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Item 2. Management’s Discussion and Analysis

2021-05-07 compared with 2020-11-02 · 180 added, 438 removed, 241 unchanged (72% of the section changed)

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

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with our Consolidated Condensed Financial Statements included under Item 1 of this Report, Risk Factors included under Part II, Item 1A of this Report, Risk Factors included in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and the Consolidated Financial Statements, Risk Factors, and MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with our Consolidated Condensed Financial Statements included under Item 1 of this Report, Risk Factors included under Part II, Item 1A of this Report and the Consolidated Financial Statements, Risk Factors, and MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2020.

This MD&A is comprised of the following sections:

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Forward-Looking Statements

Loews Corporation is a holding company and has five reportable segments comprised of three individual consolidated operating subsidiaries, CNA Financial Corporation (“CNA”), Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”) and Loews Hotels Holding Corporation (“Loews Hotels & Co”);

the Corporate segment and Diamond Offshore Drilling Inc.

(“Diamond Offshore”).

Loews Corporation is a holding company and has four reportable segments comprised of three individual consolidated operating subsidiaries, CNA Financial Corporation (“CNA”), Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”) and Loews Hotels Holding Corporation (“Loews Hotels & Co”);

and the Corporate segment.

In the first quarter of 2020, Diamond Offshore Drilling Inc.

(“Diamond Offshore”) was a reportable segment.

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

Diamond Offshore was deconsolidated during the second quarter of 2020.

For more information see Note 2 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020.

Each of the operating subsidiaries and Diamond Offshore are headed by a chief executive officer who is responsible for the operation of its business and has the duties and authority commensurate with that position.

On April 26, 2020 (the “Filing Date”), Diamond Offshore and certain of its direct and indirect subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas seeking relief under Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Filing”).

As a result of the Chapter 11 Filing and applicable U.S.

generally accepted accounting principles, Loews Corporation no longer controls Diamond Offshore for accounting purposes, and therefore, Diamond Offshore was deconsolidated from its consolidated financial statements effective as of the Filing Date.

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

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

We rely upon our invested cash balances and distributions from our subsidiaries to generate the funds necessary to meet our obligations and to declare and pay any dividends to shareholders.

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Consolidated Financial Results

The following table summarizes net income (loss) attributable to Loews Corporation by segment and net income (loss) per share attributable to Loews Corporation for the three and nine months ended September 30, 2020 and 2019:

Three Months Ended

September 30,

Nine Months Ended

September 30,

The following table summarizes net income (loss) attributable to Loews Corporation by segment and net income (loss) per share attributable to Loews Corporation for the three months ended March 31, 2021 and 2020:

Three Months Ended March 31

(In millions, except per share data)

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Loews Hotels & Co

Diamond Offshore (a)

Diamond Offshore

Net income (loss) attributable to Loews Corporation

Basic and diluted net income (loss) per share

Amounts presented for Diamond Offshore reflect the periods prior to deconsolidation.

See Notes 2 and 14 of the Notes to the Consolidated Condensed Financial Statements included under Item 1.

Net income attributable to Loews Corporation for the three months ended September 30, 2020 was $139 million, or $0.50 per share, compared to net income of $72 million, or $0.24 per share in the comparable 2019 period.

Net loss attributable to Loews Corporation for the nine months ended September 30, 2020 was $1.33 billion, or $4.70 per share, compared to net income of $715 million, or $2.34 per share, in the comparable 2019 period.

The increase in net income for the three months ended September 30, 2020 as compared to the 2019 period was driven by CNA.

Property and casualty underwriting income before catastrophe losses and prior year development rose, as CNA posted an underlying combined ratio of 92.6%, down from 94.6% in the prior year period.

CNA also benefited from higher net investment income, more net investment gains, and reduced net reserve charges in its Life & Group business.

Offsetting these improvements were increased net catastrophe losses primarily from severe weather-related events.

Additionally, Loews Hotels & Co reported a net loss for the three months ended September 30, 2020 due to the revenue impact of the COVID-19 pandemic, and Boardwalk Pipelines’ net income also declined compared to the prior year period.

The three months ended September 30, 2019 included a net loss from Diamond Offshore.

The net loss for the nine months ended September 30, 2020 was driven by six main factors:

(i) an investment loss caused by the write down of the carrying value of our interest in Diamond Offshore as a result of its bankruptcy filing on April 26, 2020;

(ii) drilling rig impairment charges at Diamond Offshore;

(iii) operating losses at Loews Hotels;

(iv) a reduction in CNA’s and the parent company’s net investment income;

(v) net investment losses at CNA as compared to net investment gains in 2019;

and (vi) lower property and casualty underwriting income at CNA caused mainly by higher catastrophe losses.

The economic disruption caused by the COVID-19 pandemic and measures to mitigate the spread of the virus have significantly affected Loews’s results in 2020.

The full impact of COVID-19 on Loews will depend on the duration of mandated and voluntary containment efforts, related economic policies, and other societal responses to the pandemic.

Basic net income (loss) per common share

Diluted net income (loss) per common share

Net income attributable to Loews Corporation for the three months ended March 31, 2021 was $261 million, or $0.97 per share, compared to net loss of $632 million, or $2.20 per share in the comparable 2020 period.

Loews Corporation’s net income for the first three months of 2021 was driven by CNA, which had improved net investment income, net investment gains, and solid non-catastrophe current accident year property and casualty underwriting results.

Boardwalk Pipelines also contributed positively to Loews Corporation’s 2021 quarterly results.

Loews Hotels & Co posted a net loss for the first three months of 2021 due to the continued negative impact on travel of the COVID-19 pandemic.

Last year’s first quarter results included a significant loss related to Diamond Offshore, which is no longer a subsidiary.

On April 1, 2021 Loews Corporation sold 47% of its interest in Altium Packaging for approximately $420 million in cash consideration, subject to expenses and post-closing adjustments.

As a result of the terms of this transaction, Loews Corporation will share certain participating rights with GIC related to capital allocation and other decisions and is required to deconsolidate Altium Packaging as of the date of the sale under accounting principles generally accepted in the United States of America (“GAAP”).

In connection with the sale and subsequent deconsolidation, Loews Corporation expects to recognize a pretax gain of approximately $560 million in the second quarter of 2021.

CNA Financial

The following table summarizes the results of operations for CNA for the three and nine months ended September 30, 2020 and 2019 as presented in Note 14 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

The following table summarizes the results of operations for CNA for the three months ended March 31, 2021 and 2020 as presented in Note 12 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

For further discussion of Net investment income and Investment gains (losses), see the Investments section of this MD&A.

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31

(In millions)

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Other operating expenses

Income before income tax

Income tax expense

Income (loss) before income tax

Income tax (expense) benefit

Net income (loss)

Amounts attributable to noncontrolling interests

Net income attributable to Loews Corporation

Three Months Ended September 30, 2020 Compared to 2019

Net income attributable to Loews Corporation increased $96 million for the three months ended September 30, 2020 as compared with the 2019 period.

The increase was primarily due to improved non-catastrophe current accident year underwriting results, higher net investment income driven by limited partnership returns, higher investment gains and favorable net prior year loss reserve development in the current year period.

Investment gains were driven by the favorable change in fair value of non-redeemable preferred stock and higher gains on sales of fixed maturity securities.

Results for the three months ended September 30, 2020 also included a $74 million charge ($52 million after tax and noncontrolling interests) related to recognition of a premium deficiency as a result of the third quarter 2020 gross premium valuation (“GPV”) in the long term care business as compared to a $216 million charge ($151 million after tax and noncontrolling interests) related to recognition of a premium deficiency as a result of the third quarter 2019 GPV .

These increases to net income were partially offset by net catastrophe losses of $160 million ($112 million after tax and noncontrolling interests) for the three months ended September 30, 2020 as compared to $32 million ($22 million after tax and noncontrolling interests) in the 2019 period.

Net catastrophe losses for the three months ended September 30, 2020 were driven by severe weather-related events, primarily Hurricanes Laura, Isaias and Sally and the Midwest derecho.

In addition, there was a $14 million charge (after tax and noncontrolling interests) related to the early retirement of debt for the three months ended September 30, 2020.

Nine Months Ended September 30, 2020 Compared to 2019

Net income attributable to Loews Corporation decreased $378 million for the nine months ended September 30, 2020 as compared with the 2019 period.

The decrease was primarily due to net catastrophe losses of $536 million ($377 million after tax and noncontrolling interests) for the nine months ended September 30, 2020 as compared to $128 million ($90 million after tax and noncontrolling interests) in the prior year period, lower net investment income and investment losses in the first nine months of 2020 as compared with investment gains in the prior year period.

