Loews (L) 10-K risk factor changes: FY2021 vs FY2020

There may be additional risks that we do not yet know of or that we do not currently perceive to be material that may also [added: materially adversely] impact our business or the businesses of our subsidiaries.

[removed: Risks] [added: Risks] Related to Us and Our Subsidiary, [removed: CNA][added: CNA]

[removed: The] [added: The] COVID-19 pandemic and measures to mitigate the spread of the virus have resulted in [removed: significant] [added: increased claims and related litigation] risk across CNA’s enterprise, [removed: which have had, and may] [added: which may] continue to [removed: have, material] [added: have] adverse impacts on its business, results of operations and financial [removed: condition, the extent of which cannot] [added: condition and could] be [removed: determined with any certainty at this time.][added: material.]

[removed: For further discussion of risks associated with catastrophe losses, see the Risk Factor, “*CNA] [added: CNA] is vulnerable to material losses from natural and man-made [removed: disasters.*”][added: disasters.]

[removed: For further discussion of risks associated with CNA’s investments, see the Risk Factor, “*CNA] [added: CNA] may incur significant realized and unrealized investment losses and volatility in net investment income arising from changes in the financial [removed: markets.*”][added: markets.]

CNA has experienced, and [removed: is likely to] [added: may] continue to experience, increased claim submissions and litigation related to denial of claims based on policy coverage, [added: or the facts of the claim,] in certain lines of business that are implicated by the pandemic and mitigating actions taken by its customers and governmental authorities in response to its spread.

CNA [removed: has] recorded significant losses [added: during 2020, the majority of which are classified as incurred but not reported (“IBNR”) reserves,] in these areas [removed: during 2020] and may experience continued losses, which could be material.

Increased frequency or severity in any or all of the foregoing lines, or others where the exposure has yet to emerge, may have a material impact on CNA’s business, results of operations and financial [removed: condition, the extent of which cannot be determined with any certainty at this time.][added: condition.]

CNA has [removed: also] incurred and may continue to incur substantial expenses related to litigation activity in connection with COVID-related legal claims.

The significance of such litigation, both in substance and volume, and the resultant activities CNA has initiated, including external counsel engagement, and the costs related thereto, may have a material impact on CNA’s business, results of operations and financial [removed: condition, the extent of which cannot be determined with any certainty at this time.][added: condition.]

[removed: discussion of risks associated with CNA’s regulatory environment, see the Risk Factor, “*CNA] [added: CNA] is subject to extensive existing state, local, federal and foreign governmental regulations that restrict its ability to do business and generate revenues; additional regulation or significant modification to existing regulations or failure to comply with regulatory requirements may have a materially adverse effect on CNA’s business, [added: results of] operations and financial [removed: condition.*”][added: condition.]

[removed: If] [added: If] CNA determines that its recorded insurance reserves are insufficient to cover its estimated ultimate unpaid liability for claim and claim adjustment expenses, CNA may need to increase its insurance reserves which would result in a charge to CNA’s [removed: earnings.][added: earnings.]

Key variables include frequency of claims, claim severity, mortality, morbidity, discount rates, [added: economic, social and medical] inflation, claim handling policies and procedures, case reserving approach, underwriting and pricing policies, changes in the legal and regulatory environment and the lag time between the occurrence of an insured event and the time of its ultimate settlement.

The impact of changes in [removed: inflation] [added: economic] and [added: social inflation, and] medical costs are also more pronounced for long-tail coverages due to the longer settlement period.

These [removed: issues] [added: issues, as well as social inflation,] have had, and may continue to have, a negative effect on CNA’s business, results of operations and financial condition by either extending coverage beyond the original underwriting intent or by increasing the number or size of claims, resulting in further increases in CNA’s reserves.

[removed: CNA’s] [added: CNA’s] actual experience could vary from the key assumptions used to determine active life reserves for long term care [removed: policies.][added: policies.]

A prolonged period during which investment returns remain at levels lower than those anticipated in CNA’s reserving [removed: would] [added: discount rate assumptions could] result in shortfalls in investment income on assets supporting CNA’s obligations under long term care policies, which may require [removed: changes] [added: increases] to its reserves.

[removed: In] addition, CNA may not receive regulatory approval for the level of premium rate increases it requests.

These events can be natural or man-made, and may include hurricanes, windstorms, earthquakes, hail, severe winter weather, fires, floods, riots, strikes, civil unrest, [removed: cyber attacks,] [added: cyber-attacks,] pandemics and acts of terrorism.

CNA’s principal reinsurance protection against these large-scale terrorist attacks is the coverage currently provided through [removed: TRIPRA] [added: the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”)] through December 31, 2027.

[removed: CNA] [added: CNA] has exposure related to A&EP claims, which could result in material [removed: losses.][added: losses.]

The cumulative amount ceded under the loss portfolio transfer as of December 31, [removed: 2020] [added: 2021] is [removed: $3.3] [added: $3.4] billion.

[removed: CNA] [added: CNA] is exposed to, and may face adverse developments related to, mass tort claims that could arise from its insureds’ sale or use of potentially harmful products or substances, changes to the social and legal environment, issues related to altered interpretation of coverage and other new and emerging claim [removed: theories.][added: theories.]

[added: If] CNA [removed: may not be able] [added: is unable] to obtain sufficient reinsurance at a cost or on terms and conditions it deems acceptable, [removed: which could result in increased exposure to] [added: CNA’s] risk [added: exposure will not be mitigated] or [removed: a decrease in CNA’s] [added: it may forego such increased risk, thereby adversely impacting its] underwriting [removed: commitments.][added: strategies.]

A primary reason CNA purchases reinsurance is to manage its exposure to [removed: risk.][added: risk, thereby facilitating its underwriting strategies in certain key areas.]

Under CNA’s ceded reinsurance arrangements, [removed: another insurer] [added: a reinsurer] assumes a specified portion of [removed: CNA’s] [added: its] exposure in exchange for a specified portion of policy premiums.

Market conditions determine the availability and cost of the reinsurance protection CNA purchases, which affects the [removed: level] [added: volatility] of its business and profitability, as well as the level and types of risk CNA retains.

[removed: CNA] [added: CNA] faces intense competition in its industry; it may be adversely affected by the cyclical nature of the property and casualty business and the evolving landscape of its distribution [removed: network.][added: network.]

[removed: CNA] [added: CNA] may be adversely affected by technological changes or disruptions in the insurance [removed: marketplace.][added: marketplace.]

[removed: CNA] [added: CNA] uses analytical models to assist its decision making in key areas such as pricing, [removed: reserving] [added: reserving, catastrophe risks] and capital modeling and may be adversely affected if actual results differ materially from the model outputs and related [removed: analyses.][added: analyses.]

[removed: The] [added: CNA’s] profitability and financial condition [removed: of CNA] substantially depends on the extent to which its actual experience is consistent with the assumptions CNA uses in its models and ultimate model outputs.

[removed: Inability] [added: Inability] to detect and prevent significant employee or third party service provider misconduct, inadvertent errors and omissions, or exposure relating to functions performed on CNA’s behalf could result in a material adverse effect on CNA’s business, results of operations and financial [removed: condition.][added: condition.]

Portions of CNA’s insurance business [removed: is] [added: are] underwritten and serviced by third parties.

Additionally, CNA relies on certain third-party claims administrators, including the administrators of its long term care claims, to [added: handle policyholder services and] perform significant claim administration and claim adjudication functions.

[removed: CNA] [added: CNA] is subject to capital adequacy requirements and, if it is unable to maintain or raise sufficient capital to meet these requirements, regulatory agencies may restrict or prohibit CNA from operating its [removed: business.][added: business.]

The IAIS has adopted a common framework for the supervision of internationally active insurance groups and continues to develop a group basis [removed: Insurance Capital Standard (“ICS”).][added: ICS.]

[removed: CNA’s] [added: CNA’s] insurance subsidiaries, upon whom CNA depends for dividends in order to fund its corporate obligations, are limited by insurance regulators in their ability to pay [removed: dividends.][added: dividends.]

[removed: Rating] [added: Rating] agencies may downgrade their ratings of CNA, adversely affecting its ability to write insurance at competitive rates or at all and increasing its cost of [removed: capital.][added: capital.]

Ratings reflect the rating agency’s opinions of an insurance company’s or insurance holding company’s financial strength, capital adequacy, enterprise risk management practices, operating performance, strategic position and ability to meet its obligations to policyholders and debt [removed: holders.][added: holders, and may also reflect opinions on other areas such as information security and ESG matters.]

[added: Among] the adverse effects in the event of such downgrades would be the inability to obtain a material volume of business from certain major insurance brokers, the inability to sell a material volume of CNA’s insurance products to certain markets and the required collateralization of certain future payment obligations or reserves.

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Further, the impact of social inflation continues to be significant, and the trajectory of its future impact remains uncertain.

In

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CNA’s underwriting strategies currently rely on the effectiveness of reinsurance arrangements and CNA accordingly faces risks relating to reinsurance, including obtaining reinsurance at a cost or on terms and conditions it deems acceptable, reinsurance counterparty risk and ineffective reinsurance coverage.

In addition, use of reinsurance exposes CNA to credit risk of the reinsurers, as the reinsurance arrangements do not relieve it of the liability to the customer.

If a reinsurer is unable to meet its financial obligations under a reinsurance arrangement, CNA will remain obligated under the original policies issued to its customers.

Furthermore, while CNA uses various risk management methods, including the use of reinsurance, to effectively manage risk, there is the possibility that one or more natural catastrophes and/or terrorism or other events could result in claims substantially exceeding expectations, thereby making the reinsurance strategy significantly less effective.

