Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with our Consolidated Condensed Financial Statements included under Item 1 of this Report and the Consolidated Financial Statements, Risk Factors, and MD&A included in our Annual Report on Form 10-K for the year ended December 31, 2023. This MD&A is comprised of the following sections:

Page No.
Overview39
Results of Operations40
Consolidated Financial Results40
CNA Financial41
Boardwalk Pipelines49
Loews Hotels & Co50
Corporate52
Liquidity and Capital Resources52
Parent Company52
Subsidiaries53
Investments54
Catastrophes and Related Reinsurance57
Critical Accounting Estimates58
Accounting Standards Update58
Forward-Looking Statements58

OVERVIEW

Loews Corporation is a holding company and has four reportable segments comprised of three individual consolidated operating subsidiaries, CNA Financial Corporation (“CNA”), Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”) and Loews Hotels Holding Corporation (“Loews Hotels & Co”); and the Corporate segment. The Corporate segment is primarily comprised of Loews Corporation, excluding its operating subsidiaries, and the equity method of accounting for Altium Packaging LLC (“Altium Packaging”).

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

We rely upon our invested cash balances and distributions from our subsidiaries to generate the funds necessary to meet our obligations and to declare and pay any dividends to our shareholders. The ability of our subsidiaries to pay dividends is subject to, among other things, the availability of sufficient earnings and funds in such subsidiaries, applicable state laws, including in the case of the insurance subsidiaries of CNA, laws and rules governing the payment of dividends by regulated insurance companies (see Note 15 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023) and compliance with covenants in their respective loan agreements. Claims of creditors of our subsidiaries will generally have priority as to the assets of such subsidiaries over our claims and those of our creditors and shareholders. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees.

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RESULTS OF OPERATIONS

Consolidated Financial Results

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 three and six months ended June 30, 2024 and 2023:

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions, except per share data)
CNA Financial$291$255$601$523
Boardwalk Pipelines7057191143
Loews Hotels & Co35745198
Corporate(27)(26)(17)(29)
Net income attributable to Loews Corporation$369$360$826$735
Basic and diluted net income per share$1.67$1.58$3.72$3.19

Net income attributable to Loews Corporation for the three months ended June 30, 2024 was $369 million, or $1.67 per share, compared to net income of $360 million, or $1.58 per share in the comparable 2023 period. Net income attributable to Loews Corporation for the six months ended June 30, 2024 was $826 million, or $3.72 per share, compared to net income of $735 million, or $3.19 per share in the comparable 2023 period.

The increase in net income attributable to Loews Corporation for the three months ended June 30, 2024 as compared to the comparable 2023 period was primarily driven by higher net income at CNA and Boardwalk Pipelines. The increase at CNA is primarily due to higher net investment income, partially offset by higher catastrophe losses, and the increase at Boardwalk Pipelines is primarily due to increased revenues from re-contracting at higher rates and recently completed growth projects. Loews Hotels & Co’s net income for the three months ended June 30, 2023 includes a $36 million gain related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property.

The increase in net income attributable to Loews Corporation for the six months ended June 30, 2024 as compared to the comparable 2023 period was primarily driven by higher net income at CNA and Boardwalk Pipelines. The increase at CNA is primarily due to higher net investment income and favorable net prior year loss reserve development, partially offset by higher catastrophe losses. Excluding CNA, the drivers of the increase in net income for the six months ended June 30, 2024 as compared to the comparable 2023 period are consistent with the three-month discussion above.

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CNA Financial

The following table summarizes the results of operations for CNA for the three and six months ended June 30, 2024 and 2023 as presented in Note 12 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report. For further discussion of Net investment income and Investment gains (losses), see the Investments section of this MD&A.

