Loews (L) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A135 rewritten61 added36 removed574 unchanged
All filing items1,675 rewritten1,213 added564 removed3,515 unchanged
Summary
counted, not written
- Item 1A lists 63 risk factor headings: 2 new, 4 reworded and 57 unchanged since FY2022. 2 headings from FY2022 no longer appear.
- Sentence by sentence, 1,213 added, 564 removed, 1,675 rewritten and 3,515 unchanged across 21 items that differ.
- New this year: Item 1C. Cybersecurity..
New Item 1A headings (2)
- The COVID-19 pandemic, including new or emerging variants, other potential pandemics and related measures to mitigate the spread of the foregoing may continue to have adverse impacts on its business, results of operations and financial condition and could be material.
- Investing in hotel properties through ownership interests in partnerships and joint ventures is subject to inherent risks, including due to Loews Hotels & Co’s lack of unilateral control over the investment.
Removed Item 1A headings (2)
- The COVID-19 pandemic and measures to mitigate the spread of the virus have resulted in increased claims and related litigation risk across CNA’s enterprise, which may continue to have adverse impacts on its business, results of operations and financial condition and could be material.
- Investing in hotel properties through ownership interests in partnerships and joint ventures decreases Loews Hotels & Co’s ability to manage risk.
Reworded Item 1A headings (4)
- CNA is exposed to, and may face adverse developments related to, mass tort claims that could arise from, among other things, its insureds’ sale or use of potentially harmful products or substances, changes to the social and legal environment, [added: such as those related to abuse reviver statutes,] issues related to altered interpretation of coverage and other new and emerging claim theories.
- Boardwalk Pipelines’ natural gas transportation and storage operations [added: and ethane transportation services] are subject to extensive regulation by the FERC, including rules and regulations related to the rates it can charge for its services and its ability to construct or abandon facilities. Boardwalk Pipelines may not be able to recover the full cost of operating its pipelines, including earning a reasonable return.
- Any deterioration in the quality or reputation of Loews Hotels & Co’s [added: brands, including] brands [added: used in its joint ventures and those it licenses,] could have a material adverse effect on its reputation and business.
- The growth and use of
[removed: alternative][added: third-party] reservation channels adversely affects Loews Hotels & Co’s business.
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
135 rewritten, 61 added, 36 removed, 574 unchanged
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
[added: 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 materially adversely impact our business or the businesses of one or more of our subsidiaries.
There is generally a higher degree of variability in estimating required reserves for long-tail coverages, such as [removed: long term] [added: long-term] care, workers’ compensation, general liability and professional liability, as they require a relatively longer period of time for claims to be reported and settled.
CNA is subject to the uncertain effects of emerging [removed: or] [added: and] potential claims and coverage issues that arise as industry practices and legal, judicial, social, economic and other environmental conditions change.
These [removed: issues,] [added: issues] 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.
The effects of unforeseen emerging [added: or potential] claim and coverage issues are extremely difficult to predict and may be material.
[removed: If] [added: When] CNA’s recorded reserves are insufficient for any reason, the required increase in reserves [removed: would be] [added: is] recorded as a charge against its earnings in the period in which reserves are determined to be insufficient.
These charges [added: have been and in the future] could be substantial.
CNA’s actual experience could vary from the key assumptions used to determine future policy benefit reserves for [removed: long term] [added: long-term] care policies.
CNA’s future policy benefit reserves for [removed: long term] [added: long-term] care policies are based on CNA’s best estimate [removed: assumptions as of September 30, 2020, due to a reserve unlocking] [added: actuarial assumptions, which are assessed quarterly and updated] at [removed: that date.][added: least annually.]
Key [added: actuarial] assumptions include morbidity, persistency [removed: (the percentage] [added: (inclusive] of [removed: policies remaining in force), discount rate and] [added: mortality), anticipated] future premium rate [removed: increases.][added: increases and expenses.]
[removed: Estimating future experience for long term care policies is highly uncertain, because the] [added: The] adequacy of the reserves is contingent upon actual experience and CNA’s future expectations related to these key assumptions.
If actual or expected future experience differs from these assumptions, the reserves may not be adequate, requiring CNA to [removed: add] [added: increase] reserves.
The required increase in reserves [removed: would be] [added: is] recorded as a charge against its earnings in the period in which reserves are determined to be insufficient.
A prolonged period during which investment returns remain at [added: low] levels [removed: lower than those anticipated in CNA’s reserving discount rate assumptions] could result in shortfalls in investment income on assets supporting CNA’s obligations under [removed: long term] [added: long-term] care [removed: policies, which may require increases to its reserves.][added: policies.]
This risk is more significant for CNA’s [removed: long term] [added: long-term] care products because the long potential duration of the policy obligations exceeds the duration of the supporting investment assets.
The extent of CNA’s losses from catastrophes is a function of the total amount of its insured exposures in the affected areas, the frequency and severity of the events themselves, the level of [added: CNA’s] reinsurance coverage, reinsurance reinstatement premiums and state residual market assessments, if any.
As a result of the items discussed above, catastrophe losses are particularly difficult to estimate, could cause CNA to exhaust its available reinsurance [removed: limits] [added: limits, could lead to large losses] and could adversely affect the cost and availability of reinsurance.
The COVID-19 [removed: pandemic] [added: pandemic, including new or emerging variants, other potential pandemics] and [added: related] measures to mitigate the spread of the [removed: virus have resulted in increased claims and related litigation risk across CNA’s enterprise, which] [added: foregoing] may continue to have adverse impacts on its business, results of operations and financial condition and could be material.
CNA has experienced, and may continue to experience, increased claim submissions and litigation related to denial of claims based on policy coverage, or the facts of the claim, in certain lines of business that are implicated by the [added: COVID-19] pandemic and mitigating actions taken by its customers and governmental authorities in response to its spread.
These lines include primarily healthcare professional liability, workers’ compensation, commercial property-related business interruption coverage, management liability (directors and officers, employment practices and professional liability lines) and trade [added: credit.]
CNA recorded significant losses during 2020, [removed: the majority] [added: a significant portion] of which [removed: are] [added: remain] classified as incurred but not reported (“IBNR”) reserves, in these areas 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, [added: relating to long-term effects of COVID-19, new or emerging variants, or other potential pandemics, and related measures to mitigate the spread of the foregoing] may have a material impact on CNA’s business, results of operations and financial condition.
These actions primarily relate to denial of claims submitted as a result of the pandemic and the mitigating actions [removed: under commercial property policies for business interruption coverage,] [added: taken,] including lockdowns and closing of certain businesses.
The significance of such [removed: litigation,] [added: litigation or any other litigation relating to new or emerging variants of COVID-19 or other potential pandemics and related measures to mitigate the spread of the foregoing,] both in substance and volume, and the resultant [removed: activities CNA has initiated,] [added: CNA-initiated activities,] including external counsel engagement, and the costs related thereto, may have a material impact on CNA’s business, results of operations and financial condition.
CNA’s experience has been that establishing claim and claim adjustment expense reserves for casualty coverages relating to A&EP claims is subject to uncertainties that are greater than those presented by [removed: other] [added: more traditional property and casualty] claims.
The cumulative amount ceded under the loss portfolio transfer as of December 31, [removed: 2022] [added: 2023] is [removed: $3.5] [added: $3.6] billion.
CNA is exposed to, and may face adverse developments related to, mass tort claims that could arise from, among other things, its insureds’ sale or use of potentially harmful products or substances, changes to the social and legal environment, [added: such as those related to abuse reviver statutes,] issues related to altered interpretation of coverage and other new and emerging claim theories.
[removed: Mass] [added: Similar and continuing mass] tort claim activity, including activity based on [removed: such] changing judicial interpretations and recent and proposed legislation could have a material adverse effect on CNA’s business, results of operations and financial condition.
This includes agents, brokers and managing general underwriters who may increasingly compete with CNA to the extent that [removed: they] [added: markets] continue to [removed: have] [added: provide them with] direct access to providers of capital seeking exposure to insurance risk.
The competitor landscape has evolved substantially in recent years, with significant consolidation and new market entrants, such as insuretech firms, resulting in increased pressures on CNA’s ability to [removed: remain competitive, particularly in obtaining pricing that is both attractive to CNA’s customer base and risk appropriate to CNA.]
[removed: During periods in which price competition is high,] CNA may lose business to competitors offering competitive insurance products at lower prices.
The availability and cost of the reinsurance protection CNA purchases, which affects the volatility and profitability of its business, as well as the level and types of risk CNA retains, is determined by [added: many factors, including] general economic conditions and conditions in the reinsurance market, such as the occurrence of significant reinsured events or unexpected adverse trends, including those associated with climate change.
If CNA is unable to obtain sufficient reinsurance at a cost or on terms and conditions it deems acceptable, CNA’s risk exposure will not be mitigated [added: to the degree desired] or it may forego such increased risk, thereby adversely impacting its underwriting strategies.
If such utilization is more effective than how CNA uses [removed: similar] [added: its] data and information, CNA will be at a competitive disadvantage.
Financial markets are highly sensitive to changes in economic conditions, monetary policies, tax policies, [added: interest rates,] domestic and international geopolitical issues and many other factors.
A decline in interest rates may reduce the returns earned on new fixed maturity investments, thereby reducing CNA’s net investment income, while an increase in interest rates may reduce the value of its existing fixed maturity investments, which could [removed: reduce] [added: increase] CNA’s net unrealized [added: losses or reduce its net unrealized] gains included in Accumulated Other Comprehensive Income (“AOCI”).
In addition, because [removed: CNA’s] [added: CNA and its vendors’] 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.
[removed: CNA may also be subject] [added: The risks relating] to future [added: breaches in CNA’s, or its vendors’ data security infrastructure, including in connection with] cyber [removed: incidents that] [added: incidents,] could have a material adverse effect on its business, results of operations or financial condition or may result in operational impairments and financial losses, as well as significant harm to CNA’s reputation.
Additionally, CNA relies on certain third-party claims administrators, including the administrator of its [removed: long term] [added: long-term] care claims, to handle policyholder services and perform significant claim administration and claim adjudication functions.
In addition, passage of reviver statutes that extend, or eliminate, the statute of limitations for the reporting of claims, including statutes passed in certain states with respect to sexual molestation and sexual abuse, increase the uncertainty of the frequency of claims.
These charges have been and in the future could be substantial.
The reserves are discounted using upper-medium grade fixed income instrument yields as of each reporting date.
Discount rates are subject to interest rate and market volatility.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
For example, CNA has recorded, and may continue to record, increases in its mass tort reserves, driven substantially by abuse reviver statutes that have resulted in increased claims.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
remain competitive, particularly in obtaining pricing that is both attractive to CNA’s customer base and risk appropriate to CNA.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
During the second quarter of 2023, CNA was notified of a breach in the file transfer software, MOVEit Transfer, used by a vendor of one of its third party administrators.
This incident resulted in required breach notifications to CNA’s long-term care policyholders, with such notifications made by the subject vendor.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Further, should CNA experience future cyber incidents, or should industry trends drive rate increases resulting from growth in volume and significance of cyber incidents broadly, it may incur higher costs for cybersecurity insurance coverage.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
These laws
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Over time, the FERC may change, amend or announce that it will undertake a review of its existing policies.
There were no major policy changes announced by the FERC during 2023.
The rates and terms of service on Boardwalk Pipelines’ interstate ethane transportation pipeline are also subject to regulation by the FERC under, among other statutes, the ICA and the Energy Policy Act of 1992.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
In December 2023, the EPA finalized its methane rules for new, modified, and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc.
Under the final rules, states have two years to prepare and submit their plans to impose methane emission controls on existing sources.
The presumptive standards established under the final rules are generally the same for both new and existing sources and include enhanced leak detection survey requirements using optical gas imaging and other advanced monitoring to encourage the deployment of innovative technologies to detect and reduce methane emissions, reduction of emissions by 95% through capture and control systems, zero-emission requirements for certain devices, and the establishment of the "super emitter" response program that would allow third parties to make reports to the EPA of large methane emission events, triggering certain investigation and repair requirements.
Fines and penalties for violations of these rules can be substantial.
It is likely that the final rules and its requirements will be subject to legal challenges.
Compliance with the new rules may affect the amount Boardwalk Pipelines owes under the IRA, which amended the CAA to impose a first-time fee on the emission of methane from sources required to report their GHG emissions to the EPA.
Compliance with the EPA’s new final rules and standards would exempt an otherwise covered facility from the requirement to pay the methane fee.
In December 2023, at the 28th Conference of the Parties to the United Nations Framework Convention on Climate Change (“COP28”), certain parties signed onto an agreement to transition "away from fossil fuels in energy systems in a just, orderly, and equitable manner" and increase renewable energy capacity so as to achieve net zero by 2050, although no timeline for doing so was set.
For example, on January 26, 2024, President Biden announced a temporary pause on pending decisions on new exports of LNG to countries that the U.S. does not have free trade agreements with, pending Department of Energy review of the underlying analyses for authorization.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
sea levels, are responsible for associated roadway and infrastructure damage, or defrauded investors or customers by failing to timely and adequately disclose adverse effects of climate change.
In October 2023 the Federal Reserve, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp. released a finalized set of principles guiding financial institutions with $100 billion or more in assets on the management of physical and transition risks associated with climate change.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Certain aspects of that rule are currently in court review.
PHMSA and state regulators reportedly began their review of these plans in 2022, and in May 2023, PHMSA published a proposed rule that would enhance requirements for detecting and repairing leaks on new and existing natural gas distribution, gas transmission, and gas gathering pipelines.
In September 2023, PHMSA published a proposed rule that would enhance the safety requirements for gas distribution pipelines and require updates to distribution integrity management programs, emergency response plans, operations and maintenance manuals, and other safety practices.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
There may be
Further, changes to the Internal Revenue Code may also affect the rate at which CNA discounts its reserves.
credit.
During the third quarter of 2021, CNA was notified of a breach of certain systems of a third party administrator, which resulted in breach notifications sent by such administrator to potentially impacted persons, including a limited number of CNA’s claimants.
Further, as a result of the March 2021 attack, CNA incurred higher costs for the replenishment of its current policy through the end of the term, and CNA believes it will incur higher costs for future cybersecurity insurance coverage beyond the current term.
jurisdictions, including regulations related to cyber security protocols (which continue to evolve in breadth, sophistication and maturity in response to an ever-evolving threat landscape).
The FERC issued a NOI on April 19, 2018, initiating a review of its policies on certification of natural gas pipelines, including an examination of the 1999 Policy Statement that is used to determine whether to grant certificates for new pipeline projects.
On February 18, 2021, the FERC issued the 2021 NOI, reopening its review of the 1999 Policy Statement.
On February 18, 2022, the FERC issued the 2022 Policy Statements, to be effective that same day.