Net catastrophe losses in the first nine months of 2020 include $273 million primarily related to severe weather-related events, $195 million related to COVID-19 and $68 million related to civil unrest.

The decrease in net investment income was driven by lower limited partnership and common stock returns and lower yields on the fixed income portfolio.

Investment losses were driven by higher impairment losses and the unfavorable change in fair value of non-

redeemable preferred stock, partially offset by higher gains on sales of fixed maturity securities.

These decreases were partially offset by a $74 million charge ($52 million after tax and noncontrolling interests) in the third quarter 2020 as compared to a $216 million charge ($151 million after tax and noncontrolling interests) in the third quarter 2019 related to recognition of a premium deficiency as a result of the GPV review.

Recent Developments

CNA’s underwriting results for the first nine months of 2020 were negatively impacted by COVID-19 and the related depressed economic conditions.

In many geographic locations, the virus continues to spread.

Accordingly, it remains the case that months past the initial identification of the threat, all of the direct and indirect consequences and implications of COVID-19 are not yet known and may not emerge for some time.

Until the virus is brought under control, the timing of any economic recovery remains uncertain.

As a result, the impact to CNA’s results in the first three quarters of 2020 may not be indicative of its impacts for the remainder of 2020 or thereafter.

See the Liquidity and Capital Resources and Investments sections of this MD&A and Risk Factors included under Part II, Item 1A of this Report for further discussion of the risks associated with COVID-19 and measures to mitigate the spread of the virus.

CNA experienced year-over-year growth in gross and net written premiums, excluding third party captives driven by rate increases across its property and casualty insurance lines of business.

However, depressed economic conditions generally have had an unfavorable impact on premium exposures, resulting in a decrease in CNA’s estimated audit premiums during the second quarter of 2020 and causing an unfavorable impact on its net earned premiums.

Additionally, in the second quarter of 2020, CNA renewed multiple property and casualty reinsurance treaties at higher costs as well as purchased additional coverage, which had an unfavorable impact on net written premiums and will have an unfavorable impact on CNA’s net earned premiums in future quarters.

Lower net earned premiums have had and may continue to have an unfavorable impact on CNA’s expense ratio.

CNA’s expense ratio has also been unfavorably impacted by increases in its allowance for doubtful accounts for insurance receivables, more than offset by lower travel-related expenses.

If general economic conditions do not improve in the remainder of 2020 or thereafter, CNA’s net written premiums, net earned premiums and expense ratio may continue to be unfavorably impacted as a result.

While CNA’s losses incurred during the first nine months of 2020 related to COVID-19 represent CNA’s best estimate of ultimate insurance losses resulting from events occurring in the first nine months of 2020 due to the pandemic and the consequent economic crisis, given the unprecedented nature of this event, a high level of uncertainty exists as to the potential impact on insurance losses from these events or other events that might occur for the remainder of the year and thereafter.

The scope, duration and magnitude of the direct and indirect effects could continue to evolve through the remainder of 2020, and possibly thereafter, and could materially impact CNA’s ultimate loss estimate, including in lines of business where losses have already been incurred as well as the potential for impacts in other lines unknown at this time.

Continued spread of the virus as well as new or extended shelter in place restrictions and business closures, could cause CNA to experience additional COVID-19 related catastrophe losses in future quarters.

CNA has also experienced modest benefits in certain lines of business as a result of lower loss frequency from shelter in place restrictions.

Those benefits only apply to a portion of CNA’s portfolio, as its larger portfolios, including healthcare, construction and property coverages, have seen limited benefit.

In addition, the impact from lower frequency is mostly offset by higher severity in certain areas of the portfolio.

Net income (loss) attributable to Loews Corporation

Net income attributable to Loews Corporation was $279 million for the three months ended March 31, 2021 as compared with a net loss of $55 million in the comparable 2020 period.

The improvement was due to higher net investment income, investment gains for the three months ended March 31, 2021 as compared with investment losses in the comparable 2020 period and improved non-catastrophe current accident year underwriting results.

Higher net investment income in the first three months of 2021 was driven by limited partnership and common stock returns.

Investment gains were driven by the favorable relative change in the fair value of non-redeemable preferred stock and lower impairment losses.

These results were partially offset by higher net catastrophe losses of $125 million ($88 million after tax and noncontrolling interests) for the three months ended March 31, 2021 as compared with $75 million ($53 million after tax and noncontrolling interests) in the comparable 2020 period.

CNA’s Property & Casualty and Other Insurance Operations

CNA’s commercial property and casualty insurance operations (“ Property & Casualty Operations”) include its Specialty, Commercial and International lines of business.

CNA’s Other Insurance Operations outside of Property & Casualty Operations include its long term care business that is in run-off, certain corporate expenses, including interest on CNA’s corporate debt, and certain property and casualty businesses in run-off, including CNA Re and A&EP.

CNA’s Other Insurance Operations outside of Property & Casualty Operations include its long term care business that is in run-off, certain corporate expenses, including interest on CNA’s corporate debt, certain property and casualty businesses in run-off, including CNA Re, A&EP, excess workers’ compensation and legacy mass tort.

We believe the presentation of CNA as one reportable segment is appropriate in accordance with applicable accounting standards on segment reporting.

However, for purposes of this discussion and analysis of the results of operations, we provide greater detail with respect to CNA’s Property & Casualty Operations and Other Insurance Operations to enhance the reader’s understanding and to provide further transparency into key drivers of CNA’s financial results.

Effective January 1, 2021, and in connection with the ceding of certain legacy reserves under a retroactive reinsurance agreement executed in February 2021, CNA changed the presentation of a legacy portfolio of excess workers’ compensation policies relating to business written in 2007 and prior.

This business, which was previously reported as part of the Commercial business, is now reported as part of the Other Insurance Operations business.

See Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1 for further information on this retroactive reinsurance agreement.

In addition, a determination was made to change the presentation of certain legacy mass tort reserves.

Similar to the aforementioned excess workers’ compensation legacy business, these legacy mass tort reserves were previously reported in the Commercial business and are now reported as part of the Other Insurance Operations business.

These changes were made to better reflect the manner in which CNA is organized for purposes of making operating decisions and assessing performance.

Prior period information has been conformed to the new presentation.

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

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Core income (loss) is deemed to be a non-GAAP financial measure and management believes this measure is useful for investors to evaluate its insurance operations.

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

Property & Casualty Operations

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

The following tables summarize the results of CNA’s Property & Casualty Operations for the three and nine months ended September 30, 2020 and 2019:

Three Months Ended September 30, 2020

The following tables summarize the results of CNA’s Property & Casualty Operations for the three months ended March 31, 2021 and 2020:

Three Months Ended March 31, 2021

International

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Combined ratio

Combined ratio excluding catastrophes and development

Renewal premium change

Three Months Ended September 30, 2019

International

Gross written premiums

Gross written premiums excluding third

party captives

Net written premiums

Net earned premiums

Net investment income

Core income (loss)

Other performance metrics:

Loss ratio excluding catastrophes

and development

Effect of catastrophe impacts

Effect of development-related items

Expense ratio

Dividend ratio

Combined ratio

Combined ratio excluding catastrophes and development

Renewal premium change

Nine Months Ended September 30, 2020

International

(In millions, except %)

Gross written premiums

Gross written premiums excluding third party captives

Net written premiums

Net earned premiums

Net investment income

Other performance metrics:

Loss ratio excluding catastrophes

Combined ratio excluding catastrophes

and development

Effect of catastrophe impacts

Effect of development-related items

Expense ratio

Dividend ratio

Combined ratio

Combined ratio excluding catastrophes and development

Renewal premium change

Nine Months Ended September 30, 2019

Three Months Ended March 31, 2020

Gross written premiums

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Combined ratio

Combined ratio excluding catastrophes and development

Combined ratio excluding catastrophes

and development

Renewal premium change

Three Months Ended September 30, 2020 Compared to 2019

Total gross written premiums increased $156 million for the three months ended September 30, 2020 as compared with the 2019 period.

Total net written premiums increased $113 million for the three months ended September 30, 2020 as compared with the 2019 period.

Gross written premiums, excluding third party captives, for Specialty increased $83 million for the three months ended September 30, 2020 as compared with the 2019 period driven by strong rate and higher new business.

Net written premiums for Specialty increased $63 million for the three months ended September 30, 2020 as compared with the 2019 period.

The increase in net earned premiums for the three months ended September 30, 2020 was consistent with the trend in net written premiums in recent quarters for Specialty.

Gross written premiums for Commercial increased $55 million for the three months ended September 30, 2020 as compared with the 2019 period driven by strong rate.

Net written premiums for Commercial increased $29 million for the three months ended September 30, 2020 as compared with the 2019 period.

