in fair value of non-redeemable preferred stock.

Additionally, Derivatives, short-term and other for 2022 included an $18 million non-economic net gain related to the novation of a coinsurance agreement on CNA’s legacy annuity business in its Other Insurance Operations and the associated funds withheld embedded derivative.

The coinsurance agreement was novated in the fourth quarter of 2022.

CNA’s pretax investment losses decreased $18 million in 2024 as compared with 2023, driven by the favorable change in fair value of non-redeemable preferred stock and lower net losses on disposals of fixed maturity securities, partially offset by higher impairment losses.

Further information on CNA’s investment gains and losses is set forth in Note 3 of the Notes to Consolidated Financial Statements included under Item 8.

16 unchanged sentences

As of December 31, 2024 and 2023, 1% of CNA’s fixed maturity portfolio was rated internally.

AAA rated securities included $0.2 billion and $0.3 billion of pre-funded municipal bonds as of December 31, 2023 and 2022.

AAA rated securities included $0.2 billion of pre-funded municipal bonds as of December 31, 2024 and 2023.

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

26 unchanged sentences

December 31, 2024

December 31, 2023

Estimated Fair Value

Net Unrealized Gains (Losses)

Estimated Fair Value

Net Unrealized Gains

(In millions)

2 unchanged sentences

Office $ 339 $ (43) $ 306 $ (70)

Retail 283 (28)

Lodging 271 (8) 227 (23)

Industrial 93 (4)

Retail 268 (10) 283 (28)

Multifamily 50 (1) 59 (3)

Industrial 42 (3) 93 (4)

Total single asset, single borrower 970 (65) 968 (128)

2 unchanged sentences

December 31, 2024

December 31, 2023

Estimated Fair Value

Net Unrealized Gains (Losses)

Estimated Fair Value

Net Unrealized Gains

(In millions)

1 unchanged sentence

AAA $ 736 $ (14) $ 570 $ (27)

AA 609 (60) 594 (95)

A 163 (20) 202 (30)

BBB 139 (20) 216 (45)

Non-investment grade 34 (17) 49 (26)

2 unchanged sentences

December 31, 2024

December 31, 2023

Estimated Fair Value

Net Unrealized Gains (Losses)

Estimated Fair Value

Net Unrealized Gains

(In millions)

2 unchanged sentences

Office 239 (12) 250 (20)

Self-Storage 98 (5) 85 (6)

Industrial 93 (3) 99 (1)

1 unchanged sentence

Total corporate and other bonds - REITs $ 1,295 $ (48) $ 1,316 $ (68)

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

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

December 31, 2024

December 31, 2023

Estimated Fair Value

Net Unrealized Gains (Losses)

Estimated Fair Value

Net Unrealized Gains

(In millions)

Corporate and other bonds - REITs:

A 310 $ (6) 285 $ (3)

BBB 942 (40) 994 (64)

Non-investment grade 37 (2) 27 (1)

3 unchanged sentences

This assessment utilizes historical credit loss experience adjusted to reflect current conditions and reasonable and supportable forecasts.

As of December 31, 2023 the allowance for expected credit losses on CNA’s mortgage portfolio was $35 million, or 3.3% of its amortized cost basis.

As of December 31, 2024 and 2023, the allowance for expected credit losses on CNA’s mortgage portfolio was $35 million, or 3.3% of its amortized cost basis.

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

December 31, 2024

Amortized Cost Percentage of Total

December 31, 2023

Amortized Cost Percentage of Total Amortized Cost Percentage of Total

(In millions, except %)

3 unchanged sentences

Industrial 123 12 124 12

Other 165 16 181 17

Total mortgage loans 1,054 100 % 1,070 100 %

2 unchanged sentences

In addition to the mortgage loan portfolio, CNA invests in securitized credit tenant loans and ground lease financings that are classified as fixed maturity securities and are largely investment grade quality.

As of December 31, 2023, these holdings had an estimated fair value of $479 million and net unrealized losses of $87 million.

As of December 31, 2024 and 2023 , these holdings had an estimated fair value of $471 million and $479 million, and net unrealized losses of $118 million and $87 million.

CNA owns other fixed maturity securities which have exposure to cell towers, data centers and other collateral types that could be viewed as having real estate characteristics.

CNA views these securities to have risks more similar to operating enterprises that do not share the same risks as the broader commercial real estate market.