Such reinsurance-related risks could have a material adverse effect on CNA’s business, results of operations and financial condition and adversely affect its underwriting strategies in certain lines of business.

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Any significant interruption in the operation of CNA’s business functions, facilities and systems or its vendors’ facilities and systems could result in a materially adverse effect on its operations.

CNA’s business is highly dependent upon its ability to perform, in an efficient and uninterrupted manner, through its employees or vendor relationships and using its and its vendor’s facilities and systems, necessary business functions, such as internet support and 24-hour call centers, processing new and renewal business, providing customer service, processing and paying claims and other obligations and issuing financial statements.

CNA’s, or its vendors’, facilities and systems could become unavailable, inoperable, or otherwise impaired from a variety of causes, including natural events, such as hurricanes, tornadoes, windstorms, earthquakes, severe winter weather and fires, or other events, such as explosions, terrorist attacks, computer security breaches or cyber attacks, riots, hazardous material releases, medical epidemics or pandemics, utility outages, interruptions of data processing and storage systems or unavailability of communications facilities.

An interruption in CNA’s system availability occurred in March 2021 as a result of a cybersecurity attack sustained by CNA.

Please refer to the immediately following risk factor for further information regarding this incident.

Likewise, CNA could experience a significant failure, interruption or corruption of one or more of its vendors’ information technology, telecommunications, or other systems for various reasons, including significant failures or interruptions that might occur as existing systems are replaced or upgraded.

The shut-down or unavailability of one or more of CNA’s or its vendors’ systems or facilities for these or any other reasons could significantly impair CNA’s ability to perform critical business functions in a timely basis.

In addition, because CNA’s information technology and telecommunications systems interface with and depend on third-party systems, CNA could experience service denials if demand for such service exceeds capacity or a third-party system fails or experiences an interruption.

If sustained or repeated, such events could result in a deterioration of CNA’s ability to perform necessary business functions.

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The foregoing risks could expose CNA to monetary and reputational damages.

Potential exposures resulting from the March 2021 cybersecurity attack, described in the immediately following risk factor, as well as any future incidents may include substantially increased compliance costs, as well as increased costs relating to investments in computer system and security-related upgrades, with those costs potentially not recoverable under relevant insurance coverage.

CNA anticipates making continued investments to improve its security and infrastructure which are not recoverable under relevant insurance coverage.

If CNA’s business continuity plans or system security do not sufficiently address these risks, they could have a material adverse effect on CNA’s business, results of operations and financial condition.

Any significant breach in CNA’s data security infrastructure or its vendors’ facilities and systems could disrupt business, cause financial losses and damage its reputation, and insurance coverage may not be available for claims related to a breach.

A significant breach of CNA’s data security infrastructure may result from actions by its employees, vendors, third-party administrators, or unknown third parties or through cyber attacks.

The COVID-19 outbreak, and actions seeking to mitigate the spread of the virus, accelerated in both breadth and scope through early 2020, with the World Health Organization declaring it a pandemic on March 11, 2020.

The situation has continued to evolve exponentially with implicated exposures increasing given sustained uncertainties across the global marketplace.

Both the extensiveness of the pandemic itself, as well as the measures taken to mitigate the virus spread globally, are unprecedented and their effects continue to be pervasive.

While vaccination efforts have begun in many geographic locations, the virus continues to spread.

Accordingly, it remains the case that nearly a year past the initial identification of the threat, all of the direct and indirect consequences and implications of COVID-19 and measures to mitigate its spread are not yet known and may not emerge for some time.

Risks presented by the ongoing effects of COVID-19 that are known at this time include the following:

Broad economic impact

The economic effect of the pandemic has been broad in nature and has significantly impacted business operations across all industries, including CNA.

Depressed economic conditions have led to, and may continue to lead to, decreased insured exposures causing CNA to experience declines in premium volume, especially for lines of business that are sensitive to rates of economic growth and those that are impacted by audit premium adjustments.

Significant decreases in premium volume directly and adversely impacts CNA’s underwriting expense ratio.

CNA recorded a decrease in its estimated audit premiums during the second quarter of 2020 impacting its net earned premium and if general economic conditions do not improve, CNA’s net written premiums and net earned premiums may be depressed, which may have a material impact on its business, results of operations and financial condition, the extent of which cannot be determined with any certainty at this time.

While CNA’s losses incurred during 2020 related to COVID-19 and measures to mitigate its spread represent CNA’s best estimate of its ultimate insurance losses resulting from events occurring during 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 in the future.

The scope, duration and magnitude of the direct and indirect effects could continue to evolve, 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 full or partial business closures, could cause CNA to experience additional COVID-19 related catastrophe losses in future quarters, which could be material.

Financial markets and investments

The COVID-19 pandemic has also significantly impacted financial markets.

As investors have embarked on a flight to quality, risk free rates have decreased.

In addition, liquidity concerns and overall economic uncertainties drove increased volatility in credit spreads and equity markets.

While government actions to date have provided some stability to financial markets, economic prospects in the short term continue to be depressed and CNA remains in a historically low interest rate environment.

The continued spread of the virus and the extension of efforts to mitigate the spread in numerous geographic areas will continue to cause substantial uncertainty on the timing and strength of any economic recovery and could continue to impact CNA’s investment portfolio results and valuations, and may result in additional volatility or losses in its investment portfolio, which could be material.

These significant financial market disruptions may have a material impact on CNA’s business, results of operations and financial condition, the extent of which cannot be determined with any certainty at this time.

Claims and related litigation

In addition, CNA’s surety lines may experience increased losses, particularly in construction surety, where there is significant risk that contractors will be adversely and materially impacted by a prolonged decline in economic conditions.

Regulatory impact

The regulatory environment is rapidly evolving in direct response to the pandemic and the related mitigating actions.

Numerous regulatory authorities to which CNA’s business is subject, have implemented or are contemplating broad and significant regulations restricting and governing insurance company operations during the pandemic crisis.

Such actions include, but are not limited to, premium moratoriums, premium refunds and reductions, restrictions on policy cancellations and potential legislation-driven expansion of policy terms.

To date, certain state authorities have ordered premium refunds and certain regulatory and legislative bodies have proposed requiring insurers to cover business interruption under policies that were not written to provide for such coverage under the current circumstances.

In addition, certain states have directed expansion of workers’ compensation coverage through presumption of compensability of claims for a broad category of workers.

This highly fluid and challenging regulatory environment, and the new regulations CNA is now, and may be, subject to may have a material impact on its business, results of operations and financial condition, the extent of which cannot be determined with any certainty at this time.

For further

CNA is vulnerable to material losses from natural and man-made disasters.

If CNA is unable to obtain sufficient reinsurance at a cost or on terms and conditions it deems acceptable, CNA may have increased exposure to risk, which could be material.

Alternatively, CNA may be unwilling to bear the increased risk, which would reduce the level of its underwriting commitments.

CNA may incur significant realized and unrealized investment losses and volatility in net investment income arising from changes in the financial markets.

Among

CNA is subject to extensive existing state, local, federal and foreign governmental regulations that restrict its ability to do business and generate revenues; additional regulation or significant modification to existing regulations or failure to comply with regulatory requirements may have a materially adverse effect on CNA’s business, results of operations and financial condition.

In the Fiscal Year 2021 Omnibus Appropriations Bill, Congress reauthorized PHMSA through fiscal year 2023 and directed the agency to move forward with several regulatory actions.

Any new pipeline safety legislation or implementing regulations could impose more stringent or costly compliance obligations on Boardwalk Pipelines and could require it to pursue additional capital projects or conduct integrity or maintenance programs on an accelerated basis, any or all of which tasks could result in Boardwalk Pipelines incurring increased operating costs that could have a material adverse effect on its costs of providing transportation services.

[removed: | [Overview](#OVERVIEW) | 47 |][added: OVERVIEW]

[removed: | [Results of Operations](#RESULTSOFOPERATIONS) | 48 |][added: RESULTS OF OPERATIONS]

[removed: | [Consolidated] [added: Consolidated] Financial [removed: Results](#ConsolidatedFinancialResu) | 48 |][added: Results]

[removed: | [CNA Financial](#CNAFinancial) | 49 |][added: CNA Financial]

[removed: | [Boardwalk Pipelines](#BoardwalkPipelines) | 55 |][added: Boardwalk Pipelines]

[removed: | [Loews] [added: Loews] Hotels & [removed: Co](#LoewsHotelsCo) | 58 |][added: Co]

[removed: | [Corporate](#Corporate) | 59 |][added: Corporate]

[removed: | [Diamond Offshore](#DiamondOffshore) | 60 |][added: Diamond Offshore]

[removed: | [Liquidity and Capital Resources](#LIQUIDITYANDCAPITALRESOUR) | 60 |][added: LIQUIDITY AND CAPITAL RESOURCES]

[removed: | [Parent Company](#ParentCompany) | 60 |][added: Parent Company]

[removed: | [Subsidiaries](#Subsidiaries) | 60 |][added: Subsidiaries]

[removed: | [Contractual Obligations](#ContractualObligations) | 62 |][added: Contractual Obligations]

[removed: | [Investments](#INVESTMENTS) | 63 |][added: INVESTMENTS]

[removed: | [Insurance Reserves](#INSURANCERESERVES) | 66 |][added: INSURANCE RESERVES]

[removed: | [Critical Accounting Estimates](#CRITICALACCOUNTINGESTIMAT) | 75 |][added: CRITICAL ACCOUNTING ESTIMATES]

[removed: | [Accounting Standards Update](#ACCOUNTINGSTANDARDSUPDATE) | 77 |][added: ACCOUNTING STANDARDS UPDATE]

[removed: OVERVIEW][added: Overview]

Loews Corporation is a holding company and has [removed: five] [added: 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”); [added: and] the Corporate [removed: segment and Diamond Offshore Drilling Inc. (“Diamond Offshore”).][added: segment.]