On March 24, 2022, the FERC issued an order converting the 2022 Policy Statements into draft policy statements and requested further comments.
The FERC will not apply the draft 2022 Policy Statements until it issues final guidance on these topics.
Boardwalk Pipelines is unable to predict what, if any, changes may result upon finalization of the draft 2022 Policy Statements that will affect its natural gas pipeline operations or when such new policies, if any, might become effective.
Boardwalk Pipelines does not expect that any change in these policy statements would affect it in a materially different manner than any other natural gas pipeline company operating in the U.S.
In June 2021, President Biden signed into law a joint resolution of Congress under the Congressional Review Act that rescinded the EPA’s 2020 Policy Rule, effectively reinstating the 2012 and 2016 NSPS for the transmission and storage sector.
In November 2021, the EPA proposed a rule to establish standards of performance for methane and volatile organic compound emissions from new sources and, for the first time, existing sources (those that commenced construction or reconstruction after November 15, 2021), within the crude oil and natural gas source category, including the transmission and storage sector.
On November 11, 2022, the EPA released a supplemental methane proposal that modified the original proposal and provided additional detail.
The proposed rule includes several requirements relevant to Boardwalk Pipelines’ operations, including stricter emissions limits for various facilities and equipment (including pneumatic devices, storage tanks, reciprocating compressors and wet seal and dry seal centrifugal compressors), more frequent leak detection and monitoring of fugitive emissions from compressor stations, and deadlines for repairing fugitive emissions.
The proposal also establishes a program for third-party notification of “super-emitter” events.
The final rule will likely work alongside the IRA, which appropriates significant federal funding for renewable energy initiatives as well as amends the CAA to impose a first-time fee on the emission of methane from sources required to report their GHG emissions to the EPA.
Additionally, at the 27th Conference of the Parties to the United Nations Framework Convention on Climate Change (COP27) in November 2022, countries, including the U.S., reiterated the agreements from COP26 and were called upon to accelerate efforts toward the phase out of inefficient fossil fuel subsidies.
The U.S. also announced, in conjunction with the European Union and other partner countries, that it would develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity gas.
Although no firm commitment or timeline to phase out or phase down fossil fuels were made at COP27, there can be no guarantees that countries will not seek to implement such a phase out or phase down in the future.
federal lands and offshore waters, increasing requirements for construction and permitting of pipeline infrastructure and LNG export facilities, and further restricting GHG emissions from oil and gas facilities.
In late 2020 the Federal Reserve joined the Network for Greening the Financial System (“NGFS”), a consortium of financial regulators focused on addressing climate-related risks in the financial sector, and in September 2022, announced that six of the U.S.’ largest banks will participate in a pilot climate scenario analysis to enhance the ability of firms and supervisors to measure and manage climate-related financial risk.
The Federal Reserve released its pilot exercise in January 2023, which is designed to analyze the impact of both physical and transition risks related to climate change on specific assets of the banks’ portfolios.
maintain its facilities, which could adversely affect its operations and the financial health of its business.
PHMSA and state regulators reportedly began their review of these plans in 2022, and PHMSA has separately announced plans to propose rules addressing methane leaks from pipelines.
Requirements that are imposed under the 2011 Act, the 2016 Act, the 2020 Act or other
In 2020, an expansion customer declared bankruptcy for which Boardwalk Pipelines was able to use the credit support obtained during the growth project process to cover a portion of the customer’s remaining long term commitment.
Boardwalk Pipelines’ inability to generate sufficient cash flow to
for specific periods of time.
- decreased airline capacities and routes and disruption in airline operations, whether arising from the spread of COVID-19, future pandemics or outbreaks of other contagious diseases and associated mitigation efforts, or otherwise;
amenities, location, brand affiliation, reputation and reservation systems.
occupancy rates prior to the pandemic.
exposure to risks associated with such labor problems.
The outcome of any
An excerpt. Shown here: 40 of 135 rewritten, 40 of 61 added and all 36 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2023 filing and the FY2022 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
332 rewritten, 279 added, 153 removed, 533 unchanged
The Corporate segment is primarily comprised of Loews Corporation, excluding its operating subsidiaries, [removed: the consolidated operations of Altium Packaging LLC (“Altium Packaging”) through March 31, 2021] and the equity method of accounting for Altium Packaging [removed: subsequent to its deconsolidation on April 1, 2021.][added: LLC (“Altium Packaging”).]
For further information [removed: on the deconsolidation of Altium Packaging] see Note 2 of the Notes to Consolidated Financial Statements included under Item 8.
Unless the context otherwise requires, as used herein, the term “Company” means Loews Corporation including its [removed: consolidated] subsidiaries, the terms “Parent Company,” “we,” “our,” “us” or like terms mean Loews Corporation excluding its [removed: subsidiaries,] [added: subsidiaries and] the term “Net income (loss) attributable to Loews Corporation” means Net income (loss) attributable to Loews Corporation [removed: shareholders and the term “subsidiaries” means Loews Corporation’s consolidated subsidiaries.][added: shareholders.]
The ability of our subsidiaries to pay dividends is subject to, among other things, the availability of sufficient earnings and funds in such subsidiaries, applicable state laws, including in the case of the insurance subsidiaries of CNA, laws and rules governing the payment of dividends by regulated insurance companies (see Note [removed: 14] [added: 15] of the Notes to Consolidated Financial Statements included under Item 8) and compliance with covenants in their respective loan agreements.
[removed: For] [added: With the exception of the discussions of Consolidated Financial Results, CNA Financial and Other Insurance Operations, as] a [added: result of the adoption Accounting Standards Update (“ASU”) 2018-12, “Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts,” (“ASU 2018-12”), a] discussion of changes in results of operations comparing the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] for Loews Corporation and its subsidiaries [removed: see] [added: may be found in] Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] filed with the SEC on February [removed: 8, 2022.][added: 7, 2023.]
The following table summarizes net income (loss) attributable to Loews Corporation by segment and [added: the basic and diluted] net income per share attributable to Loews Corporation for the years ended December 31, [added: 2023,] 2022 and 2021:
| Year Ended December 31 | | | [removed: 2022] [added: 2023] | | | | | | [added: 2022 (a) | | | | | |] 2021 [added: (a)] | | |
| (In millions, except per share data) | | | | | | | | | | | | [added: | | | | | |]
| Boardwalk Pipelines | | | [removed: 247] [added: 283] | | | | | | [added: 247 | | | | | |] 235 | | |
| Loews Hotels & Co | | | [removed: 117] [added: 147] | | | | | | [added: 117 | | | | | |] (14) | | |
| Corporate [removed: (a)] | | | [removed: (154)] [added: (90)] | | | | | | [added: (154) | | | | | |] 280 | | |
| Net income attributable to Loews Corporation | | | $ | [removed: 1,012] [added: 283] | | | | | $ | [removed: 1,578] [added: 247] | |
| Basic net income per share | | | $ | [removed: 4.17] [added: 6.30] | | | | | $ | [removed: 6.08] [added: 3.39] | | [added: | | | $ | 6.02 | |]
| Diluted net income per share | | | $ | [removed: 4.16] [added: 6.29] | | | | | $ | [removed: 6.07] [added: 3.38] | | [added: | | | $ | 6.00 | |]
[removed: | (a) | | | Includes] [added: Net income attributable to Loews Corporation for 2021 includes] a net investment gain of $555 million ($438 million after tax) related to the sale of [added: approximately] 47% of Altium [removed: Packaging in 2021. | | |][added: Packaging.]
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
2022 Compared [removed: with 2021][added: with 2021]
Net income attributable to Loews Corporation [removed: for 2022 was $1.0 billion,] [added: decreased to $822 million,] or [removed: $4.16] [added: $3.38] diluted net income per share, [added: for 2022 as] compared to [removed: net income attributable to Loews Corporation of] $1.6 billion, or [removed: $6.07] [added: $6.00] diluted net income per share, in 2021.
Excluding the gain on sale of Altium Packaging, net income decreased [removed: $128] [added: $302] million in 2022 compared to 2021, driven by unfavorable limited partnership and common stock results, and net losses from sales of fixed income securities at CNA, partially offset by improved underwriting results and increased net investment income from fixed income securities for CNA and the [removed: significantly] [added: significant] improvement [added: in] results for Loews Hotels & Co due to the rebound in leisure travel.
The following table summarizes the results of operations for CNA for the years ended December 31, [added: 2023,] 2022 and 2021 as presented in Note [removed: 19] [added: 21] of the Notes to Consolidated Financial Statements included under Item 8.
| Revenues: | | | | | | | | | | | | [added: | | | | | |]
| Insurance premiums | | | $ | [removed: 8,667] [added: 9,480] | | | | | $ | [added: 8,667 | | | | | $ |] 8,175 | |
| Net investment income | | | [removed: 1,805] [added: 2,264] | | | | | | [added: 1,805 | | | | | |] 2,159 | | |
| Investment gains (losses) | | | [removed: (199)] [added: (99)] | | | | | | [added: (199) | | | | | |] 120 | | |
| Non-insurance warranty revenue | | | [removed: 1,574] [added: 1,624] | | | | | | [added: 1,574 | | | | | |] 1,430 | | |
| Other revenues | | | [removed: 32] [added: 30] | | | | | | [added: 32 | | | | | |] 24 | | |
| Total | | | [removed: 11,879] [added: 13,299] | | | | | | [added: 11,879 | | | | | |] 11,908 | | |
| Expenses: | | | | | | | | | | | | [added: | | | | | |]
| Insurance claims and policyholders’ benefits | | | [removed: 6,386] [added: 7,068] | | | | | | [removed: 6,349] [added: 6,653] | | | [added: | | | 6,371 | | |]
| Amortization of deferred acquisition costs | | | [removed: 1,490] [added: 1,644] | | | | | | [added: 1,490 | | | | | |] 1,443 | | |
| Non-insurance warranty expense | | | [removed: 1,471] [added: 1,544] | | | | | | [added: 1,471 | | | | | |] 1,328 | | |
| Other operating expenses | | | [removed: 1,339] [added: 1,398] | | | | | | [added: 1,339 | | | | | |] 1,191 | | |
| Interest | | | [removed: 112] [added: 127] | | | | | | [added: 112 | | | | | |] 113 | | |
| Income before income tax | | | [removed: 1,081] [added: 373] | | | | | | [removed: 1,484] [added: 330] | | |
| Income tax expense | | | [removed: (188)] [added: (90)] | | | | | | [removed: (282)] [added: (83)] | | |
| Amounts attributable to noncontrolling interests | | | [removed: (91)] [added: 8] | | | | | | [removed: (125)] [added: 16] | | |
| Net income attributable to Loews Corporation | | | [added: | | | | | | | | |] $ | [removed: 802] [added: 283] | | | | | $ | [removed: 1,077] [added: 247] | |
Net income attributable to Loews Corporation decreased [removed: $275] [added: $449] million for 2022 as compared with 2021.
Catastrophe losses were $247 million ($174 million after tax and noncontrolling interests) for 2022 as compared with $397 [removed: million ($280 million after]
[added: million ($280 million after] tax and noncontrolling interests) in 2021.
This section of this Form 10-K generally discusses 2023 and 2022 results and year-to-year comparisons between 2023 and 2022.
As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021, which required changes to the measurement and disclosure of long-duration contracts.
Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance.
For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8.
| | | | 44 | | | | | |
| CNA Financial | | | $ | 1,094 | | | | | $ | 612 | | | | | $ | 1,061 | |
| | | | | | | | | | | | | | | | | | |
| (a) | | | As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance. For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8. | | |
2023 Compared with 2022
Net income attributable to Loews Corporation for 2023 was $1.4 billion, or $6.29 diluted net income per share, compared to net income attributable to Loews Corporation of $822 million, or $3.38 diluted net income per share, in 2022.
Net income attributable to Loews Corporation for 2023 includes a $37 million after-tax charge for Corporate for the termination of a non-contributory defined benefit pension plan and a $36 million after-tax gain for Loews Hotels & Co related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property.
The increase in net income attributable to Loews Corporation in 2023 compared to 2022 was driven by improved results at CNA due to higher net investment income, improved underwriting income, lower investment losses, and a significantly lower unfavorable impact in 2023 from long-term care annual reserve reviews performed in the third quarter of each year.
Additionally the parent company posted higher investment returns on equity securities and short-term investments.
Boardwalk Pipelines also contributed positively to Loews Corporation’s year-over-year results due to higher revenues due to re-contracting at higher rates and recently completed growth projects.
Net income for 2022 also included an increase to long term care reserves for CNA, primarily driven by the unfavorable impact of increased cost of care inflation offset by favorable premium rate assumptions.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| Total | | | 11,781 | | | | | | 11,065 | | | | | | 10,446 | | |
| Income before income tax | | | 1,518 | | | | | | 814 | | | | | | 1,462 | | |
| Net income | | | 1,205 | | | | | | 681 | | | | | | 1,184 | | |
| (a) | | | As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance. For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8. | | |
2023 Compared with 2022
Net income attributable to Loews Corporation increased $482 million for 2023 as compared with 2022.
The increase was primarily due to higher net investment income from limited partnership returns and fixed income securities, improved underwriting income and lower investment losses driven by the favorable change in fair value of non-redeemable preferred stock.
Net income for 2022 also included a $186 million ($131 million after tax and noncontrolling interests) increase to long term care reserves primarily driven by the unfavorable impact of increased cost of care inflation offset by favorable premium rate assumptions.
Net income for 2022 also included a $186 million ($131 million after tax and noncontrolling interests) increase to long term care reserves primarily driven by the unfavorable impact of increased cost of care inflation offset by favorable premium rate assumptions.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Development-related items represent net prior year loss reserve and premium development, and includes the effects of interest accretion and change in allowance for uncollectible reinsurance and deductible amounts.
The change in exposure represents the change in premium dollars on policies that renew as a result of the change in risk of the policy.
Underlying underwriting gain (loss) represents underwriting results excluding catastrophe losses and development-related items.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| Gross written premiums | | | $ | 7,113 | | | | | $ | 6,120 | | | | | $ | 1,485 | | | | | $ | 14,718 | |
| Net written premiums | | | 3,329 | | | | | | 4,880 | | | | | | 1,237 | | | | | | 9,446 | | |
| Net earned premiums | | | 3,307 | | | | | | 4,547 | | | | | | 1,176 | | | | | | 9,030 | | |
| Underwriting gain | | | 317 | | | | | | 182 | | | | | | 86 | | | | | | 585 | | |
| Net investment income | | | 558 | | | | | | 645 | | | | | | 103 | | | | | | 1,306 | | |
| Core income | | | 708 | | | | | | 652 | | | | | | 145 | | | | | | 1,505 | | |
| Loss ratio | | | 58.2 | | % | | | | 65.9 | | % | | | | 61.4 | | % | | | | 62.5 | | % |
| CNA Financial | | | $ | 802 | | | | | $ | 1,077 | |
Excluding the item set forth in footnote (a) in the table above, net income attributable to Loews Corporation for 2021 was $1.1 billion.
