Loews (L) 10-K risk factor changes: FY2024 vs FY2023

These risks and uncertainties could lead to events or circumstances that have a material adverse effect on our business, results of operations, cash flows, financial condition [removed: or] [added: and/or] equity and/or the business, results of operations, cash flows, financial condition, [removed: or] [added: and/or] equity of one or more of our subsidiaries.

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CNA is subject to the uncertain effects of emerging and potential claims and coverage issues that arise as industry practices and legal, judicial, [added: geopolitical,] social, economic and other environmental conditions change.

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 [added: claims, and the impact of social inflation has, and may continue to, increase the severity of these] claims.

Key actuarial assumptions include morbidity, [removed: persistency (inclusive of mortality),] [added: persistency,] anticipated future premium rate increases and expenses.

The reserves are discounted using upper-medium grade fixed income [removed: instrument yields as of each reporting date.]

Morbidity and persistency [removed: experience, inclusive of mortality,] [added: experience] can be volatile and may be negatively affected by many factors [removed: including, but not limited to,] [added: including] policyholder behavior, judicial decisions regarding policy terms, socioeconomic factors, cost of care inflation, changes in health trends and advances in medical care.

This risk [removed: is] [added: may be] more significant for CNA’s long-term care products [removed: because] [added: when] the long potential duration of the policy obligations exceeds the duration of the supporting investment assets.

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

In addition, longer-term natural catastrophe trends may be changing and new types of catastrophe losses may be developing due to climate change, its associated extreme weather events linked to rising temperatures and its effects on global weather patterns, greenhouse gases, sea, land and air temperatures, sea levels, rain, [added: drought,] hail and snow.

Climate studies by government agencies, academic institutions, catastrophe modeling organizations and other groups indicate that climate change may be altering the frequency and/or severity of catastrophic weather events, such as hurricanes, tornadoes, windstorms, [removed: floods] [added: earthquakes, hail, severe winter weather, droughts, fires] and [removed: other natural disasters.][added: floods.]

CNA has experienced, and may continue to experience, [removed: 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 COVID-19 pandemic and mitigating actions taken by its customers and governmental authorities in response to its spread.

These lines include primarily [removed: healthcare professional liability, workers’ compensation,] commercial property-related business interruption coverage, [added: healthcare professional liability,] management liability (directors and officers, employment practices and professional liability lines) and [removed: trade credit.][added: workers’ compensation.]

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

The cumulative amount ceded under the loss portfolio transfer as of December 31, [removed: 2023 is $3.6] [added: 2024 was $3.7] billion.

CNA faces potential exposure to various types of existing, new and emerging mass tort claims including, those related to exposure to potentially harmful products or substances, such as glyphosate, lead paint, per- and polyfluoroalkyl substances (“PFAS”) and opioids; [added: sexual abuse and molestation claims,] claims arising from changes that expand the right to sue, remove limitations on recovery, extend the statutes of limitations or otherwise repeal or weaken tort reforms, such as those related to abuse reviver statutes, including New York reviver statutes; and claims related to new and emerging theories of liability, such as those related to global warming and climate change.

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

This includes agents, brokers and managing general underwriters who may increasingly compete with [removed: CNA to the extent that] [added: CNA, including as a result of] markets [removed: continue] [added: continuing] to provide them with direct access to [removed: 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 [added: remain competitive, particularly in obtaining pricing that is both attractive to CNA’s customer base and risk appropriate to CNA.]

CNA markets its insurance products worldwide primarily through independent insurance agents, insurance brokers and managing general underwriters who also promote and distribute the products of CNA’s [removed: competitors.][added: competitors, and in certain cases their own products.]

Any change in CNA’s relationships with its distribution network agents, brokers or managing general underwriters, including as a result of consolidation or their increased promotion and distribution of CNA’s competitors’ [added: or their own] products, could adversely affect CNA’s ability to sell its products.

For example, more insurers are utilizing [added: or may begin utilizing] “big data” analytics [added: or artificial intelligence] to make underwriting [removed: and] [added: or] other decisions that impact product design and pricing.

CNA’s efforts or the efforts of agents and brokers with respect to new products or alternate distribution channels, as well as changes in the way agents and brokers utilize greater levels of data and technology, [added: including artificial intelligence,] could adversely impact CNA’s business relationships with independent agents and brokers who currently market its products, resulting in a lower volume and/or profitability of business generated from these sources.

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

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

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

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

Breaches have occurred, and may occur again, in CNA’s systems and in the systems of its vendors and [removed: third party administrators.][added: third-party administrators, both current and former, in that past vendors and third-party administrators may still retain certain confidential and sensitive information in their systems.]

[removed: Such a breach] [added: Breaches] could affect CNA’s data framework or cause a failure to protect the personal information of its customers, claimants or employees, or sensitive and confidential information regarding its business or policyholders and may result in operational impairments and financial losses, significant harm to its reputation and the loss of business with existing or potential customers.

This incident resulted in required breach notifications to CNA’s [added: impacted] long-term care policyholders, with such notifications made by the subject vendor.

While CNA does not believe such [removed: notifications] [added: breaches that have occurred] and resultant actions will have a material adverse effect on its business, [removed: this] [added: these] or similar incidents, or any other such breach of CNA’s or its vendors’ data security infrastructure could have a material adverse effect on its business, results of operations and financial condition.

Although CNA currently has no indication that the impacted data has been misused, or that CNA or its policyholder data was specifically targeted by the [added: unauthorized third party, it may be subject to subsequent investigations, claims or actions in addition to other costs, fines, penalties, or other obligations related to impacted data, whether or not such data is misused.]

The risks relating to future breaches in CNA’s, or its vendors’ data security [removed: infrastructure,] [added: infrastructure or systems,] including in connection with cyber incidents, could have a material adverse effect on its business, results of operations or financial condition or may result in [added: significant] operational impairments and financial losses, as well as significant harm to CNA’s reputation.

Any losses relating to such non-compliant activity could [added: materially] adversely affect CNA’s business, results of operations and financial condition.

Current rules, including those promulgated by insurance regulators and specialized markets such as Lloyd’s, require companies to maintain statutory capital and surplus at a specified minimum level determined using the applicable jurisdiction’s regulatory capital [removed: adequacy formula.]

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

In addition, rules and regulations [removed: have recently been] [added: are being] introduced, or are being considered, in the areas of [added: artificial intelligence,] information security and [removed: ESG,] [added: climate change,] which may also affect CNA’s business.

[removed: CNA also is subject to numerous regulations governing the protection of personal] and confidential information of its [removed: clients] [added: customers] and employees, including medical records, credit card data and financial information.

[added: These laws] and regulations, including regulations related to cybersecurity protocols (which continue to evolve in breadth, sophistication and maturity in response to an ever-evolving threat landscape), are increasing in complexity and number, change frequently, sometimes conflict, and could expose CNA to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.

[removed: In response to climate change, regulators] [added: Regulators] at the federal, state and international level [removed: also] [added: have adopted or may adopt new regulations related to, among other matters, climate change and greenhouse emissions, and] could impose new regulations requiring disclosure of underwriting or investment in certain industry sectors.

Any imposition of significant tariffs by the U.S., as well as any related retaliatory tariffs, may result in considerable increases in certain costs that would increase the cost of claims.

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instrument yields as of each reporting date.

CNA

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providers of capital seeking exposure to insurance risk.

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Any imposition of significant tariffs by the U.S., as well as any related retaliatory tariffs, may adversely impact the general economy and the financial markets, and adversely affect the valuation of CNA’s investments.

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The sophistication of cybersecurity threats continues to escalate, and the measures CNA takes to mitigate the risk of cyber incidents and to safeguard its systems and data may be insufficient.

Further, the increasing use of artificial intelligence, both within CNA’s systems to achieve operational efficiencies and within threat actors’ attack strategies, may further expose its systems to the risk of cyber-attacks.

During the third quarter of 2024, CNA was notified of a data breach resulting from a ransomware attack that impacted a former vendor.

In the same quarter, CNA was notified of a data breach resulting from a ransomware attack that impacted a current vendor.

This incident resulted in required breach notifications to impacted individuals, which included insurance claimants and their representatives, with such notifications made by the subject vendor.

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For IAIGs, such as CNA, the standards also seek to quantify risk across the insurance group in order to assess group capital.

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adequacy formula.

CNA also is subject to numerous regulations governing the protection of personal

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Although the Biden Administration has taken legislative, regulatory and executive action to address climate change, policy priorities, such as climate change, are likely to change with the new presidential administration.

In November 2024, the EPA issued a final rule implementing the methane emissions fee; however, Boardwalk Pipelines cannot predict if Congress may take action to repeal or revise the IRA, with respect to the methane emissions fee.

Additionally, the EPA regulates GHGs, including methane and carbon dioxide, under the CAA and has implemented various permitting, reporting and technology-based requirements to reduce GHG emissions by the oil and gas sectors.

Fines and penalties for violations of these rules can be substantial and compliance with the new rules may affect the amount Boardwalk Pipelines owes under the IRA.

The EPA's final methane rules are currently being challenged by 23 states and a coalition of industry groups in the U.S. Circuit Court of Appeals for the D.C. Circuit.

However, on January 20, 2025, President Trump signed an Executive Order once again withdrawing the U.S. from the Paris Agreement and from any other commitments made under the United Nations Framework Convention on Climate Change.

Additionally, President Trump revoked any purported financial commitment made by the U.S. pursuant to the same.

The full impact these actions may have upon Boardwalk Pipelines’ business or financial condition is uncertain at this time.

However, on his first day in office, President Trump signed several Executive Orders rescinding many of the previous administration’s climate-related initiatives, that included many of the actions noted above.

Boardwalk Pipelines cannot predict what additional actions the Trump Administration may take with respect to these matters or the timing for such actions.

While Boardwalk Pipelines cannot predict how or to what extent

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However, the future of the SEC climate change rule is uncertain given that its implementation has been stayed pending the outcome of legal challenges; moreover, the SEC under the Trump Administration may seek to repeal or revoke the rule, though Boardwalk Pipelines cannot predict whether such action will occur or its timing.