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

[added: In the first quarter of 2020,] Diamond Offshore [added: Drilling Inc. (“Diamond Offshore”)] was [added: a reportable segment; Diamond Offshore was] deconsolidated during the second quarter of 2020.

Results [removed: of operations] for [removed: Diamond Offshore through the Filing Date included] [added: 2020 also include] an aggregate asset impairment charge of $774 million ($408 million after tax and noncontrolling interests) recognized in the first quarter of 2020.

[removed: For further information see] [added: See] the [removed: Diamond Offshore] [added: Insurance Reserves] section of this [removed: MD&A.][added: MD&A for further information.]

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

For a discussion of changes in results of operations comparing the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] for Loews Corporation and its subsidiaries see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] filed with the SEC on February [removed: 12, 2020.][added: 9, 2021.]

[removed: RESULTS OF OPERATIONS][added: Results of Operations]

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 years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019:][added: 2020:]

| Year Ended December [removed: 31] [added: 31, 2020] | | [removed: 2020] | | | | [removed: 2019] | | | [added: | | | | | | | | | | | | | | |]

| [removed: (In] [added: (In] millions, except per share [removed: data)] [added: data)] | | | | | | | | | [added: | | |]

| CNA Financial | | [added: |] $ | [removed: 618] [added: 1,077] | | | [added: | |] $ | [removed: 894] [added: 618] | |

| Boardwalk Pipelines | | | [removed: 206] [added: 235] | | | | [removed: 209] | | [added: 206 | | |]

| Loews Hotels & Co | | | [removed: (212] [added: (14)] | [removed: )] | | | [removed: (31] | [removed: )] | [added: (212) | | |]

| Corporate (a) | | | [removed: (1,067] [added: 280] | [removed: )] | | | [removed: 35] | | [added: (1,067) | | |]

| Diamond Offshore (b) | | | [removed: (476] [added: —] | [removed: )] | | | [removed: (175] | [removed: )] | [added: (476) | | |]

| Net income (loss) attributable to Loews Corporation | | [added: |] $ | [removed: (931] [added: 1,578] | [removed: )] | | [added: | |] $ | [removed: 932] [added: (931)] | |

| [removed: Basic] [added: Basic] net income (loss) per [removed: share] [added: share] | | [added: |] $ | [removed: (3.32] [added: 6.08] | [removed: )] | | [added: | |] $ | [removed: 3.08] [added: (3.32)] | |

| [removed: Diluted] [added: Diluted] net income (loss) per [removed: share] [added: share] | | [added: |] $ | [removed: (3.32] [added: 6.07] | [removed: )] | | [added: | |] $ | [removed: 3.07] [added: (3.32)] | |

| (a) | [added: | |] Includes a net investment [added: gain of $555 million ($438 million after tax) related to the sale of 47% of Altium Packaging in 2021 and a net investment] loss of $1.2 billion ($957 million after tax) caused by the write down of the carrying value of our interest in Diamond [removed: Offshore.] [added: Offshore in 2020.] | [added: | |]

[removed: | (b) | Amounts presented for] [added: For further information on the deconsolidations of] Diamond Offshore [removed: reflect the periods prior to deconsolidation. See Notes 2] and [removed: 20] [added: Altium Packaging see Note 2] of the Notes to [removed: the] Consolidated Financial Statements included under Item 8. [removed: |]

[removed: 2020] [added: 2021] Compared with [removed: 2019][added: 2020]

Net [removed: loss] [added: income] attributable to Loews Corporation for [removed: 2020] [added: 2021] was [removed: $931 million,] [added: $1.6 billion,] or [removed: $3.32] [added: $6.07] per share, compared to [added: a] net [removed: income] [added: loss] attributable to Loews Corporation of [removed: $932] [added: $931] million, or [removed: $3.07] [added: $3.32] per share, in [removed: 2019.][added: 2020.]

On April 1, 2021, Loews Corporation sold 47% of Altium Packaging to GIC, Singapore’s sovereign wealth fund, for $420 million in cash consideration.

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

Subsequent to deconsolidation, Loews Corporation’s investment in Altium Packaging is accounted for under the equity method of accounting, with Equity income (loss) reported in Operating expenses and other on the Consolidated Statements of Operations.

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Excluding the items set forth in footnote (a) in the table above and Diamond Offshore’s 2020 net loss in the table above, net income attributable to Loews Corporation for 2021 and 2020 was $1.1 billion and $502 million.

The improvement in Loews Corporation’s results in 2021 compared to 2020 was driven by improved current accident year underwriting results, higher net investment income and investment gains in 2021 as compared to losses in 2020 for CNA and the significant improvement in results for Loews Hotels due to the rebound in leisure travel, especially at resort destinations.

Boardwalk Pipelines also contributed positively to Loews Corporation’s year-over-year improvement due to higher revenues from growth projects recently placed into service.

The parent company investment portfolio also generated higher gains in 2021 as compared to 2020.

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The increase was primarily due to improved current accident year underwriting results.

Net catastrophe losses were $397 million ($280 million after tax and noncontrolling interests) for 2021 as compared to $550 million ($388 million after tax and noncontrolling interests) in 2020.

Net catastrophe losses for 2021 were driven by severe weather related events, primarily Hurricane Ida and Winter Storms Uri and Viola.

Results also reflect higher net investment income and investment gains in 2021 as compared with investment losses in 2020.

Results for 2021 also reflect the absence of a $74 million charge ($52 million after tax and noncontrolling interests) related to the recognition of an active life reserve premium deficiency for long term care policies in 2020.

We believe the presentation of CNA as one reportable segment is

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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.

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.

Prior period information has been conformed to the new presentation.

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

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| Gross written premiums | | | $ | 7,665 | | | | | $ | 4,445 | | | | | $ | 1,297 | | | | | $ | 13,407 | |

| party captives | | | 3,672 | | | | | | 4,334 | | | | | | 1,297 | | | | | | 9,303 | | |

| Net written premiums | | | 3,225 | | | | | | 3,595 | | | | | | 1,101 | | | | | | 7,921 | | |

| Net earned premiums | | | 3,076 | | | | | | 3,552 | | | | | | 1,057 | | | | | | 7,685 | | |

Management’s discussion and analysis of financial condition and results of operations is comprised of the following sections:

| | Page |

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| | No. |

| | |

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.

Therefore, Diamond Offshore was deconsolidated from the Company’s consolidated financial statements, effective as of the Filing Date, resulting in the recognition of a loss of $1.2 billion ($957 million after tax) during the year ended December 31, 2020.

Consolidated Financial Results

| --- | --- |

| --- | --- |

The net loss for 2020 was driven by six main factors: (i) an investment loss of $1.2 billion ($957 million after tax) caused by the write down of the carrying value of our interest in Diamond Offshore as a result of its deconsolidation upon its bankruptcy filing on April 26, 2020; (ii) drilling rig impairment charges at Diamond Offshore during the first quarter of 2020 when it was a consolidated subsidiary; (iii) operating losses in 2020 as compared to operating income in 2019 at Loews Hotels; (iv) a reduction in CNA’s and the parent company’s net investment income; (v) net investment losses at CNA in 2020 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 the Company’s financial results will depend on the duration of mandated and voluntary containment efforts, related economic policies, the success of vaccination efforts in mitigating the pandemic, and other societal responses to the pandemic.

CNA Financial

The decrease was primarily due to net catastrophe losses of $550 million ($388 million after tax and noncontrolling interests) for 2020 as compared to $179 million ($126 million after tax and noncontrolling interests) in 2019, lower net investment income and investment losses in 2020 as compared with investment gains in 2019.

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 improved non-catastrophe current accident year underwriting results and a $74 million charge ($52 million after tax and noncontrolling interests) in the third quarter of 2020 as compared to a $216 million charge ($151 million after tax and noncontrolling interests) in the third quarter of 2019 related to recognition of a premium deficiency as a result of the gross premium valuation (“GPV”) review.

COVID-19 related conditions had a significant impact across CNA during 2020.

During the first quarter of 2020, CNA experienced significant declines in the value of its investment portfolio.

While financial markets broadly recovered by the end of 2020, CNA’s Net investment income and Investment gains (losses) are lower for 2020 as compared with 2019.

CNA also recorded significant catastrophe losses during 2020 related to COVID-19 and recorded a reduction in its estimated audit premiums due to lower exposure.

The Company’s 2020 consolidated financial statements reflect its best estimate of the impacts related to COVID-19.

On December 30, 2020, CNA entered into an agreement with Cavello Bay Reinsurance Limited (“Cavello”), a subsidiary of Enstar Group Limited, under which Cavello reinsured a legacy portfolio of excess workers’ compensation policies.

The transaction closed on February 5, 2021 and is based on reserves in place as of January 1, 2020 and adjusted for any subsequent claim activity.