Net income attributable to Loews Corporation for 2021 includes a net investment gain of $555 million ($438 million after tax) related to the sale of 47% of Altium Packaging.
| Total | | | 10,798 | | | | | | 10,424 | | |
| Net income | | | 893 | | | | | | 1,202 | | |
For certain products within Small Business, where quantifiable, rate includes the influence of new business as well.
Renewal premium change, rate and retention presented for the prior year are updated to reflect subsequent activity on policies written in the period.
| Gross written premiums | | | $ | 7,665 | | | | | $ | 4,445 | | | | | $ | 1,297 | | | | | $ | 13,407 | |
| Gross written premiums excluding third- | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | |
| Underwriting gain (loss) | | | 347 | | | | | | (112) | | | | | | 55 | | | | | | 290 | | |
| Net investment income | | | 497 | | | | | | 624 | | | | | | 57 | | | | | | 1,178 | | |
| Core income | | | 704 | | | | | | 394 | | | | | | 86 | | | | | | 1,184 | | |
| Loss ratio excluding catastrophes | | | | | | | | | | | | | | | | | | | | | | | |
| and development | | | 59.1 | | % | | | | 61.0 | | % | | | | 59.0 | | % | | | | 60.0 | | % |
| Loss ratio | | | 58.1 | | % | | | | 71.5 | | % | | | | 61.7 | | % | | | | 64.8 | | % |
| Expense ratio | | | 30.5 | | | | | | 31.1 | | | | | | 33.1 | | | | | | 31.1 | | |
| Combined ratio | | | 88.7 | | % | | | | 103.1 | | % | | | | 94.8 | | % | | | | 96.2 | | % |
| Combined ratio excluding catastrophes | | | | | | | | | | | | | | | | | | | | | | | |
| and development | | | 89.7 | | % | | | | 92.6 | | % | | | | 92.1 | | % | | | | 91.4 | | % |
| New business | | | $ | 551 | | | | | $ | 843 | | | | | $ | 274 | | | | | $ | 1,668 | |
The prior period included a one-time written premium catch-up resulting from the addition of a quota share treaty to the property reinsurance program.
Excluding the impact of the prior period written premium catch-up, net written premiums increased $486 million in 2022 as compared with 2021.
The improvement in the loss ratio was largely due to improved current accident year underwriting results.
The increase in the expense ratio was primarily due to an increase in underwriting expenses driven by investments in technology and talent.
The combined ratio excluding catastrophes and development improved 0.2 points in 2022 as compared with 2021.
The loss ratio excluding catastrophes and development increased 0.5 points primarily driven by a shift in mix of business associated with the property quota share treaty purchased during June of 2021.
Property coverages, which have a lower underlying loss ratio than most other commercial coverages, now represent a smaller proportion of net earned premiums.
Catastrophe losses were 2.2 points of the loss ratio in 2022, as compared with 2.6 points of the loss ratio in 2021.
Core results decreased $114 million in 2022 as compared with 2021 primarily due to a $167 million pretax decline in net investment income from limited partnerships and an increase in expenses as a result of continued investments in technology infrastructure and security.
Core results in 2022 also reflect a $25 million pretax favorable impact from the reduction in long term care claim reserves and a $5 million pretax favorable impact from the reduction in structured settlement claim reserves, both resulting from the annual claim reserve reviews in the third quarter of 2022 as compared with a $40 million pretax favorable impact from the reduction in long term care claim reserves resulting from the annual claim reserve reviews in the third quarter of 2021.
CNA anticipates a net pension cost of approximately $12 million in 2023 as compared with a benefit of $55 million in 2022.
The change is primarily due to higher interest cost on projected benefit obligations as a result of an increase in discount rates year over year, as well as a lower expected return on plan assets as a result of a lower plan asset base given actual asset returns in 2022.
A portion of this additional cost will result in an unfavorable impact on CNA’s expense ratio in 2023.
| Total core income | | | $ | 1,048 | | | | | $ | 1,106 | |
people and property in these areas.
PHMSA and state regulators reportedly began their review of these plans in 2022, and PHMSA has separately announced plans to propose rules addressing methane leaks from pipelines.
- performing leak detection and recovery and Subpart W surveys on all of Boardwalk Pipelines’ compressor stations (the U.S. Environmental Protection Agency (“EPA”) only requires Boardwalk Pipelines to survey 48 of its 79 compressor stations);
An excerpt. Shown here: 40 of 332 rewritten, 40 of 279 added and 40 of 153 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2023 filing and the FY2022 filing.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
36 rewritten, 11 added, 5 removed, 77 unchanged
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
The sensitivity analysis estimates the change in the fair value of interest sensitive assets and liabilities that were held on December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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.
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: $344] [added: $341] million and [removed: $546] [added: $344] million at December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
The impact of a 100 basis point decrease would result in an increase in market value of [removed: $368] [added: $363] million and [removed: $683] [added: $368] million at December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
At December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the impact of a 100 basis point increase in interest rates on variable rate debt, net of the effects of the swaps, would [removed: not] [added: result in a $2 million] increase interest expense.
Equity price risk was measured assuming an instantaneous 25% decrease in the underlying reference price or index from its level at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] with all other variables held constant.
Commodity price risk was measured assuming an instantaneous decrease of 20% from their levels at December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
The following tables present the estimated effects on the fair value of our and our subsidiaries’ financial instruments as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: December] [added: December] 31, [removed: 2022] [added: 2022] | | | [removed: Fair] [added: Fair] Value Asset [removed: (Liability)] [added: (Liability)] | | | | | | [removed: Interest] [added: Interest] Rate [removed: Risk] [added: Risk] | | | | | | [removed: Equity] [added: Equity] Price [removed: Risk] [added: Risk] | | |
| [removed: Fixed] [added: Fixed] maturities – [removed: long] [added: long] | | | [removed: $] [added: $] | [removed: 70] [added: 70] | | | | | | | | | | | | | |
| [removed: Equity] [added: Equity] securities – [removed: long] [added: long] | | | [removed: 465] [added: 465] | | | | | | | | | | | | [removed: $] [added: $] | [removed: (116)] [added: (116)] | |
| – short | | | [removed: (82)] [added: (62)] | | | | | | | | | | | | [removed: 20] [added: 15] | | |
| Other invested assets | | | [removed: 7] [added: 8] | | | | | | | | | | | | [removed: (3)] | | |
| [removed: Short term investments] [added: Short-term investments] | | | [removed: 2,672] [added: 2,672] | | | | | | [removed: $] [added: $] | [removed: (6)] [added: (6)] | | | | | | | |
| [removed: December] [added: December] 31, [removed: 2022] [added: 2022] | | | [removed: Fair] [added: Fair] Value [removed: Asset (Liability)] [added: Asset (Liability)] | | | | | | [removed: Interest] [added: Interest] Rate [removed: Risk] [added: Risk] | | | | | | [removed: Foreign Currency Risk] [added: Foreign Currency Risk] | | | | | | [removed: Equity] [added: Equity] Price [removed: Risk] [added: Risk] | | |
| [removed: Fixed maturities (a)] [added: Fixed maturities] | | | [removed: $] [added: $] | [removed: 37,627] [added: 37,627] | | | | | [removed: $] [added: $] | [removed: (2,603)] [added: (2,603)] | | | | | [removed: $] [added: $] | [removed: (532)] [added: (532)] | | | | | | | |
| [removed: Equity securities] [added: Equity securities] | | | [removed: 674] [added: 674] | | | | | | [removed: (18)] [added: (18)] | | | | | | | | | | | | [removed: $] [added: $] | [removed: (46)] [added: (46)] | |
| [removed: Limited] [added: Limited] partnership [removed: investments] [added: investments] | | | [removed: 1,954] [added: 1,954] | | | | | | | | | | | | | | | | | | [removed: (200)] [added: (200)] | | |
| Other invested assets | | | [removed: 78] [added: 81] | | | | | | | | | | | | [removed: (14)] [added: (15)] | | | | | | | | |
| [removed: Mortgage loans] [added: Mortgage loans] | | | [removed: 973] [added: 973] | | | | | | [removed: (38)] [added: (38)] | | | | | | | | | | | | | | |
| [removed: Short term investments] [added: Short-term investments] | | | [removed: 2,182] [added: 2,182] | | | | | | [removed: (2)] [added: (2)] | | | | | | [removed: (41)] [added: (41)] | | | | | | | | |
| Other derivatives | | | [removed: 21] [added: 14] | | | | | | [removed: 6] [added: 4] | | | | | | [removed: 2] [added: 3] | | | | | | [removed: 42] [added: 29] | | |
| [removed: December] [added: December] 31, [removed: 2021] [added: 2023] | | | [removed: Fair] [added: Fair] Value Asset [removed: (Liability)] [added: (Liability)] | | | | | | [removed: Interest] [added: Interest] Rate [removed: Risk] [added: Risk] | | | | | | [removed: Equity] [added: Equity] Price [removed: Risk] [added: Risk] | | |
| [removed: Fixed] [added: Fixed] maturities – [removed: long] [added: long] | | | [removed: $] [added: $] | [removed: 7] [added: 201] | | | | | [added: $] | [added: (3)] | | | | | | | |
| [removed: Equity] [added: Equity] securities – [removed: long] [added: long] | | | [removed: 639] [added: 366] | | | | | | | | | | | | [removed: $] [added: $] | [removed: (160)] [added: (91)] | |
| – short | | | [removed: (70)] [added: (82)] | | | | | | | | | | | | [removed: 18] [added: 20] | | |
| Other invested assets | | | [removed: 27] [added: 7] | | | | | | | | | | | | [added: (3)] | | |
| [removed: Short term investments] [added: Short-term investments] | | | [removed: 2,707] [added: 2,109] | | | | | | [removed: $] [added: (6)] | [removed: (7)] | | | | | | | |
| [removed: December] [added: December] 31, [removed: 2021] [added: 2023] | | | [removed: Fair] [added: Fair] Value [removed: Asset (Liability)] [added: Asset (Liability)] | | | | | | [removed: Interest] [added: Interest] Rate [removed: Risk] [added: Risk] | | | | | | [removed: Foreign Currency Risk] [added: Foreign Currency Risk] | | | | | | [removed: Equity] [added: Equity] Price [removed: Risk] [added: Risk] | | |
| [removed: Equity securities] [added: Equity securities] | | | [removed: 1,035] [added: 683] | | | | | | [removed: (28)] [added: (14)] | | | | | | [removed: (1)] | | | | | | [removed: $] [added: $] | [removed: (66)] [added: (48)] | |
| [removed: Limited] [added: Limited] partnership [removed: investments] [added: investments] | | | [removed: 1,933] [added: 2,174] | | | | | | | | | | | | [added: (1)] | | | | | | [removed: (205)] [added: (217)] | | |
| Other invested assets | | | [removed: 91] [added: 78] | | | | | | | | | | | | [removed: (17)] [added: (14)] | | | | | | | | |
| [removed: Mortgage loans] [added: Mortgage loans] | | | [removed: 1,018] [added: 997] | | | | | | [removed: (44)] [added: (34)] | | | | | | | | | | | | | | |
| [removed: Short term investments] [added: Short-term investments] | | | [removed: 2,154] [added: 2,287] | | | | | | [removed: (3)] [added: (2)] | | | | | | [removed: (37)] [added: (38)] | | | | | | | | |
| Other derivatives | | | [removed: (12)] [added: 21] | | | | | | [removed: 35] [added: 6] | | | | | | [added: 2] | | | | | | [added: 42] | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| Options – purchased | | | 1 | | | | | | | | | | | | 35 | | |
| Fixed maturities | | | $ | 40,425 | | | | | $ | (2,779) | | | | | $ | (638) | | | | | | | |
| | | | 76 | | | | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Changes in discount rates used to measure CNA’s liability for future policyholder benefits (“LFPB”) would reduce the impact of the decrease in Fixed maturity securities within Other comprehensive income.
The carrying value of the LFPB was $14.0 billion and $13.5 billion as of December 31, 2023 and 2022.
The estimated decrease in the carrying value of the LFPB as of December 31, 2023 and 2022 due to an increase in yield rates of 100 basis points was $1.5 billion.
The change in the carrying value of the LFPB due to interest rate changes was estimated by discounting the expected future cash flows.
| | | | 77 | | | | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| | | | 72 | | | | | |
| | | | 73 | | | | | |
| | | | | | | | | | | | | | | | | | |
(a)Shadow Adjustments related to life and group reserves would reduce the impact of the decrease in fixed maturity securities.
| Fixed maturities (a) | | | $ | 44,373 | | | | | $ | (3,061) | | | | | $ | (530) | | | | | | | |
Item 1. Business.
78 rewritten, 47 added, 38 removed, 253 unchanged
- commercial property and casualty insurance (CNA Financial Corporation, [removed: a 90.0%] [added: an approximately 92%] owned subsidiary);
We also own [removed: 52.6%] [added: approximately 53%] of Altium Packaging LLC, an unconsolidated subsidiary, which is engaged in the manufacture of rigid plastic packaging solutions.
On April 1, 2021, we sold [added: approximately] 47% of Altium Packaging and following the transaction deconsolidated Altium Packaging.
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: 84.6%, 81.2%] [added: 83.6%, 84.6%] and [removed: 86.0%] [added: 81.2%] of our consolidated total revenue for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
Other Insurance Operations include CNA’s run-off [removed: long term] [added: 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 Re, A&EP, a legacy portfolio of excess workers’ compensation (“EWC”) policies and certain legacy mass tort reserves.
[removed: The] [added: In addition, the] U.S. and foreign regulatory environment in which CNA operates is [removed: evolving on an ongoing basis] [added: continuously evolving, with both existing] and [removed: impacts] [added: prospective regulations that implicate] aspects of [added: its] corporate governance, risk management practices, public [removed: disclosures] [added: disclosures, ESG related issues, artificial intelligence] and [removed: cyber security.][added: cybersecurity.]
These initiatives and legislation include proposals relating to terrorism and natural catastrophe exposures, [removed: cybersecurity risk management, ESG initiatives,] federal financial services reforms and certain tax reforms.
[added: In addition, the annual business plan of each syndicate is] subject to the review and approval of the Lloyd’s Franchise Board, which is responsible for business planning and monitoring for all syndicates.
[removed: Additionally, the] International Association of Insurance Supervisors (“IAIS”) continues to develop capital requirements as more fully discussed below.