The increase in net earned premiums for the three months ended September 30, 2020 was consistent with the trend in net written premiums in recent quarters for Commercial.

Gross written premiums for International increased $12 million for the three months ended September 30, 2020 as compared with the 2019 period.

Excluding the effect of foreign currency exchange rates, gross written premiums increased $9 million driven by growth in Europe and Canada, partially offset by the continued impact of the strategic exit from certain Lloyd’s business classes.

Net written premiums increased $21 million for the three months ended September 30, 2020 as compared with the 2019 period.

Excluding the effect of foreign currency exchange rates, net written premiums increased $18 million for the three months ended September 30, 2020 as compared with the 2019 period.

Net earned premiums for the three months ended September 30, 2020 were consistent with the same period in 2019 for International.

Core income increased $6 million for the three months ended September 30, 2020 as compared with the 2019 period primarily due to improved non-catastrophe current accident year underwriting results, higher net investment income driven by limited partnership returns and favorable net prior year loss reserve development for the three months ended September 30, 2020 as compared with unfavorable net prior year loss reserve development in the 2019 period, largely offset by higher net catastrophe losses.

Net catastrophe losses were $160 million for the three months ended September 30, 2020 as compared with $32 million in the 2019 period and primarily related to severe weather-related events.

For the three months ended September 30, 2020 and 2019, Specialty had net catastrophe losses of $7 million and $3 million, Commercial had net catastrophe losses of $146 million and $25 million and International had net catastrophe losses of $7 million and $4 million.

Favorable net prior year loss reserve development of $15 million was recorded for the three months ended September 30, 2020 as compared with unfavorable net prior year loss reserve development of $16 million for the three months ended September 30, 2019.

For the three months ended September 30, 2020 and 2019, Specialty recorded favorable net prior year loss reserve development of $16 million and $20 million and Commercial recorded unfavorable net prior year loss reserve development of $1 million and $35 million.

Further information on net prior year loss reserve development is included in Note 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Specialty’s combined ratio improved 0.3 points for the three months ended September 30, 2020 as compared with the 2019 period primarily due to a 1.3 point improvement in the expense ratio, largely offset by a 1.2 point increase in the loss ratio.

The expense ratio improvement was driven by lower underwriting expenses and higher net earned premiums.

The increase in the loss ratio was driven by lower favorable net prior year loss reserve development and higher net catastrophe losses.

Commercial’s combined ratio increased 9.9 points for the three months ended September 30, 2020 as compared with the 2019 period due to a 9.3 point increase in the loss ratio and a 0.6 point increase in the expense ratio.

The increase in the loss ratio was driven by higher net catastrophe losses, which were 17.0 points of the loss ratio for the three months ended September 30, 2020, as compared with 3.0 points of the loss ratio in the 2019 period, partially offset by lower unfavorable net prior year loss reserve development in the current year period.

The increase in the expense ratio was driven by higher acquisition expenses partially offset by higher net earned premiums.

International’s combined ratio improved 9.3 points for the three months ended September 30, 2020 as compared with the 2019 period due to a 6.2 point improvement in the loss ratio and a 3.1 point improvement in the expense ratio.

The improvement in the loss ratio was primarily due to improved non-catastrophe current accident year underwriting results driven by lower large losses, partially offset by higher net catastrophe losses.

The improvement in the expense ratio was driven by lower acquisition and underwriting expenses.

Nine Months Ended September 30, 2020 Compared to 2019

Total gross written premiums increased $403 million for the nine months ended September 30, 2020 as compared with the 2019 period.

Total net written premiums increased $226 million for the nine months ended September 30, 2020 as compared with the 2019 period.

Gross written premiums, excluding third party captives, for Specialty increased $150 million for the nine months ended September 30, 2020 as compared with the 2019 period driven by strong rate.

Net written premiums for Specialty increased $88 million for the nine months ended September 30, 2020 as compared with the 2019 period.

The increase in net earned premiums for the nine months ended September 30, 2020 was consistent with the trend in net written premiums in recent quarters for Specialty.

Gross written premiums for Commercial increased $278 million for the nine months ended September 30, 2020 as compared with the 2019 period driven by strong rate and higher new business.

Net written premiums for Commercial increased $167 million for the nine months ended September 30, 2020 as compared with the 2019 period.

The increase in net earned premiums for the nine months ended September 30, 2020 was consistent with the trend in net written premiums in recent quarters partially offset by a reduction in the estimated audit premiums as a result of the economic slowdown arising from COVID-19 for Commercial.

Gross written premiums for International decreased $15 million for the nine months ended September 30, 2020 as compared with the 2019 period.

Excluding the effect of foreign currency exchange rates, gross written premiums decreased $10 million driven by the continued impact of the strategic exit from certain Lloyd’s business classes, partially offset by growth in Canada and Europe.

Net written premiums decreased $29 million for the nine months ended September 30, 2020 as compared with the 2019 period.

Excluding the effect of foreign currency exchange rates, net written premiums decreased $24 million for the nine months ended September 30, 2020 as compared with the 2019 period.

The decrease in net earned premiums for the nine months ended September 30, 2020 was consistent with the trend in net written premiums in recent quarters for International.

Core income decreased $388 million for the nine months ended September 30, 2020 as compared with the 2019 period primarily due to higher net catastrophe losses and lower net investment income driven by limited partnership and common stock returns.

Net catastrophe losses were $536 million for the nine months ended September 30, 2020 as compared with $128 million in the 2019 period.

Net catastrophe losses for the nine months ended September 30, 2020 include $273 million primarily related to severe weather-related events, $195 million related to COVID-19 and $68 million related to civil unrest.

Specialty net catastrophe losses of $120 million for the nine months ended September 30, 2020 included $109 million related to the COVID-19 pandemic and $11 million primarily related to severe weather-related events.

Specialty net catastrophe losses were $16 million for the nine months ended September 30, 2019.

Commercial net catastrophe losses of $354 million for the nine months ended September 30, 2020 included $240 million primarily related to severe weather-related events, $66 million related to civil unrest and $48 million related to the COVID-19 pandemic.

Commercial net catastrophe losses were $102 million for the nine months ended September 30, 2019.

International net catastrophe losses of $62 million for the nine months ended September 30, 2020 included $38 million related to the COVID-19 pandemic and $24 million primarily related to severe weather-related events.

International net catastrophe losses were $10 million for the nine months ended September 30, 2019.

The COVID-19 catastrophe losses, which were recognized in the first half of 2020, followed a detailed review and analysis of existing and potential exposures in light of current information, and represent CNA’s best estimate of its ultimate insurance losses and loss adjustment expenses, including defense costs resulting from the pandemic and the consequent economic crisis.

The losses were substantially driven by healthcare professional liability with additional impacts from workers’ compensation, management liability, commercial property, trade credit and surety.

Due to the timing and fluidity of the events, emergence pattern of claims and long tail nature of certain exposures the losses are substantially classified as incurred but not reported (“IBNR”) reserves.

The COVID-19 catastrophe losses do not include the benefits of lower current accident year losses associated with lower loss frequency in certain lines of business as a result of shelter in place restrictions.

Those benefits are modest and are partially offset by the impact of a reduction in the estimated audit premiums and an increase in the credit allowance for premiums receivables resulting from the depressed economic conditions.

Favorable net prior year loss reserve development of $8 million and $29 million was recorded for the nine months ended September 30, 2020 and 2019.

For the nine months ended September 30, 2020 and 2019, Specialty recorded favorable net prior year loss reserve development of $47 million and $58 million and Commercial recorded unfavorable net prior year loss reserve development of $42 million and $15 million.

For the nine months ended September 30, 2020, International recorded favorable net prior year loss reserve development of $3 million as compared with unfavorable net prior year loss reserve development of $14 million in the 2019 period.

Total gross written premiums increased $167 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

Total net written premiums increased $74 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

Gross written premiums, excluding third party captives, for Specialty increased $75 million for the three months ended March 31, 2021 as compared with the comparable 2020 period driven by higher new business and strong rate.

Net written premiums for Specialty increased $48 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

The increase in net earned premiums for the three months ended March 31, 2021 was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $51 million for the three months ended March 31, 2021 as compared with the comparable 2020 period driven by higher new business and strong rate.

Net written premiums for Commercial increased $10 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

The increase in net earned premiums for the three months ended March 31, 2021 was consistent with the trend in net written premiums in recent quarters for Commercial.

Gross written premiums for International increased $36 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

Excluding the effect of foreign currency exchange rates, gross written premiums increased $19 million driven by growth in Europe and Canada.

Net written premiums for International increased $16 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

Excluding the effect of foreign currency exchange rates, net written premiums increased $3 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

The increase in net earned premiums for the three months ended March 31, 2021 was consistent with the trend in net written premiums for International.