The new classifications will be presented in the period ending March 31, 2021, and prior periods presented will conform to the new presentation.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| Year Ended December 31, 2019 | | Specialty | | | | Commercial | | | | International | | | | Total | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | |

| Gross written premiums | | $ | 6,900 | | | $ | 3,693 | | | $ | 1,111 | | | $ | 11,704 | |

| party captives | | | 3,015 | | | | 3,609 | | | | 1,111 | | | | 7,735 | |

| Net written premiums | | | 2,848 | | | | 3,315 | | | | 971 | | | | 7,134 | |

| Net earned premiums | | | 2,773 | | | | 3,162 | | | | 974 | | | | 6,909 | |

| Core income | | | 671 | | | | 489 | | | | 30 | | | | 1,190 | |

| | | | | | | | | | | | | | | | | |

The sensitivity analysis estimates the change in the fair value of interest sensitive assets and liabilities that were held on December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] due to an instantaneous change in the yield of the security at the end of the period of 100 basis points, with all other variables held constant.

Accordingly, the analysis may not be indicative of, is not intended to provide, and does not provide a precise forecast of the effect of changes of market interest rates on our [removed: earnings or shareholders’ equity.]

The impact of a 100 basis point increase in interest rates on fixed rate debt would result in a decrease in market value of [removed: $636] [added: $546] million and [removed: $554] [added: $636] million at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

The impact of a 100 basis point decrease would result in an increase in market value of [removed: $742] [added: $683] million and [removed: $602] [added: $742] million at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

At December 31, [removed: 2020 and 2019,] [added: 2021,] the impact of a 100 basis point increase in interest rates on variable rate debt, net of the effects of the swaps, would [added: not] increase interest expense [added: and at December 31, 2020 would increase interest expense] by approximately $3 million [removed: and $5 million] on an annual basis.

Equity price risk was measured assuming an instantaneous 25% decrease in the underlying reference price or index from its level at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] with all other variables held constant.

The sensitivity analysis assumes an instantaneous 20% decrease in the foreign currency exchange rates versus the U.S. dollar from their levels at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] with all other variables held constant.

Commodity price risk was measured assuming an instantaneous decrease of 20% from their levels at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

The following tables present the estimated effects on the fair value of our and our subsidiaries’ financial instruments as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] due to an increase in yield rates of 100 basis points, a 20% decline in foreign currency exchange rates and a 25% decline in the S&P 500, with all other variables held constant, on the basis of those entered into for trading purposes and other than trading purposes.

[removed: Trading portfolio:][added: Trading portfolio:]

| | | | | | | [removed: Increase (Decrease)] | | | [added: Increase (Decrease)] | | | | [added: | | | | |]

| [added: December 31, 2021] | | [removed: Fair] [added: | Fair] Value Asset [added: (Liability)] | | | | [removed: Interest] [added: | | Interest] Rate [added: Risk] | | | | [removed: Equity] [added: | | Equity] Price [added: Risk] | | |

| [removed: (In millions)] [added: (In millions)] | | | | | | | | | | | | | [added: | | | | |]

| [removed: Fixed] [added: Fixed] maturities – [removed: long] [added: long] | | [added: |] $ | [removed: 42] [added: 7] | | | | [removed: \-] | | | | | | [added: | | | |]

| Equity securities – long | | | 566 | | | | | | | [removed: $] | [removed: (141] | [removed: )] | [added: | | $ | (141) | |]

| [removed: – short] [added: – short] | | | [removed: (14] [added: (70)] | [removed: )] | | | | | | | [removed: 4] | | [added: | | 18 | | |]

| Options – purchased | | | 3 | | | | | | | | [added: | | | |] 6 | | [added: |]

| [removed: Other] [added: Other] invested [removed: assets] [added: assets] | | | [removed: 21] [added: 27] | | | | | | | | | | [added: | | | | |]

| Short term investments | | | 2,680 | | | [removed: $] | [removed: (6] | [removed: )] | [added: $] | [added: (6)] | | | [added: | | | | |]

[removed: Other] [added: Other] than trading [removed: portfolio:][added: portfolio:]

| | | | | | | [removed: Increase (Decrease)] | | | [added: Increase (Decrease)] | | | | | | | | [added: | | | | | | |]

| [added: December 31, 2021] | | [removed: Fair] [added: | Fair] Value [removed: Asset] [added: Asset (Liability)] | | | | [removed: Interest] [added: | | Interest] Rate [added: Risk] | | | | [removed: Foreign Currency] | | [added: Foreign Currency Risk] | | [removed: Equity] [added: | | | | Equity] Price [added: Risk] | | |

| [removed: (In millions)] [added: (In millions)] | | | | | | | | | | | | | | | | | [added: | | | | | | |]

| Fixed maturities (a) | | [removed: $] | [removed: 44,604] [added: $] | [added: 44,604] | | [removed: $] | [removed: (2,963] | [removed: )] | [added: $] | [removed: $] [added: (2,963)] | [removed: (513] | [removed: )] | | | [added: $] | [added: (513)] | [added: | | | | | | |]

| Equity securities | | | 992 | | | | [removed: (30] | [removed: )] | [added: (30)] | | [removed: (2] | [removed: )] | | [removed: $] | [removed: (57] [added: (2)] | [removed: )] | [added: | | | | $ | (57) | |]

| Limited partnership investments | | | 1,798 | | | | | | | | | | | | [removed: (207] | [removed: )] | [added: | | | | (207) | | |]

| [removed: Other] [added: Other] invested [removed: assets] [added: assets] | | | [removed: 76] [added: 91] | | | | | | | | [removed: (12] | [removed: )] | | | [added: (17)] | | [added: | | | | | | |]

| Mortgage loans | | | 1,151 | | | | [removed: (51] | [removed: )] | [added: (51)] | | | | | | | | [added: | | | | | | |]

| Short term investments | | | 1,994 | | | | [removed: (2] | [removed: )] | [added: (2)] | | [removed: (26] | [removed: )] | | | [added: (26)] | | [added: | | | | | | |]

| Interest rate swaps (b) | | | [removed: (29] [added: (29)] | [removed: )] | | | [added: | |] 2 | | | | | | | | | | [added: | | | | |]

| [removed: Other derivatives] [added: Other derivatives] | | | [removed: (19] [added: (12)] | [removed: )] | | | [removed: 20] | | [added: 35] | | | | | | | | [added: | | | | | | |]

[removed: | (a) | From] [added: (a)From] a financial reporting perspective, Shadow Adjustments related to life and group reserves would reduce the impact of the decrease in fixed maturity securities. [removed: |]

[removed: | (b) | The] [added: (b)The] market risk at December 31, 2020 will generally be offset by recognition of the underlying hedged transaction. [removed: |]

| | | | | | | [added: | | |] Increase (Decrease) | | | | | | | [added: | |]

| [added: December 31, 2020] | | [added: |] Fair Value Asset [added: (Liability)] | | | | [added: | |] Interest Rate [added: Risk] | | | | [added: | |] Equity Price [added: Risk] | | |

| (In millions) | | | | | | | | | | | | | [added: | | | | |]

| Fixed maturities – long | | [added: |] $ | [removed: 53] [added: 42] | | | | [removed: \-] | | | | | | [added: | | | |]

| [removed: Equity] [added: Equity] securities – [removed: long] [added: long] | | | [removed: 440] [added: 639] | | | | | | | [removed: $] | [removed: (110] | [removed: )] | [added: | | $ | (160) | |]

| – short | | | [removed: (17] [added: (14)] | [removed: )] | | | | | | | [added: | | | |] 4 | | [added: |]

| Other invested assets | | | [removed: 7] [added: 21] | | | | | | | | | | [added: | | | | |]

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 70 | | | | | |

earnings or shareholders’ equity.

For limited partnership holdings, the estimated change in value was largely derived from a beta analysis calculation of historical experience of the portfolio and indices with similar strategies relative to the S&P 500.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 71 | | | | | |

| | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed maturities (a) | | | $ | 44,373 | | | | | $ | (3,061) | | | | | $ | (530) | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 72 | | | | | |

| | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 73 | | | | | |

Altium Packaging has entered into interest rate swaps for a notional amount of $675 million to hedge its exposure to fluctuations in LIBOR on a portion of its variable rate debt.

These swaps effectively fix the interest rate on the hedged portion of the term loan at a weighted-average rate of approximately 2.0% plus an applicable margin.

A model was developed to analyze the observed changes in the value of limited partnerships held by the Company and its subsidiaries over a multiple year period along with the corresponding changes in various equity indices.

The result of the model allowed us to estimate the change in value of limited partnerships when equity markets decline by 25%.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2020 | | (Liability) | | | | Risk | | | | Risk | | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2020 | | (Liability) | | | | Risk | | | | Risk | | | | Risk | | |

| | | | | | | | | | | | | | | | | |

| --- | --- |

| --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2019 | | (Liability) | | | | Risk | | | | Risk | | |

| | | | | | | | | | | | | |

| Options – purchased | | | 1 | | | | | | | | 3 | |

| – written | | | (1 | ) | | | | | | | (5 | ) |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2019 | | (Liability) | | | | Risk | | | | Risk | | | | Risk | | |

| | | | | | | | | | | | | | | | | |

| Fixed maturities (a) | | $ | 42,187 | | | $ | (2,669 | ) | | $ | (458 | ) | | | | |

| Interest rate swaps (b) | | | (8 | ) | | | 11 | | | | | | | | | |

| --- | --- |

| (b) | The market risk at December 31, 2019 will generally be offset by recognition of the underlying hedged transaction. |

| --- | --- |

[removed: | • |] [added: -] commercial property and casualty insurance (CNA Financial Corporation, an 89.6% owned subsidiary); [removed: |]

[removed: | • |] [added: -] transportation and storage of natural gas and natural gas liquids (Boardwalk Pipeline Partners, LP, a wholly owned subsidiary); [removed: |][added: and]

[removed: | • |] [added: -] operation of a chain of hotels (Loews Hotels Holding Corporation, a wholly owned [removed: subsidiary); and |][added: subsidiary).]