Certain elements of ComFrame [removed: are expected to be formally utilized by U.S. state-based regulators beginning in 2023, as a result of such elements being] [added: were] incorporated [removed: in] [added: into] regulatory guidelines issued by the National Association of Insurance Commissioners [removed: (“NAIC”).][added: (“NAIC”) for application by regulators beginning in 2023.]
[removed: This incorporation is intended to streamline] [added: These additions were adopted for the purpose of streamlining] group-wide supervision, further leveraging existing risk and solvency measures and applying them on a group-wide basis.
[removed: By 2024,] [added: A decision by] the IAIS [removed: will be assessing] [added: on] whether the AM provides comparable outcomes to the [removed: ICS.][added: ICS is expected in 2024.]
Boardwalk Pipelines accounted for 10.3%, [removed: 9.2% and] 10.3% [added: and 9.2%] of our consolidated total revenue for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]
Boardwalk Pipelines owns and operates approximately [removed: 13,515] [added: 13,455] miles of interconnected natural gas pipelines directly serving customers in thirteen states and indirectly serving customers throughout the northeastern and southeastern U.S. through numerous interconnections with unaffiliated pipelines.
Boardwalk Pipelines also owns and operates approximately [removed: 450] [added: 855] miles of NGL pipelines in Louisiana and Texas.
In [removed: 2022,] [added: 2023,] its pipeline systems transported approximately [removed: 3.4] [added: 3.7] trillion cubic feet of natural gas and approximately [removed: 90.6] [added: 98.5] million barrels (“MMBbls”) of NGLs.
Average daily throughput on Boardwalk Pipelines’ natural gas pipeline systems during [removed: 2022] [added: 2023] was approximately [removed: 9.3] [added: 10.0] billion cubic feet (“Bcf”).
Boardwalk Pipelines’ natural gas storage facilities are comprised of fourteen underground storage fields located in four [added: states with aggregate working gas capacity of approximately 199.5 Bcf and Boardwalk Pipelines’ NGL storage facilities consist of eleven salt dome caverns located in Louisiana with an aggregate storage capacity of approximately 31.2 MMBbls.]
The Gulf South Pipeline Company, LLC (“Gulf South”) pipeline system runs approximately [removed: 7,260] [added: 7,210] 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: 2022] [added: 2023] was [removed: 5.8] [added: 6.5] Bcf per day.
The two natural gas storage facilities located in Louisiana and Mississippi have approximately [removed: 91.5] [added: 78.0] Bcf of working gas storage capacity and the eight salt dome natural gas storage [removed: caverns in Mississippi have approximately 46.0 Bcf of total storage capacity, of which approximately 29.6 Bcf is working gas capacity.]
The Texas Gas Transmission, LLC (“Texas Gas”) pipeline system, a bi-directional pipeline, runs approximately [removed: 5,975] [added: 5,970] miles and is located in Louisiana, East Texas, Arkansas, Mississippi, Tennessee, Kentucky, Indiana and Ohio with smaller diameter lines extending into Illinois.
The pipeline system has a peak-day delivery capacity of 6.1 Bcf per day and average daily throughput for the year ended December 31, [removed: 2022] [added: 2023] was [removed: 3.4] [added: 3.3] Bcf per day.
Boardwalk Louisiana Midstream, [removed: LLC and] [added: LLC,] Boardwalk Petrochemical Pipeline, LLC [added: and Boardwalk Ethane Pipeline Company, LLC] (collectively “Louisiana Midstream”) provide transportation and storage services for natural gas, NGLs and ethylene, [added: ethane supply services,] fractionation services for NGLs and brine supply services.
These assets provide approximately [removed: 48.9] [added: 47.9] MMBbls of salt dome storage capacity, including approximately 7.6 Bcf of working natural gas storage capacity, significant brine supply infrastructure, and approximately [removed: 285] [added: 310] miles of pipeline assets.
Louisiana Midstream owns and operates the Evangeline Pipeline (“Evangeline”), which is an approximately [removed: 180 mile] [added: 180-mile] interstate ethylene pipeline that is capable of transporting approximately 4.2 billion pounds of ethylene per year between Texas and Louisiana, with interconnections with its ethylene distribution system.
Throughput for Louisiana Midstream was [removed: 90.6] [added: 98.5] MMBbls for the year ended December 31, [removed: 2022.][added: 2023, including Bayou Ethane Pipeline’s throughput of 9.2 MMBbls from the date of acquisition.]
In [removed: 2022,] [added: 2023,] Boardwalk Pipelines placed into service approximately [removed: $157] [added: $166] million of growth projects which represents approximately [removed: 0.7] [added: 0.3] Bcf per day of firm natural gas transportation [removed: capacity, which added additional] capacity [removed: to its ethylene system,] and [removed: the completion of the deepest brine well in North America, which will provide access to] additional [removed: salt reserves and reliability for] [added: capacity on] its [removed: brine customers.][added: ethylene pipeline systems.]
Boardwalk Pipelines expects to spend approximately [removed: $410] [added: $310] million on its growth projects currently under construction through 2025.
These projects [removed: will] [added: are expected to] add another approximately [removed: 0.7] [added: 0.5] Bcf per day of firm natural gas transportation capacity and additional NGLs capacity.
*Customers:* Boardwalk Pipelines serves a broad mix of customers, including end-use customers, such as electric power generators, local distribution companies, industrial users and exporters of liquefied natural gas [removed: (“LNG”), producers and marketers of natural gas and interstate and intrastate pipelines, who, in turn, provide transportation and storage services for end-users.][added: (“LNG”).]
The maximum [added: applicable] rates that Boardwalk Pipelines’ FERC-regulated subsidiaries may charge for all aspects of the natural gas transportation services they provide, are established through the FERC’s cost-based rate-making [removed: process.][added: process; however, the FERC also allows for discounted or negotiated rates as an alternative to cost-based rates.]
The maximum [added: applicable] rates that may be charged by Boardwalk Pipelines for storage services on Texas Gas, except for services associated with a portion of the working gas capacity on that system, are also established through the FERC’s cost-based rate-making process.
[added: The FERC has authorized Boardwalk] Pipelines to charge market-based rates for its firm and interruptible storage services for the majority of its other natural gas storage facilities.
None of Boardwalk Pipelines’ FERC-regulated entities currently have an obligation to file a new rate [removed: case and Gulf South is prohibited from filing a rate case until May 1, 2023, subject to certain exceptions.][added: case.]
The FERC has authority to impose civil penalties for violations of the NGA and NGPA, and the implementing regulations thereunder, up to a maximum amount that is adjusted annually for inflation, which for [removed: 2023] [added: 2024] is approximately $1.5 million per day per violation.
Should Boardwalk Pipelines fail to comply with applicable statutes, rules, regulations and orders administered by the FERC, it could be subject to substantial penalties and [removed: fines.][added: fines, in addition to reputational damage.]
The Surface Transportation Board (“STB”) regulates the rates Boardwalk Pipelines charges for interstate service on its ethylene [removed: pipelines.][added: pipeline systems.]
[added: The 2011 Act increased the penalties for safety violations,] established additional safety requirements for newly constructed pipelines and required studies of safety issues that could result in the adoption of new regulatory requirements by PHMSA for existing pipelines.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Additionally, the
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Boardwalk Pipelines also provides ethane supply and transportation services for industrial customers in Louisiana and Texas.
On September 29, 2023, Boardwalk Pipelines acquired 100% of the equity interests of Williams Olefins Pipeline Holdco LLC (“Bayou Ethane”) from Williams Field Services Group, LLC for $355 million in cash.
For further information, see the Boardwalk Pipelines portion of the Operating Results section of MD&A in Item 7.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
caverns in Mississippi have approximately 46.0 Bcf of total storage capacity, of which approximately 29.6 Bcf is working gas capacity.
Louisiana Midstream also owns and operates the Bayou Ethane Pipeline, an approximately 380-mile pipeline system originating in Texas, that transports ethane to Southeast Texas and Louisiana.
The Bayou Ethane Pipeline provides interstate and intrastate transportation services, with interconnections with its NGL storage facilities.
The Bayou Ethane Pipeline has the ability to deliver approximately 55.0 MMBbls of ethane per year.
As discussed above, in 2023 Boardwalk Pipelines also acquired Bayou Ethane for $355 million in cash.
Boardwalk Pipelines also contracts with other customers, including producers and marketers of natural gas and interstate and intrastate pipelines, who, in turn, provide transportation and storage services for end-users.
The rates and terms of service on Boardwalk Pipelines’ interstate
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
ethane transportation pipeline are also subject to regulation by the FERC under, among other statutes, the Interstate Commerce Act (“ICA”) and the Energy Policy Act of 1992.
Over time, the FERC may change, amend or announce that it will undertake a review of its existing policies.
There were no major policy changes announced by the FERC during 2023.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
and safety-related conditional reporting requirements, and expanded use of leak detection systems beyond HCAs.
Certain aspects of that rule are currently in court review.
PHMSA and state regulators reportedly began their review of these plans in 2022 and in May 2023, published a proposed rule that would enhance requirements for detecting and repairing leaks on new and existing natural gas distribution, gas transmission and gas gathering pipelines.
In September 2023, PHMSA published a proposed rule that would enhance the safety requirements for gas distribution pipelines and would require updates to distribution integrity management programs, emergency response plans, operations and maintenance manuals, and other safety practices.
In 2022 and 2023, the Department of Homeland Security’s Transportation Safety Administration (“TSA”) issued a series of security directives applicable to pipeline owners and operators intended to strengthen the industry’s overall cybersecurity posture in light of the evolving threat landscape and its potential impacts to critical U.S. infrastructure.
The security directives require, among other things, that pipeline owners and operators designate a cybersecurity coordinator, establish and implement a Cybersecurity Implementation Plan; develop, maintain and test no less than annually through tabletop exercises a Cybersecurity Incident Response Plan; and establish a Cybersecurity Assessment Plan (“CAP”) including a schedule for assessing and auditing the CAP.
The directives also contain requirements for reporting cybersecurity incidents and the results of certain assessments and audits.
Boardwalk Pipelines has implemented tools, policies and practices designed to comply with the security directives.
Other regulators, such as PHMSA and the Securities and Exchange Commission (“SEC”), have also established requirements for reporting cybersecurity incidents.
In July 2023, the CEQ announced another proposed rule which revises the implementing regulations of the procedural provisions of NEPA and implements amendments to NEPA included in the Fiscal Responsibility Act of 2023.
The final rule is expected in the second quarter of 2024.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
projects, which in turn could result in further permitting and approval delays.
In March 2022, the Corps announced it was seeking stakeholder input on a formal review of NWP 12, although while this review is ongoing, the Corps has resumed permitting decisions.
The Supreme Court stayed the vacatur of Section 404 of NWP 12 and, in September 2023, the Environmental Protection Agency (“EPA”) finalized its Clean Water Act Section 401 Water Quality Certification Improvement Rule, effective on November 27, 2023.
In January 2023, the EPA and the Corps released a final revised definition of “waters of the United States” founded upon the pre-2015 regulations.
Judicial developments also add to this uncertainty.
The Supreme Court opinion in *Sackett v.
EPA* invalidated certain parts of the January 2023 rule, resulting in a revised rule being issued in September 2023.
However, due to injunctions in certain states, the implementation of the September 2023 rule currently varies by state.
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Subsequent to deconsolidation, our investment in Altium Packaging is accounted for under the equity method of accounting.
CNA has invested and continues to invest in the security of its systems and in its technology infrastructure on an enterprise-wide basis.
In addition, the annual business plan of each syndicate is
On September 22, 2017, the U.S. Treasury Department, the U.S. Trade Representative (“USTR”) and the E.U. announced they had formally signed a covered agreement on Prudential Measures Regarding Insurance and Reinsurance (“U.S.-E.U. Covered Agreement”).
The U.S.-E.U. Covered Agreement requires U.S. states to prospectively eliminate the requirement that domestic insurance companies must obtain collateral from E.U. reinsurance companies that are not licensed in their state (alien reinsurers) in order to obtain reserve credit under statutory accounting.
In exchange, the E.U. will not impose local presence requirements on U.S. firms operating in the E.U., and effectively must defer to U.S. group capital regulation for these firms.
On December 18, 2018, the U.S. Treasury Department, the USTR and the U.K. announced they formally signed the Bilateral Agreement on Prudential Measures Regarding Insurance and Reinsurance (“U.S.-U.K. Covered Agreement”).
This Agreement has similar terms as the U.S.-E.U. Covered Agreement.
Because these covered agreements were not self-executing, U.S. state laws were revised to amend reinsurance collateral requirements to conform to the provisions within each of the agreements.
The reinsurance collateral requirements were required to be adopted by the states within five years from the signing of the covered agreements, which was September 1, 2022, or states risked federal preemption in this area.
As a result of all relevant jurisdictions adopting these requirements, including Illinois, federal preemption was avoided.
states with aggregate working gas capacity of approximately 213.0 Bcf and Boardwalk Pipelines’ NGL storage facilities consist of eleven salt dome caverns located in Louisiana with an aggregate storage capacity of approximately 32.3 MMBbls.
The additional NGLs capacity, when completed and in conjunction with the 2022 completed project, will result in an approximate increase of 20% in the capacity of its ethylene systems.
The FERC has authorized Boardwalk
The FERC issued a Notice of Inquiry (“NOI”) on April 19, 2018, initiating a review of its policies on certification of natural gas pipelines, including an examination of its long-standing Policy Statement on Certification of New Interstate Natural Gas Pipeline Facilities (“1999 Policy Statement”), issued in 1999, that is used to determine whether to grant certificates for new pipeline projects.
On February 18, 2021, the FERC issued another NOI (“2021 NOI”), reopening its review of the 1999 Policy Statement.
On February 18, 2022, the FERC issued a Policy Statement on the Certification of New Interstate Natural Gas Facilities and a Policy Statement on the Consideration of Greenhouse Gas Emissions in Natural Gas Infrastructure Project Reviews (2022 Policy Statements), to be effective that same day.
On March 24, 2022, the FERC issued an order converting the 2022 Policy Statements into draft policy statements and requested further comments.
The FERC will not apply the draft 2022 Policy Statements until it issues final guidance on these topics.
Boardwalk Pipelines is unable to predict what, if any, changes may result upon finalization of the draft 2022 Policy Statements that will affect its natural gas pipeline operations or when such new policies, if any, might become effective.
Boardwalk Pipelines does not expect that any change in these policy statements would affect it in a materially different manner than any other natural gas pipeline company operating in the U.S.
The 2011 Act increased the penalties for safety violations,
PHMSA and state regulators reportedly began their review of these plans in 2022, and PHMSA has separately announced plans to propose rules addressing methane leaks from pipelines.
However, following a temporary pause on permitting decisions, in November 2021, the Corps announced that permitting under such NWPs would resume, with the Corps coordinating with certifying authorities for Section 401 certification as needed.