CNA does not hold any direct investments in commercial real estate.

Additionally, CNA does not have significant exposure through its limited partnership portfolio to funds whose primary strategy is real estate focused.

Additionally, CNA does not have significant real estate exposure through its limited partnership portfolio.

A primary objective in the management of CNA’s investment portfolio is to optimize return relative to the corresponding liabilities and respective liquidity needs.

11 unchanged sentences

(In millions of dollars)

Investments supporting Other Insurance Operations $ 15,137 10.2 $ 14,511 9.9

Other investments 27,981 4.5 25,445 4.7

Life & Group $ 14,915 9.8 $ 15,137 10.2

Property & Casualty and other 28,779 4.3 27,981 4.5

Total $ 43,694 6.2 $ 43,118 6.5

21 unchanged sentences

The data is organized at a reserve group level.

A reserve group typically can be a

line of business covering a subset of insureds such as commercial automobile liability for small or middle market customers, or it can be a particular type of claim such as construction defect.

A reserve group typically can be a line of business covering a subset of insureds such as commercial automobile liability for small or middle market customers, or it can be a particular type of claim such as construction defect.

Every reserve group is reviewed at least once during the year, but most are reviewed more frequently.

33 unchanged sentences

The use of case incurred losses instead of paid losses can result in development patterns that are less variable than paid patterns.

However, the inclusion of case reserves can lead to distortions if changes in case reserving have taken place, and the method typically requires analysis of the same factors that need to be reviewed for the loss ratio and incurred development methods.

However, the inclusion of case reserves can lead to distortions if changes

in case reserving have taken place, and the method typically requires analysis of the same factors that need to be reviewed for the loss ratio and incurred development methods.

The frequency times severity method multiplies a projected number of ultimate claims by an estimated ultimate average loss for each accident or policy year to produce ultimate loss estimates.

34 unchanged sentences

These significant factors are the ones that CNA believes could most likely materially affect the reserves.

This discussion covers

the major types of business for which CNA believes a material deviation to its reserves is reasonably possible.

This discussion covers the major types of business for which CNA believes a material deviation to its reserves is reasonably possible.

There can be no assurance that actual experience will be consistent with the current assumptions or with the variation indicated by the discussion.

In addition, there can be no assurance that other factors and assumptions will not have a material impact on CNA’s reserves.

The three areas for which CNA believes a significant deviation to its net reserves is reasonably possible are (i) professional liability, management liability and surety products (ii) workers’ compensation and (iii) general liability.

The areas for which CNA believes a significant deviation to its net reserves is reasonably possible are (i) professional liability, management liability (including medical professional liability) and surety products (ii) workers’ compensation (iii) general liability and (iv) commercial auto liability.

Professional liability, management liability and surety products include U.S.

17 unchanged sentences

Net reserves for general liability were approximately $4.9 billion as of December 31, 2024.

Commercial auto liability is also considered long-tail;

however, both the frequency of claims and severity of loss assumptions for the latest few accident years are significantly influenced by social inflation, economic inflation, driving habits and attorney involvement.

If these trends accelerate beyond expectations, there may be significant deviation in CNA’s net reserves.

If the estimated auto liability claim severity were to increase 5% and frequency were to increase 1% on the three most recent accident years, CNA estimates that its net reserves would increase by approximately $90 million.

CNA’s net reserves for commercial auto were approximately $1.2 billion as of December 31, 2024 .

Given the factors described above, it is not possible to quantify precisely the ultimate exposure represented by claims and related litigation.

28 unchanged sentences

In developing the future policy benefit reserves, CNA’s actuaries perform a reserve review on an annual basis.

During the annual review, historical policyholder morbidity, persistency (inclusive of mortality), anticipated future premium rate increases and expense experience is reviewed and compared to the current best estimate actuarial assumption set for potential revision.

During the annual review, historical policyholder morbidity, persistency, anticipated future premium rate increases and expense experience is reviewed and compared to the current best estimate actuarial assumption set for potential revision.

On a quarterly basis, actuaries perform experience studies that monitor the appropriateness of best estimate actuarial assumptions against emerging experience to assess whether any updates to those assumptions are warranted.

1 unchanged sentence

Since policies may be in force for several decades, these assumptions are subject to significant estimation risk.

Future policy benefit reserves are discounted as discussed in Note 1 to the Consolidated Financial Statements included under Item 8.