Total core income increased $142 million for the three months ended March 31, 2021 as compared with the comparable 2020 period primarily due to higher net investment income driven by limited partnership and common stock returns and improved non-catastrophe current accident year underwriting results, partially offset by higher net catastrophe losses.

Total net catastrophe losses were $125 million for the three months ended March 31, 2021 as compared with $75 million for the comparable 2020 period.

For the three months ended March 31, 2021 and 2020, Specialty had net catastrophe losses of $5 million and $8 million, Commercial had net catastrophe losses of $115 million and $57 million and International had net catastrophe losses of $5 million and $10 million.

Favorable net prior year loss reserve development of $15 million was recorded for the three months ended March 31, 2021 and 2020.

For the three months ended March 31, 2021 and 2020, Specialty recorded favorable net prior year loss reserve development of $15 million and $11 million.

For the three months ended March 31, 2021, Commercial recorded no net prior year loss reserve development as compared with favorable net prior year loss reserve development of $4 million in the comparable 2020 period.

There was no net prior year loss reserve development recorded for International for the three months ended March 31, 2021 and 2020.

Further information on net prior year loss reserve development is included in Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Specialty’s combined ratio increased 4.1 points for the nine months ended September 30, 2020 as compared with the 2019 period primarily due to a 5.3 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 primarily due to higher net catastrophe losses, which were 5.7 points of the loss ratio for the nine months ended September 30, 2020, as compared with 0.8 points of the loss ratio in the 2019 period.

The improvement in the expense ratio was driven by lower underwriting expenses and higher net earned premiums.

Commercial’s combined ratio increased 9.7 points for the nine months ended September 30, 2020 as compared with the 2019 period due to a 9.2 point increase in the loss ratio and a 0.5 point increase in the expense ratio.

The increase in the loss ratio was driven by higher net catastrophe losses, which were 14.3 points of the loss ratio for the nine months ended September 30, 2020, as compared with 4.3 point of the loss ratio in the 2019 period.

The increase in the expense ratio was driven by higher acquisition expenses partially offset by higher net earned premiums.

International’s combined ratio increased 2.0 points for the nine months ended September 30, 2020 as compared with the 2019 period due to a 3.9 point increase in the loss ratio, partially offset by a 1.9 point improvement in the expense ratio.

The increase in the loss ratio was driven by higher net catastrophe losses, which were 8.9 points of the loss ratio for the nine months ended September 30, 2020, as compared with 1.4 points of the loss ratio in the 2019 period, partially offset by favorable net prior year loss reserve development in the current year period.

The improvement in the expense ratio was driven by lower acquisition and underwriting expenses.

Specialty’s combined ratio improved 2.5 points for the three months ended March 31, 2021 as compared with the comparable 2020 period due to a 1.4 point improvement in the expense ratio and a 1.1 point improvement in the loss ratio.

The improvement in the loss ratio was primarily due to higher favorable net prior year loss reserve development and lower net catastrophe losses.

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

Commercial’s combined ratio increased 5.1 points for the three months ended March 31, 2021 as compared with the comparable 2020 period due to a 6.9 point increase in the loss ratio, partially offset by a 1.8 point improvement in the expense ratio.

The increase in the loss ratio was primarily due to higher net catastrophe losses, which were 13.4 points of the loss ratio for the three months ended March 31, 2021 as compared with 7.0 points of the loss ratio in the comparable 2020 period.

The improvement in the expense ratio was driven by favorable acquisition expenses and higher net earned premiums.

International’s combined ratio improved 4.0 points for the three months ended March 31, 2021 as compared with the comparable 2020 period due to a 3.0 point improvement in the loss ratio and a 1.0 point improvement in the expense ratio.

The improvement in the loss ratio was driven by improved current accident year underwriting results.

The improvement in the expense ratio was driven by favorable commission rates and higher net earned premiums.

Other Insurance Operations

The following table summarizes the results of CNA’s Other Insurance Operations for the three and nine months ended September 30, 2020 and 2019:

Three Months Ended

September 30,

Nine Months Ended

September 30,

The following table summarizes the results of CNA’s Other Insurance Operations for the three months ended March 31, 2021 and 2020:

Three Months Ended March 31

(In millions)

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Net investment income

Three Months Ended September 30, 2020 Compared to 2019

Core loss improved $85 million for the three months ended September 30, 2020 as compared with the 2019 period.

Core loss for the three months ended September 30, 2020 included a $59 million charge related to the recognition of an active life reserve premium deficiency for long term care policies primarily driven by actions taken on discount rate assumptions.

The normative risk free rate (the projection of the 10-year U.S.

Treasury rate in the long term) was lowered by 100 basis points to 2.75% and the time period to grade up to the normative rate was extended from 6 years to 10 years.

Core loss for the three months ended September 30, 2020 also included a $36 million increase in the structured settlement claim reserves and a $30 million reduction in long term care claim reserves, both resulting from the annual claim experience studies in the third quarter of 2020.

Excluding the impacts of the GPV and claim reserve reviews, core results were favorable, driven by better than expected morbidity in the long term care business.

During the third quarter of 2020, relative to expectations, CNA experienced lower new claim frequency, higher claim terminations and more favorable claim severity amid the effects of COVID-19.

Given the uncertainty of these trends CNA increased its IBNR reserves in anticipation of increased claim activity as the COVID-19 pandemic abates.

Core loss for the three months ended September 30, 2019 included a $170 million charge related to the recognition of an active life reserve premium deficiency, partially offset by a $44 million reduction in long term care claim reserves resulting from the annual claim experience study in the third quarter of 2019.

Nine Months Ended September 30, 2020 Compared to 2019

Core loss improved $74 million for the nine months ended September 30, 2020 as compared with the 2019 period.

The drivers of the core loss decrease were generally consistent with the three month discussion above.

Life & Group Policyholder Reserves

Annually, in the third quarter, CNA assesses the adequacy of its long term care future policy benefit reserves by performing a gross premium valuation (“GPV”) to determine if there is a premium deficiency.

See the Insurance Reserves section of our MD&A included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019 for further information on the reserving process.

The September 30, 2020 GPV indicated a premium deficiency of $74 million and future policy benefit reserves were increased accordingly.

As a result, the long term care active life reserves carried as of September 30, 2020 represent CNA’s best estimate assumptions at that date with no margin for adverse deviation.

A summary of the changes in the GPV results is presented in the table below:

(In millions)

Long term care active life reserve - change in estimated reserve margin

September 30, 2019 estimated margin

Changes in underlying discount rate assumptions

Changes in underlying morbidity assumptions

Changes in underlying persistency assumptions

Changes in underlying premium rate action assumptions

Changes in underlying expense and other assumptions

September 30, 2020 Premium Deficiency

The premium deficiency was primarily driven by changes in discount rate assumptions due to lower expected reinvestment rates, contemplating both near-term market indications and long-term normative assumptions.

This unfavorable driver was significantly offset by higher than previously estimated rate increases on active rate increase programs, new planned rate increase filings and favorable changes to the underlying persistency and morbidity assumptions.

CNA’s projections do not indicate a pattern of expected profits in earlier future years followed by expected losses in later future years.

As such, CNA will not establish additional future policy benefit reserves for profits followed by losses in periods where the long term care business generates core income.

The need for these additional future policy benefit reserves will be re-evaluated in connection with the next GPV, which is expected to be completed in the third quarter of 2021.

The table below summarizes the estimated pretax impact on CNA’s results of operations from various hypothetical revisions to its active life reserve assumptions.

The annual GPV process involves updating all assumptions to management’s then current best estimate, and historically all significant assumptions have been revised each year.

In the hypothetical revisions table below, CNA has assumed that revisions to such assumptions would occur in each policy type, age and duration within each policy group and would occur absent any changes, mitigating or otherwise, in the other assumptions.

Although such hypothetical revisions are not currently required or anticipated, CNA believes they could occur based on past variances in experience and its expectations of the ranges of future experience that could reasonably occur.

Any actual adjustment would be dependent on the specific policies affected and, therefore, may differ from the estimates summarized below.

September 30, 2020

Estimated Reduction to Pretax Income

(In millions)

Hypothetical revisions

2.5% increase in morbidity

5% increase in morbidity

5% decrease in active life mortality and lapse

10% decrease in active life mortality and lapse

Discount rates:

25 basis point decline in new money interest rates

50 basis point decline in new money interest rates

Premium rate actions:

25% decrease in anticipated future premium rate increases

50% decrease in anticipated future premium rate increases

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

September 30, 2020

Claim and claim adjustment

policy benefits

(In millions)

Long term care

Structured settlement annuities

Shadow adjustments (a)

Ceded reserves (b)

Total gross reserves

December 31, 2019

Long term care

Structured settlement annuities

Shadow adjustments (a)

Ceded reserves (b)

Total gross reserves

To the extent that unrealized gains on fixed income securities supporting long term care products and annuity contracts would result in a premium deficiency if those gains were realized, an increase in Insurance reserves is recorded, after tax and noncontrolling interests, as a reduction of net unrealized gains through Other comprehensive income (loss) (“Shadow Adjustments”).