Judicial developments also add to this uncertainty—the Supreme Court recently heard oral arguments in *Sackett v.
EPA* and is expected to rule on the scope of the Clean Water Act’s jurisdiction with respect to wetlands in 2023.
| *Management Contract:* | | | | | |
- In 2022, Loews Boston Hotel management agreement ended;
- In 2022, Loews Coral Gables Hotel in Coral Gables, Florida, a 242 guestroom hotel with approximately 30,000 square feet of function space, opened.
- In 2023, Loews Santa Monica Beach Hotel management agreement will expire and the hotel will no longer be managed by Loews Hotels & Co;
- In 2024, Loews Arlington Hotel and Convention Center in Arlington, Texas is expected to open.
The hotel, which is currently under construction, is planned to be an approximately 888 guestroom hotel with over 250,000 square feet of function space.
- In 2025, three hotels to be named at Universal Orlando with approximately 2,000 guestrooms in the aggregate, are expected to open.
As with Loews Hotels & Co’s other properties at Universal Orlando, Loews Hotels & Co will serve as manager and have a joint venture equity interest in the hotels.
In August of 2022, we made a cash contribution of $79 million to Altium Packaging.
These funds and a pro rata contribution from our joint venture partner were used by Altium Packaging for an acquisition which expanded its offerings and increased its bottle manufacturing capabilities throughout key industries and geographies.
The specialist nature of our businesses also requires commitments to maintaining that talent pool.
and flexible spending accounts, paid time off and family assistance programs, including paid family leave.
An excerpt. Shown here: 40 of 78 rewritten, 40 of 47 added and all 38 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2023 filing and the FY2022 filing.
Item 3. Legal Proceedings.
1 rewritten, 4 added, 0 removed, 0 unchanged
Information on our legal proceedings is included in Note [removed: 17] [added: 18] of the Notes to Consolidated Financial Statements, included under Item 8.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 41 | | | | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Cover and table of contents
36 rewritten, 17 added, 12 removed, 173 unchanged
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]
The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $11,809,000,000.][added: $10,926,000,000.]
As of February [removed: 3, 2023,] [added: 2, 2024,] there were [removed: 234,997,673] [added: 222,201,139] shares of the registrant’s common stock outstanding.
Portions of the registrant’s definitive proxy statement for the [removed: 2023] [added: 2024] 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.
For the Year Ended December 31, [removed: 2022][added: 2023]
| | | | [CNA Financial [removed: Corporation](#iacf5306437c24683a307258b9cd75027_22)] [added: Corporation](#i1142f5361fc54e938419261e12837b13_22)] | | | [removed: [5](#iacf5306437c24683a307258b9cd75027_22)] [added: [5](#i1142f5361fc54e938419261e12837b13_22)] | | |
| | | | [Boardwalk Pipeline Partners, [removed: LP](#iacf5306437c24683a307258b9cd75027_25)] [added: LP](#i1142f5361fc54e938419261e12837b13_25)] | | | [removed: [8](#iacf5306437c24683a307258b9cd75027_25)] [added: [8](#i1142f5361fc54e938419261e12837b13_25)] | | |
| | | | [Loews Hotels Holding [removed: Corporation](#iacf5306437c24683a307258b9cd75027_28)] [added: Corporation](#i1142f5361fc54e938419261e12837b13_28)] | | | [removed: [13](#iacf5306437c24683a307258b9cd75027_28)] [added: [13](#i1142f5361fc54e938419261e12837b13_28)] | | |
| | | | [Altium Packaging [removed: LLC](#iacf5306437c24683a307258b9cd75027_31)] [added: LLC](#i1142f5361fc54e938419261e12837b13_31)] | | | [removed: [14](#iacf5306437c24683a307258b9cd75027_31)] [added: [14](#i1142f5361fc54e938419261e12837b13_31)] | | |
| | | | [Human [removed: Capital](#iacf5306437c24683a307258b9cd75027_34)] [added: Capital](#i1142f5361fc54e938419261e12837b13_34)] | | | [removed: [14](#iacf5306437c24683a307258b9cd75027_34)] [added: [14](#i1142f5361fc54e938419261e12837b13_34)] | | |
| | | | [Information about Our Executive [removed: Officers](#iacf5306437c24683a307258b9cd75027_37)] [added: Officers](#i1142f5361fc54e938419261e12837b13_37)] | | | [removed: [15](#iacf5306437c24683a307258b9cd75027_37)] [added: [15](#i1142f5361fc54e938419261e12837b13_37)] | | |
| | | | [Available [removed: Information](#iacf5306437c24683a307258b9cd75027_40)] [added: Information](#i1142f5361fc54e938419261e12837b13_40)] | | | [removed: [15](#iacf5306437c24683a307258b9cd75027_40)] [added: [15](#i1142f5361fc54e938419261e12837b13_40)] | | |
| [removed: [1A](#iacf5306437c24683a307258b9cd75027_43)] [added: [1A](#i1142f5361fc54e938419261e12837b13_43)] | | | [Risk [removed: Factors](#iacf5306437c24683a307258b9cd75027_43)] [added: Factors](#i1142f5361fc54e938419261e12837b13_43)] | | | [removed: [15](#iacf5306437c24683a307258b9cd75027_43)] [added: [15](#i1142f5361fc54e938419261e12837b13_43)] | | |
| [removed: [1B](#iacf5306437c24683a307258b9cd75027_46)] [added: [1B](#i1142f5361fc54e938419261e12837b13_46)] | | | [Unresolved Staff [removed: Comments](#iacf5306437c24683a307258b9cd75027_46)] [added: Comments](#i1142f5361fc54e938419261e12837b13_46)] | | | [removed: [41](#iacf5306437c24683a307258b9cd75027_46)] [added: [41](#i1142f5361fc54e938419261e12837b13_46)] | | |
| [removed: [3](#iacf5306437c24683a307258b9cd75027_52)] [added: [3](#i1142f5361fc54e938419261e12837b13_52)] | | | [Legal [removed: Proceedings](#iacf5306437c24683a307258b9cd75027_52)] [added: Proceedings](#i1142f5361fc54e938419261e12837b13_52)] | | | [removed: [41](#iacf5306437c24683a307258b9cd75027_52)] [added: [41](#i1142f5361fc54e938419261e12837b13_52)] | | |
| [removed: [4](#iacf5306437c24683a307258b9cd75027_55)] [added: [4](#i1142f5361fc54e938419261e12837b13_55)] | | | [Mine Safety [removed: Disclosures](#iacf5306437c24683a307258b9cd75027_55)] [added: Disclosures](#i1142f5361fc54e938419261e12837b13_55)] | | | [removed: [41](#iacf5306437c24683a307258b9cd75027_55)] [added: [42](#i1142f5361fc54e938419261e12837b13_55)] | | |
| [removed: [5](#iacf5306437c24683a307258b9cd75027_61)] [added: [5](#i1142f5361fc54e938419261e12837b13_61)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iacf5306437c24683a307258b9cd75027_61)] [added: Securities](#i1142f5361fc54e938419261e12837b13_61)] | | | [removed: [42](#iacf5306437c24683a307258b9cd75027_61)] [added: [42](#i1142f5361fc54e938419261e12837b13_61)] | | |
| [removed: [7](#iacf5306437c24683a307258b9cd75027_67)] [added: [7](#i1142f5361fc54e938419261e12837b13_67)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iacf5306437c24683a307258b9cd75027_67)] [added: Operations](#i1142f5361fc54e938419261e12837b13_67)] | | | [removed: [45](#iacf5306437c24683a307258b9cd75027_67)] [added: [44](#i1142f5361fc54e938419261e12837b13_67)] | | |
| [removed: [7A](#iacf5306437c24683a307258b9cd75027_118)] [added: [7A](#i1142f5361fc54e938419261e12837b13_115)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#iacf5306437c24683a307258b9cd75027_118)] [added: Risk](#i1142f5361fc54e938419261e12837b13_115)] | | | [removed: [72](#iacf5306437c24683a307258b9cd75027_118)] [added: [74](#i1142f5361fc54e938419261e12837b13_115)] | | |
| [removed: [8](#iacf5306437c24683a307258b9cd75027_121)] [added: [8](#i1142f5361fc54e938419261e12837b13_118)] | | | [Financial Statements and Supplementary [removed: Data](#iacf5306437c24683a307258b9cd75027_121)] [added: Data](#i1142f5361fc54e938419261e12837b13_118)] | | | [removed: [76](#iacf5306437c24683a307258b9cd75027_121)] [added: [78](#i1142f5361fc54e938419261e12837b13_118)] | | |
| [removed: [9](#iacf5306437c24683a307258b9cd75027_235)] [added: [9](#i1142f5361fc54e938419261e12837b13_232)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iacf5306437c24683a307258b9cd75027_235)] [added: Disclosure](#i1142f5361fc54e938419261e12837b13_232)] | | | [removed: [154](#iacf5306437c24683a307258b9cd75027_235)] [added: [162](#i1142f5361fc54e938419261e12837b13_232)] | | |
| 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iacf5306437c24683a307258b9cd75027_244)] [added: Inspections](#i1142f5361fc54e938419261e12837b13_241)] | | | [removed: [154](#iacf5306437c24683a307258b9cd75027_244)] [added: [162](#i1142f5361fc54e938419261e12837b13_241)] | | |
| [removed: [10](#iacf5306437c24683a307258b9cd75027_250)] [added: [10](#i1142f5361fc54e938419261e12837b13_247)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#iacf5306437c24683a307258b9cd75027_250)] [added: Governance](#i1142f5361fc54e938419261e12837b13_247)] | | | [removed: [155](#iacf5306437c24683a307258b9cd75027_250)] [added: [163](#i1142f5361fc54e938419261e12837b13_247)] | | |
| [removed: [12](#iacf5306437c24683a307258b9cd75027_256)] [added: [12](#i1142f5361fc54e938419261e12837b13_253)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iacf5306437c24683a307258b9cd75027_256)] [added: Matters](#i1142f5361fc54e938419261e12837b13_253)] | | | [removed: [155](#iacf5306437c24683a307258b9cd75027_256)] [added: [163](#i1142f5361fc54e938419261e12837b13_253)] | | |
| [removed: [13](#iacf5306437c24683a307258b9cd75027_259)] [added: [13](#i1142f5361fc54e938419261e12837b13_256)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iacf5306437c24683a307258b9cd75027_259)] [added: Independence](#i1142f5361fc54e938419261e12837b13_256)] | | | [removed: [155](#iacf5306437c24683a307258b9cd75027_259)] [added: [163](#i1142f5361fc54e938419261e12837b13_256)] | | |
| [removed: [14](#iacf5306437c24683a307258b9cd75027_262)] [added: [14](#i1142f5361fc54e938419261e12837b13_259)] | | | [Principal Accounting Fees and [removed: Services](#iacf5306437c24683a307258b9cd75027_262)] [added: Services](#i1142f5361fc54e938419261e12837b13_259)] | | | [removed: [155](#iacf5306437c24683a307258b9cd75027_262)] [added: [163](#i1142f5361fc54e938419261e12837b13_259)] | | |
| [removed: [15](#iacf5306437c24683a307258b9cd75027_268)] [added: [15](#i1142f5361fc54e938419261e12837b13_265)] | | | [Exhibits and Financial Statement [removed: Schedules](#iacf5306437c24683a307258b9cd75027_268)] [added: Schedules](#i1142f5361fc54e938419261e12837b13_265)] | | | [removed: [156](#iacf5306437c24683a307258b9cd75027_268)] [added: [164](#i1142f5361fc54e938419261e12837b13_265)] | | |
Investors are cautioned that certain statements contained in this Report as well as in other filings with the Securities and Exchange Commission (“SEC”) and periodic press releases made by us and our subsidiaries and certain [removed: oral] statements made by us and our subsidiaries and our and their officers during presentations may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”).
- CNA’s actual experience could vary from the key assumptions used to determine future policy benefit reserves for its [removed: long term] [added: long-term] care policies;
- The impact of the coronavirus disease [removed: (“COVID-19”)] [added: (“COVID-19”), including new or emerging variants, and other potential pandemics] on CNA;
- CNA’s exposure to mass tort product liability claims, changes to the social and legal environment, [added: such as those related to abuse reviver statutes,] issues related to altered interpretation of coverage and other new and emerging claim theories;
- Extensive regulation by the Federal Energy Regulatory Commission (“FERC”) of Boardwalk Pipelines’ natural gas transportation and storage [removed: operations;][added: operations and ethane transportation services;]
- The risk of deterioration in the quality or reputation of Loews Hotels & Co’s [removed: brands;][added: brands, including brands used in its joint ventures and those it licenses;]
- Investing in hotel properties through ownership interests in partnerships and joint ventures [removed: decreases] [added: is subject to inherent risk due to] Loews Hotels & Co’s [removed: ability to manage risk;][added: lack of unilateral control over the investment;]
- The growth and use of [removed: alternative] [added: third-party] reservation channels;
9 West 57th Street, New York, NY 10019-2714
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| | | | [PART I](#i1142f5361fc54e938419261e12837b13_16) | | | | | |
| [1](#i1142f5361fc54e938419261e12837b13_19) | | | [Business](#i1142f5361fc54e938419261e12837b13_19) | | | | | |
| 1C | | | [Cybersecurity](#i1142f5361fc54e938419261e12837b13_1064) | | | [41](#i1142f5361fc54e938419261e12837b13_1064) | | |
| [2](#i1142f5361fc54e938419261e12837b13_49) | | | [Properties](#i1142f5361fc54e938419261e12837b13_49) | | | [41](#i1142f5361fc54e938419261e12837b13_49) | | |
| | | | [PART II](#i1142f5361fc54e938419261e12837b13_58) | | | | | |
| [6](#i1142f5361fc54e938419261e12837b13_64) | | | [\[Reserved\]](#i1142f5361fc54e938419261e12837b13_64) | | | [43](#i1142f5361fc54e938419261e12837b13_64) | | |
| [9A](#i1142f5361fc54e938419261e12837b13_235) | | | [Controls and Procedures](#i1142f5361fc54e938419261e12837b13_235) | | | [162](#i1142f5361fc54e938419261e12837b13_235) | | |
| [9B](#i1142f5361fc54e938419261e12837b13_238) | | | [Other Information](#i1142f5361fc54e938419261e12837b13_238) | | | [162](#i1142f5361fc54e938419261e12837b13_238) | | |
| | | | [PART III](#i1142f5361fc54e938419261e12837b13_244) | | | | | |
| [11](#i1142f5361fc54e938419261e12837b13_250) | | | [Executive Compensation](#i1142f5361fc54e938419261e12837b13_250) | | | [163](#i1142f5361fc54e938419261e12837b13_250) | | |
| | | | [PART IV](#i1142f5361fc54e938419261e12837b13_262) | | | | | |
| [16](#i1142f5361fc54e938419261e12837b13_268) | | | [Form 10-K Summary](#i1142f5361fc54e938419261e12837b13_268) | | | [167](#i1142f5361fc54e938419261e12837b13_268) | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
667 Madison Avenue, New York, NY 10065-8087
| | | | [PART I](#iacf5306437c24683a307258b9cd75027_16) | | | | | |
| [1](#iacf5306437c24683a307258b9cd75027_19) | | | [Business](#iacf5306437c24683a307258b9cd75027_19) | | | | | |
| [2](#iacf5306437c24683a307258b9cd75027_49) | | | [Properties](#iacf5306437c24683a307258b9cd75027_49) | | | [41](#iacf5306437c24683a307258b9cd75027_49) | | |
| | | | [PART II](#iacf5306437c24683a307258b9cd75027_58) | | | | | |
| [6](#iacf5306437c24683a307258b9cd75027_64) | | | [\[Reserved\]](#iacf5306437c24683a307258b9cd75027_64) | | | [43](#iacf5306437c24683a307258b9cd75027_64) | | |
| [9A](#iacf5306437c24683a307258b9cd75027_238) | | | [Controls and Procedures](#iacf5306437c24683a307258b9cd75027_238) | | | [154](#iacf5306437c24683a307258b9cd75027_238) | | |
| [9B](#iacf5306437c24683a307258b9cd75027_241) | | | [Other Information](#iacf5306437c24683a307258b9cd75027_241) | | | [154](#iacf5306437c24683a307258b9cd75027_241) | | |
| | | | [PART III](#iacf5306437c24683a307258b9cd75027_247) | | | | | |
| [11](#iacf5306437c24683a307258b9cd75027_253) | | | [Executive Compensation](#iacf5306437c24683a307258b9cd75027_253) | | | [155](#iacf5306437c24683a307258b9cd75027_253) | | |
| | | | [PART IV](#iacf5306437c24683a307258b9cd75027_265) | | | | | |
| [16](#iacf5306437c24683a307258b9cd75027_271) | | | [Form 10-K Summary](#iacf5306437c24683a307258b9cd75027_271) | | | [159](#iacf5306437c24683a307258b9cd75027_271) | | |
Item 1C. Cybersecurity.