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Five safety standards included in that rule were challenged by industry trade groups, and in August 2024, the U.S. Court of Appeals for the D.C. Circuit struck down four of the five challenged safety standards.

The construction of new

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Additionally, the possibility of implementing trade tariffs under the Trump Administration could impact some of Boardwalk Pipelines’ pricing and availability of materials with some of its suppliers.

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remain competitive, particularly in obtaining pricing that is both attractive to CNA’s customer base and risk appropriate to CNA.

Some of these investments are a direct result of the March 2021 cybersecurity attack, described in the immediately following risk factor, which are not recoverable under existing insurance coverage.

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.

unauthorized third party, it may be subject to subsequent investigations, claims or actions in addition to other costs, fines, penalties, or other obligations related to impacted data, whether or not such data is misused.

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

The NAIC also developed the GCC and AM approach to assessing group capital as an alternative to the ICS developed by the IAIS.

The development and adoption of these capital standards could increase CNA’s prescribed capital requirement, the level at which regulatory scrutiny intensifies, as well as significantly increase its cost of regulatory compliance.

These laws

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.

For example, in August 2022, the Inflation Reduction Act of 2022 (“IRA”) passed which advanced numerous climate-related objectives.

Additionally, the EPA has issued several rules regulating GHGs following the U.S. Supreme Court finding that GHGs are air pollutants under the CAA and the EPA’s own endangerment finding for certain GHGs, including carbon dioxide and methane.

The EPA regulates GHGs through various requirements, including permitting for GHG emissions from large stationary sources, annual reporting on GHG emissions from oil and gas facilities, New Source Performance Standards restricting methane emissions from new facilities in the natural gas sector, and GHG emissions limits on vehicles (together with the DOT).

The EPA’s regulation of methane emissions has undergone significant changes.

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 April 2021, President Biden announced a new target for the U.S. to reduce GHG emissions 50%-52% from 2005 levels by 2030.

In November 2021, the U.S. joined other nations for the 26th Conference of the Parties to the United Nations Framework Convention on Climate Change (COP26), during which nations including the U.S. made various commitments, including the Global Methane Pledge to reduce methane emissions 30% from 2020 levels by 2030.

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.

The impact of the Paris Agreement, COP26, COP28 or other international conventions cannot be predicted at this time, and it is unclear what additional initiatives may be adopted or implemented, or whether similar efforts at future climate conferences will be successful and the potential resultant impact this may have upon Boardwalk Pipelines’ business or financial condition.

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.

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.

Many of the largest U.S. banks have made “net zero” carbon emission commitments and have announced that they will be assessing financed emissions across their portfolios and taking steps to quantify and reduce those emissions.

At COP26, the Glasgow Financial Alliance for Net Zero announced that commitments from over 450 firms across 45 countries had resulted in over $130 trillion in capital committed to net zero goals.

Financial institutions could be required to adopt policies that limit funding for fossil fuel energy companies.

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.

A final rule is expected to be released in 2024, but Boardwalk Pipelines cannot predict the final form and substance of the rule and its requirements.

Separately, the SEC has also announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege that an issuer’s existing climate disclosures are misleading or deficient.

PHMSA has revised its standards from time-to-time.

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

Certain aspects of that rule are currently in court review.

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

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

realization of potential LNG exports and demand growth within the power generation market.

Further, due to the lengthy

Loews Hotels &

the future could result in the incurrence of a contingent liability that would be payable in an amount and at such time (or over a period of time) that would vary based on a number of factors at the time of (and after) withdrawal.

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

[removed: With the exception of the discussions of Consolidated Financial Results, CNA Financial and Other Insurance Operations, as a result of the adoption Accounting Standards Update (“ASU”) 2018-12, “Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts,” (“ASU 2018-12”),] [added: For] a discussion of changes in results of operations comparing the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] for Loews Corporation and its subsidiaries [removed: may be found in] [added: see] Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] filed with the SEC on February [removed: 7, 2023.][added: 6, 2024.]

For additional information see [removed: Notes 1 and 9] [added: Note 16] of the Notes to Consolidated Financial Statements included under Item 8.

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The following table summarizes net income (loss) attributable to Loews Corporation by segment and the basic and diluted net income per share attributable to Loews Corporation for the years ended December 31, [removed: 2023, 2022] [added: 2024] and [removed: 2021:][added: 2023:]

| [removed: Year] [added: Year] Ended December [removed: 31] [added: 31, 2023] | | | [removed: 2023] | | | | | | [removed: 2022 (a)] | | | | | | [removed: 2021 (a)] | | | [added: | | | | | | | | | | | | | | | | | |]

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

| CNA Financial | | | $ | [removed: 1,094 | | | | | $ | 612] [added: 879] | | | | | $ | [removed: 1,061] [added: 1,094] | |

| Boardwalk Pipelines | | | [removed: 283 | | | | | | 247] [added: 413] | | | | | | [removed: 235] [added: 283] | | |

| Loews Hotels & Co | | | [removed: 147 | | | | | | 117] [added: 70] | | | | | | [removed: (14)] [added: 147] | | |

| Net income attributable to Loews Corporation | | | $ | [removed: 1,434 | | | | | $ | 822] [added: 1,414] | | | | | $ | [removed: 1,562] [added: 1,434] | |

| Basic net income per share | | | $ | [removed: 6.30 | | | | | $ | 3.39] [added: 6.42] | | | | | $ | [removed: 6.02] [added: 6.30] | |

| Diluted net income per share | | | $ | [removed: 6.29 | | | | | $ | 3.38] [added: 6.41] | | | | | $ | [removed: 6.00] [added: 6.29] | |

[removed: 2023] [added: 2024] Compared with [removed: 2022][added: 2023]

Net income attributable to Loews Corporation for [removed: 2023] [added: 2024] was $1.4 billion, or [removed: $6.29] [added: $6.41] diluted net income per share, compared to net income attributable to Loews Corporation of [removed: $822 million,] [added: $1.4 billion,] or [removed: $3.38] [added: $6.29] diluted net income per share, in [removed: 2022.][added: 2023.]

[removed: Net income attributable to] [added: In addition,] Loews [removed: Corporation] [added: Hotels & Co’s results] for 2023 [removed: includes] [added: included] a [removed: $37 million after-tax charge for Corporate for the termination] [added: gain] of [removed: a non-contributory defined benefit pension plan and a] $36 million [removed: 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 following table summarizes the results of operations for CNA for the years ended December 31, [removed: 2023, 2022] [added: 2024] and [removed: 2021] [added: 2023] as presented in Note [removed: 21] [added: 20] of the Notes to Consolidated Financial Statements included under Item 8.

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

| Revenues: | | | | | | | | | | | | [removed: | | | | | |]

| Insurance premiums | | | $ | [removed: 9,480 | | | | | $ | 8,667] [added: 10,211] | | | | | $ | [removed: 8,175] [added: 9,480] | |

| Net investment income | | | [removed: 2,264 | | | | | | 1,805] [added: 2,497] | | | | | | [removed: 2,159] [added: 2,264] | | |

| [removed: Investment gains (losses)] [added: Investment (gains) losses] | | | [removed: (99)] [added: 31] | | | | | | [removed: (199)] [added: 44] | | | | | | [removed: 120] | | | [added: | | | 75 | | | | | | (11) | | | | | | 64 | | |]

| Non-insurance warranty revenue | | | [removed: 1,624 | | | | | | 1,574] [added: 1,609] | | | | | | [removed: 1,430] [added: 1,624] | | |

| Other revenues | | | [removed: 30 | | | | | | 32] [added: 34] | | | | | | [removed: 24] [added: 30] | | |

| Total | | | [removed: 13,299 | | | | | | 11,879] [added: 14,270] | | | | | | [removed: 11,908] [added: 13,299] | | |

| Expenses: | | | | | | | | | | | | [removed: | | | | | |]

| Insurance claims and policyholders’ benefits | | | [removed: 7,068 | | | | | | 6,653] [added: 7,738] | | | | | | [removed: 6,371] [added: 7,068] | | |

| Amortization of deferred acquisition costs | | | [removed: 1,644 | | | | | | 1,490] [added: 1,798] | | | | | | [removed: 1,443] [added: 1,644] | | |

| Non-insurance warranty expense | | | [removed: 1,544 | | | | | | 1,471] [added: 1,547] | | | | | | [removed: 1,328] [added: 1,544] | | |

| Other operating expenses | | | [removed: 1,398 | | | | | | 1,339] [added: 1,843] | | | | | | [removed: 1,191] [added: 1,398] | | |

| Interest | | | [removed: 127 | | | | | | 112] [added: 133] | | | | | | [removed: 113] [added: 127] | | |

| Total | | | [removed: 11,781 | | | | | | 11,065] [added: 13,059] | | | | | | [removed: 10,446] [added: 11,781] | | |

| Income before income tax | | | [removed: 1,518 | | | | | | 814] [added: 1,211] | | | | | | [removed: 1,462] [added: 1,518] | | |

| Income tax expense | | | [removed: (313) | | | | | | (133)] [added: (252)] | | | | | | [removed: (278)] [added: (313)] | | |

| Net income | | | [removed: 1,205 | | | | | | 681] [added: 959] | | | | | | [removed: 1,184] [added: 1,205] | | |

| Amounts attributable to noncontrolling interests | | | [removed: (111) | | | | | | (69)] [added: (80)] | | | | | | [removed: (123)] [added: (111)] | | |

| Net income attributable to Loews Corporation | | | $ | [removed: 1,094 | | | | | $ | 612] [added: 879] | | | | | $ | [removed: 1,061] [added: 1,094] | |

Net income attributable to Loews Corporation [removed: increased $482] [added: decreased $215] million for [removed: 2023] [added: 2024] as compared with [removed: 2022.][added: 2023.]

Net income attributable to Loews Corporation decreased [removed: $449] [added: by $77] million [removed: for 2022] [added: in 2024] as compared with [removed: 2021.][added: 2023.]