Ceded reserves relate to claim or policy reserves fully reinsured in connection with a sale or exit from the underlying business.

Non-GAAP Reconciliation of Core Income (Loss) to Net Income

The following table reconciles core income (loss) to net income attributable to Loews Corporation for the three and nine months ended September 30, 2020 and 2019:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Core income (loss)

Core results improved $13 million for the three months ended March 31, 2021 as compared with the comparable 2020 period driven by better than expected morbidity in the long term care business and higher net investment income, driven by returns in the limited partnership portfolio.

Further, during the first three months of 2021, relative to expectations, CNA experienced lower new claim frequency, higher claim terminations and more favorable claim severity in the long term care business amid the effects of the coronavirus disease (“COVID-19”).

Given the uncertainty of these trends, CNA increased its incurred but not reported (“IBNR”) reserves in anticipation of increased claim activity as the COVID-19 pandemic abates.

Results for the three months ended March 31, 2021 also reflect the recognition of a $12 million loss resulting from the legacy excess workers’ compensation loss portfolio transfer (“EWC LPT”).

For further information on the EWC LPT see Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Non-GAAP Reconciliation of Core Income (Loss) to Net Income (Loss)

The following table reconciles core income (loss) to net income (loss) attributable to Loews Corporation for the three months ended March 31, 2021 and 2020:

Three Months Ended March 31

(In millions)

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Consolidating adjustments including noncontrolling interests

Net income attributable to Loews Corporation

Net income (loss) attributable to Loews Corporation

Boardwalk Pipelines

Current Events

In the third quarter of 2020, the COVID-19 pandemic and measures to mitigate the spread of COVID-19 continued to impact the world and the United States.

An excess supply of energy products has also led to disruptions in the energy sector and volatility in energy prices during 2020.

Boardwalk Pipelines’ operations are considered essential critical infrastructure under current Cybersecurity and Infrastructure Security Agency guidelines and the impacts from COVID-19 and the volatile energy prices have not been significant to Boardwalk Pipelines’ business, though some of its customers have been and continue to be directly impacted by COVID-19 and the volatility in commodity prices.

The safety of Boardwalk Pipelines’ employees and operations while providing uninterrupted service to its customers remains its primary focus.

Although it is difficult to reasonably determine the ongoing and future impacts of the COVID-19 pandemic and the volatility in energy prices, an extended downturn in the economy and depressed energy prices could negatively affect Boardwalk Pipelines’ customers and their businesses and could in turn have a material adverse effect on Boardwalk Pipelines’ business.

Firm Agreements

A substantial portion of Boardwalk Pipelines’ transportation and storage capacity is contracted for under firm agreements.

For the twelve months ended September 30, 2020, approximately 90% of Boardwalk Pipelines’ revenues were derived from fixed fees under firm agreements.

Boardwalk Pipelines expects to earn revenues of approximately $9.2 billion from fixed fees under committed firm agreements in place as of September 30, 2020, including agreements for transportation, storage and other services, over the remaining term of those agreements.

For the nine months ended September 30, 2020, Boardwalk Pipelines added approximately $643 million from the comparable amount at December 31, 2019, from contracts entered into during 2020.

For Boardwalk Pipelines’ customers that are charged its maximum applicable tariff rates related to its Federal Energy Regulatory Commission (“FERC”) regulated operating subsidiaries, the revenues expected to be earned from fixed fees under committed firm agreements reflect the current tariff rate for such services for the term of the agreements, however, the tariff rates may be subject to future adjustment.

The estimated revenues from fixed fees under committed firm agreements may also include estimated revenues that are anticipated under executed precedent transportation agreements for projects that are subject to regulatory approvals.

The revenues expected to be earned from fixed fees under committed firm agreements do not include additional revenues Boardwalk Pipelines has recognized and may recognize under firm agreements based on actual utilization of the contracted pipeline or storage capacity, any expected revenues for periods after the expiration dates of the existing agreements, execution of precedent agreements associated with growth projects or other events that occurred or will occur subsequent to September 30, 2020.

Contract Renewals

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 liquefied natural gas export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials).

Boardwalk Pipelines’ storage rates are additionally impacted by natural gas price differentials between time periods, such as winter to summer (time period price spreads), and the volatility in time period price spreads.

Demand for firm service is primarily based on market conditions which can vary across Boardwalk Pipelines’ pipeline systems.

While Boardwalk Pipelines has not seen a significant change in the demand for its transportation services as a result of the COVID-19 pandemic or the volatility in energy prices and excess supply of energy products, if these conditions remain for an extended period of time or re-occur, Boardwalk Pipelines could see a decline in the demand for its services.

Boardwalk Pipelines focuses its marketing efforts on enhancing the value of the capacity that is up for renewal and works with customers to match gas supplies from various basins to new and existing customers and markets, including aggregating supplies at key locations along its pipelines to provide end-use customers with attractive and diverse supply options.

If the market perceives the value of Boardwalk Pipelines’ available capacity to be lower than its long term view of the capacity, Boardwalk Pipelines may seek to shorten contract terms until market perception improves.

Over the past several years, as a result of market conditions, Boardwalk Pipelines has renewed some expiring contracts at lower rates or for shorter terms than in the past.

In addition to normal contract expirations, in the 2018 to 2020 timeframe, transportation agreements associated with its significant pipeline expansion projects that were placed into service in the 2007-2009 timeframe, have expired.

A substantial portion of the capacity associated with the pipeline expansion projects was recontracted, usually at lower rates or lower volumes, which has negatively impacted Boardwalk Pipelines’ operating revenues.

Results of Operations

The following table summarizes the results of operations for Boardwalk Pipelines for the three and nine months ended September 30, 2020 and 2019 as presented in Note 14 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Three Months Ended

September 30,

Nine Months Ended

September 30,

A significant portion of Boardwalk Pipelines’ revenues are fee-based, being derived from capacity reservation charges under firm agreements with customers, which do not vary significantly period to period, but are impacted by longer term trends in its business such as lower pricing on contract renewals and other factors.

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

For further information on Boardwalk Pipelines’ revenue recognition policies see Note 1 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020.

The following table summarizes the results of operations for Boardwalk Pipelines for the three months ended March 31, 2021 and 2020 as presented in Note 12 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Three Months Ended March 31

(In millions)

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Net income attributable to Loews Corporation

Three Months Ended September 30, 2020 Compared to 2019

Total revenues decreased $7 million for the three months ended September 30, 2020 as compared with the 2019 period driven by contract expirations that were recontracted at overall lower average rates and lower utilization-related revenues, partially offset by revenues from recently completed growth projects and higher storage and parking and lending (“PAL”) revenues due to favorable market conditions.

Operating expenses increased $7 million for the three months ended September 30, 2020 as compared with the 2019 period primarily due to an increased asset base from recently completed growth projects and the expiration of property tax abatements, partially offset by the timing of maintenance projects and lower employee-related costs.

Nine Months Ended September 30, 2020 Compared to 2019

Total revenues decreased $43 million for the nine months ended September 30, 2020 as compared with the 2019 period.

Including the effect of items in fuel and transportation expense and excluding net proceeds of approximately $24 million as a result of drawing on letters of credit due to a customer bankruptcy in the 2019 period, operating revenues decreased $24 million driven by contract expirations that were recontracted at overall lower average rates, partially offset by revenues from recently completed growth projects and higher storage and PAL revenues due to favorable market conditions.

Operating expenses increased $17 million for the nine months ended September 30, 2020 as compared with the 2019 period.

Excluding items offset in operating revenues, operating expenses increased $14 million, primarily due to an increased asset base from recently completed growth projects and the expiration of property tax abatements.

Interest expense decreased $9 million for the nine months ended September 30, 2020 as compared with the 2019 period primarily due to lower average interest rates and lower average outstanding debt.

Total revenues increased $31 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

Including the effect of fuel and transportation expense, operating revenues increased $28 million driven primarily by recently completed growth projects and higher system utilization from colder winter weather experienced during the first three months of 2021, partially offset by higher fuel and transportation expense.

Operating expenses increased $6 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

Excluding items offset with operating revenues, operating costs increased $3 million, primarily due to an increased asset base and the colder winter weather experienced during the first three months of 2021.