We have [removed: five] [added: four] reportable segments comprised of three individual [removed: consolidated] operating subsidiaries, CNA Financial Corporation, Boardwalk Pipeline Partners, LP and Loews Hotels Holding Corporation; [added: and] the Corporate [removed: segment; and Diamond Offshore Drilling Inc (“Diamond Offshore”).][added: segment.]

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

Additional financial information on each of our segments [removed: and the deconsolidation of Diamond Offshore] is included under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).

[removed: CNA] [added: CNA] FINANCIAL [removed: CORPORATION][added: CORPORATION]

CNA’s property and casualty and remaining life and group insurance operations are primarily conducted by Continental Casualty Company (“CCC”), The Continental Insurance Company, Western Surety Company, CNA Insurance Company Limited, Hardy Underwriting Bermuda Limited and its subsidiaries (“Hardy”) and CNA Insurance Company (Europe) S.A. CNA accounted for [removed: 86.0%, 72.3%] [added: 81.2%, 86.0%] and [removed: 72.0%] [added: 72.3%] of our consolidated total revenue for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

[removed: Property] [added: Property] & Casualty [removed: Operations][added: Operations]

[removed: Specialty][added: Specialty]

[removed: | • |] [added: -] professional liability coverages and risk management services to various professional firms, including architects, real estate agents, accounting firms and law firms; [removed: |]

[removed: | • | directors and officers (“D&O”), employment practices, fiduciary and fidelity coverages.] Specific areas of focus include small and mid-size firms, public as well as privately held firms and not-for-profit organizations; [removed: |]

[removed: | • |] [added: -] insurance products to serve the health care industry, including professional and general liability as well as associated standard property and casualty coverages. [removed: Key customer groups include aging services, allied medical facilities, dentists, physicians, hospitals, nurses and other medical practitioners. |]

[removed: Commercial][added: Commercial]

[removed: International][added: International]

International underwrites property and casualty coverages on a global basis through a branch operation in Canada, a European business consisting of [removed: two] insurance companies based in the United Kingdom and Luxembourg and Hardy, CNA’s Lloyd’s of London (“Lloyd’s”) syndicate.

[removed: Property] [added: Property] & Casualty [removed: Structure][added: Structure]

CNA’s claim operations presence in the U.S. consists of primary locations where it handles multiple claim types and key business functions, as well as regional claim offices which [removed: are aligned with CNA’s underwriting field structure.]

CNA [added: also] has property & casualty underwriting operations in Canada, the United Kingdom (“U.K.”) and Continental Europe, as well as access to business placed at Lloyd’s through Syndicate 382.

[removed: Other] [added: Other] Insurance [removed: Operations][added: Operations]

Other Insurance Operations include CNA’s run-off long term care business as well as structured settlement obligations not funded by annuities related to certain property and casualty claimants, certain corporate expenses, including interest on CNA corporate debt, and certain property and casualty businesses in run-off, including CNA [removed: Re] [added: Re, A&EP, a legacy portfolio of excess workers’ compensation (“EWC”) policies] and [removed: A&EP.][added: certain legacy mass tort reserves.]

[removed: Regulation][added: Regulation]

CNA continues to invest in the security of its systems and [removed: network] [added: in its technology infrastructure] on an enterprise-wide basis.

The GCC was [removed: recently] adopted by the NAIC along with model legislative language designed to enable the framework once implemented by state legislatures.

[removed: Both the] [added: The] reinsurance collateral requirement change [removed: and adoption of group capital regulation] must be effected by the states within five years from the signing of the covered agreements, [added: which is September 1, 2022,] or states risk federal [removed: preemption.][added: preemption in this area.]

CNA [removed: will monitor] [added: has been monitoring] the modification of state laws and regulations in order to comply with the provisions of the covered agreements and assess potential effects on its operations and prospects.

[removed: BOARDWALK] [added: BOARDWALK] PIPELINE PARTNERS, [removed: LP][added: LP]

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

Boardwalk Pipelines accounted for [removed: 10.3%, 8.7%] [added: 9.2%, 10.3%] and 8.7% of our consolidated total revenue for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]

Boardwalk Pipelines owns and operates approximately [removed: 13,650] [added: 13,615] miles of interconnected natural gas pipelines directly serving customers in [removed: 13] [added: thirteen] states and indirectly serving customers throughout the northeastern and southeastern U.S. through numerous interconnections with unaffiliated pipelines.

Boardwalk Pipelines also owns and operates approximately [removed: 445] [added: 450] miles of NGL pipelines in Louisiana and Texas.

In [removed: 2020,] [added: 2021,] its pipeline systems transported approximately [removed: 3.2] [added: 3.4] trillion cubic feet [removed: (“Tcf”)] of natural gas and approximately [removed: 80.6] [added: 90.4] million barrels (“MMBbls”) of NGLs.

Average daily throughput on Boardwalk Pipelines’ natural gas pipeline systems during [removed: 2020] [added: 2021] was approximately [removed: 8.6] [added: 9.4] billion cubic feet (“Bcf”).

Boardwalk Pipelines’ natural gas storage facilities are comprised of fourteen underground storage fields located in four states with aggregate working gas capacity of approximately 213.0 Bcf and Boardwalk Pipelines’ NGL storage facilities consist of [removed: 11] [added: eleven] salt dome caverns located in Louisiana with an aggregate storage capacity of approximately 32.1 MMBbls.

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

Boardwalk [removed: Pipelines’] [added: Pipelines’principal] pipeline and storage systems are described below:

The [removed: merged] [added: Gulf South Pipeline Company, LLC (“Gulf South”)] pipeline system runs approximately [removed: 7,415] [added: 7,365] miles along the Gulf Coast in the states of Oklahoma, Texas, Louisiana, Mississippi, Alabama and Florida.

The pipeline system has a peak-day delivery capacity of 10.9 Bcf per day and average daily throughput for the year ended December 31, [removed: 2020] [added: 2021] was [removed: 5.6] [added: 6.2] Bcf per day.

The pipeline system has a peak-day delivery capacity of [removed: 5.9] [added: 5.8] Bcf per day and average daily throughput for the year ended December 31, [removed: 2020] [added: 2021] was [removed: 3.0] [added: 3.2] Bcf per day.

These assets provide approximately [removed: 48.8] [added: 48.7] MMBbls of salt dome storage capacity, including approximately 7.6 Bcf of working natural gas storage capacity, significant brine supply infrastructure, and approximately 285 miles of pipeline assets.

We also own 52.7% of Altium Packaging LLC, which is engaged in the manufacture of rigid plastic packaging solutions.

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

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

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

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 5 | | | | | |

- directors and officers (“D&O”), employment practices, fiduciary and fidelity coverages.

Key customer groups include aging services, allied medical facilities, dentists, physicians, hospitals, nurses and other medical practitioners.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 6 | | | | | |

are aligned with CNA’s underwriting field structure.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 7 | | | | | |

The current expectation is that the necessary state statutory changes will be adopted by the deadline.

The advancement of environmental, social and governance (“ESG”) frameworks intended to promote sustainable and inclusive development of insurance markets has been an area of focus for standard setters and regulatory bodies at the state, federal and international level.

CNA continues to monitor the expansion of policy in this area and has established an internal ESG Committee and task force to seek to ensure compliance with future regulation, and assess and seek to implement best practices in response to the emerging guidance.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 8 | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 9 | | | | | |

storage facilities.

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

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

Comments on the 2021 NOI were due on May 26, 2021, and although the FERC has not taken any further action regarding the 2018 NOI or 2021 NOI, Boardwalk Pipelines is unable to predict what, if any, changes may be proposed as a result of the NOIs that will affect its natural gas pipeline operations or when such proposals, if any, might become effective.

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

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

With the adoption of the 2011 Act, the 2016 Act and the 2020 Act, there exist mandates for PHMSA to make pipeline safety requirements more stringent.

As a result, PHMSA has issued a series of significant rulemakings.

In October of 2019, PHMSA published a final rule imposing numerous new requirements on onshore gas transmission pipelines relating to

| | | | | | | | | |

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| | | | 10 | | | | | |

maximum allowable operating pressure (“MAOP”) reconfirmation and exceedance reporting, the integrity assessment of additional pipeline mileage found in MCAs and Class 3 and Class 4 non-HCAs by 2033, and the consideration of seismicity as a risk factor in integrity management.

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

In November of 2021, PHMSA issued a final rule that will impose safety regulations on approximately 400,000 miles of previously unregulated onshore gas gathering lines that, among other things, will impose criteria for inspection and repair of fugitive emissions, extend reporting requirements to all gas gathering operators and apply a set of minimum safety requirements to certain gas gathering pipelines with large diameters and high operating pressures.

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| • | manufacture of rigid plastic packaging solutions (Altium Packaging LLC, a 99% owned subsidiary). |

| --- | --- |

Diamond Offshore was deconsolidated during the second quarter of 2020.

Each of our 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.

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The Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”) provides for a federal government backstop for insured terrorism risks through the end of 2027.

The mitigating effect of such law is part of the analysis of CNA’s overall risk posture for terrorism and, accordingly, CNA’s risk positioning may change if such law was modified.

The transition period for the U.K’s exit from the European Union (“E.U.”), commonly referred to as “Brexit,” ended on December 31, 2020.

To ensure its ability to operate effectively throughout the E.U. following the departure of the U.K. from the trading bloc, effective January 1, 2019, CNA’s E.U. business is no longer written by the U.K.-domiciled subsidiary Hardy, but through a European subsidiary established in Luxembourg.