In addition, claim and claim adjustment expense reserves are maintained for CNA’s structured settlement obligations.

8 unchanged sentences

The table below summarizes the estimated pretax impact on CNA’s results of operations from various hypothetical revisions to its liability for future policyholder benefits reserve assumptions.

CNA has assumed that revisions to such assumptions would occur in each policy type, age and duration within each policy group.

CNA has assumed that revisions to such assumptions would occur in each policy type, age and duration within each long-term care product.

The impact of each sensitivity is discrete and does not reflect the impact one factor may have on another or the mitigating impact from management actions, which may include additional future premium rate increases.

15 unchanged sentences

Statutory margin is the excess of carried reserves over best estimate reserves.

As of September 30, 2023, statutory long-term care margin increased $1.3 billion, primarily driven by a more favorable interest rate environment resulting in a higher yielding investment portfolio.

As of September 30, 2024, statutory long-term care margin increased to $1.4 billion from $1.3 billion, primarily driven by a more favorable interest rate environment resulting in a higher yielding investment portfolio.

The following tables summarize policyholder reserves for CNA’s long-term care operations:

4 unchanged sentences

Long-term care $ 13,158 $ 13,158

Structured settlement annuities and other $ 582 582

Structured settlement and other $ 541 541

Total 541 13,158 13,699

2 unchanged sentences

December 31, 2023

Long-term care (a)(b) $ 13,480 $ 13,480

Structured settlement annuities and other $ 594 594

Long-term care $ 13,959 $ 13,959

Structured settlement and other $ 582 582

Total 582 13,959 14,541

1 unchanged sentence

Total gross reserves $ 675 $ 13,959 $ 14,634

(a) As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021.

Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance.

For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8.

(b) In conjunction with the adoption of ASU 2018-12, at January 1, 2023 the long-term care reserves for policyholders currently receiving benefits were reclassified from Claim and claim adjustment expenses to Future policy benefits.

This change was applied retrospectively as of January 1, 2021.

CATASTROPHES AND RELATED REINSURANCE

7 unchanged sentences

Catastrophe losses, net of reinsurance, of $358 million and $236 million were recorded for the years ended December 31, 2024 and 2023.

Catastrophe losses for the years ended December 31, 2023 and 2022 were driven by severe weather related events, primarily Winter Storm Elliott and Hurricane Ian for 2022.

Catastrophe losses for the years ended December 31, 2024 and 2023 were driven by severe weather related events, including $71 million for Hurricane Helene and $33 million for Hurricane Milton in 2024.

CNA uses various analyses and methods, including using one of the industry standard natural catastrophe models, to estimate hurricane and earthquake losses at various return periods and to inform underwriting and reinsurance decisions designed to manage its exposure to catastrophic events.

CNA generally seeks to manage its exposure through the purchase

of catastrophe reinsurance and utilize various reinsurance programs to mitigate catastrophe losses, including excess-of-loss occurrence and aggregate treaties covering property and workers’ compensation, a property quota share treaty and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”), as well as individual risk agreements that reinsure from losses from specific classes or lines of business.

CNA generally seeks to manage its exposure through the purchase of catastrophe reinsurance and utilize various reinsurance programs to mitigate catastrophe losses, including excess-of-loss occurrence and aggregate treaties covering property and workers’ compensation, a property quota share treaty and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”), as well as individual risk agreements that reinsure from losses from specific classes or lines of business.

CNA conducts an ongoing review of its risk and catastrophe reinsurance coverages and from time to time makes changes as it deems appropriate.

3 unchanged sentences

states and territories and Canadian property exposures underwritten in its North American and European companies.

Exposures underwritten through Hardy are excluded and covered under a separate treaty.

The treaty has a term of June 1, 2023 to June 1, 2024 and provides coverage for the accumulation of covered losses from catastrophe occurrences above CNA’s per occurrence retention of $235 million up to $1.1 billion for all losses other than earthquakes.

Earthquakes are covered up to $1.2 billion.

The treaty has a term of June 1, 2024 to June 1, 2025 and provides coverage for the accumulation of covered losses from catastrophe occurrences above CNA’s per occurrence retention of $250 million up to $1.4 billion for all losses.

Losses stemming from terrorism events are covered unless they are due to a nuclear, biological or chemical attack.

2 unchanged sentences

CNA also purchased corporate Workers’ Compensation catastrophe excess-of-loss treaty reinsurance for the period January 1, 2025 to January 1, 2026 providing $275 million of coverage for the accumulation of covered losses related to natural catastrophes above CNA’s per occurrence retention of $25 million.