Loews Hotels & Co

The following table summarizes the results of operations for Loews Hotels & Co for the three and nine months ended September 30, 2020 and 2019 as presented in Note 14 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Three Months Ended

September 30,

Nine Months Ended

September 30,

The following table summarizes the results of operations for Loews Hotels & Co for the three months ended March 31, 2021 and 2020 as presented in Note 12 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Three Months Ended March 31

(In millions)

Operating revenue

Gain on sale of assets

Revenues related to reimbursable expenses

Operating and other:

Asset impairments

Reimbursable expenses

Equity (income) loss from joint ventures

Income (loss) before income tax

Income tax (expense) benefit

Net income (loss) attributable to Loews Corporation

Due to the COVID-19 pandemic and efforts to mitigate the spread of the virus, twenty hotels owned and/or operated by Loews Hotels & Co temporarily suspended operations in March of 2020, with two additional hotels suspending operations in April of 2020.

Of these twenty-two hotels, five were not operational as of September 30, 2020.

Additionally, two hotels completed construction prior to the pandemic;

one delayed opening until June of 2020, and the opening date of the second continues to be evaluated.

However, occupancy rates at the operational hotels remain lower than those from the prior year, or even occupancy rates prior to March of 2020.

Although Loews Hotels & Co has enacted significant measures to adjust the operating cost structure of each hotel during these suspensions and subsequent resumptions of operations, deferred most capital expenditures and reduced the operating costs of its management company, these measures could not offset the impact of significant lost revenues.

Loews Hotels & Co has therefore incurred significant operating losses since the start of the pandemic.

The resumption of operations for the remaining hotels that continue to have suspended operations, as well as the potential for hotels which have resumed operations to re-suspend operations, will depend on numerous factors, many of which are outside Loews Hotels & Co’s control.

Although occupancy at operational hotel properties has increased, and is expected to increase, gradually, it is nonetheless highly dependent on the travel behavior of potential hotel guests, driven largely by factors outside Loews Hotels & Co’s control, including government capacity restrictions, travel restrictions and the duration and scope of the COVID-19 pandemic.

While the duration of the COVID-19 outbreak and related financial impact cannot be estimated at this time, Loews Hotels & Co’s results of operations,

financial condition and cash flows will be materially adversely affected for the remainder of 2020, and likely thereafter.

The severity of the impact on Loews Hotels & Co will depend in large part on the duration of containment efforts, either mandated or voluntary, and the perceptions of health risks associated with COVID-19 related to business and leisure travel.

In addition, once the COVID-19 outbreak is mitigated or contained, whenever that may be, historical travel patterns, both domestic and international, may continue to be disrupted either on a temporary basis or with longer term effects.

These factors have contributed to impairment charges for the three and nine months ended September 30, 2020, and may lead to additional impairment charges in future periods.

Reduced occupancy and average daily rates caused by the COVID-19 pandemic and resulting mitigation efforts and operating cost reduction measures are the primary reasons for the decrease in operating revenues of $105 million and $297 million and operating expenses of $60 million and $153 million for the three and nine months ended September 30, 2020 as compared with the 2019 periods.

Additionally, equity income from joint ventures decreased $33 million and $100 million for the three and nine months ended September 30, 2020 as compared with the 2019 periods driven primarily by the COVID-19 pandemic.

Loews Hotels & Co considers events or changes in circumstances that indicate the carrying amount of its assets may not be recoverable.

For the three and nine months ended September 30, 2020, Loews Hotels & Co recorded impairment charges of $10 million and $30 million to reduce the carrying value of certain assets to their estimated fair value.

The nine months ended September 30, 2019 includes impairment charges of $11 million.

Loews Hotels & Co recorded gains on the sale of assets of $24 million and $37 million for the three and nine months ended September 30, 2020 related to sales of an office building in the third quarter and an owned hotel in the second quarter .

Interest expense for the three and nine months ended September 30, 2020 increased $2 million and $8 million primarily due to the increase in debt balances and less capitalized interest related to recently completed hotel development projects as compared with the 2019 periods.

Equity loss from joint ventures

Loss before income tax

Income tax benefit

Net loss attributable to Loews Corporation

Loews Hotels & Co’s results declined mainly due to the continuing adverse impact of the COVID-19 pandemic on its operations.

Beginning in mid-March 2020, occupancy rates declined significantly, and most hotel properties owned and/or operated by Loews Hotels & Co temporarily suspended operations by the end of March or early April 2020.

While almost all of these hotel properties resumed operations during 2020, occupancy rates in the first three months of 2021 were considerably lower than the prior year period before mid-March 2020.

Occupancy rates have been gradually improving since June of 2020 with hotel properties located in resort destinations experiencing improvement at a faster pace than hotel properties located in urban centers.

Although Loews Hotels & Co has enacted significant measures to adjust the operating cost structure of each hotel during the COVID-19 pandemic, deferred a significant amount of capital expenditures and reduced the operating costs of its management company, it has not been able to fully offset the lost revenues resulting from lower occupancies.

This has resulted in the decrease in operating revenues of $70 million, the decrease in operating expenses of $58 million, and the increase in equity loss from joint ventures of $8 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

Pre-opening costs included in equity loss from joint ventures decreased $5 million for the three months ended March 31, 2021 as compared with the comparable 2020 period.

Corporate operations consist primarily of investment income at the Parent Company, operating results of Altium Packaging, Parent Company interest expense and other Parent Company administrative costs.

Investment income includes earnings on cash and short term investments held at the Parent Company to meet current and future liquidity needs, as well as results of limited partnership investments and the trading portfolio held at the Parent Company.

The following table summarizes the results of operations for Corporate for the three and nine months ended September 30, 2020 and 2019 as presented in Note 14 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Three Months Ended

September 30,

Nine Months Ended

September 30,

The following table summarizes the results of operations for Corporate for the three months ended March 31, 2021 and 2020 as presented in Note 12 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Three Months Ended March 31

(In millions)

Net investment income (loss)

Investment loss

Operating revenues and other

Operating and other

Income (loss) before income tax

Loss before income tax

Income tax (expense) benefit

Net income (loss) attributable to Loews Corporation

Net investment income for the Parent Company decreased $13 million for the three months ended September 30, 2020 as compared with the 2019 period primarily due to decreased earnings from short term investments and lower results from equity based investments in the Parent Company trading portfolio.

Net investment loss was $33 million for the nine months ended September 30, 2020 as compared with net investment income of $153 million in the 2019 period as a result of the significant decline in equity based investments in response to the COVID-19 pandemic and related containment measures.

Investment loss of $1.2 billion ($957 million after tax) for the nine months ended September 30, 2020 was due to the loss recognized upon deconsolidation of Diamond Offshore as a result of its Chapter 11 Filing.

Operating revenues and other include Altium Packaging revenues of $253 million and $252 million for the three months ended September 30, 2020 and 2019 and $753 million and $689 million for the nine months ended September 30, 2020 and 2019.

The increase of $1 million for the three months ended September 30, 2020 as compared with the 2019 period reflects higher volumes, largely offset by the pass-through effect of lower year-over-year resin prices.

The increase of $64 million for the nine months ended September 30, 2020 as compared with the 2019 period reflects an increase of $60 million related to acquisitions in 2019 and higher volumes as a result of higher COVID-19 related demand for household chemicals, water and beverage, partially offset by the pass-through effect of lower year-over-year resin prices.

Altium Packaging’s contracts generally provide for resin price changes to be passed through to its customers on a short-term lag, generally about one month.

When a pass-through occurs, revenues and expenses generally change by the same amount so that Altium Packaging’s gross margin returns to the same level as prior to the change in prices.

Operating and other expenses include Altium Packaging operating expenses of $247 million for the three months ended September 30, 2020 and 2019 and $729 million and $675 million for the nine months ended September 30, 2020 and 2019, which include depreciation and amortization expense.

The increase in operating expenses of $54 million for the nine months ended September 30, 2020 as compared with the 2019 period is primarily due to acquisitions in 2019.

Corporate Operating and other expenses were $28 million and $17 million for the three months ended September 30, 2020 and 2019 and $81 million and $65 million for the nine months ended September 30, 2020 and 2019.

The increases of $11 million and $16 million for the three and nine months ended September 30, 2020 as compared with the 2019 periods are primarily due to legal and other corporate overhead expenses.

Interest expenses increased $2 million for the three months ended September 30, 2020 as compared with the 2019 period due to the May of 2020 issuance of the Parent Company’s $500 million aggregate principal amount of 3.2% senior notes due May 15, 2030.

Interest expenses increased $11 million for the nine months ended September 30, 2020 as compared with the 2019 period due to the issuance by the Parent Company mentioned above and incremental borrowings by Altium Packaging to fund its 2019 acquisitions.