0 rewritten, 17 added, 0 removed, 0 unchanged
New section this year
Risk Management and Strategy
Identifying, assessing, and managing material cybersecurity risks is an important component of our overall enterprise risk management program.
As with the management of risks generally, given our holding company structure, the management of cybersecurity risks involves coordination between the parent company and our subsidiaries.
The parent company and each subsidiary are responsible for developing cybersecurity programs appropriate for their respective entities, including as may be required by applicable law or regulation.
These programs have been developed based on the National Institute of Standards and Technology Cybersecurity Framework and seek to protect each entity against cybersecurity risks and foster each entity’s ability to respond to cybersecurity events.
Among other things, these programs generally involve maturity evaluations and assessments by third parties, vulnerability scanning, employee testing and training, technical and business team-focused tabletop exercises, incident response plans and data security assessments of third-party service providers as a part of vendor management.
Risks from cybersecurity threats, in the future may, among other things, cause material disruptions to our or our subsidiaries’ operations, which may materially affect our results of operations and/or financial condition.
For more information about these risks, see the risk factor titled “*Failures or interruptions in or breaches to our or our subsidiaries’ computer systems or information technology or communication infrastructure or those of our third party vendors could materially and adversely affect our or our subsidiaries’ operations*” under Item 1A.
Governance
Our Board has assigned oversight of cybersecurity risk management to the Audit Committee.
The Audit Committee regularly receives reports from our and our subsidiaries’ management, including our and our subsidiaries’ senior information technology (“IT”) leadership, and third parties on cybersecurity matters.
In addition, the Board receives reports addressing cybersecurity as part of our overall enterprise risk management program and to the extent cybersecurity matters are addressed in regular business updates.
Senior IT leadership (generally, chief information officers and/or chief information security officers) at the parent company and each subsidiary are responsible for developing cybersecurity programs appropriate for their respective entities, including as may be required by applicable law or regulation.
These individuals’ expertise in IT and cybersecurity generally has been gained from a combination of education, including relevant degrees and/or certifications, and prior work experience.
They are informed by their respective cybersecurity teams about, and monitor, the prevention, detection, mitigation and remediation of cybersecurity incidents as part of the cybersecurity programs described above.
Information regarding cybersecurity risks may be elevated from senior IT leadership through a variety of different channels, including discussions between or among subsidiary and parent company management, reports to subsidiary and parent company risk committees and reports to subsidiary and parent company boards and board committees.
As noted above, the Audit Committee regularly receives reports on cybersecurity matters from our and our subsidiaries’ senior IT leadership.
Item 2. Properties.
1 rewritten, 0 added, 0 removed, 1 unchanged
Our corporate headquarters is located in leased office space in [removed: two buildings in] New York City.
Item 4. Mine Safety Disclosures.
0 rewritten, 0 added, 4 removed, 2 unchanged
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 41 | | | | | |
*[Table of Contents](#iacf5306437c24683a307258b9cd75027_7)*
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
9 rewritten, 7 added, 7 removed, 24 unchanged
The following graph compares annual total return of our Common Stock, the Standard & Poor’s 500 Composite Stock Index (“S&P 500 Index”) and our peer group set forth below (“Loews Peer Group”) for the five years ended December 31, [removed: 2022.][added: 2023.]
The graph assumes that the value of the investment in our Common Stock, the S&P 500 Index and the Loews Peer Group was $100 on December 31, [removed: 2017] [added: 2018] and that all dividends were reinvested.
[removed: ][added: ]
| | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | [removed: 2022] [added: 2022] | | | [added: 2023 | | |]
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
The following table provides certain information as of December 31, [removed: 2022] [added: 2023] with respect to our equity compensation plans under which our equity securities are authorized for issuance.
(a)Reflects [removed: 816,250] [added: 531,500] outstanding stock appreciation rights awarded under the Loews Corporation 2000 Stock Option Plan, [removed: 405,061] [added: 419,516] outstanding unvested time-based and/or performance-based restricted stock units (“RSUs”) and [removed: 119,206] [added: 114,531] deferred vested RSUs awarded under the Loews Corporation 2016 Incentive Compensation Plan.
As of February 1, [removed: 2023,] [added: 2024,] we had approximately [removed: 590] [added: 560] holders of record of our common stock.
During the fourth quarter of [removed: 2022,] [added: 2023,] we purchased shares of our common stock as follows:
| Loews Common Stock | | | 100.0 | | | 115.89 | | | 100.03 | | | 128.92 | | | 130.74 | | | 156.60 | | |
| S&P 500 Index | | | 100.0 | | | 131.49 | | | 155.68 | | | 200.37 | | | 164.08 | | | 207.21 | | |
| Loews Peer Group (a) | | | 100.0 | | | 125.73 | | | 108.49 | | | 138.57 | | | 164.06 | | | 173.13 | | |
| Equity compensation plans approved by security holders (a) | | | 1,065,547 | | | $ | 40.43 | | 5,197,276 | | |
| October 1, 2023 - October 31, 2023 | | | 1,104,316 | | | | | | $ | 63.40 | | | | | N/A | | | | | | N/A | | |
| November 1, 2023 - November 30, 2023 | | | 252,096 | | | | | | 64.98 | | | | | | N/A | | | | | | N/A | | |
| December 1, 2023 - December 31, 2023 | | | 785,300 | | | | | | 68.45 | | | | | | N/A | | | | | | N/A | | |
| Loews Common Stock | | | 100.0 | | | 91.44 | | | 105.98 | | | 91.47 | | | 117.89 | | | 119.55 | | |
| S&P 500 Index | | | 100.0 | | | 95.62 | | | 125.72 | | | 148.85 | | | 191.58 | | | 156.88 | | |
| Loews Peer Group (a) | | | 100.0 | | | 89.28 | | | 112.25 | | | 96.86 | | | 123.72 | | | 146.48 | | |
| Equity compensation plans approved by security holders (a) | | | 1,340,517 | | | $ | 41.65 | | 5,305,845 | | |
| October 1, 2022 - October 31, 2022 | | | 724,139 | | | | | | $ | 52.89 | | | | | N/A | | | | | | N/A | | |
| November 1, 2022 - November 30, 2022 | | | 77,747 | | | | | | 54.92 | | | | | | N/A | | | | | | N/A | | |
| December 1, 2022 - December 31, 2022 | | | 1,430,475 | | | | | | 56.91 | | | | | | N/A | | | | | | N/A | | |
Item 6. [Reserved]
1 rewritten, 0 added, 4 removed, 3 unchanged
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
This Page Intentionally Left blank.
| | | | 44 | | | | | |
Item 8. Financial Statements and Supplementary Data.
967 rewritten, 717 added, 282 removed, 1,598 unchanged
| [Management’s Report on Internal Control Over Financial [removed: Reporting](#iacf5306437c24683a307258b9cd75027_124)] [added: Reporting](#i1142f5361fc54e938419261e12837b13_121)] | | | [removed: [77](#iacf5306437c24683a307258b9cd75027_124)] [added: [79](#i1142f5361fc54e938419261e12837b13_121)] | | |
| [Reports of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#iacf5306437c24683a307258b9cd75027_127)] [added: No.](#i1142f5361fc54e938419261e12837b13_124)] 34) | | | [removed: [78](#iacf5306437c24683a307258b9cd75027_127)] [added: [80](#i1142f5361fc54e938419261e12837b13_124)] | | |
| [Consolidated Balance [removed: Sheets](#iacf5306437c24683a307258b9cd75027_130)] [added: Sheets](#i1142f5361fc54e938419261e12837b13_127)] | | | [removed: [82](#iacf5306437c24683a307258b9cd75027_130)] [added: [84](#i1142f5361fc54e938419261e12837b13_127)] | | |
| [Consolidated Statements of [removed: Operations](#iacf5306437c24683a307258b9cd75027_133)] [added: Operations](#i1142f5361fc54e938419261e12837b13_130)] | | | [removed: [84](#iacf5306437c24683a307258b9cd75027_133)] [added: [86](#i1142f5361fc54e938419261e12837b13_130)] | | |
| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#iacf5306437c24683a307258b9cd75027_136)] [added: (Loss)](#i1142f5361fc54e938419261e12837b13_133)] | | | [removed: [85](#iacf5306437c24683a307258b9cd75027_136)] [added: [87](#i1142f5361fc54e938419261e12837b13_133)] | | |
| [Consolidated Statements of [removed: Equity](#iacf5306437c24683a307258b9cd75027_139)] [added: Equity](#i1142f5361fc54e938419261e12837b13_136)] | | | [removed: [86](#iacf5306437c24683a307258b9cd75027_139)] [added: [88](#i1142f5361fc54e938419261e12837b13_136)] | | |
| [Consolidated Statements of Cash [removed: Flows](#iacf5306437c24683a307258b9cd75027_142)] [added: Flows](#i1142f5361fc54e938419261e12837b13_139)] | | | [removed: [88](#iacf5306437c24683a307258b9cd75027_142)] [added: [90](#i1142f5361fc54e938419261e12837b13_139)] | | |
| [Notes to Consolidated Financial [removed: Statements:](#iacf5306437c24683a307258b9cd75027_145)] [added: Statements:](#i1142f5361fc54e938419261e12837b13_142)] | | | [removed: [90](#iacf5306437c24683a307258b9cd75027_145)] [added: [92](#i1142f5361fc54e938419261e12837b13_142)] | | |
| 1.[Summary of Significant Accounting [removed: Policies](#iacf5306437c24683a307258b9cd75027_148)] [added: Policies](#i1142f5361fc54e938419261e12837b13_145)] | | | [removed: [90](#iacf5306437c24683a307258b9cd75027_148)] [added: [92](#i1142f5361fc54e938419261e12837b13_145)] | | |
| [removed: 6.[Property, Plant] [added: Property, plant] and [removed: Equipment](#iacf5306437c24683a307258b9cd75027_175)] [added: equipment] | | | [removed: [112](#iacf5306437c24683a307258b9cd75027_175)] [added: 10,718] | | | [added: | | | 10,027 | | |]
| 7.[Goodwill and Other Intangible [removed: Assets](#iacf5306437c24683a307258b9cd75027_178)] [added: Assets](#i1142f5361fc54e938419261e12837b13_175)] | | | [removed: [113](#iacf5306437c24683a307258b9cd75027_178)] [added: [120](#i1142f5361fc54e938419261e12837b13_175)] | | |
| [removed: 8.[Claim](#iacf5306437c24683a307258b9cd75027_181) [and](#iacf5306437c24683a307258b9cd75027_181) [Claim] [added: 8.[Claim and Claim] Adjustment [removed: Expense](#iacf5306437c24683a307258b9cd75027_181) [Reserves](#iacf5306437c24683a307258b9cd75027_181) [and] [added: Expense Reserves and] Future Policy Benefit [removed: Reserves](#iacf5306437c24683a307258b9cd75027_181)] [added: Reserves](#i1142f5361fc54e938419261e12837b13_178)] | | | [removed: [114](#iacf5306437c24683a307258b9cd75027_181)] [added: [121](#i1142f5361fc54e938419261e12837b13_178)] | | |
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
Based on this assessment, our management believes that, as of December 31, [removed: 2022,] [added: 2023,] our internal control over financial reporting was effective.
We have audited the internal control over financial reporting of Loews Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] of the Company and our report dated February [removed: 7, 2023,] [added: 6, 2024,] expressed an unqualified opinion on those financial [removed: statements.][added: statements and included an explanatory paragraph regarding the Company’s change in its method of accounting for measurement and disclosure of long-duration contracts.]
New York, [removed: NY][added: New York]
We have audited the accompanying consolidated balance sheets of Loews Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023,] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and the schedules listed in the Index at Item 15 (a) 2 (collectively referred to as the “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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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 Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 7, 2023,] [added: 6, 2024,] expressed an unqualified opinion on the Company’s internal control over financial reporting.
Claim and [removed: Claim] [added: claim] adjustment expense reserves – Property & Casualty — Refer to Notes 1 and 8 to the [removed: consolidated] financial [removed: statements.][added: statements]
[removed: Estimating] P&C claim and claim adjustment expense reserves is subject to a high degree of variability as it involves complex estimates that are generally derived using a variety of actuarial estimation techniques and numerous assumptions and expectations about future events, many of which are highly uncertain.
Modest changes in judgments and assumptions can materially impact the valuation of these liabilities, particularly for claims with longer-tailed exposures such as workers’ compensation, general liability and professional liability [removed: claims.][added: claims and certain shorter-tailed exposures, such as surety.]