The treaty provides $775 million of coverage for the accumulation of covered losses related to terrorism events above CNA’s per occurrence retention of $25 million.

The treaty also provides $775 million of coverage for the accumulation of covered losses related to terrorism events above CNA’s per occurrence retention of $25 million.

Of the $775 million in terrorism coverage, $200 million is provided for nuclear, biological, chemical and radiation events.

One full reinstatement is available for the first $275 million above the retention, regardless of the covered peril.

All layers of the treaty provide for one full reinstatement.

Terrorism Risk Insurance Program Reauthorization Act of 2019

13 unchanged sentences

We consider the accounting policies discussed below to be critical to an understanding of our Consolidated Financial Statements as their application places the most significant demands on our judgment.

Due to the inherent uncertainties involved with these types of judgments, actual results could differ significantly from estimates and may have a material adverse impact on our results of operations, financial condition, equity, business and CNA’s insurer financial strength and corporate debt ratings.

Due to the inherent uncertainties involved with these types of judgments, actual results could differ significantly from estimates and may have a material adverse impact on our results of operations, financial condition, equity, business and/or CNA’s insurer financial strength and corporate debt ratings.

Insurance Reserves

3 unchanged sentences

The reserve for unearned premiums represents the portion of premiums written related to the unexpired terms of coverage.

If the recorded reserves are insufficient to cover the estimated ultimate unpaid liability, an increase to the insurance reserves may be needed.

The reserving process is discussed in further detail in the Insurance Reserves section of this MD&A.

Long Term Care Reserves

Future policy benefits reserves for long-term care policies are based on certain actuarial assumptions, including morbidity, persistency (inclusive of mortality), anticipated future premium rate increases and expenses.

Future policy benefits reserves for long-term care policies are based on certain actuarial assumptions, including morbidity, persistency, anticipated future premium rate increases and expenses.

The adequacy of the reserves is contingent upon actual experience and future expectations related to these key assumptions.

20 unchanged sentences

Significant judgment is required in the determination of whether a credit loss has occurred for a security.

CNA considers all available evidence when determining whether a security requires a credit allowance to be recorded, including the financial condition and expected near-term and long-term prospects of the issuer, whether the issuer is current with interest and principal payments, credit ratings on the security or changes in ratings over time, general market conditions, industry, sector or other specific factors and whether CNA expects to receive cash flows sufficient to recover the entire amortized cost basis of the security.

CNA considers all available evidence when determining whether a security requires a credit allowance to be recorded, including the financial condition

and expected near-term and long-term prospects of the issuer, whether the issuer is current with interest and principal payments, credit ratings on the security or changes in ratings over time, general market conditions, industry, sector or other specific factors and whether CNA expects to receive cash flows sufficient to recover the entire amortized cost basis of the security.

CNA’s mortgage loan portfolio is subject to the expected credit loss model, which requires immediate recognition of estimated credit losses over the life of the asset and the presentation of the asset at the net amount expected to be collected.

3 unchanged sentences

For a discussion of accounting standards updates that have been adopted, please read Note 1 of the Notes to Consolidated Financial Statements included under Item 8.

RECENT TAX LEGISLATION

Corporate Alternative Minimum Tax

The Inflation Reduction Act was enacted on August 16, 2022, and includes, among other provisions, a new 15% corporate alternative minimum tax (“CAMT”), effective January 1, 2023, imposed on the adjusted financial statement income (“AFSI”) of an applicable corporation whose average annual AFSI over three prior years exceeds $1 billion.

Based on interpretations of the CAMT and current guidance, the Company believes that the CAMT has no impact on its consolidated financial results for the year ended December 31, 2023.

The Company will continue to monitor as additional technical guidance from the U.S.

Department of Treasury, including forthcoming proposed regulations, becomes available.

The Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting has introduced rules to establish a global minimum corporate tax rate of 15%, commonly referred to as the Pillar Two rules.

Numerous foreign countries have enacted legislation to implement the Pillar Two rules, effective beginning in 2024, or are expected to enact similar legislation.

The Company is currently evaluating the potential impacts that Pillar Two may have on future periods and will continue to monitor the implementation of the Pillar Two rules in the jurisdictions in which it operates.

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 7. Management’s Discussion and Analysis