As a result, the complexity and cost of regulatory compliance of CNA’s European business has increased and will likely continue to result in elevated expenses.

The Gulf South Pipeline Company, LLC (“Gulf South”), effective January 1, 2020, converted from a limited partnership to a limited liability company.

Immediately subsequent to the conversion, Boardwalk Pipelines’ Gulf Crossing Pipeline Company LLC, operating subsidiary was merged into Gulf South.

Louisiana Midstream owns and operates the Evangeline Pipeline

Boardwalk Texas Intrastate, LLC (“Texas Intrastate”) provides intrastate natural gas transportation services on approximately 250 miles of pipeline located in South Texas.

Texas Intrastate is situated to provide access to industrial and power generation markets as well as liquefied natural gas (“LNG”) export markets and third-party pipelines for exports to Mexico.

Collectively, these projects were completed on-time and within budget.

natural gas and NGL pipeline facilities.

Also, in October of 2019, PHMSA published the first of three expected regulations relating to new or more stringent requirements for certain natural gas pipelines, that had originally been proposed in 2016 as part of PHMSA’s “gas Mega Rule,” which first final rule became effective on July 1, 2020.

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

Additional amendments to this October 2019 final rule relating to recordkeeping for gas transmission lines were published by PHMSA in July of 2020.

Boardwalk Pipelines is currently evaluating the operational and financial impact related to this final rule.

The remaining rulemakings comprising the gas Mega Rule have not yet been published, and Boardwalk Pipelines cannot predict when they will be finalized; however, they are expected to include revised pipeline repair criteria as well as more stringent corrosion control requirements.

Also, in the Fiscal Year 2021 Omnibus Appropriations Bill passed by Congress and made effective December 27, 2020, the Congress reauthorized PHMSA through fiscal year 2023 and directed the agency to move forward with several regulatory actions, including the “Pipeline Safety: Class Location Change Requirements” and the “Pipeline Safety: Safety of Gas Transmission and Gathering Pipelines” proposed rulemakings.

releases, discharges and emissions of various substances into the environment.

For example, in recent years, there have been conflicting interpretations of what waterways are subject to jurisdiction under the Clean Water Act, with competing rulemakings being developed, and subsequently challenged in courts, by different presidential administrations.

The incoming Biden Administration may propose another interpretation of the extent of this jurisdiction, though we cannot predict the likelihood or effects of any such proposal at this time.

Similarly, President Biden has announced plans to take action with regards to climate change and signed executive orders to this effect on January 20, 2021 as described under Item 1A.

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| Loews Hotel 1000, Seattle, Washington | 120 |

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| • | In December 2020, Universal’s Endless Summer Resort – Dockside Inn and Suites at Universal Orlando opened with 2,050 guestrooms. As with Loews Hotels & Co’s other properties at Universal Orlando, Loews Hotels & Co operates the hotel and has a joint venture interest in the property; |

Information on our legal proceedings is included in [removed: Notes 18 and 19] [added: Note 17] of the Notes to Consolidated Financial Statements, included under Item 8.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: ☒ ANNUAL] [added: ☒ ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) [removed: OF][added: OF]

[removed: THE] [added: THE] SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the Fiscal Year Ended December [removed: 31, 2020][added: 31, 2021]

[removed: OF] [added: OF] THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] the Transition Period From ____________ to [removed: _____________][added: _____________]

[removed: Commission] [added: Commission] File Number [removed: 1-06541][added: 1-06541]

[removed: LOEWS CORPORATION][added: LOEWS CORPORATION]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 13-2646102] | [added: 13-2646102 | | |]

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: | (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | [added: | |]

[removed: 667] [added: 667] Madison Avenue, New York, [removed: N.Y. 10065-8087][added: NY 10065-8087]

[removed: (Address] [added: (Address] of principal executive offices) (Zip [removed: Code)][added: Code)]

[removed: (212) 521-2000][added: (212) 521-2000]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [removed: Trading Symbol(s)] | [removed: Name] [added: | Trading Symbol(s) | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| Common stock, par value $0.01 per share | [added: | |] L | [added: | |] New York Stock Exchange | [added: | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

| Yes [added: | | |] ☒ | | [added: |] No ☐ | [added: | |]

| Yes [added: | | |] ☐ | | [added: |] No [added: | | |] ☒ | [added: | |]

| Yes [added: | | |] ☒ | | [added: | | | |] No [added: | | |] ☐ | [added: | |]

| Yes [added: | | |] ☒ | | [added: | | | |] No [added: | | |] ☐ | [added: | |]

| Large accelerated filer [added: | | |] ☒ | [added: | |] Accelerated filer [added: | | |] ☐ | [added: | |] Non-accelerated filer [added: | | |] ☐ | [added: | |] Smaller reporting company [added: | | |] ☐ | [added: | |]

| [removed: |] Emerging growth company [added: | | |] ☐ | | [added: |]

| Yes [added: | | |] ☐ | | [added: |] No [added: | | |] ☒ | [added: | |]

The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $8,143,000,000.][added: $11,876,000,000.]

As of February [removed: 5, 2021,] [added: 4, 2022,] there were [removed: 267,046,558] [added: 248,202,443] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive proxy statement for the [removed: 2021] [added: 2022] annual meeting of shareholders intended to be filed by the registrant with the Commission not later than 120 days after the close of its fiscal year are incorporated by reference into Part III of this Report.

[removed: LOEWS CORPORATION][added: LOEWS CORPORATION]

[removed: INDEX] [added: INDEX] TO ANNUAL REPORT [removed: ON][added: ON]

[removed: FORM] [added: FORM] 10-K FILED WITH [removed: THE][added: THE]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: For] [added: For] the Year Ended December 31, [removed: 2020][added: 2021]

| [removed: Item] [added: Item No.] | | | [removed: Page] | | [added: | Page No. | | |]

| | | [added: |] [CNA Financial [removed: Corporation](#CNAFinCorp)] [added: Corporation](#i07f3d70a5911472397cc4d7960a2be90_22)] | [removed: 5] | | [added: [5](#i07f3d70a5911472397cc4d7960a2be90_22) | | |]

| | | [added: |] [Boardwalk Pipeline Partners, [removed: LP](#BoardwalkPipelinePartners)] [added: LP](#i07f3d70a5911472397cc4d7960a2be90_25)] | [removed: 9] | | [added: [8](#i07f3d70a5911472397cc4d7960a2be90_25) | | |]

OR

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| [1](#i07f3d70a5911472397cc4d7960a2be90_19) | | | [Business](#i07f3d70a5911472397cc4d7960a2be90_19) | | | | | |

| | | | [A](#i07f3d70a5911472397cc4d7960a2be90_1577)[ltium Packaging LLC](#i07f3d70a5911472397cc4d7960a2be90_1577) | | | [14](#i07f3d70a5911472397cc4d7960a2be90_1577) | | |

| [2](#i07f3d70a5911472397cc4d7960a2be90_49) | | | [Properties](#i07f3d70a5911472397cc4d7960a2be90_49) | | | [40](#i07f3d70a5911472397cc4d7960a2be90_49) | | |

| | | | | | | | | |

| | | | [PART II](#i07f3d70a5911472397cc4d7960a2be90_58) | | | | | |

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| [6](#i07f3d70a5911472397cc4d7960a2be90_64) | | | [\[Reserve](#i07f3d70a5911472397cc4d7960a2be90_64)[d](#i07f3d70a5911472397cc4d7960a2be90_64)[\]](#i07f3d70a5911472397cc4d7960a2be90_64) | | | [42](#i07f3d70a5911472397cc4d7960a2be90_64) | | |

| [9A](#i07f3d70a5911472397cc4d7960a2be90_232) | | | [Controls and Procedures](#i07f3d70a5911472397cc4d7960a2be90_232) | | | [153](#i07f3d70a5911472397cc4d7960a2be90_232) | | |

| [9B](#i07f3d70a5911472397cc4d7960a2be90_235) | | | [Other Information](#i07f3d70a5911472397cc4d7960a2be90_235) | | | [153](#i07f3d70a5911472397cc4d7960a2be90_235) | | |

OR

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| No. | | [PART I](#Part1) | No. | |

| | | | | |

| 1 | | [Business](#Item1Business) | | |

| | | [Altium Packaging LLC](#AltiumPackaging) | 14 | |

| 2 | | [Properties](#Item2Properties) | 42 | |

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| 6 | | [Selected Financial Data](#Item6SelectedFinData) | 45 | |

| 9 | A | [Controls and Procedures](#Item9A) | 162 | |

| 9 | B | [Other Information](#Item9BOtherInfo) | 162 | |

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| 11 | | [Executive Compensation](#Item11) | 163 | |

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| | | [PART IV](#Part4) | | |

| | | | | |

| 16 | | [Form 10-K Summary](#Item16) | 167 | |

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[removed: PART II][added: PART II]

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| | | | 40 | | | | | |

The following graph compares annual total return of our Common Stock, the Standard & Poor’s 500 Composite Stock Index (“S&P 500 [removed: Index”), our new peer group set forth below (“Loews New Peer Group”)] [added: Index”)] and our [removed: old] peer group set forth below (“Loews [removed: Old] Peer Group”) for the five years ended December 31, [removed: 2020.][added: 2021.]

The graph assumes that the value of the investment in our Common Stock, the S&P 500 [removed: Index, the Loews New Peer Group] [added: Index] and the Loews [removed: Old] Peer Group was $100 on December 31, [removed: 2015] [added: 2016] and that all dividends were reinvested.