◦We developed a range of independent estimates of P&C claim and claim adjustment expense reserves and compared [removed: our estimates to] the recorded [removed: reserves.][added: reserves to our range of estimates.]
◦We [removed: compared] [added: performed a retrospective review which involved comparing] our prior year estimates of expected incurred losses to actual experience during the most recent year to identify potential bias in the Company’s determination of P&C claim and claim adjustment expense reserves.
Future policy benefit reserves – Long Term Care — Refer to Notes 1 [removed: and 8 to] [added: and 9 to] the [removed: consolidated] financial statements
The estimation of long term care future policy benefit reserves (“LTC future policy benefit reserves”) requires significant judgment in the selection of key assumptions, including [removed: morbidity,] [added: morbidity and] persistency (inclusive of [removed: mortality), discount rate and future premium rate increases.][added: mortality).]
[removed: Modest] [added: Morbidity and persistency experience can be volatile and modest] changes in each of these assumptions can materially impact the valuation of these liabilities.
- We tested the effectiveness of controls related to the determination of LTC future policy benefit reserves, including those controls related to the estimation of and management’s review of LTC future policy benefit [removed: reserves.][added: reserves and determination of key assumptions.]
◦We independently recalculated [removed: a sample of] [added: cohort level] LTC future policy benefit reserves and compared our estimates to the recorded reserves.
| [removed: December 31] [added: December 31, 2022] | | | [removed: 2022] | | | | | | [removed: 2021] | | | [added: | | | | | | | | | | | | | | | | | |]
| Fixed maturities, amortized cost of [removed: $41,102] [added: $42,615] and [removed: $39,952,] [added: $41,102,] less allowance for credit loss of [removed: $1] [added: $16] and [removed: $18] [added: $1] | | | $ | [removed: 37,697] [added: 40,626] | | | | | $ | [removed: 44,380] [added: 37,697] | |
| Equity securities, cost of [removed: $1,161] [added: $1,015] and [removed: $1,546] [added: $1,161] | | | [removed: 1,139] [added: 1,050] | | | | | | [removed: 1,674] [added: 1,139] | | |
| Limited partnership investments | | | [removed: 1,954] [added: 2,174] | | | | | | [removed: 1,933] [added: 1,954] | | |
| Other invested assets, primarily mortgage loans, less allowance for credit loss of [removed: $24] [added: $35] and [removed: $16] [added: $24] | | | [removed: 1,124] [added: 1,123] | | | | | | [removed: 1,091] [added: 1,124] | | |
| [removed: Short term] [added: Short-term] investments | | | [removed: 4,854] [added: 4,396] | | | | | | [removed: 4,860] [added: 4,854] | | |
| Total investments | | | [removed: 46,768] [added: 49,369] | | | | | | [removed: 53,938] [added: 46,768] | | |
| Cash | | | [removed: 532] [added: 399] | | | | | | [removed: 621] [added: 532] | | |
| 2.[Acquisitions, Divestitures, and Deconsolidation](#i1142f5361fc54e938419261e12837b13_148) | | | [104](#i1142f5361fc54e938419261e12837b13_148) | | |
| 3.[Investments](#i1142f5361fc54e938419261e12837b13_151) | | | [105](#i1142f5361fc54e938419261e12837b13_151) | | |
| 4.[Fair Value](#i1142f5361fc54e938419261e12837b13_1000) | | | [113](#i1142f5361fc54e938419261e12837b13_1000) | | |
| 5.[Receivables](#i1142f5361fc54e938419261e12837b13_169) | | | [119](#i1142f5361fc54e938419261e12837b13_169) | | |
| 9.[Future Policy Benefits Reserves](#i1142f5361fc54e938419261e12837b13_928) | | | [136](#i1142f5361fc54e938419261e12837b13_928) | | |
| 10.[Leases](#i1142f5361fc54e938419261e12837b13_187) | | | [138](#i1142f5361fc54e938419261e12837b13_187) | | |
| 11.[Income Taxes](#i1142f5361fc54e938419261e12837b13_190) | | | [139](#i1142f5361fc54e938419261e12837b13_190) | | |
| 12.[Debt](#i1142f5361fc54e938419261e12837b13_196) | | | [142](#i1142f5361fc54e938419261e12837b13_196) | | |
| 13.[Shareholders’ Equity](#i1142f5361fc54e938419261e12837b13_199) | | | [144](#i1142f5361fc54e938419261e12837b13_199) | | |
| 14.[Revenue from Contracts with Customers](#i1142f5361fc54e938419261e12837b13_205) | | | [145](#i1142f5361fc54e938419261e12837b13_205) | | |
| 15.[Statutory Accounting Practices](#i1142f5361fc54e938419261e12837b13_211) | | | [146](#i1142f5361fc54e938419261e12837b13_211) | | |
| 16.[Benefit Plans](#i1142f5361fc54e938419261e12837b13_214) | | | [147](#i1142f5361fc54e938419261e12837b13_214) | | |
| 17.[Reinsurance](#i1142f5361fc54e938419261e12837b13_217) | | | [154](#i1142f5361fc54e938419261e12837b13_217) | | |
| 18.[Legal Proceedings](#i1142f5361fc54e938419261e12837b13_220) | | | [155](#i1142f5361fc54e938419261e12837b13_220) | | |
| 19.[Commitments and Contingencies](#i1142f5361fc54e938419261e12837b13_223) | | | [156](#i1142f5361fc54e938419261e12837b13_223) | | |
| 20.[Supplemental Quarterly Information](#i1142f5361fc54e938419261e12837b13_1080) (Unaudited) | | | [157](#i1142f5361fc54e938419261e12837b13_1080) | | |
| 21.[Segments](#i1142f5361fc54e938419261e12837b13_226) | | | [157](#i1142f5361fc54e938419261e12837b13_226) | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
February 6, 2024
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
Change in Accounting Principle
As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for measurement and disclosure of long-duration contracts effective January 1, 2023, using the modified retrospective method applied as of the transition date of January 1, 2021, due to adoption of ASU 2018-12, Financial Services-Insurance (Topic 944): *Targeted Improvements to the Accounting For Long-Duration Contracts*.
Estimating
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
◦We evaluated the judgments made by management in setting assumptions, including comparing those assumptions to the Company’s historical experience used as the basis for setting those assumptions.
◦For a sample of policies, we evaluated management’s estimate of future cash flows.
This included confirming that assumptions were applied as intended.
New York, New York
February 6, 2024
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| Other assets | | | 4,147 | | | | | | 4,014 | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| Future policy benefits | | | 13,959 | | | | | | 13,480 | | |
| Total liabilities | | | 62,672 | | | | | | 60,366 | | |
| Retained earnings | | | 15,617 | | | | | | 14,931 | | |
| Accumulated other comprehensive loss | | | (2,497) | | | | | | (3,320) | | |
| | | | 15,711 | | | | | | 14,361 | | |
| Noncontrolling interests | | | 821 | | | | | | 852 | | |
| Total equity | | | 16,525 | | | | | | 15,201 | | |
| 2.[Divestitures and Deconsolidation](#iacf5306437c24683a307258b9cd75027_151) | | | [98](#iacf5306437c24683a307258b9cd75027_151) | | |
| 3.[Investments](#iacf5306437c24683a307258b9cd75027_154) | | | [99](#iacf5306437c24683a307258b9cd75027_154) | | |
| 4.[Fair Value](#iacf5306437c24683a307258b9cd75027_157) | | | [106](#iacf5306437c24683a307258b9cd75027_157) | | |
| 5.[Receivables](#iacf5306437c24683a307258b9cd75027_172) | | | [112](#iacf5306437c24683a307258b9cd75027_172) | | |
| 9.[Leases](#iacf5306437c24683a307258b9cd75027_190) | | | [130](#iacf5306437c24683a307258b9cd75027_190) | | |
| 10.[Income Taxes](#iacf5306437c24683a307258b9cd75027_193) | | | [131](#iacf5306437c24683a307258b9cd75027_193) | | |
| 11.[Debt](#iacf5306437c24683a307258b9cd75027_199) | | | [135](#iacf5306437c24683a307258b9cd75027_199) | | |
| 12.[Shareholders’ Equity](#iacf5306437c24683a307258b9cd75027_202) | | | [137](#iacf5306437c24683a307258b9cd75027_202) | | |
| 13.[Revenue from Contracts with Customers](#iacf5306437c24683a307258b9cd75027_208) | | | [138](#iacf5306437c24683a307258b9cd75027_208) | | |
| 14.[Statutory Accounting Practices](#iacf5306437c24683a307258b9cd75027_214) | | | [139](#iacf5306437c24683a307258b9cd75027_214) | | |
| 15.[Benefit Plans](#iacf5306437c24683a307258b9cd75027_217) | | | [140](#iacf5306437c24683a307258b9cd75027_217) | | |
| 16.[Reinsurance](#iacf5306437c24683a307258b9cd75027_220) | | | [147](#iacf5306437c24683a307258b9cd75027_220) | | |
| 17.[Legal Proceedings](#iacf5306437c24683a307258b9cd75027_223) | | | [148](#iacf5306437c24683a307258b9cd75027_223) | | |
| 18.[Commitments and Contingencies](#iacf5306437c24683a307258b9cd75027_226) | | | [149](#iacf5306437c24683a307258b9cd75027_226) | | |
| 19.[Segments](#iacf5306437c24683a307258b9cd75027_229) | | | [149](#iacf5306437c24683a307258b9cd75027_229) | | |
| | | | 76 | | | | | |
| | | | 77 | | | | | |
February 7, 2023
A gross premium valuation (“GPV”) is performed annually to assess the adequacy of the LTC future policy benefit reserves.
The actuarial assumptions underlying the recorded LTC future policy benefit reserves are “locked-in” absent an indicated premium deficiency.
If the GPV indicates the recorded LTC future policy benefit reserves are not adequate (i.e. a premium deficiency exists), the assumptions are “unlocked” and the LTC future policy benefit reserves are increased to eliminate the premium deficiency.
Morbidity and persistency experience can be volatile while discount rates and premium rate increases can be difficult to predict.
◦We evaluated the key assumptions applied in the GPV analysis, including comparing those assumptions to the Company’s historical experience, underlying portfolio yield and market data.
◦We assessed the Company’s projection of future cash flows to evaluate the adequacy of recorded reserves using “locked-in” assumptions.
| | | | 14,610 | | | | | | 17,849 | | |
| Total | | | 12,663 | | | | | | 12,475 | | | | | | 14,047 | | |
| Comprehensive income (loss) | | | (2,755) | | | | | | 1,258 | | | | | | (564) | | |
| Balance, January 1, 2020, as adjusted | | | $ | 21,925 | | | | | $ | 3 | | | | | $ | 3,374 | | | | | $ | 15,818 | | | | | $ | (68) | | | | | $ | (13) | | | | | $ | 2,811 | |
| Net loss | | | (1,291) | | | | | | | | | | | | | | | | | | (931) | | | | | | | | | | | | | | | | | | (360) | | |
| Deconsolidation of Diamond Offshore | | | (1,087) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,087) | | |
| Retirement of treasury stock | | | — | | | | | | | | | | | | (256) | | | | | | (667) | | | | | | | | | | | | 923 | | | | | | | | |
| Net income | | | 1,703 | | | | | | | | | | | | | | | | | | 1,578 | | | | | | | | | | | | | | | | | | 125 | | |
| Balance, December 31, 2021 | | | $ | 19,175 | | | | | $ | 2 | | | | | $ | 2,885 | | | | | $ | 14,776 | | | | | $ | 186 | | | | | $ | (3) | | | | | $ | 1,329 | |
| Balance, December 31, 2021 | | | $ | 19,175 | | | | | $ | 2 | | | | | $ | 2,885 | | | | | $ | 14,776 | | | | | $ | 186 | | | | | $ | (3) | | | | | $ | 1,329 | |
| Balance, December 31, 2022 | | | $ | 15,478 | | | | | $ | 2 | | | | | $ | 2,748 | | | | | $ | 15,144 | | | | | $ | (3,284) | | | | | $ | (12) | | | | | $ | 880 | |
| Asset impairments | | | 33 | | | | | | 10 | | | | | | 810 | | |
| Deconsolidation of Diamond Offshore | | | | | | | | | | | | | | | (483) | | |
In the second quarter of 2020, Diamond Offshore Drilling, Inc. (“Diamond Offshore”), previously a 53% owned subsidiary, was deconsolidated from the Company’s consolidated financial statements.
To the extent that unrealized gains or losses on fixed maturity securities supporting structured settlements not funded by annuities would impact the reserve balance if realized, a related increase or decrease in Insurance reserves is recorded, after tax and noncontrolling interests, as a reduction or increase of net unrealized gains (losses), through Other comprehensive income (“Shadow Adjustments”).
Shadow Adjustments decreased $2.2 billion (after tax and noncontrolling interests) and $265 million (after tax and noncontrolling interests) for the years ended December 31, 2022 and 2021.
An excerpt. Shown here: 40 of 967 rewritten, 40 of 717 added and 40 of 282 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2023 filing and the FY2022 filing.
Item 9A. Controls and Procedures.
4 rewritten, 0 added, 0 removed, 5 unchanged
The Company’s management, including the Company’s principal executive officer (“CEO”) and principal financial officer (“CFO”) conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2022.][added: 2023.]
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, and the implementing rules of the Securities and Exchange Commission, the Company included a report of management’s assessment of the design and effectiveness of its internal control over financial reporting as part of this Annual Report on Form 10-K for the year ended December 31, [removed: 2022.][added: 2023.]
The independent registered public accounting firm of the Company also reported on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected or that are reasonably likely to materially affect the Company’s internal control over financial reporting.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 rewritten, 1 added, 1 removed, 4 unchanged
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
| | | | 162 | | | | | |
| | | | 154 | | | | | |
Item 10. Directors, Executive Officers and Corporate Governance.
2 rewritten, 0 added, 0 removed, 4 unchanged
This Code can be found on our website at www.loews.com and is available in print to any shareholder who requests a copy by writing to our Corporate Secretary at Loews Corporation, [removed: 667 Madison Avenue,] [added: 9 West 57th Street,] New York, N.Y. [removed: 10065-8087.][added: 10019-2714.]
Additional information required by this Item can be found in our Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders to be filed with the SEC within 120 days after December 31, [removed: 2022] [added: 2023] (the [removed: “2023] [added: “2024] Proxy Statement”) and is incorporated herein by reference.
Item 11. Executive Compensation.
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item can be found in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
1 rewritten, 0 added, 0 removed, 1 unchanged
Additional information required by this item can be found in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this Item can be found in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
2 rewritten, 1 added, 1 removed, 3 unchanged
Information required by this Item can be found in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
| | | | 163 | | | | | |
| | | | 155 | | | | | |
Item 15. Exhibits and Financial Statement Schedules.