Net loss attributable to Loews Corporation

Net investment income for the Parent Company for the three months ended March 31, 2021 was $46 million as compared with a loss of $166 million for the comparable 2020 period, primarily due to improved results from equity based investments in the Parent Company trading portfolio.

Operating revenues and other include Altium Packaging revenues of $280 million and $256 million for the three months ended March 31, 2021 and 2020.

The increase of $24 million for the three months ended March 31, 2021 as compared with the comparable 2020 period reflects higher year-over-year resin prices and an increase of $7 million related to an acquisition in 2020, partially offset by lower volumes, primarily due to the impact of the winter storms in 2021.

Altium Packaging’s contracts with its customers provide for price adjustments for changes in resin prices on a prospective basis.

Due to fluctuations in resin prices, over time resin raw material costs are generally offset by the change in revenues, so that Altium Packaging’s gross margins return to the same level as prior to the change in prices.

Operating and other expenses include Altium Packaging operating expenses of $279 million and $246 million for the three months ended March 31, 2021 and 2020.

The increase in operating expenses of $33 million for the three months ended March 31, 2021 as compared with the comparable 2020 period is primarily due to the increase in resin prices, an increase of $4 million related to an acquisition in 2020 and increased labor costs.

Corporate Operating and other expenses were $29 million and $22 million for the three months ended March 31, 2021 and 2020.

The increase of $7 million for the three months ended March 31, 2021 as compared with the comparable 2020 period is primarily due to legal and other corporate overhead expenses.

Interest expenses increased $17 million for the three months ended March 31, 2021 as compared with the comparable 2020 period due to the May of 2020 issuance of the Parent Company’s $500 million aggregate principal amount of 3.2% senior notes due May 15, 2030 and a charge of approximately $14 million to write off debt issuance costs for the early retirement of debt at Altium Packaging in the current year period.

Income tax expense was $31 million for the three months ended March 31, 2021 as compared with an income tax benefit of $43 million for the comparable 2020 period.

The income tax expense for the three months ended March 31, 2021 is primarily due to the recognition of a $35 million deferred tax liability resulting from the asset held for sale designation of Altium Packaging related to the sale of 47% of the Company’s interest in Altium Packaging.

For more information on the sale see Note 2 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Diamond Offshore

Contract drilling revenues were $287 million and $676 million for the nine months ended September 30, 2020 and 2019.

Contract drilling expenses were $254 million and $594 million for the nine months ended September 30, 2020 and 2019.

Results for the nine months ended September 30, 2020 included in our Consolidated Condensed Financial Statements reflect only the period through the April 26, 2020 deconsolidation and also reflect lower average daily revenue earned as compared with the 2019 period.

Operating and other expenses for the nine months ended September 30, 2020 includes an aggregate asset impairment charge of $774 million ($408 million after tax and noncontrolling interests) recognized in the first quarter of 2020.

Amounts presented for Diamond Offshore for the three months ended March 31, 2020 reflect the period prior to its deconsolidation in the second quarter of 2020.

Contract drilling revenues were $218 million and Contract drilling expenses were $185 million for the three months ended March 31, 2020.

Operating and other expenses include an aggregate asset impairment charge of $774 million ($408 million after tax and noncontrolling interests) recognized in the first quarter of 2020.

For more information on the deconsolidation of Diamond Offshore see Note 2 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

Parent Company

Parent Company cash and investments, net of receivables and payables, totaled $3.5 billion at September 30, 2020 as compared to $3.3 billion at December 31, 2019.

During the nine months ended September 30, 2020, we received $755 million in dividends from CNA, including a special dividend of $485 million.

Cash outflows during the nine months ended September 30, 2020 included the payment of $678 million to fund treasury stock purchases, $53 million of cash dividends to our shareholders, $123 million of cash contributions to Loews Hotels & Co and $19 million to purchase common shares of CNA.

Parent Company cash and investments, net of receivables and payables, totaled $3.6 billion at March 31, 2021 as compared to $3.5 billion at December 31, 2020.

During the three months ended March 31, 2021, we received $275 million in dividends from CNA, including a special dividend of $182 million.

We also received a $199 million dividend from Altium Packaging in February of 2021.

Cash outflows during the three months ended March 31, 2021 included the payment of $280 million to fund treasury stock purchases, $17 million of cash dividends to our shareholders and $32 million of cash contributions to Loews Hotels & Co.

On April 1, 2021, Loews Corporation sold its 47% interest in Altium Packaging to GIC and received approximately $420 million in cash consideration, subject to expenses and post-closing adjustments.

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

1 unchanged sentence

We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees.

In May of 2020, we completed a public offering of $500 million aggregate principal amount of 3.2% senior notes due May 15, 2030.

The proceeds of this offering are available for general corporate purposes.

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

During the nine months ended September 30, 2020, we purchased 16.1 million shares of Loews Corporation common stock and 564,430 shares of CNA common stock.

During the three months ended March 31, 2021, we purchased 5.6 million shares of Loews Corporation common stock.

As of April 30, 2021, we had purchased an additional 0.6 million shares of Loews Corporation common stock in 2021 at an aggregate cost of $32 million.

As of April 30, 2021, there were 263,175,591 shares of Loews Corporation common stock outstanding.

Future uses of our cash may include investing in our subsidiaries, new acquisitions, dividends and/or repurchases 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.

Related to the COVID-19 pandemic and efforts to mitigate the spread of the virus, as the situation continues to evolve through the remainder of 2020, and possibly thereafter, uncertainty exists as to the potential impacts on CNA’s cash flows.

At this time, CNA does not believe these impacts would give rise to a material liquidity concern given its overall liquid assets and anticipated future cash flows.

CNA’s cash provided by operating activities was $1.4 billion for the nine months ended September 30, 2020 and $980 million for the nine months ended September 30, 2019.

The increase in cash provided by operating activities was driven by an increase in premiums collected, lower net claim payments and lower income taxes paid, partially offset by a lower level of distributions from limited partnerships.

CNA paid dividends of $3.11 per share on its common stock, including a special dividend of $2.00 per share in the nine months ended September 30, 2020.

On October 30, 2020, CNA’s Board of Directors declared a quarterly dividend of $0.37 per share, payable December 3, 2020 to shareholders of record on November 16, 2020.

CNA’s cash provided by operating activities was $82 million for the three months ended March 31, 2021 and $212 million for the comparable 2020 period.

The decrease in cash provided by operating activities was driven by the payment of the EWC LPT premium, partially offset by lower net claim payments and an increase in premiums collected.

For further information on the EWC LPT see Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

CNA paid a quarterly cash dividend of $0.38 per share on its common stock and a special cash dividend of $0.75 per share on its common stock in the first quarter of 2021.

On April 30, 2021, CNA’s Board of Directors declared a quarterly cash dividend of $0.38 per share, payable June 3, 2021 to shareholders of record on May 17, 2021.

CNA’s declaration and payment of future dividends is at the discretion of its Board of Directors and will depend on many factors, including CNA’s earnings, financial condition, business needs and regulatory constraints.

In August of 2020, CNA completed a public offering of $500 million aggregate principal amount of its 2.1% senior notes due August 15, 2030 and used the net proceeds to redeem the entire $400 million outstanding aggregate principal balance of its 5.8% senior notes due August 15, 2021 and for general corporate purposes.

CNA has an effective shelf registration statement under which it may publicly issue debt, equity or hybrid securities from time to time.

Dividends from Continental Casualty Company (“CCC”), a subsidiary of CNA, are subject to the insurance holding company laws of the State of Illinois, the domiciliary state of CCC.

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

well as the timing and amount of dividends paid in the preceding 12 months.

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

As of September 30, 2020, CCC was in a positive earned surplus position.

CCC paid dividends of $855 million and $940 million during the nine months ended September 30, 2020 and 2019.

As of March 31, 2021, CCC was in a positive earned surplus position.

CCC paid dividends of $330 million and $670 million during the three months ended March 31, 2021 and 2020.

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.

Boardwalk Pipelines’ cash provided by operating activities decreased $35 million for the nine months ended September 30, 2020 compared to the 2019 period, primarily due to the change in net income and the timing of receivables and accrued liabilities.

For the nine months ended September 30, 2020 and 2019, Boardwalk Pipelines’ capital expenditures were $351 million and $276 million, consisting primarily of a combination of growth and maintenance capital.

In August of 2020, Boardwalk Pipelines completed a public offering of $500 million aggregate principal amount of its 3.4% senior notes due February 15, 2031, which utilized the remaining capacity under Boardwalk Pipelines’ shelf registration statement.