[removed: Lower net investment income was driven by unfavorable limited partnership and common stock results and] [added: CNA’s pretax] investment losses [removed: were] [added: decreased $18 million in 2024 as compared with 2023,] driven by [removed: net losses on fixed maturity securities and] the [removed: unfavorable] [added: favorable] change in fair value of non-redeemable preferred [removed: stock.][added: stock and lower net losses on disposals of fixed maturity securities, partially offset by higher impairment losses.]

| Corporate | | | 52 | | | | | | (90) | | |

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

Excluding CNA’s pension charge, net income attributable to Loews Corporation increased by 17% in 2024 compared to 2023 due to increases in net income at CNA and Boardwalk Pipelines and increased net investment income at the parent company, partially offset by a decrease in net income at Loews Hotels & Co. The increase at CNA is primarily due to higher net investment income driven by favorable returns from limited partnership and common stock investments and higher income from fixed income securities as a result of a larger invested asset base and favorable reinvestment rates and improved underlying underwriting results, partially offset by higher catastrophe losses.

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

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

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

| Investment losses | | | (81) | | | | | | (99) | | |

2024 Compared with 2023

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

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

and favorable reinvestment rates and improved underlying underwriting results.

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

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

Changes in estimates of claim and claim adjustment expense reserves, net of reinsurance, for prior years are defined as net prior year loss reserve development within this MD&A.

These changes can be favorable or unfavorable.

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

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

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

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

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

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

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

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

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

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

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

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

| Pension settlement losses | | | | | | | | | | | | | | | | | | | | | | | | | | | 293 | | | | | | 293 | | |

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

| Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net investment income | | | 626 | | | | | | 733 | | | | | | 131 | | | | | | 1,490 | | | | | | | | | | | | | | |

| Non-insurance warranty revenue | | | 62 | | | | | | | | | | | | | | | | | | 62 | | | | | | | | | | | | | | |

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

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

| Underwriting gain | | | 249 | | | | | | 171 | | | | | | 76 | | | | | | 496 | | | | | | | | | | | | | | |

| Effect of catastrophe losses | | | | | | | | | 318 | | | | | | 40 | | | | | | 358 | | | | | | | | | | | | | | |

| Underlying underwriting gain | | | $ | 241 | | | | | $ | 489 | | | | | $ | 110 | | | | | $ | 840 | | | | | | | | | | | | | |

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

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

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

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.

| | | | 44 | | | | | |

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

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

| Corporate | | | (90) | | | | | | (154) | | | | | | 280 | | |

| | | | | | |

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

| (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. | | |

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

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

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

2022 Compared with 2021

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

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

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

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

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

| | | | 45 | | | | | |

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

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

2022 Compared with 2021

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

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

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

| | | | 46 | | | | | |

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

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

| Gross written premiums | | | $ | 7,514 | | | | | $ | 5,170 | | | | | $ | 1,394 | | | | | $ | 14,078 | |

| Net written premiums | | | 3,306 | | | | | | 4,193 | | | | | | 1,164 | | | | | | 8,663 | | |

| Net earned premiums | | | 3,203 | | | | | | 3,923 | | | | | | 1,070 | | | | | | 8,196 | | |

| Underwriting gain | | | 366 | | | | | | 106 | | | | | | 87 | | | | | | 559 | | |

| Net investment income | | | 431 | | | | | | 488 | | | | | | 63 | | | | | | 982 | | |

| Core income | | | 668 | | | | | | 466 | | | | | | 106 | | | | | | 1,240 | | |

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

| Effect of catastrophe impacts | | | 0.1 | | | | | | 5.6 | | | | | | 2.2 | | | | | | 3.0 | | |

| Loss ratio | | | 57.4 | | % | | | | 66.4 | | % | | | | 59.5 | | % | | | | 62.0 | | % |

| Expense ratio | | | 31.0 | | | | | | 30.4 | | | | | | 32.3 | | | | | | 30.9 | | |

| Combined ratio | | | 88.6 | | % | | | | 97.3 | | % | | | | 91.8 | | % | | | | 93.2 | | % |

*[Table of [removed: Contents](#i1142f5361fc54e938419261e12837b13_7)*][added: Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*]

The sensitivity analysis estimates the change in the fair value of interest sensitive assets and liabilities that were held on December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] due to an instantaneous change in the yield of the security at the end of the period of 100 basis points, with all other variables held constant.

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

The impact of a 100 basis point increase in interest rates on fixed rate debt would result in a decrease in market value of [removed: $341] [added: $381] million and [removed: $344] [added: $341] million at December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

The impact of a 100 basis point decrease would result in an increase in market value of [removed: $363] [added: $401] million and [removed: $368] [added: $363] million at December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

At December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the impact of a 100 basis point increase in interest rates on variable rate debt, net of the effects of the swaps, would 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] with all other variables held constant.

Commodity price risk was measured assuming an instantaneous decrease of 20% from their levels at December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

The following tables present the estimated effects on the fair value of our and our subsidiaries’ financial instruments as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] 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: 2023] [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: 201] [added: 201] | | | | | [removed: $] [added: $] | [removed: (3)] [added: (3)] | | | | | | | |

| [removed: Equity] [added: Equity] securities – [removed: long] [added: long] | | | [removed: 366] [added: 366] | | | | | | | | | | | | [removed: $] [added: $] | [removed: (91)] [added: (91)] | |

| – short | | | [removed: (62)] [added: (88)] | | | | | | | | | | | | [removed: 15] [added: 22] | | |

| Options – purchased | | | [removed: 1] [added: 2] | | | | | | | | | | | | [removed: 35] [added: 44] | | |

| Other invested assets | | | [removed: 8] [added: 10] | | | | | | | | | | | | | | |

| [removed: Short-term investments] [added: Short-term investments] | | | [removed: 2,109] [added: 2,109] | | | | | | [removed: (6)] [added: (6)] | | | | | | | | |

| [removed: December] [added: December] 31, [removed: 2023] [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: Fixed maturities] [added: Fixed maturities] | | | [removed: $] [added: $] | [removed: 40,425] [added: 40,425] | | | | | [removed: $] [added: $] | [removed: (2,779)] [added: (2,779)] | | | | | [removed: $] [added: $] | [removed: (638)] [added: (638)] | | | | | | | |

| [removed: Equity securities] [added: Equity securities] | | | [removed: 683] [added: 683] | | | | | | [removed: (14)] [added: (14)] | | | | | | | | | | | | [removed: $] [added: $] | [removed: (48)] [added: (48)] | |

| [removed: Limited] [added: Limited] partnership [removed: investments] [added: investments] | | | [removed: 2,174] [added: 2,174] | | | | | | | | | | | | [removed: (1)] [added: (1)] | | | | | | [removed: (217)] [added: (217)] | | |

| Other invested assets | | | [removed: 81] [added: 85] | | | | | | | | | | | | [removed: (15)] [added: (16)] | | | | | | | | |

| [removed: Mortgage loans] [added: Mortgage loans] | | | [removed: 997] [added: 997] | | | | | | [removed: (34)] [added: (34)] | | | | | | | | | | | | | | |

| [removed: Short-term investments] [added: Short-term investments] | | | [removed: 2,287] [added: 2,287] | | | | | | [removed: (2)] [added: (2)] | | | | | | [removed: (38)] [added: (38)] | | | | | | | | |

| Other derivatives | | | [removed: 14] [added: 6] | | | | | | [removed: 4] [added: 1] | | | | | | [removed: 3] | | | | | | [removed: 29] [added: 40] | | |

| [removed: December] [added: December] 31, [removed: 2022] [added: 2024] | | | [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: 716] | | | | | [added: $] | [added: (6)] | | | | | | | |

| [removed: Equity] [added: Equity] securities – [removed: long] [added: long] | | | [removed: 465] [added: 403] | | | | | | | | | | | | [removed: $] [added: $] | [removed: (116)] [added: (101)] | |

| – 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: 2,180] | | | | | | [removed: $] [added: (5)] | [removed: (6)] | | | | | | | |

| [removed: December] [added: December] 31, [removed: 2022] [added: 2024] | | | [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: 674] [added: 659] | | | | | | [removed: (18)] [added: (15)] | | | | | | | | | | | | [removed: $] [added: $] | [removed: (46)] [added: (45)] | |

| [removed: Limited] [added: Limited] partnership [removed: investments] [added: investments] | | | [removed: 1,954] [added: 2,520] | | | | | | | | | | | | [added: (2)] | | | | | | [removed: (200)] [added: (252)] | | |

| Other invested assets | | | [removed: 78] [added: 81] | | | | | | | | | | | | [removed: (14)] [added: (15)] | | | | | | | | |

| [removed: Mortgage loans] [added: Mortgage loans] | | | [removed: 973] [added: 987] | | | | | | [removed: (38)] [added: (30)] | | | | | | | | | | | | | | |

| [removed: Short-term investments] [added: Short-term investments] | | | [removed: 2,182] [added: 2,426] | | | | | | [removed: (2)] [added: (1)] | | | | | | [removed: (41)] [added: (45)] | | | | | | | | |

| Other derivatives | | | [removed: 21] [added: 14] | | | | | | [removed: 6] [added: 4] | | | | | | [removed: 2] [added: 3] | | | | | | [removed: 42] [added: 29] | | |

The carrying value of the LFPB was [removed: $14.0] [added: $13.2] billion and [removed: $13.5] [added: $14.0] billion as of December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

The estimated decrease in the carrying value of the LFPB as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] due to an increase in yield rates of 100 basis points was [added: $1.3 billion and] $1.5 billion.

| | | | 78 | | | | | |

earnings or shareholders’ equity.

Credit Spread Risk – In the fourth quarter of 2024, we entered into credit default swap index transactions with a notional value of $2 billion that potentially benefit from widening investment grade credit spreads associated with the underlying securities that comprise the index.

In addition to our exposure to tightening investment grade credit spreads as a result of these transactions, carrying costs associated with maintaining the positions could adversely affect returns.

| | | | 79 | | | | | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

| Fixed maturities | | | $ | 41,111 | | | | | $ | (2,684) | | | | | $ | (651) | | | | | | | |

| | | | 80 | | | | | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

| Options – purchased | | | 1 | | | | | | | | | | | | 35 | | |

| | | | 81 | | | | | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

| | | | 74 | | | | | |

We have exposure to price risk as a result of Altium Packaging’s purchases of certain raw materials, such as high-density polyethylene, polycarbonate, polypropylene and polyethylene terephthalate resins in connection with the production of its products.