[removed: ][added: ]

| | [removed: 2015] | [added: |] 2016 | [added: | |] 2017 | [added: | |] 2018 | [added: | |] 2019 | [added: | |] 2020 | [added: | | 2021 | | |]

[removed: | (a) | The] [added: (a)The] Loews [removed: New] Peer Group consists of the following companies that are industry peers of our principal operating [removed: subsidiaries:] [added: subsidiaries or our investment in Altium Packaging:] Berry Global, Inc., Chubb [removed: Limited (name change from ACE Limited after it acquired The Chubb Corporation on January 15, 2016),] [added: Limited,] Diamond Rock Hospitality Company, Enbridge Inc., Energy Transfer LP, Kinder Morgan, [added: Inc.,] Ryman Hospitality Properties, Inc., Silgan Holdings Inc., Sunstone Hotel Investors, Inc., The Hartford Financial Services Group, Inc., The Travelers Companies, Inc., W.R. Berkley Corporation and Xenia Hotels & Resorts, Inc. [removed: |]

[removed: Securities] [added: Securities] Authorized for Issuance Under Equity Compensation [removed: Plans][added: Plans]

The following table provides certain information as of December 31, [removed: 2020] [added: 2021] with respect to our equity compensation plans under which our equity securities are authorized for issuance.

| Equity compensation plans [added: not] approved by security holders [removed: (a)] [added: (b)] | [removed: 2,632,375] | [removed: $41.65] | [removed: 5,487,192] [added: N/A] | [added: | | N/A | | | N/A | | |]

| Equity compensation plans [removed: not] approved by security holders [removed: (b)] [added: (a)] | [removed: N/A] | [removed: N/A] | [removed: N/A] [added: 1,946,731] | [added: | | $ | 42.15 | | 5,887,617 | | |]

[removed: | (a) | Reflects 2,062,256] [added: (a)Reflects 1,364,502] outstanding stock appreciation rights awarded under the Loews Corporation 2000 Stock Option Plan, [removed: 516,403] [added: 454,469] outstanding unvested time-based [removed: and] [added: and/or] performance-based restricted stock units (“RSUs”) and [removed: 53,716] [added: 127,760] deferred vested [removed: time-based] RSUs awarded under the Loews Corporation 2016 Incentive Compensation Plan. [removed: The weighted average exercise price does not take into account RSUs as they do not have an exercise price. |]

[removed: | (b) | We] [added: (b)We] do not have equity compensation plans that have not been approved by our shareholders. [removed: |]

[removed: Approximate] [added: Approximate] Number of Equity Security [removed: Holders][added: Holders]

As of February 1, [removed: 2020,] [added: 2022,] we had approximately [removed: 670] [added: 620] holders of record of our common stock.

[removed: Common] [added: Common] Stock [removed: Repurchases][added: Repurchases]

Our Board of Directors has authorized our management, as it deems appropriate, to purchase, in the open [removed: market or] [added: market,] through privately negotiated [removed: transactions,] [added: transactions or otherwise,] our outstanding common stock.

During the fourth quarter of [removed: 2020,] [added: 2021,] we purchased shares of our common stock as follows:

| Period | | [added: |] (a) Total number of shares purchased | | | | [added: | |] (b) Average price paid per share | | | | [added: | |] (c) Total number of shares purchased as part of publicly announced plans or programs | | | | [added: | |] (d) Maximum number of shares (or approximate dollar value) of shares that may yet be purchased under the plans or programs (in millions) | | |

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| Loews Common Stock | | | 100.0 | | | 107.39 | | | 98.21 | | | 113.82 | | | 98.23 | | | 126.61 | | |

| S&P 500 Index | | | 100.0 | | | 121.83 | | | 116.49 | | | 153.17 | | | 181.35 | | | 233.41 | | |

| Loews Peer Group (a) | | | 100.0 | | | 104.31 | | | 93.13 | | | 117.09 | | | 101.03 | | | 129.05 | | |

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| Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | | |

| | | | | | | | | | | | |

The weighted average exercise price does not take into account RSUs as they do not have an exercise price.

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| | | | | | | | | | | | | | | | | | | | | | | | |

| October 1, 2021 - October 31, 2021 | | | 83,330 | | | | | | $ | 54.81 | | | | | N/A | | | | | | N/A | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| November 1, 2021 - November 30, 2021 | | | 3,100,048 | | | | | | 56.72 | | | | | | N/A | | | | | | N/A | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| December 1, 2021 - December 31, 2021 | | | 2,227,755 | | | | | | 56.33 | | | | | | N/A | | | | | | N/A | | |

We seek to construct our peer group based on comparable products and services, revenue composition and size.

In reevaluating our peer group this year, we have removed three peers due to the deconsolidation of Diamond Offshore in the second quarter of 2020.

In addition, we added seven peers to better reflect the current composition of our operating subsidiaries.

We believe these changes to the peer group provide a more meaningful comparison in terms of comparable products and services, revenue composition and size.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Loews Common Stock | 100.0 | 122.71 | 131.78 | 120.51 | 139.66 | 120.54 |

| S&P 500 Index | 100.0 | 111.96 | 136.40 | 130.42 | 171.49 | 203.04 |

| Loews New Peer Group (a) | 100.0 | 125.12 | 130.52 | 116.53 | 146.51 | 126.42 |

| Loews Old Peer Group (b) | 100.0 | 116.08 | 119.57 | 112.18 | 137.91 | 132.60 |

| --- | --- |

| (b) | The Loews Old Peer Group consists of the following companies that are industry peers of our principal operating subsidiaries: Chubb Limited (name change from ACE Limited after it acquired The Chubb Corporation on January 15, 2016), W.R. Berkley Corporation, The Chubb Corporation (included through January 15, 2016 when it was acquired by ACE Limited), Energy Transfer Partners L.P. (included through October 18, 2018 when it merged with Energy Transfer Equity, L.P.), Valaris plc (name change from ENSCO plc), The Hartford Financial Services Group, Inc., Noble Corporation plc, Spectra Energy Corp (included through February 24, 2017 when it was acquired by Enbridge Inc.), Transocean Ltd. and The Travelers Companies, Inc. |

| --- | --- |

| | | | Number of |

| --- | --- | --- | --- |

| | | | securities remaining |

| | Number of | | available for future |

| | securities to be | | issuance under |

| | issued upon exercise | Weighted average | equity compensation |

| | of outstanding | exercise price of | plans (excluding |

| | options, warrants | outstanding options, | securities reflected |

| Plan category | and rights | warrants and rights | in the first column) |

| | | | |

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| | | | | | | | | | | | | | | | | |

| October 1, 2020 - October 31, 2020 | | | 667,071 | | | $ | 34.45 | | | | N/A | | | | N/A | |

| | | | | | | | | | | | | | | | | |

| November 1, 2020 - November 30, 2020 | | | 1,242,559 | | | | 39.64 | | | | N/A | | | | N/A | |

| | | | | | | | | | | | | | | | | |

| December 1, 2020 - December 31, 2020 | | | 3,930,645 | | | | 43.73 | | | | N/A | | | | N/A | |

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| | | | 42 | | | | | |

The following table presents selected financial data.

The table should be read in conjunction with Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8.

Financial Statements and Supplementary Data of this Form 10-K.

| Year Ended December 31 | | 2020 | | | | 2019 | | | | 2018 | | | | 2017 (a) | | | | 2016 (a) | | |

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| (In millions, except per share data) | | | | | | | | | | | | | | | | | | | | |

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| Results of Operations: | | | | | | | | | | | | | | | | | | | | |

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| Revenues | | $ | 12,583 | | | $ | 14,931 | | | $ | 14,066 | | | $ | 13,735 | | | $ | 13,105 | |

| Income (loss) before income tax | | $ | (1,464 | ) | | $ | 1,119 | | | $ | 834 | | | $ | 1,582 | | | $ | 936 | |

| Net income (loss) | | $ | (1,291 | ) | | $ | 871 | | | $ | 706 | | | $ | 1,412 | | | $ | 716 | |

| Amounts attributable to noncontrolling interests | | | 360 | | | | 61 | | | | (70 | ) | | | (248 | ) | | | (62 | ) |

| Net income (loss) attributable to Loews Corporation | | $ | (931 | ) | | $ | 932 | | | $ | 636 | | | $ | 1,164 | | | $ | 654 | |

| | | | | | | | | | | | | | | | | | | | | |

| Diluted net income (loss) per share | | $ | (3.32 | ) | | $ | 3.07 | | | $ | 1.99 | | | $ | 3.45 | | | $ | 1.93 | |

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| Financial Position: | | | | | | | | | | | | | | | | | | | | |

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| Investments | | $ | 53,844 | | | $ | 51,250 | | | $ | 48,186 | | | $ | 52,226 | | | $ | 50,711 | |

| Total assets | | | 80,236 | | | | 82,243 | | | | 78,316 | | | | 79,586 | | | | 76,594 | |

| Debt | | | 10,109 | | | | 11,533 | | | | 11,376 | | | | 11,533 | | | | 10,778 | |

| Shareholders’ equity | | | 17,860 | | | | 19,119 | | | | 18,518 | | | | 19,204 | | | | 18,163 | |

| Cash dividends per share | | | 0.25 | | | | 0.25 | | | | 0.25 | | | | 0.25 | | | | 0.25 | |

| Book value per share | | | 66.34 | | | | 65.71 | | | | 59.34 | | | | 57.83 | | | | 53.96 | |

| Shares outstanding | | | 269.21 | | | | 290.97 | | | | 312.07 | | | | 332.09 | | | | 336.62 | |

| (a) | On January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” and ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10); Recognition and Measurement of Financial Assets and Financial Liabilities.” Prior period revenues were not adjusted for the adoption of either of these standards. |