15 rewritten, 9 added, 4 removed, 111 unchanged
| Schedule I–Condensed financial information of Registrant as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [162](#iacf5306437c24683a307258b9cd75027_277)] [added: [170](#i1142f5361fc54e938419261e12837b13_274)] | | |
| Schedule V–Supplemental information concerning property and casualty insurance operations as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [164](#iacf5306437c24683a307258b9cd75027_280)] [added: [172](#i1142f5361fc54e938419261e12837b13_277)] | | |
| | | | [removed: [Restated Certificate] [added: [By-Laws] of [removed: Incorporation] [added: Registrant as amended and restated as] of [removed: Registrant, dated August 11, 2009,] [added: November 8, 2022,] incorporated herein by reference to Exhibit [removed: 3.1] [added: 3.02] to Registrant’s Report on Form [removed: 10-Q for the quarter ended September 30, 2009,] [added: 8-K] filed with the SEC on November [removed: 2, 2009] [added: 8, 2022] (File No. [removed: 001-06541)](https://www.sec.gov/Archives/edgar/data/60086/000119312509220059/dex31.htm)] [added: 001-06541)](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm)] | | | [removed: 3.01] [added: 3.02] | | |
| | | | [removed: [By-Laws] [added: [Form] of [removed: Registrant as amended](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm) [and restated](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm) [as of](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm) [November 8](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm)[, 2022,](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm) [incorporated] [added: Director Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1004-q42022.htm)[,](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1004-q42022.htm) [](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1004-q42022.htm)[incorporated] herein by reference to Exhibit [removed: 3.02 to] [added: 10.0](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1004-q42022.htm)[4](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1004-q42022.htm) [to] Registrant’s Report on Form [removed: 8-K] [added: 10-K for the year ended December 31, 2022,] filed with the SEC [removed: on](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm) [November 8](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm) [(File] [added: on February 7, 2023 (File] No. [removed: 001-06541)](https://www.sec.gov/Archives/edgar/data/60086/000006008622000111/exhibit302by-laws11082022.htm)] [added: 001-06541)](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1004-q42022.htm)] | | | [removed: 3.02] [added: 10.04+] | | |
| | | | Registrant hereby agrees to furnish to the Commission upon request copies of instruments with respect to [removed: long term] [added: long-term] debt, pursuant to Item 601(b)(4)(iii) of Regulation S-K | | | 4.02 | | |
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
| | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm) [Performance-Based] [added: of Performance-Based] Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[,](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm) [](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[incorporated her](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[ein by reference](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm) [to Exhibit 10.02](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm) [to Registrant](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[’](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[s Report on Form 10-K for the year en](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[ded December 31, 2022, fil](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[ed with the SEC on F](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[ebruary 7, 2023](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm) [(File No](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[.](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm) [001-06541)](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)] | | | [removed: 10.02*+] [added: 10.02+] | | |
| | | | [removed: [Form](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm) [o](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm)[f](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm) [Time-Vesting] [added: [Form of Time-Vesting] Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm)[,](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm) [](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm)[incorporated herein by reference to Exhibit 10.0](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm)[3](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm) [to Registrant’s Report on Form 10-K for the year ended December 31, 2022, filed with the SEC](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm) [n February 7, 2023 (File No. 001-06541)](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm)] | | | [removed: 10.03*+] [added: 10.03+] | | |
| | | | [List of subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit2101-q42022.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit2101-q42023.htm)] | | | 21.01* | | |
| | | | [Consent of Deloitte & Touche [removed: LLP](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit2301-q42022.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit2301-q42023.htm)] | | | 23.01* | | |
| (24) | | | [Power of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit2401-q42022.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit2401-q42023.htm)] | | | 24.01* | | |
| | | | [Certification by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) and Rule [removed: 15d-14](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit3101-q42022.htm) [(a)] [added: 15d-14 (a)] of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit3101-q42022.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit3101-q42023.htm)] | | | 31.01* | | |
| | | | [Certification by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit3102-q42022.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit3102-q42023.htm)] | | | 31.02* | | |
| | | | [Certification by the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of [removed: 2002)](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit3201-q42022.htm)] [added: 2002)](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit3201-q42023.htm)] | | | 32.01* | | |
| | | | [Certification by the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of [removed: 2002)](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit3202-q42022.htm)] [added: 2002)](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit3202-q42023.htm)] | | | 32.02* | | |
inside
| | | | [Restated Certificate of Incorporation of Registrant, as amended as of May 9, 2023](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm) | | | 3.01* | | |
| | | | 164 | | | | | |
| | | | 165 | | | | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| | | | 166 | | | | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| (97) | | | [Loews Corporation Executive Incentive Compensation Clawback Policy, adopted May 9, 2023](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit9701-q42023.htm) | | | 97.01*+ | | |
| | | | | | | | | |
| | | | 156 | | | | | |
| | | | [Form of](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1004-q42022.htm) [Director Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1004-q42022.htm) | | | 10.04*+ | | |
| | | | 157 | | | | | |
| | | | 158 | | | | | |
Item 16. Form 10-K Summary.
52 rewritten, 42 added, 17 removed, 146 unchanged
*[Table of [removed: Contents](#iacf5306437c24683a307258b9cd75027_7)*][added: Contents](#i1142f5361fc54e938419261e12837b13_7)*]
| Dated: | | | February [removed: 7, 2023] [added: 6, 2024] | | | By | | | /s/ Jane J. Wang | | |
| Dated: | | | February [removed: 7, 2023] [added: 6, 2024] | | | By | | | * | | |
| Dated: | | | February [removed: 7, 2023] [added: 6, 2024] | | | By | | | [removed: *] [added: *] | | |
| December 31 | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022 (a)] | | |
| Current assets, principally investment in [removed: short term] [added: short-term] instruments | | | $ | [removed: 2,810] [added: 2,149] | | | | | $ | [removed: 2,818] [added: 2,810] | |
| Investments in securities | | | [removed: 564] [added: 568] | | | | | | [removed: 734] [added: 564] | | |
| Investments in capital stocks of subsidiaries, at equity | | | [removed: 13,659] [added: 14,889] | | | | | | [removed: 16,794] [added: 13,410] | | |
| Other assets | | | [removed: 112] [added: 76] | | | | | | [removed: 20] [added: 112] | | |
| Current liabilities | | | $ | [removed: 626] [added: 102] | | | | | $ | [removed: 92] [added: 626] | |
| [removed: Long term] [added: Long-term] debt | | | [removed: 1,780] [added: 1,782] | | | | | | [removed: 2,278] [added: 1,780] | | |
| Deferred income tax and other | | | [removed: 141] [added: 94] | | | | | | [removed: 150] [added: 141] | | |
| Total liabilities | | | [removed: 2,547] [added: 1,978] | | | | | | [removed: 2,520] [added: 2,547] | | |
| Total liabilities and shareholders’ equity | | | $ | [removed: 17,145] [added: 17,682] | | | | | $ | [removed: 20,366] [added: 16,896] | |
| Year Ended December 31 | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022 (a)] | | | | | | [removed: 2020] [added: 2021 (a)] | | |
| Net investment income, interest and other | | | [removed: 1] [added: 131] | | | | | | [removed: 103] [added: 1] | | | | | | [removed: 65] [added: 103] | | |
| Investment loss | | | | | | | | | [removed: (15)] | | | | | | [removed: (1,211)] [added: (15)] | | |
| Administrative | | | [removed: 84] [added: 119] | | | | | | [removed: 93] [added: 84] | | | | | | [removed: 98] [added: 93] | | |
| Interest | | | [removed: 89] [added: 80] | | | | | | 89 | | | | | | [removed: 83] [added: 89] | | |
| Total | | | [removed: 173] [added: 199] | | | | | | [removed: 182] [added: 173] | | | | | | [removed: 181] [added: 182] | | |
| Income tax benefit | | | [removed: 31] [added: 1] | | | | | | [removed: 17] [added: 31] | | | | | | [removed: 276] [added: 17] | | |
| Equity in other comprehensive income (loss) of subsidiaries | | | [removed: (3,470)] [added: 884] | | | | | | [removed: (395)] [added: (2,000)] | | | | | | [removed: 649] [added: 196] | | |
| Total comprehensive income (loss) | | | $ | [removed: (2,458)] [added: 2,318] | | | | | $ | [removed: 1,183] [added: (1,178)] | | | | | $ | [removed: (282)] [added: 1,758] | |
| Provision for deferred income taxes | | | [removed: (49)] [added: (4)] | | | | | | [removed: 7] [added: (49)] | | | | | | [removed: (196)] [added: 7] | | |
| Receivables | | | [removed: (11)] [added: 10] | | | | | | [added: (11)] | | | | | | | | |
| Accounts payable and accrued liabilities | | | [removed: (47)] [added: (9)] | | | | | | [removed: (48)] [added: (47)] | | | | | | [removed: (38)] [added: (48)] | | |
| Trading securities | | | [removed: 153] [added: 576] | | | | | | [removed: (69)] [added: 153] | | | | | | [removed: (566)] [added: (69)] | | |
| Other, net | | | [removed: 39] [added: 109] | | | | | | [removed: 82] [added: 39] | | | | | | [removed: 44] [added: 82] | | |
| | | | [removed: 904] [added: 1,604] | | | | | | [removed: 745] [added: 904] | | | | | | [removed: 358] [added: 745] | | |
| Investments in and advances to subsidiaries | | | [removed: (137)] [added: (217)] | | | | | | [removed: 385] [added: (137)] | | | | | | [removed: (169)] [added: 385] | | |
| Change in investments, primarily [removed: short term] [added: short-term] | | | [removed: 30] [added: 29] | | | | | | [removed: 72] [added: 30] | | | | | | [removed: 326] [added: 72] | | |
| Other | | | [removed: (9)] [added: (11)] | | | | | | [added: (9)] | | | | | | | | |
| | | | [removed: (116)] [added: (199)] | | | | | | [removed: 457] [added: (116)] | | | | | | [removed: 157] [added: 457] | | |
| Dividends paid | | | [removed: (61)] [added: (57)] | | | | | | [removed: (65)] [added: (61)] | | | | | | [removed: (70)] [added: (65)] | | |
| Purchases of treasury shares | | | [removed: (729)] [added: (849)] | | | | | | [removed: (1,136)] [added: (729)] | | | | | | [removed: (923)] [added: (1,136)] | | |
| Other | | | [removed: (7)] [added: (5)] | | | | | | [removed: (4)] [added: (7)] | | | | | | [removed: (5)] [added: (4)] | | |
| | | | [removed: (797)] [added: (1,411)] | | | | | | [removed: (1,205)] [added: (797)] | | | | | | [removed: (503)] [added: (1,205)] | | |
| Net change in cash | | | [removed: (9)] [added: (6)] | | | | | | [removed: (3)] [added: (9)] | | | | | | [removed: 12] [added: (3)] | | |
| Cash, beginning of year | | | [removed: 19] [added: 10] | | | | | | [removed: 22] [added: 19] | | | | | | [removed: 10] [added: 22] | | |
| Cash, end of year | | | $ | [removed: 10] [added: 4] | | | | | $ | [removed: 19] [added: 10] | | | | | $ | [removed: 22] [added: 19] | |
| | | | 167 | | | | | |
| Dated: | | | February 6, 2024 | | | By | | | * | | |
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| | | | 168 | | | | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| Dated: | | | February 6, 2024 | | | By | | | * | | |
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| Dated: | | | February 6, 2024 | | | By | | | * | | |
| | | | | | | | | | (Jonathan C. Locker, Director) | | |
| Dated: | | | February 6, 2024 | | | By | | | * | | |
| Dated: | | | February 6, 2024 | | | By | | | * | | |
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| | | | 169 | | | | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| Total assets | | | $ | 17,682 | | | | | $ | 16,896 | |
| Shareholders’ equity | | | 15,704 | | | | | | 14,349 | | |
| Equity in income of subsidiaries (b) | | | $ | 1,501 | | | | | $ | 963 | | | | | $ | 1,639 | |
| Total | | | 1,632 | | | | | | 964 | | | | | | 1,727 | | |
| Income before income tax | | | 1,433 | | | | | | 791 | | | | | | 1,545 | | |
| Net income | | | 1,434 | | | | | | 822 | | | | | | 1,562 | | |
| | | | 170 | | | | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| Year Ended December 31 | | | 2023 | | | | | | 2022 (a) | | | | | | 2021 (a) | | |
| Net income | | | $ | 1,434 | | | | | $ | 822 | | | | | $ | 1,562 | |
| Equity method investees | | | (512) | | | | | | (3) | | | | | | (804) | | |
| Investment loss | | | | | | | | | | | | | | | 15 | | |
| Payment of debt | | | (500) | | | | | | | | | | | | | | |
| (a) | | | As of January 1, 2023, ASU 2018-12 was adopted using the modified retrospective method applied as of the transition date of January 1, 2021. Prior period amounts presented in the financial statements have been adjusted to reflect application of the new guidance. For additional information see Notes 1 and 9 of the Notes to Consolidated Financial Statements included under Item 8. | | |
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| | | | 171 | | | | | |
*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*
| December 31 | | | 2023 | | | | | | 2022 (a) | | |
| Year Ended December 31 | | | 2023 | | | | | | 2022 (a) | | | | | | 2021 (a) | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | 159 | | | | | |
| | | | 160 | | | | | |
| | | | | | | | | | (Philip A. Laskawy, Director) | | |
| | | | 161 | | | | | |
| Total assets | | | $ | 17,145 | | | | | $ | 20,366 | |
| Shareholders’ equity | | | 14,598 | | | | | | 17,846 | | |
| Equity in income of subsidiaries (a) | | | $ | 1,153 | | | | | $ | 1,655 | | | | | $ | 120 | |
| Total | | | 1,154 | | | | | | 1,743 | | | | | | (1,026) | | |
| Income (loss) before income tax | | | 981 | | | | | | 1,561 | | | | | | (1,207) | | |
| Net income (loss) | | | 1,012 | | | | | | 1,578 | | | | | | (931) | | |
| | | | 162 | | | | | |
| Net income (loss) | | | $ | 1,012 | | | | | $ | 1,578 | | | | | $ | (931) | |
| Equity method investees | | | (193) | | | | | | (820) | | | | | | 834 | | |
| Loss on deconsolidation | | | | | | | | | 15 | | | | | | 1,211 | | |
| Issuance of debt | | | | | | | | | | | | | | | 495 | | |
| | | | 163 | | | | | |
| | | | 164 | | | | | |
An excerpt. Shown here: 40 of 52 rewritten, 40 of 42 added and all 17 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary. in the FY2023 filing and the FY2022 filing.