The purchase prices of these raw materials are determined based on prevailing market conditions.

Altium

| | | | 75 | | | | | |

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

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

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

| | | | 76 | | | | | |

| Fixed maturities | | | $ | 37,627 | | | | | $ | (2,603) | | | | | $ | (532) | | | | | | | |

| | | | 77 | | | | | |

We have four reportable segments comprised of three individual [added: consolidated] operating subsidiaries, CNA Financial Corporation, Boardwalk Pipeline Partners, LP and Loews Hotels Holding Corporation; and the Corporate segment.

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

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: 83.6%, 84.6%] [added: 81.5%, 83.6%] and [removed: 81.2%] [added: 84.6%] of our consolidated total revenue for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

*[Table of [removed: Contents](#i1142f5361fc54e938419261e12837b13_7)*][added: Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*]

CNA’s products and services are primarily marketed through independent agents, brokers and managing general underwriters to a wide variety of [removed: customers, including small, medium and large businesses, insurance companies, associations, professionals and other groups.]

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

[removed: Certain elements] [added: Elements] of ComFrame [removed: were] [added: have been] incorporated into regulatory guidelines issued by the National Association of Insurance Commissioners (“NAIC”) for application by regulators [removed: beginning] in [removed: 2023.][added: the U.S. 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.]

In addition, the U.S. and foreign regulatory environment in which CNA operates is continuously evolving, with both existing and prospective regulations that implicate aspects of its corporate governance, [removed: risk management practices,] public [removed: disclosures, ESG related issues,] [added: disclosures and risk management, climate change,] artificial intelligence and [removed: cybersecurity.][added: cybersecurity practices.]

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

Boardwalk Pipelines accounted for [removed: 10.3%,] [added: 11.8%,] 10.3% and [removed: 9.2%] [added: 10.3%] of our consolidated total revenue for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

Boardwalk Pipelines owns and operates approximately [removed: 13,455] [added: 13,445] miles of interconnected natural gas [removed: pipelines] [added: 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 [removed: also] owns and operates approximately [removed: 855] [added: 870] miles of [removed: NGL] [added: NGLs] pipelines in Louisiana and Texas.

In [removed: 2023,] [added: 2024,] its [added: natural gas] pipeline systems transported approximately 3.7 trillion cubic feet of natural [removed: gas and approximately 98.5 million barrels (“MMBbls”) of NGLs.][added: gas.]

Average daily throughput on Boardwalk Pipelines’ natural gas pipeline systems during [removed: 2023] [added: 2024] was approximately [removed: 10.0] [added: 10.2] billion cubic feet (“Bcf”).

Boardwalk Pipelines’ natural gas storage facilities are comprised of fourteen underground storage fields located in four states with aggregate working gas capacity of approximately [removed: 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.][added: 191.9 Bcf.]

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

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

The Gulf South Pipeline Company, LLC (“Gulf South”) pipeline system [removed: runs approximately 7,210 miles] [added: is located] along the Gulf Coast in the states of Oklahoma, Texas, Louisiana, Mississippi, Alabama and Florida.

The two natural gas storage facilities located in Louisiana and Mississippi have approximately 78.0 Bcf of working gas storage capacity and the eight salt dome natural gas storage [added: 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 [removed: system,] [added: system is] a bi-directional pipeline, [removed: runs approximately 5,970 miles and is] located in Louisiana, East Texas, Arkansas, Mississippi, Tennessee, Kentucky, Indiana and [removed: Ohio] [added: Ohio,] with smaller diameter lines extending into Illinois.

Texas Gas owns nine natural gas storage [removed: fields with 84.3 Bcf] [added: fields,] of [added: which it owns the majority of the] working [removed: gas storage capacity.][added: and base gas.]

These assets [removed: provide] [added: have] approximately [removed: 47.9] [added: 47.8] MMBbls of salt dome storage capacity, including approximately 7.6 Bcf of working natural gas storage capacity, significant brine supply infrastructure, and approximately 310 miles of pipeline [removed: assets.][added: assets, including an extensive ethylene distribution system.]

[removed: Louisiana Midstream] [added: Boardwalk Petrochemical] owns and operates the Evangeline [removed: Pipeline (“Evangeline”), which is] [added: Pipeline,] an approximately 180-mile [added: bi-directional, common carrier,] interstate ethylene pipeline that is capable of transporting approximately [removed: 4.2] [added: 4.8] billion pounds of ethylene per year between Texas and Louisiana, [removed: with interconnections] [added: and interconnects] with [removed: its] [added: the] ethylene distribution [removed: system.][added: system and storage facilities at Louisiana Midstream’s Sulphur and Choctaw Hubs.]

[removed: Louisiana Midstream also] [added: Boardwalk Ethane Pipeline Company, LLC (“Bayou Ethane”)] owns and operates the Bayou Ethane Pipeline, an approximately 380-mile pipeline system originating in Texas, that transports ethane to Southeast Texas and [added: to] Louisiana.

The Bayou Ethane Pipeline provides [added: common carrier,] interstate and intrastate transportation [removed: services, with interconnections] [added: services and interconnects] with [removed: its NGL] [added: Louisiana Midstream’s] storage [removed: facilities.][added: facilities at the Sulphur and Choctaw Hubs.]

In [removed: 2023,] [added: 2024,] Boardwalk Pipelines placed into service approximately [removed: $166] [added: $245] million of growth projects which represents approximately [removed: 0.3] [added: 0.4] Bcf per day of firm natural gas transportation [removed: capacity and] [added: capacity,] additional capacity on its ethylene pipeline [removed: systems.][added: systems and increased storage capacity and reliability.]

These projects are expected to add [removed: another approximately 0.5] [added: over 2.0] Bcf per day of firm natural gas transportation [removed: capacity and additional NGLs] capacity.

These projects are expected to serve increased natural gas demand from [added: electric] power generation plants and [removed: liquids demand from petrochemical facilities.][added: industrial customers.]

These customers are located throughout the Gulf Coast, Midwest and Northeast regions of the U.S. Boardwalk Pipelines’ [added: natural gas] delivery [removed: market has] [added: markets have] diversified over time, with increased deliveries to end-use customers, whereas, historically its [added: natural gas] delivery markets were primarily to other pipelines who then delivered to end-use customers.

[removed: The maximum applicable rates that may be charged by Boardwalk Pipelines] [added: charge] 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 rates and terms of service on Boardwalk Pipelines’ interstate] ethane transportation pipeline are also subject to regulation by the FERC under, among other statutes, the Interstate Commerce Act (“ICA”) and the Energy Policy Act of 1992.

There were no major policy changes announced by the FERC during [removed: 2023.][added: 2024 that materially impacted Boardwalk Pipelines.]

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: 2024] [added: 2025] is approximately [removed: $1.5] [added: $1.6] million per day per violation.

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

The NGPSA and HLPSA govern the design, installation, testing, construction, operation, replacement and management of interstate natural gas and [removed: NGL] [added: NGLs] pipeline facilities.

PHMSA’s regulations also require transportation pipeline operators to implement integrity management programs to comprehensively evaluate certain [removed: high risk] [added: high-risk] areas, known as high consequence areas (“HCAs”) and moderate consequence areas (“MCAs”), along pipelines and take additional safety measures to protect people and property in these areas.

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

In particular, the NGPSA and HLPSA were amended by the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011 (“2011 Act”), the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2016 (“2016 Act”) and, most recently, the Protecting Our Infrastructure of Pipelines and Enhancing Safety Act of 2020 (“2020 [removed: Act”).][added: Act”), each of which imposed increased pipeline safety obligations on pipeline operators.]

The 2020 Act reauthorized PHMSA through fiscal year 2023 and directed the agency to move forward with several regulatory initiatives, including obligating operators of non-rural gas gathering lines and new and [removed: existing transmission and distribution pipeline facilities to conduct certain leak detection and repair programs and to require facility inspection and maintenance plans to align with those requirements.]

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

customers, including small, medium and large businesses, insurance companies, associations, professionals and other groups.

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

In 2024, the IAIS concluded that the AM provides comparable outcomes to the ICS.

While the AM will undergo further refinement as a part of the implementation process, the finding of comparability by the IAIS represents recognition of existing U.S. solvency regulation.

Boardwalk Pipelines operates in the midstream portion of the natural gas and NGLs industry, providing transportation and storage for those commodities.

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

Boardwalk Pipelines owns approximately 14,315 miles of natural gas and NGLs pipelines and underground storage caverns having aggregate capacity of approximately 199.5 billion cubic feet (“Bcf”) of working natural gas and 31.2 million barrels (“MMBbls”) of NGLs.

Boardwalk Pipelines’ integrated natural gas pipeline and storage systems are located in the Gulf Coast region, Oklahoma, Arkansas, Tennessee, Kentucky, Illinois, Indiana and Ohio, and its NGLs pipelines and storage facilities are located in Louisiana and Texas.

Natural Gas

Boardwalk Pipelines’ natural gas business, which provides transportation, storage and PAL services for natural gas customers, consists of integrated interstate and intrastate natural gas pipelines and storage facilities.

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

Following is a summary of the primary subsidiaries comprising Boardwalk Pipelines’ natural gas business:

Gulf South is regulated by the FERC.

Texas Gas is regulated by the FERC.

Other: Boardwalk Pipelines has minor intrastate and natural gas pipeline assets in South Texas and Louisiana serving end-use, electric power generators and industrial customers.

The following table provides information for Boardwalk Pipelines’ natural gas assets owned and operated as of December 31, 2024:

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

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

| Assets | | | Miles of Pipeline | | | | | | Average Daily Throughput (Bcf/d) (a) | | | | | | Peak-day Delivery Capacity (Bcf/d) | | | | | | Working Gas Storage Capacity (Bcf) | | |

| Gulf South | | | 7,180 | | | | | | 6.8 | | | | | | 10.9 | | | | | | 107.6 | | |

| Texas Gas | | | 6,000 | | | | | | 3.3 | | | | | | 6.3 | | | | | | 84.3 | | |

| Other Natural Gas | | | 265 | | | | | | 0.1 | | | | | | | | | | | | | | |

| (a) | | | Bcf per day (Bcf/d) | | |

Natural Gas Liquids

Boardwalk Pipelines’ natural gas liquids business, which provides transportation and storage services for NGLs and supply services for ethane and brine customers, consists primarily of NGLs pipelines, salt dome storage facilities and brine infrastructure.