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| | | | [removed: Page] [added: Page No.] | [added: | |]

[removed: | [Management’s Report on Internal Control Over Financial Reporting](#ManagementReport) | | | 82 |][added: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING]

[removed: | [Reports of Independent Registered Public Accounting Firm](#PublicAcctFirm) | | | 83 |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

[removed: | [Consolidated Balance Sheets](#BS) | | | 89 |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Operations](#IS) | | | 91 |][added: CONSOLIDATED STATEMENTS OF OPERATIONS]

[removed: | [Consolidated Statements of Comprehensive Income (Loss)](#CI) | | | 92 |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

[removed: | [Consolidated Statements of Equity](#SSE) | | | 93 |][added: CONSOLIDATED STATEMENTS OF EQUITY]

[removed: | [Consolidated Statements of Cash Flows](#CF) | | | 95 |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Notes to Consolidated Financial Statements:](#NotestoFinStatements) | | | 97 |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: | 1. | | [Summary] [added: Summary] of Significant Accounting [removed: Policies](#Note1) | 97 |][added: Policies]

| [removed: 2. | | [Acquisitions,] [added: 2.[Acquisitions,] Divestitures and [removed: Deconsolidation](#Note2)] [added: Deconsolidation](#i07f3d70a5911472397cc4d7960a2be90_151)] | [removed: 107] | [added: | [96](#i07f3d70a5911472397cc4d7960a2be90_151) | | |]

[removed: | 4. | | [Fair Value](#Note4) | 115 |][added: Fair Value]

[removed: | 6. | | [Property,] [added: Property,] Plant and [removed: Equipment](#Note6) | 121 |][added: Equipment]

[removed: | 7. | | [Goodwill] [added: Goodwill] and Other Intangible [removed: Assets](#Note7) | 122 |][added: Assets]

[removed: | 8. | | [Claim,] [added: Claim,] Claim Adjustment Expense and Future Policy Benefit [removed: Reserves](#Note8) | 123 |][added: Reserves]

[removed: | 10. | | [Income Taxes](#Note10) | 139 |][added: Income Taxes]

| [removed: 12.] [added: Shareholders’ equity:] | | [removed: [Shareholders’ Equity](#Note12)] | [removed: 145] | [added: | | | | | | | |]

[removed: | 13. | | [Revenue] [added: Revenue] from Contracts with [removed: Customers](#Note13) | 146 |][added: Customers]

[removed: | 14. | | [Statutory] [added: Statutory] Accounting [removed: Practices](#Note14) | 147 |][added: Practices]

[removed: | 15. | | [Benefit Plans](#Note15) | 148 |][added: Benefit Plans]

[removed: | 18. | | [Legal Proceedings](#Note18) | 156 |][added: Legal Proceedings]

[removed: | 19. | | [Commitments] [added: Commitments] and [removed: Contingencies](#Note19) | 157 |][added: Contingencies]

[removed: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING][added: | [Management’s Report on Internal Control Over Financial Reporting](#i07f3d70a5911472397cc4d7960a2be90_124) | | | [75](#i07f3d70a5911472397cc4d7960a2be90_124) | | |]

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment, our management believes that, as of December 31, [removed: 2020,] [added: 2021,] our internal control over financial reporting was effective.

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the internal control over financial reporting of Loews Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated February [removed: 9, 2021,] [added: 8, 2022,] expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the [removed: Company's] [added: Company’s] change in its method of accounting for measurement of credit losses on financial instruments in 2020.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: /s/] [added: */s/] DELOITTE & TOUCHE [removed: LLP][added: LLP*]

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: | [Reports of Independent Registered Public Accounting Firm (PCAOB ID No.](#i07f3d70a5911472397cc4d7960a2be90_127) 34[)](#i07f3d70a5911472397cc4d7960a2be90_127) | | | [76](#i07f3d70a5911472397cc4d7960a2be90_127) | | |]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Loews Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the schedules listed in the Index at Item 15 (a) 2 (collectively referred to as the [removed: "financial statements").][added: “financial statements”).]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 9, 2021,] [added: 8, 2022,] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.

[removed: Change] [added: Change] in Accounting [removed: Principle][added: Principle]

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

| | | | | | |

| [Consolidated Statements of Equity](#i07f3d70a5911472397cc4d7960a2be90_139) | | | [84](#i07f3d70a5911472397cc4d7960a2be90_139) | | |

| 3.[Investments](#i07f3d70a5911472397cc4d7960a2be90_154) | | | [97](#i07f3d70a5911472397cc4d7960a2be90_154) | | |

| 4.[Fair Value](#i07f3d70a5911472397cc4d7960a2be90_157) | | | [105](#i07f3d70a5911472397cc4d7960a2be90_157) | | |

| 5.[Receivables](#i07f3d70a5911472397cc4d7960a2be90_163) | | | [111](#i07f3d70a5911472397cc4d7960a2be90_163) | | |

| 9.[Leases](#i07f3d70a5911472397cc4d7960a2be90_175) | | | [129](#i07f3d70a5911472397cc4d7960a2be90_175) | | |

| 10.[Income Taxes](#i07f3d70a5911472397cc4d7960a2be90_187) | | | [130](#i07f3d70a5911472397cc4d7960a2be90_187) | | |

| 11.[Debt](#i07f3d70a5911472397cc4d7960a2be90_193) | | | [134](#i07f3d70a5911472397cc4d7960a2be90_193) | | |

| 12.[Shareholders’ Equity](#i07f3d70a5911472397cc4d7960a2be90_196) | | | [136](#i07f3d70a5911472397cc4d7960a2be90_196) | | |

| 15.[Benefit Plans](#i07f3d70a5911472397cc4d7960a2be90_208) | | | [139](#i07f3d70a5911472397cc4d7960a2be90_208) | | |

| 16.[Reinsurance](#i07f3d70a5911472397cc4d7960a2be90_211) | | | [146](#i07f3d70a5911472397cc4d7960a2be90_211) | | |

| 17.[Legal Proceedings](#i07f3d70a5911472397cc4d7960a2be90_217) | | | [147](#i07f3d70a5911472397cc4d7960a2be90_217) | | |

| 19.[Segments](#i07f3d70a5911472397cc4d7960a2be90_223) | | | [149](#i07f3d70a5911472397cc4d7960a2be90_223) | | |

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February 8, 2022

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Estimating P&C claim and claim adjustment expense reserves is subject to a high degree of variability as it involves complex

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◦We assessed the Company’s projection of future cash flows to evaluate the adequacy of recorded reserves using “locked-in” assumptions.

February 8, 2022

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| | | | No. |

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| 3. | | [Investments](#Note3) | 109 |

| 5. | | [Receivables](#Note5) | 121 |

| 9. | | [Leases](#Note9) | 138 |

| 11. | | [Debt](#Note11) | 142 |

| 16. | | [Reinsurance](#Note16) | 154 |

| 17. | | [Quarterly Financial Data (Unaudited)](#Note17) | 155 |

| 20. | | [Segments](#Note20) | 157 |

| 21. | | [Subsequent Event](#Note21) | 161 |

February 9, 2021

o We assessed the Company’s projection of future cash flows to evaluate the reasonableness of the 2020 charge related to unlocking LTC future policy benefit reserves to recognize a premium deficiency as a result of the most recently completed GPV.

Impairment of Long-Lived Assets– Refer to Notes 1 and 6 to the financial statements

Critical Audit Matter Description

When the Company determines that the carrying value of a drilling rig may not be recoverable, an undiscounted probability-weighted cash flow analysis is prepared to determine if there is a potential impairment.

If the carrying value of a drilling rig is not recoverable, the carrying value is reduced to its fair value determined using a discounted probability-weighted cash flow analysis.

These analyses utilize certain assumptions for each drilling rig under evaluation and consider multiple probability-weighted utilization and dayrate scenarios.

The Company’s development of the dayrate assumption involves significant judgment relative to the current and expected market for the drilling rigs and expectations of future oil and gas prices.

Given the significant judgments made by management to identify indicators of impairment and to prepare probability-weighted cash flow analyses to determine if potential impairments exist and to measure fair value, auditing these impairment analyses required a high degree of auditor judgment, including the involvement of fair value specialists, and increased extent of effort related to evaluating indicators of impairment, including the utilization and dayrate assumptions used in the probability-weighted cash flow analyses.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to (i) the identification of indicators of impairment and (ii) the evaluation of the Company’s probability-weighted cash flow analyses for those drilling rigs with factors that indicated potential impairment included the following, among others:

- We evaluated the Company’s identification of impairment indicators by:

o Corroborating information used to identify impairment indicators through independent inquiries of offshore drilling marketing and operations personnel and by performing an independent assessment of potential indicators of impairment utilizing the individual drilling rig history, asset class history for dayrates, backlog and potential drilling rig opportunities.

o Considering industry and analysts reports and the impact of macroeconomic factors, such as future oil and gas prices, on the Company’s process for identifying indicators of impairment.

o Comparing the timing of impairments recorded by the Company with the timing of impairments recorded by the Company’s peers.

- With the assistance of our fair value specialists, we evaluated the Company’s probability-weighted cash flow analyses for those drilling rigs with factors that had indicators of potential impairment by:

o Evaluating the reasonableness of the utilization and dayrate assumptions utilized in the Company’s probability-weighted cash flow analyses by evaluating potential drilling rig opportunities and considering industry reports and data.

o Comparing the assumptions used in the Company’s previous probability-weighted cash flow analyses to the assumptions used in the current probability-weighted cash flow analyses to assess for management bias.

February 9, 2021

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