Boardwalk Pipelines intends to use the proceeds to retire the outstanding $440 million aggregate principal amount of its 4.5% senior notes due 2021 in November of 2020, to fund growth capital expenditures and for general corporate purposes.

Initially, the proceeds were used to reduce outstanding borrowings under its revolving credit facility.

Boardwalk Pipelines anticipates that its existing capital resources, including its revolving credit facility and cash flows from operating activities, will be adequate to fund its operations and capital expenditures for 2020.

On November 19, 2020, Boardwalk Pipelines will pay a distribution of $102 million to the Company.

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

Boardwalk Pipelines’ cash provided by operating activities increased $40 million for the three months ended March 31, 2021 compared to the comparable 2020 period, primarily due to the change in net income.

For the three months ended March 31, 2021 and 2020, Boardwalk Pipelines’ capital expenditures were $53 million and $101 million, consisting primarily of a combination of growth and maintenance capital.

As of March 31, 2021, Boardwalk Pipelines had $10 million of outstanding borrowings under its credit facility.

As of April 30, 2021, Boardwalk Pipelines had no outstanding borrowings and approximately $1.5 billion of available borrowing under its credit facility.

Boardwalk Pipelines anticipates that its existing capital resources, including its credit facility and cash flows from operating activities, will be adequate to fund its operations and capital expenditures for 2021.

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

Certain of the hotels wholly or partially owned by Loews Hotels & Co are financed by debt facilities, with a number of different lenders.

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(2) temporarily allow funds previously restricted directly or indirectly under the hotel’s underlying loan agreement for the renewal, replacement and addition of building improvements, furniture and fixtures to be used instead for hotel operations and maintenance;

(3) allow hotels under development to defer required completion and opening dates;

and/or (3) defer certain interest and/or principal payments while the hotels operations are temporarily suspended or significantly impacted by a decline in occupancy.

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Additionally, due to temporary suspension of operations and lost revenues in certain joint venture entities, Loews Hotels & Co has received capital call notices in accordance with the underlying joint venture agreements to support the properties’ operations.

Through October 30, 2020, Loews Hotels & Co funded approximately $35 million to these joint ventures in 2020.

Through October 30, 2020, Loews Hotels & Co received capital contributions of $127 million from Loews Corporation.

Additional funding from Loews Corporation during the remainder of 2020 will be needed and will depend on numerous factors, including how quickly properties are able to return to sustainable operating levels.

Through April 30, 2021, Loews Hotels & Co funded approximately $13 million to these joint ventures in 2021.

Additional capital calls are anticipated from certain joint ventures during 2021 and will depend on future occupancy levels and cash needs.

Through April 30, 2021, Loews Hotels & Co received capital contributions of $32 million from Loews Corporation.

Additional funding from Loews Corporation during the remainder of 2021 will be needed and will depend on numerous factors, including how quickly properties are able to return to sustainable operating levels as well as any strategically aligned development opportunities.

On February 3, 2021, Altium Packaging entered into a $1.05 billion seven-year secured term loan.

The term loan is a variable rate facility which bears interest at a floating rate equal to the London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 2.75%, subject to a 0.5% LIBOR floor.

The proceeds were used to pay the outstanding principal balances of its variable rate term loans and lending facility and a dividend of $200 million.

Investment activities of non-insurance subsidiaries primarily consist of investments in fixed income securities, including short term investments.

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CNA’s investment portfolio supports its obligation to pay future insurance claims and provides investment returns which are an important part of CNA’s overall profitability.

The financial market disruption in the first quarter of 2020 significantly impacted CNA’s investment portfolio.

Losses from its limited partnership and common and preferred equity portfolios, as well as the recognition of impairment losses on certain fixed maturity holdings, negatively impacted net income for the three months ended March 31, 2020.

While financial markets have broadly recovered during the second and third quarters of 2020, CNA’s net investment income and net investment gains (losses) are lower for the nine months ended September 30, 2020 as compared with the 2019 period.

There could be continued volatility in CNA’s investment portfolio.

Net Investment Income

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Fixed income securities, as presented, include both fixed maturity securities and non-redeemable preferred stock.

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31

(In millions)

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Other, net of investment expense

Pretax net investment income

Fixed income securities after tax and noncontrolling interests

Net investment income after tax and noncontrolling interests

Effective income yield for the fixed income securities portfolio, before tax

Effective income yield for the fixed income securities portfolio, after tax

Net investment income

Effective income yield for the fixed income securities portfolio

Limited partnership and common stock return

CNA’s pretax net investment income for the three months ended September 30, 2020 increased $30 million as compared with the 2019 period, driven by limited partnership returns partially offset by lower yields on the fixed income portfolio.

CNA’s pretax net investment income decreased $193 million for the nine months ended September 30, 2020 as compared with the 2019 period, driven by limited partnership and common stock returns and lower yields in the fixed income portfolio.

CNA’s net investment income for the three months ended March 31, 2021 increased $175 million as compared with the comparable 2020 period, driven by increased limited partnership and common stock returns.

Investment Gains (Losses)

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31

(In millions)

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Amounts attributable to noncontrolling interests

Investment gains (losses) attributable to Loews Corporation

CNA’s investment gains (losses) increased $38 million for the three months ended September 30, 2020 as compared with the 2019 period.

The increase was driven by the favorable change in fair value of non-redeemable preferred stock and higher net realized investment gains on sales of fixed maturity securities.

Pretax impairment losses of $5 million on available-for-sale securities and $3 million of credit losses on mortgage loans were recognized in the current quarter.

CNA’s investment gains (losses) decreased $142 million for the nine months ended September 30, 2020 as compared with the 2019 period.

The decrease was driven by higher impairment losses and the unfavorable change in fair value of non-redeemable preferred stock partially offset by higher net realized investment gains on sales of fixed maturity securities.

Pretax impairment losses of $108 million on available-for-sale securities and $16 million of credit losses on mortgage loans were recognized for the nine months ended September 30, 2020.

Net investment gains (losses) attributable to Loews Corporation

CNA’s investment gains (losses) increased $273 million for the three months ended March 31, 2021 as compared with the comparable 2020 period driven by the favorable relative change in fair value of non-redeemable preferred stock and lower impairment losses.

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

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

September 30, 2020

March 31, 2021

December 31, 2020

(In millions)

Government, Government agencies and Government-sponsored enterprises

Government, Government agencies and

Government-sponsored enterprises

Non-investment grade

As of September 30, 2020 and December 31, 2019, 1% of CNA’s fixed maturity portfolio was rated internally.

AAA rated securities included $1.9 billion and $1.5 billion of pre-funded municipal bonds as of September 30, 2020 and December 31, 2019.

As of March 31, 2021 and December 31, 2020, 1% of CNA’s fixed maturity portfolio was rated internally.

AAA rated securities included $1.9 billion and $1.8 billion of pre-refunded municipal bonds as of March 31, 2021 and December 31, 2020.

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

September 30, 2020

March 31, 2021

(In millions)

Government, Government agencies and Government-sponsored enterprises

Government, Government agencies and

Government-sponsored enterprises

Non-investment grade

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Securities not due to mature on a single date are allocated based on weighted average life:

September 30, 2020

March 31, 2021

(In millions)

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Amounts presented are net of payable and receivable amounts for securities purchased and sold, but not yet settled.

September 30, 2020

March 31, 2021

December 31, 2020

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The carrying value of the components of CNA’s Short term investments are presented in the following table:

September 30,

(In millions )

Short term investments:

Commercial paper

Treasury securities

Total short term investments

During 2020, CNA shifted its commercial paper holdings to U.S.

Treasury securities.

In addition to short term investments, CNA held $442 million and $242 million of cash as of September 30, 2020 and December 31, 2019.

CRITICAL ACCOUNTING ESTIMATES

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Investors are cautioned that certain statements contained in this Report as well as in other SEC filings and periodic press releases and certain oral statements made by us and our subsidiaries and our and their officials during presentations may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”).

Forward-looking statements include, without limitation, any statement that does not directly relate to any historical or current fact and may project, indicate or imply future results, events, performance

or achievements.

Such statements may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions.

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Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those anticipated or projected.

Developments in any of the risks or uncertainties facing us or our subsidiaries, including those described under Part II, Item 1A, Risk Factors in this Report, Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019, Part II, Item 1A, Risk Factors in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and in our other filings with the SEC, could cause our results to differ materially from results that have been or may be anticipated or projected.

Developments in any of the risks or uncertainties facing us or our subsidiaries, including those described under Part II, Item 1A, Risk Factors in this Report and Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020 and in our other filings with the SEC, could cause our results to differ materially from results that have been or may be anticipated or projected.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements.

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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-Q

Item 2. Management’s Discussion and Analysis