In 2024, Boardwalk Pipelines’ natural gas liquids pipeline systems transported approximately 136.6 MMBbls of NGLs.

Boardwalk Pipelines’ NGLs storage facilities consist of 11 salt-dome caverns located in Louisiana with an aggregate storage capacity of approximately 31.2 MMBbls.

Boardwalk Pipelines’ NGLs pipeline systems access the Gulf Coast petrochemical industry through operations at its Choctaw Hub in Louisiana and the Sulphur Hub in Louisiana.

Boardwalk Pipelines accesses ethylene supplies in Texas, which it delivers to petrochemical-industry customers in Louisiana.

Boardwalk Pipelines purchases ethane in Texas and Louisiana and utilizes its NGLs pipelines to supply ethane to customers in Texas and Louisiana.

The majority of Boardwalk Pipelines’ natural gas liquids customers are industrial end-users.

Following is a summary of the primary subsidiaries comprising Boardwalk Pipelines’ natural gas liquids business:

Boardwalk Louisiana Midstream, LLC (“Louisiana Midstream”) provides transportation and storage services for NGLs, primarily ethylene, and brine supply services for producers and consumers of petrochemicals through two hubs in southern Louisiana.

Louisiana Midstream’s Choctaw pipeline network is a common carrier pipeline system situated along the Mississippi River Corridor that serves chemical complexes throughout southeastern Louisiana and provides connectivity to producers and consumers of ethylene.

Through interconnections with Boardwalk Petrochemical Pipeline, LLC’s (“Boardwalk Petrochemical”) Evangeline Pipeline and other third-party pipelines, the system links ethylene producers in Texas and the Lake Charles area to the Mississippi River Corridor.

Louisiana Midstream also owns eight salt-dome caverns and related

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

brine infrastructure located on the Choctaw Hub for use in providing brine supply services and supporting its NGLs storage operations.

Louisiana Midstream’s Sulphur pipeline network is located near Lake Charles, Louisiana, and is connected to local ethylene producers and consumers and area refineries.

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

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

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

Additionally, the

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

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.

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

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.

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, 2023 was 6.5 Bcf per day.

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

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, 2023 was 3.3 Bcf per day.

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

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

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

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

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

The rates and terms of service on Boardwalk Pipelines’ interstate

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

As a result of the 2011 Act, the 2016 Act and the 2020 Act, PHMSA has issued a series of significant rulemakings.

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

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

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

Certain aspects of that rule are currently in court review.

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

PHMSA and state regulators reportedly began their review of these plans in 2022 and in May 2023, 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.

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

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

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

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

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

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

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

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.

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

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

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

Judicial developments also add to this uncertainty.

The Supreme Court opinion in *Sackett v.

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

| | | | | | | | | |

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

| | | | 41 | | | | | |

*[Table of Contents](#i1142f5361fc54e938419261e12837b13_7)*

*[Table of [removed: Contents](#i1142f5361fc54e938419261e12837b13_7)*][added: Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*]

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $10,926,000,000.][added: $13,336,000,000.]

As of February [removed: 2, 2024,] [added: 7, 2025,] there were [removed: 222,201,139] [added: 212,861,300] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive proxy statement for the [removed: 2024] [added: 2025] 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: 2023][added: 2024]

| | | | [CNA Financial [removed: Corporation](#i1142f5361fc54e938419261e12837b13_22)] [added: Corporation](#i23ccfeab0a5642a7a02e89ed8a96d256_22)] | | | [removed: [5](#i1142f5361fc54e938419261e12837b13_22)] [added: [5](#i23ccfeab0a5642a7a02e89ed8a96d256_22)] | | |

| | | | [Boardwalk Pipeline Partners, [removed: LP](#i1142f5361fc54e938419261e12837b13_25)] [added: LP](#i23ccfeab0a5642a7a02e89ed8a96d256_25)] | | | [removed: [8](#i1142f5361fc54e938419261e12837b13_25)] [added: [8](#i23ccfeab0a5642a7a02e89ed8a96d256_25)] | | |

| | | | [Loews Hotels Holding [removed: Corporation](#i1142f5361fc54e938419261e12837b13_28)] [added: Corporation](#i23ccfeab0a5642a7a02e89ed8a96d256_28)] | | | [removed: [13](#i1142f5361fc54e938419261e12837b13_28)] [added: [14](#i23ccfeab0a5642a7a02e89ed8a96d256_28)] | | |

| | | | [Altium Packaging [removed: LLC](#i1142f5361fc54e938419261e12837b13_31)] [added: LLC](#i23ccfeab0a5642a7a02e89ed8a96d256_31)] | | | [removed: [14](#i1142f5361fc54e938419261e12837b13_31)] [added: [16](#i23ccfeab0a5642a7a02e89ed8a96d256_31)] | | |

| | | | [Human [removed: Capital](#i1142f5361fc54e938419261e12837b13_34)] [added: Capital](#i23ccfeab0a5642a7a02e89ed8a96d256_34)] | | | [removed: [14](#i1142f5361fc54e938419261e12837b13_34)] [added: [16](#i23ccfeab0a5642a7a02e89ed8a96d256_34)] | | |

| | | | [Information about Our Executive [removed: Officers](#i1142f5361fc54e938419261e12837b13_37)] [added: Officers](#i23ccfeab0a5642a7a02e89ed8a96d256_37)] | | | [removed: [15](#i1142f5361fc54e938419261e12837b13_37)] [added: [17](#i23ccfeab0a5642a7a02e89ed8a96d256_37)] | | |

| | | | [Available [removed: Information](#i1142f5361fc54e938419261e12837b13_40)] [added: Information](#i23ccfeab0a5642a7a02e89ed8a96d256_40)] | | | [removed: [15](#i1142f5361fc54e938419261e12837b13_40)] [added: [17](#i23ccfeab0a5642a7a02e89ed8a96d256_40)] | | |

| [removed: [1A](#i1142f5361fc54e938419261e12837b13_43)] [added: [1A](#i23ccfeab0a5642a7a02e89ed8a96d256_43)] | | | [Risk [removed: Factors](#i1142f5361fc54e938419261e12837b13_43)] [added: Factors](#i23ccfeab0a5642a7a02e89ed8a96d256_43)] | | | [removed: [15](#i1142f5361fc54e938419261e12837b13_43)] [added: [17](#i23ccfeab0a5642a7a02e89ed8a96d256_43)] | | |

| [removed: [1B](#i1142f5361fc54e938419261e12837b13_46)] [added: [1B](#i23ccfeab0a5642a7a02e89ed8a96d256_46)] | | | [Unresolved Staff [removed: Comments](#i1142f5361fc54e938419261e12837b13_46)] [added: Comments](#i23ccfeab0a5642a7a02e89ed8a96d256_46)] | | | [removed: [41](#i1142f5361fc54e938419261e12837b13_46)] [added: [43](#i23ccfeab0a5642a7a02e89ed8a96d256_46)] | | |

| [removed: [3](#i1142f5361fc54e938419261e12837b13_52)] [added: [3](#i23ccfeab0a5642a7a02e89ed8a96d256_55)] | | | [Legal [removed: Proceedings](#i1142f5361fc54e938419261e12837b13_52)] [added: Proceedings](#i23ccfeab0a5642a7a02e89ed8a96d256_55)] | | | [removed: [41](#i1142f5361fc54e938419261e12837b13_52)] [added: [44](#i23ccfeab0a5642a7a02e89ed8a96d256_55)] | | |

| [removed: [4](#i1142f5361fc54e938419261e12837b13_55)] [added: [4](#i23ccfeab0a5642a7a02e89ed8a96d256_58)] | | | [Mine Safety [removed: Disclosures](#i1142f5361fc54e938419261e12837b13_55)] [added: Disclosures](#i23ccfeab0a5642a7a02e89ed8a96d256_58)] | | | [removed: [42](#i1142f5361fc54e938419261e12837b13_55)] [added: [44](#i23ccfeab0a5642a7a02e89ed8a96d256_58)] | | |

| [removed: [5](#i1142f5361fc54e938419261e12837b13_61)] [added: [5](#i23ccfeab0a5642a7a02e89ed8a96d256_64)] | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1142f5361fc54e938419261e12837b13_61)] [added: Securities](#i23ccfeab0a5642a7a02e89ed8a96d256_64)] | | | [removed: [42](#i1142f5361fc54e938419261e12837b13_61)] [added: [44](#i23ccfeab0a5642a7a02e89ed8a96d256_64)] | | |

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| [removed: [8](#i1142f5361fc54e938419261e12837b13_118)] [added: [8](#i23ccfeab0a5642a7a02e89ed8a96d256_124)] | | | [Financial Statements and Supplementary [removed: Data](#i1142f5361fc54e938419261e12837b13_118)] [added: Data](#i23ccfeab0a5642a7a02e89ed8a96d256_124)] | | | [removed: [78](#i1142f5361fc54e938419261e12837b13_118)] [added: [82](#i23ccfeab0a5642a7a02e89ed8a96d256_124)] | | |

| [removed: [9](#i1142f5361fc54e938419261e12837b13_232)] [added: [9](#i23ccfeab0a5642a7a02e89ed8a96d256_247)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1142f5361fc54e938419261e12837b13_232)] [added: Disclosure](#i23ccfeab0a5642a7a02e89ed8a96d256_247)] | | | [removed: [162](#i1142f5361fc54e938419261e12837b13_232)] [added: [165](#i23ccfeab0a5642a7a02e89ed8a96d256_247)] | | |

| 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1142f5361fc54e938419261e12837b13_241)] [added: Inspections](#i23ccfeab0a5642a7a02e89ed8a96d256_256)] | | | [removed: [162](#i1142f5361fc54e938419261e12837b13_241)] [added: [165](#i23ccfeab0a5642a7a02e89ed8a96d256_256)] | | |

| [removed: [10](#i1142f5361fc54e938419261e12837b13_247)] [added: [10](#i23ccfeab0a5642a7a02e89ed8a96d256_262)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1142f5361fc54e938419261e12837b13_247)] [added: Governance](#i23ccfeab0a5642a7a02e89ed8a96d256_262)] | | | [removed: [163](#i1142f5361fc54e938419261e12837b13_247)] [added: [166](#i23ccfeab0a5642a7a02e89ed8a96d256_262)] | | |

| [removed: [12](#i1142f5361fc54e938419261e12837b13_253)] [added: [12](#i23ccfeab0a5642a7a02e89ed8a96d256_268)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1142f5361fc54e938419261e12837b13_253)] [added: Matters](#i23ccfeab0a5642a7a02e89ed8a96d256_268)] | | | [removed: [163](#i1142f5361fc54e938419261e12837b13_253)] [added: [166](#i23ccfeab0a5642a7a02e89ed8a96d256_268)] | | |

| [removed: [13](#i1142f5361fc54e938419261e12837b13_256)] [added: [13](#i23ccfeab0a5642a7a02e89ed8a96d256_271)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1142f5361fc54e938419261e12837b13_256)] [added: Independence](#i23ccfeab0a5642a7a02e89ed8a96d256_271)] | | | [removed: [163](#i1142f5361fc54e938419261e12837b13_256)] [added: [166](#i23ccfeab0a5642a7a02e89ed8a96d256_271)] | | |

| [removed: [14](#i1142f5361fc54e938419261e12837b13_259)] [added: [14](#i23ccfeab0a5642a7a02e89ed8a96d256_274)] | | | [Principal Accounting Fees and [removed: Services](#i1142f5361fc54e938419261e12837b13_259)] [added: Services](#i23ccfeab0a5642a7a02e89ed8a96d256_274)] | | | [removed: [163](#i1142f5361fc54e938419261e12837b13_259)] [added: [166](#i23ccfeab0a5642a7a02e89ed8a96d256_274)] | | |

| [removed: [15](#i1142f5361fc54e938419261e12837b13_265)] [added: [15](#i23ccfeab0a5642a7a02e89ed8a96d256_280)] | | | [Exhibits and Financial Statement [removed: Schedules](#i1142f5361fc54e938419261e12837b13_265)] [added: Schedules](#i23ccfeab0a5642a7a02e89ed8a96d256_280)] | | | [removed: [164](#i1142f5361fc54e938419261e12837b13_265)] [added: [167](#i23ccfeab0a5642a7a02e89ed8a96d256_280)] | | |

Developments in any of the risks or uncertainties facing us or our subsidiaries, including those [removed: summarized under the heading “Risk Factors Summary” below and] described [removed: more fully] under Item 1A, Risk Factors of this Report and in our and our subsidiaries’ other filings with the SEC, could cause our and our subsidiaries’ results to differ materially from results that have been or may be anticipated or projected.

Unless the context otherwise requires, the term “Company” as used herein means Loews Corporation including its [removed: subsidiaries,] [added: subsidiaries and] the terms “Parent Company,” “we,” “our,” “us” or like terms as used herein mean Loews Corporation excluding its [removed: subsidiaries and the term “subsidiaries” means our consolidated] subsidiaries.

These risks and uncertainties could lead to events or circumstances that have a material adverse effect on our business, results of operations, cash flows, financial condition [removed: or] [added: and/or] equity and/or the business, results of operations, cash flows, financial condition [removed: or] [added: and/or] equity of one or more of our subsidiaries.

- Any significant interruption in the operation of CNA’s business functions, facilities [removed: and] [added: or] systems or its vendors’ facilities [removed: and] [added: or] systems could result in a material adverse effect on its operations;

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

- Market conditions, including [added: available supply, demand and] the price differentials between natural gas supplies and market [removed: demand and the potentially resulting reduction in] [added: locations for natural gas, may affect] the transportation rates that Boardwalk Pipelines can charge on certain [added: portions] of its pipeline systems;

- [removed: Limited access to] [added: Changes in] the debt markets and increases in interest rates;

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

| | | | [PART I](#i23ccfeab0a5642a7a02e89ed8a96d256_16) | | | | | |

| [1](#i23ccfeab0a5642a7a02e89ed8a96d256_19) | | | [Business](#i23ccfeab0a5642a7a02e89ed8a96d256_19) | | | | | |

| 1C | | | [Cybersecurity](#i23ccfeab0a5642a7a02e89ed8a96d256_49) | | | [43](#i23ccfeab0a5642a7a02e89ed8a96d256_49) | | |

| [2](#i23ccfeab0a5642a7a02e89ed8a96d256_52) | | | [Properties](#i23ccfeab0a5642a7a02e89ed8a96d256_52) | | | [44](#i23ccfeab0a5642a7a02e89ed8a96d256_52) | | |

| | | | [PART II](#i23ccfeab0a5642a7a02e89ed8a96d256_61) | | | | | |

| [6](#i23ccfeab0a5642a7a02e89ed8a96d256_67) | | | [\[Reserved\]](#i23ccfeab0a5642a7a02e89ed8a96d256_67) | | | [46](#i23ccfeab0a5642a7a02e89ed8a96d256_67) | | |

| [9A](#i23ccfeab0a5642a7a02e89ed8a96d256_250) | | | [Controls and Procedures](#i23ccfeab0a5642a7a02e89ed8a96d256_250) | | | [165](#i23ccfeab0a5642a7a02e89ed8a96d256_250) | | |

| [9B](#i23ccfeab0a5642a7a02e89ed8a96d256_253) | | | [Other Information](#i23ccfeab0a5642a7a02e89ed8a96d256_253) | | | [165](#i23ccfeab0a5642a7a02e89ed8a96d256_253) | | |

| | | | [PART III](#i23ccfeab0a5642a7a02e89ed8a96d256_259) | | | | | |

| [11](#i23ccfeab0a5642a7a02e89ed8a96d256_265) | | | [Executive Compensation](#i23ccfeab0a5642a7a02e89ed8a96d256_265) | | | [166](#i23ccfeab0a5642a7a02e89ed8a96d256_265) | | |

| | | | [PART IV](#i23ccfeab0a5642a7a02e89ed8a96d256_277) | | | | | |

| [16](#i23ccfeab0a5642a7a02e89ed8a96d256_283) | | | [Form 10-K Summary](#i23ccfeab0a5642a7a02e89ed8a96d256_283) | | | [170](#i23ccfeab0a5642a7a02e89ed8a96d256_283) | | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_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) | | |

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 [added: and/or their business,] results of [removed: operations and/or] [added: operations, cash flows,] financial [removed: condition.][added: condition and/or equity.]

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 [removed: entities, including as may be required by applicable law or regulation.]

| | | | | | | | | |

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

| | | | 43 | | | | | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

entities, including as may be required by applicable law or regulation.

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: 2023.][added: 2024.]

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: 2018] [added: 2019] and that all dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | [removed: 2023] [added: 2023] | | | [added: 2024 | | |]

*[Table of [removed: Contents](#i1142f5361fc54e938419261e12837b13_7)*][added: Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*]

The following table provides certain information as of December 31, [removed: 2023] [added: 2024] with respect to our equity compensation plans under which our equity securities are authorized for issuance.

(a)Reflects [removed: 531,500] [added: 192,000] outstanding stock appreciation rights awarded under the Loews Corporation 2000 Stock Option [removed: Plan, 419,516] [added: Plan and 381,375] outstanding unvested time-based and/or performance-based restricted stock units (“RSUs”) and [removed: 114,531] [added: 154,143] deferred vested RSUs awarded under the Loews Corporation 2016 Incentive Compensation Plan.

As of February [removed: 1, 2024,] [added: 3, 2025,] we had approximately [removed: 560] [added: 540] holders of record of our common stock.

During the fourth quarter of [removed: 2023,] [added: 2024,] we purchased shares of our common stock as follows:

| | | | 44 | | | | | |

| Loews Common Stock | | | 100.0 | | | 86.31 | | | 111.24 | | | 112.81 | | | 135.12 | | | 164.97 | | |

| S&P 500 Index | | | 100.0 | | | 118.40 | | | 152.39 | | | 124.79 | | | 157.59 | | | 197.02 | | |

| Loews Peer Group (a) | | | 100.0 | | | 86.29 | | | 110.22 | | | 130.49 | | | 137.70 | | | 186.25 | | |

| | | | | | | | | |

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

| | | | 45 | | | | | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

| Equity compensation plans approved by security holders (a) | | | 727,518 | | | $ | 38.59 | | 5,094,015 | | |

| October 1, 2024 - October 31, 2024 | | | 1,104,392 | | | | | | $ | 79.39 | | | | | N/A | | | | | | N/A | | |

| November 1, 2024 - November 30, 2024 | | | 649,709 | | | | | | $ | 80.13 | | | | | N/A | | | | | | N/A | | |

| December 1, 2024 - December 31, 2024 | | | 2,487,084 | | | | | | $ | 84.33 | | | | | N/A | | | | | | N/A | | |

| 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 | | |

| | | | 42 | | | | | |

| 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 | | |

*[Table of [removed: Contents](#i1142f5361fc54e938419261e12837b13_7)*][added: Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*]

| | | | 46 | | | | | |

| | | | 43 | | | | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i1142f5361fc54e938419261e12837b13_121)] [added: Reporting](#i23ccfeab0a5642a7a02e89ed8a96d256_127)] | | | [removed: [79](#i1142f5361fc54e938419261e12837b13_121)] [added: [83](#i23ccfeab0a5642a7a02e89ed8a96d256_127)] | | |

| [removed: [Reports of] [added: [Report](#i23ccfeab0a5642a7a02e89ed8a96d256_130)[s](#i23ccfeab0a5642a7a02e89ed8a96d256_130) [of] Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#i1142f5361fc54e938419261e12837b13_124)] [added: No.](#i23ccfeab0a5642a7a02e89ed8a96d256_130)] 34) | | | [removed: [80](#i1142f5361fc54e938419261e12837b13_124)] [added: [84](#i23ccfeab0a5642a7a02e89ed8a96d256_130)] | | |

| [Consolidated Balance [removed: Sheets](#i1142f5361fc54e938419261e12837b13_127)] [added: Sheets](#i23ccfeab0a5642a7a02e89ed8a96d256_133)] | | | [removed: [84](#i1142f5361fc54e938419261e12837b13_127)] [added: [88](#i23ccfeab0a5642a7a02e89ed8a96d256_133)] | | |

| [Consolidated Statements of [removed: Operations](#i1142f5361fc54e938419261e12837b13_130)] [added: Operations](#i23ccfeab0a5642a7a02e89ed8a96d256_136)] | | | [removed: [86](#i1142f5361fc54e938419261e12837b13_130)] [added: [90](#i23ccfeab0a5642a7a02e89ed8a96d256_136)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i1142f5361fc54e938419261e12837b13_133)] [added: (Loss)](#i23ccfeab0a5642a7a02e89ed8a96d256_139)] | | | [removed: [87](#i1142f5361fc54e938419261e12837b13_133)] [added: [91](#i23ccfeab0a5642a7a02e89ed8a96d256_139)] | | |

| [Consolidated Statements of [removed: Equity](#i1142f5361fc54e938419261e12837b13_136)] [added: Equity](#i23ccfeab0a5642a7a02e89ed8a96d256_142)] | | | [removed: [88](#i1142f5361fc54e938419261e12837b13_136)] [added: [92](#i23ccfeab0a5642a7a02e89ed8a96d256_142)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1142f5361fc54e938419261e12837b13_139)] [added: Flows](#i23ccfeab0a5642a7a02e89ed8a96d256_145)] | | | [removed: [90](#i1142f5361fc54e938419261e12837b13_139)] [added: [94](#i23ccfeab0a5642a7a02e89ed8a96d256_145)] | | |

| [Notes to Consolidated Financial [removed: Statements:](#i1142f5361fc54e938419261e12837b13_142)] [added: Statements:](#i23ccfeab0a5642a7a02e89ed8a96d256_148)] | | | [removed: [92](#i1142f5361fc54e938419261e12837b13_142)] [added: [96](#i23ccfeab0a5642a7a02e89ed8a96d256_148)] | | |

| 1.[Summary of Significant Accounting [removed: Policies](#i1142f5361fc54e938419261e12837b13_145)] [added: Policies](#i23ccfeab0a5642a7a02e89ed8a96d256_151)] | | | [removed: [92](#i1142f5361fc54e938419261e12837b13_145)] [added: [96](#i23ccfeab0a5642a7a02e89ed8a96d256_151)] | | |

| 2.[Acquisitions, Divestitures, and [removed: Deconsolidation](#i1142f5361fc54e938419261e12837b13_148)] [added: Deconsolidations](#i23ccfeab0a5642a7a02e89ed8a96d256_157)] | | | [removed: [104](#i1142f5361fc54e938419261e12837b13_148)] [added: [104](#i23ccfeab0a5642a7a02e89ed8a96d256_157)] | | |

| 4.[Fair [removed: Value](#i1142f5361fc54e938419261e12837b13_1000)] [added: Value](#i23ccfeab0a5642a7a02e89ed8a96d256_163)] | | | [removed: [113](#i1142f5361fc54e938419261e12837b13_1000)] [added: [113](#i23ccfeab0a5642a7a02e89ed8a96d256_163)] | | |

| 6.[Property, Plant and [removed: Equipment](#i1142f5361fc54e938419261e12837b13_172)] [added: Equipment](#i23ccfeab0a5642a7a02e89ed8a96d256_181)] | | | [removed: [119](#i1142f5361fc54e938419261e12837b13_172)] [added: [119](#i23ccfeab0a5642a7a02e89ed8a96d256_181)] | | |

| 7.[Goodwill and Other Intangible [removed: Assets](#i1142f5361fc54e938419261e12837b13_175)] [added: Assets](#i23ccfeab0a5642a7a02e89ed8a96d256_184)] | | | [removed: [120](#i1142f5361fc54e938419261e12837b13_175)] [added: [120](#i23ccfeab0a5642a7a02e89ed8a96d256_184)] | | |

| 8.[Claim and Claim Adjustment Expense [removed: Reserves and Future Policy Benefit Reserves](#i1142f5361fc54e938419261e12837b13_178)] [added: Reserves](#i23ccfeab0a5642a7a02e89ed8a96d256_187)] | | | [removed: [121](#i1142f5361fc54e938419261e12837b13_178)] [added: [121](#i23ccfeab0a5642a7a02e89ed8a96d256_187)] | | |

| 9.[Future Policy Benefits [removed: Reserves](#i1142f5361fc54e938419261e12837b13_928)] [added: Reserves](#i23ccfeab0a5642a7a02e89ed8a96d256_196)] | | | [removed: [136](#i1142f5361fc54e938419261e12837b13_928)] [added: [135](#i23ccfeab0a5642a7a02e89ed8a96d256_196)] | | |

| 14.[Revenue from Contracts with [removed: Customers](#i1142f5361fc54e938419261e12837b13_205)] [added: Customers](#i23ccfeab0a5642a7a02e89ed8a96d256_217)] | | | [removed: [145](#i1142f5361fc54e938419261e12837b13_205)] [added: [144](#i23ccfeab0a5642a7a02e89ed8a96d256_217)] | | |

| 15.[Statutory Accounting [removed: Practices](#i1142f5361fc54e938419261e12837b13_211)] [added: Practices](#i23ccfeab0a5642a7a02e89ed8a96d256_223)] | | | [removed: [146](#i1142f5361fc54e938419261e12837b13_211)] [added: [145](#i23ccfeab0a5642a7a02e89ed8a96d256_223)] | | |

| [removed: 17.[Reinsurance](#i1142f5361fc54e938419261e12837b13_217)] [added: 17.[Reinsurance](#i23ccfeab0a5642a7a02e89ed8a96d256_229)] | | | [removed: [154](#i1142f5361fc54e938419261e12837b13_217)] [added: [154](#i23ccfeab0a5642a7a02e89ed8a96d256_229)] | | |

| 18.[Legal [removed: Proceedings](#i1142f5361fc54e938419261e12837b13_220)] [added: Proceedings](#i23ccfeab0a5642a7a02e89ed8a96d256_232)] | | | [removed: [155](#i1142f5361fc54e938419261e12837b13_220)] [added: [155](#i23ccfeab0a5642a7a02e89ed8a96d256_232)] | | |

| 19.[Commitments and [removed: Contingencies](#i1142f5361fc54e938419261e12837b13_223)] [added: Contingencies](#i23ccfeab0a5642a7a02e89ed8a96d256_235)] | | | [removed: [156](#i1142f5361fc54e938419261e12837b13_223)] [added: [156](#i23ccfeab0a5642a7a02e89ed8a96d256_235)] | | |

*[Table of [removed: Contents](#i1142f5361fc54e938419261e12837b13_7)*][added: Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*]

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, our management believes that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] of the Company and our report dated February [removed: 6, 2024,] [added: 11, 2025,] expressed an unqualified opinion on those financial [removed: statements and included an explanatory paragraph regarding the Company’s change in its method of accounting for measurement and disclosure of long-duration contracts.][added: statements.]

We have audited the accompanying consolidated balance sheets of Loews Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and the schedules listed in the Index at Item 15 (a) [removed: 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 6, 2024,] [added: 11, 2025,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Claim and claim adjustment expense reserves – Property & Casualty — Refer to Notes 1 and 8 to the financial [removed: statements][added: statements.]

[added: 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.

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 morbidity and [removed: persistency (inclusive of mortality).][added: persistency.]

| [removed: December 31] [added: December 31, 2023] | | | [removed: 2023] | | | | | | [removed: 2022] | | | [added: | | | | | | | | | | | | | | | | | |]

| Fixed maturities, amortized cost of [removed: $42,615] [added: $44,196] and [removed: $41,102,] [added: $42,615,] less allowance for credit loss of [removed: $16] [added: $45] and [removed: $1] [added: $16] | | | $ | [removed: 40,626] [added: 41,827] | | | | | $ | [removed: 37,697] [added: 40,626] | |

| Equity securities, cost of [removed: $1,015] [added: $969] and [removed: $1,161] [added: $1,015] | | | [removed: 1,050] [added: 1,064] | | | | | | [removed: 1,139] [added: 1,050] | | |

| Limited partnership investments | | | [removed: 2,174] [added: 2,520] | | | | | | [removed: 1,954] [added: 2,174] | | |

| Other invested assets, primarily mortgage loans, less allowance for credit loss of $35 and [removed: $24] [added: $35] | | | [removed: 1,123] [added: 1,113] | | | | | | [removed: 1,124] [added: 1,123] | | |

| Short-term investments | | | [removed: 4,396] [added: 4,606] | | | | | | [removed: 4,854] [added: 4,396] | | |

| Total investments | | | [removed: 49,369] [added: 51,130] | | | | | | [removed: 46,768] [added: 49,369] | | |

| Cash | | | [removed: 399] [added: 541] | | | | | | [removed: 532] [added: 399] | | |

| 3.[Investments](#i23ccfeab0a5642a7a02e89ed8a96d256_160) | | | [105](#i23ccfeab0a5642a7a02e89ed8a96d256_160) | | |

| 5.[Receivables](#i23ccfeab0a5642a7a02e89ed8a96d256_178) | | | [119](#i23ccfeab0a5642a7a02e89ed8a96d256_178) | | |

| 10.[Leases](#i23ccfeab0a5642a7a02e89ed8a96d256_199) | | | [137](#i23ccfeab0a5642a7a02e89ed8a96d256_199) | | |

| 11.[Income Taxes](#i23ccfeab0a5642a7a02e89ed8a96d256_202) | | | [138](#i23ccfeab0a5642a7a02e89ed8a96d256_202) | | |

| 12.[Debt](#i23ccfeab0a5642a7a02e89ed8a96d256_208) | | | [141](#i23ccfeab0a5642a7a02e89ed8a96d256_208) | | |

| 13.[Shareholders’ Equity](#i23ccfeab0a5642a7a02e89ed8a96d256_211) | | | [143](#i23ccfeab0a5642a7a02e89ed8a96d256_211) | | |

| 16.[Benefit Plans](#i23ccfeab0a5642a7a02e89ed8a96d256_226) | | | [146](#i23ccfeab0a5642a7a02e89ed8a96d256_226) | | |

| 20.[Segments](#i23ccfeab0a5642a7a02e89ed8a96d256_241) | | | [156](#i23ccfeab0a5642a7a02e89ed8a96d256_241) | | |

| 21.[Subsequent Event](#i23ccfeab0a5642a7a02e89ed8a96d256_1189) | | | [164](#i23ccfeab0a5642a7a02e89ed8a96d256_1189) | | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

February 11, 2025

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

February 11, 2025

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

| | | | 17,084 | | | | | | 15,711 | | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

| Balance, January 1, 2022, as reported | | | $ | 19,175 | | | | | $ | 2 | | | | | $ | 2,885 | | | | | $ | 14,776 | | | | | $ | 186 | | | | | $ | (3) | | | | | $ | 1,329 | |

| Balance, December 31, 2023 | | | $ | 16,525 | | | | | $ | 2 | | | | | $ | 2,589 | | | | | $ | 15,617 | | | | | $ | (2,497) | | | | | $ | (7) | | | | | $ | 821 | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

| Net income | | | 1,494 | | | | | | | | | | | | | | | | | | 1,414 | | | | | | | | | | | | | | | | | | 80 | | |

| Retirement of treasury stock | | | — | | | | | | | | | | | | (89) | | | | | | (517) | | | | | | | | | | | | 606 | | | | | | | | |

| Balance, December 31, 2024 | | | $ | 17,937 | | | | | $ | 2 | | | | | $ | 2,490 | | | | | $ | 16,459 | | | | | $ | (1,867) | | | | | $ | (18) | | | | | $ | 871 | |

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

The Company also has interests in Altium Packaging LLC (“Altium Packaging”), which is engaged in the manufacture of rigid packaging solutions.

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

interest rate of 6.6% and 6.4% as of December 31, 2024 and 2023.

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

Acquisition

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

*[Table of Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*

| | | | | | |

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

| 3.[Investments](#i1142f5361fc54e938419261e12837b13_151) | | | [105](#i1142f5361fc54e938419261e12837b13_151) | | |

| 5.[Receivables](#i1142f5361fc54e938419261e12837b13_169) | | | [119](#i1142f5361fc54e938419261e12837b13_169) | | |

| 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) | | |

| 16.[Benefit Plans](#i1142f5361fc54e938419261e12837b13_214) | | | [147](#i1142f5361fc54e938419261e12837b13_214) | | |

| 20.[Supplemental Quarterly Information](#i1142f5361fc54e938419261e12837b13_1080) (Unaudited) | | | [157](#i1142f5361fc54e938419261e12837b13_1080) | | |

| 21.[Segments](#i1142f5361fc54e938419261e12837b13_226) | | | [157](#i1142f5361fc54e938419261e12837b13_226) | | |

| | | | | | | | | |

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

| | | | 78 | | | | | |

| | | | 79 | | | | | |

February 6, 2024

| | | | 80 | | | | | |

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

| | | | 81 | | | | | |

| | | | 15,711 | | | | | | 14,361 | | |

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

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

| Balance, January 1, 2021, as reported | | | $ | 19,181 | | | | | $ | 3 | | | | | $ | 3,133 | | | | | $ | 14,150 | | | | | $ | 581 | | | | | $ | (7) | | | | | $ | 1,321 | |

| Balance, January 1, 2021, as adjusted | | | 16,835 | | | | | | 3 | | | | | | 3,133 | | | | | | 14,145 | | | | | | (1,516) | | | | | | (7) | | | | | | 1,077 | | |

| Net income | | | 1,685 | | | | | | | | | | | | | | | | | | 1,562 | | | | | | | | | | | | | | | | | | 123 | | |

| Retirement of treasury stock | | | — | | | | | | (1) | | | | | | (246) | | | | | | (889) | | | | | | | | | | | | 1,136 | | | | | | | | |

| Balance, December 31, 2022 | | | $ | 15,201 | | | | | $ | 2 | | | | | $ | 2,748 | | | | | $ | 14,931 | | | | | $ | (3,320) | | | | | $ | (12) | | | | | $ | 852 | |

| (Investment in) sale of interest in Altium Packaging | | | | | | | | | (79) | | | | | | 417 | | |

On April 1, 2021, Loews Corporation sold approximately 47% of Altium Packaging LLC (“Altium Packaging”), previously an approximately 99% owned subsidiary.

presented as a component of Investment gains (losses) on the Consolidated Statements of Operations.

current, and future payments are expected.

In addition, effective April 1, 2021, following Loews Corporation’s sale of approximately 47% of Altium Packaging, Loews Corporation’s investment in Altium Packaging is accounted for under the equity method of accounting.

based on policy payment terms.

Altium Packaging is a packaging solutions provider and manufacturer in North America, serving a diverse customer base in the pharmaceutical, dairy, household chemicals, food/nutraceuticals, industrial/specialty chemicals, water and beverage/juice segments.

Altium Packaging recognizes revenue when obligations under the terms of a contract with a customer have been satisfied.

This occurs at the time control is transferred to the customer, which generally occurs upon delivery or completion of the manufacturing process.

CNA has elected to update the NPR and the LFPB for actual experience on a quarterly basis.

A quarterly assessment is also made as to whether evidence suggests that cash flow assumptions should be updated.

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023] [added: 2024] that have materially affected or that are reasonably likely to materially affect the Company’s internal control over financial reporting.

*[Table of [removed: Contents](#i1142f5361fc54e938419261e12837b13_7)*][added: Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*]

| | | | 165 | | | | | |

| | | | 162 | | | | | |

We have a Code of Business Conduct and Ethics [added: (“the Code”)] which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

[removed: This] [added: The] 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, 9 West 57th Street, New York, N.Y. 10019-2714.

We intend to post any changes to or waivers of [removed: this] [added: the] Code for our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on our website.

Any amendment to [removed: this] [added: the] Code and any waiver applicable to our executive officers or senior financial officers will be posted on our website within the time period required by the SEC and New York Stock Exchange.

Additional information required by this Item can be found in [added: the “Proposal No. 1: Election of Directors” and “Board Governance Information” sections in] our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed with the SEC within 120 days after December 31, [removed: 2023] [added: 2024] (the [removed: “2024] [added: “2025] Proxy Statement”) and is incorporated herein by reference.

In addition, we have filed a copy of the Code as Exhibit 19.01 to this Annual Report on Form 10-K.

Within the Code, we have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees, and by the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us.

Information required by this item can be found in [added: the “Board Governance Information,” “Compensation Discussion & Analysis,” “Compensation Committee Report on Executive Compensation” and “2024 Executive Compensation Tables” sections in] our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

Additional information required by this item can be found in [added: the “Stock Ownership” section in] our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

Information required by this [removed: Item] [added: item] can be found in [added: the “Proposal No. 1: Election of Directors” and “Board Governance Information” sections in] our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

Information required by this Item can be found in [added: the “Proposal No. 3: Ratification of the Appointment of Our Independent Auditors” section in] our [removed: 2024] [added: 2025] Proxy Statement and is incorporated herein by reference.

*[Table of [removed: Contents](#i1142f5361fc54e938419261e12837b13_7)*][added: Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*]

| | | | 166 | | | | | |

| | | | 163 | | | | | |

| Schedule I–Condensed financial information of Registrant as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [170](#i1142f5361fc54e938419261e12837b13_274)] [added: [173](#i23ccfeab0a5642a7a02e89ed8a96d256_289)] | | |

| Schedule V–Supplemental information concerning property and casualty insurance operations as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [172](#i1142f5361fc54e938419261e12837b13_277)] [added: [175](#i23ccfeab0a5642a7a02e89ed8a96d256_292)] | | |

| | | | [Restated Certificate of Incorporation of Registrant, as amended as of May 9, [removed: 2023](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)[,](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm) [incorporated her](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)[ein by reference to Exhibit 3.01 to Registra](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)[nt](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)[’](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)[s Repor](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)[t on Form 10K for the year ended D](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)[ecember 31, 2023, filed with the SEC on](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm) [February 6, 2024 (File No. 001-](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)[06541)](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit301-q42023.htm)] | | | [removed: 3.01*] [added: 3.01] | | |

*[Table of [removed: Contents](#i1142f5361fc54e938419261e12837b13_7)*][added: Contents](#i23ccfeab0a5642a7a02e89ed8a96d256_7)*]

| | | | [Form 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)[,](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] [added: Plan, incorporated herein] by [removed: reference](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm) [to] [added: reference to] Exhibit [removed: 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] [added: 10.02 to Registrant’s] Report on Form 10-K for the year [removed: en](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[ded] [added: ended] December 31, 2022, [removed: fil](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[ed] [added: filed] with the SEC on [removed: F](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)[ebruary] [added: February] 7, [removed: 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)] [added: 2023 (File No. 001-06541)](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1002-q42022.htm)] | | | 10.02+ | | |

| | | | [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)[,](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] [added: Plan, incorporated] herein by reference to Exhibit [removed: 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] [added: 10.03 to] Registrant’s Report on Form 10-K for the year ended December 31, 2022, filed with the [removed: SEC](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm) [n] [added: SEC n] February 7, 2023 (File No. 001-06541)](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1003-q42022.htm) | | | 10.03+ | | |

| | | | [Form of Director Restricted Stock Unit Award Notice under the Loews Corporation 2016 Incentive Compensation [removed: 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] [added: Plan, incorporated] herein by reference to Exhibit [removed: 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] [added: 10.04 to] Registrant’s Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7, 2023 (File No. 001-06541)](https://www.sec.gov/Archives/edgar/data/60086/000006008623000025/exhibit1004-q42022.htm) | | | 10.04+ | | |

| | | | [List of subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/60086/000006008624000029/exhibit2101-q42023.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/60086/000006008625000036/exhibit2101-q42024.htm)] | | | 21.01* | | |