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions)
Revenues:
Insurance premiums$2,498$2,347$4,939$4,595
Net investment income6185751,2271,100
Investment losses(10)(32)(32)(67)
Non-insurance warranty revenue404407811814
Other revenues971814
Total3,5193,3046,9636,456
Expenses:
Insurance claims and policyholders’ benefits1,8821,7793,6893,432
Amortization of deferred acquisition costs435403879782
Non-insurance warranty expense388384782768
Other operating expenses378346715683
Interest34316959
Total3,1172,9436,1345,724
Income before income tax402361829732
Income tax expense(85)(78)(174)(152)
Net income317283655580
Amounts attributable to noncontrolling interests(26)(28)(54)(57)
Net income attributable to Loews Corporation$291$255$601$523

Three Months Ended June 30, 2024 Compared to the Comparable 2023 Period

Net income attributable to Loews Corporation increased $36 million for the three months ended June 30, 2024 as compared with the comparable 2023 period due to higher net investment income, partially offset by higher catastrophe losses.

Six Months Ended June 30, 2024 Compared to the Comparable 2023 Period

Net income attributable to Loews Corporation increased $78 million for the six months ended June 30, 2024 as compared with the comparable 2023 period due to higher net investment income and favorable net prior year loss reserve development, partially offset by higher catastrophe losses.

CNA’s Property & Casualty and Other Insurance Operations

CNA’s commercial property and casualty insurance operations (“Property & Casualty Operations”) include its Specialty, Commercial and International lines of business. CNA’s Other Insurance Operations outside of Property & Casualty Operations include its long-term care business that is in run-off, certain corporate expenses, including interest on CNA’s corporate debt, and the results of certain property and casualty businesses in run-off, including CNA Re, asbestos and environmental pollution (“A&EP”), a legacy portfolio of excess workers’ compensation (“EWC”) policies and certain legacy mass tort reserves. We believe the presentation of CNA as one reportable segment is appropriate in accordance with applicable accounting standards on segment reporting. However, for purposes of this discussion and analysis of the results

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

In assessing its insurance operations, CNA utilizes the core income (loss) financial measure. Core income (loss) is calculated by excluding investment gains or losses from net income (loss). In addition, core income (loss) excludes the effects of noncontrolling interests. The calculation of core income (loss) excludes investment gains or losses because investment gains or losses are generally driven by economic factors that are not necessarily reflective of CNA’s primary insurance operations. Core income (loss) is deemed to be a non-GAAP financial measure and management believes some investors may find this measure useful to evaluate CNA’s insurance operations. Please see the non-GAAP reconciliation of net income (loss) to core income (loss) that follows in this MD&A.

Property & Casualty Operations

In evaluating the results of Property & Casualty Operations, CNA utilizes the loss ratio, the underlying loss ratio, the expense ratio, the dividend ratio, the combined ratio and the underlying combined ratio. These ratios are calculated using GAAP financial results. The loss ratio is the percentage of net incurred claim and claim adjustment expenses to net earned premiums. The underlying loss ratio excludes the impact of catastrophe losses and development-related items from the loss ratio. Development-related items represent net prior year loss reserve and premium development, and includes the effects of interest accretion and change in allowance for uncollectible reinsurance and deductible amounts. The expense ratio is the percentage of insurance underwriting and acquisition expenses, including the amortization of deferred acquisition costs, to net earned premiums. The dividend ratio is the ratio of policyholders’ dividends incurred to net earned premiums. The combined ratio is the sum of the loss, expense and dividend ratios. The underlying combined ratio is the sum of the underlying loss ratio, the expense ratio and the dividend ratio. In addition, renewal premium change, rate, retention and new business are also utilized in evaluating operating trends. Renewal premium change represents the estimated change in average premium on policies that renew, including rate and exposure changes. Rate represents the average change in price on policies that renew excluding exposure change. Exposure represents the measure of risk used in the pricing of the insurance product. The change in exposure represents the change in premium dollars on policies that renew as a result of the change in risk of the policy. Retention represents the percentage of premium dollars renewed, excluding rate and exposure changes, in comparison to the expiring premium dollars from policies available to renew. New business represents premiums from policies written with new customers and additional policies written with existing customers. Gross written premiums, excluding third-party captives, excludes business which is ceded to third-party captives, including business related to large warranty programs. CNA uses underwriting gain (loss), calculated using GAAP financial results, to monitor insurance operations. Underwriting gain (loss) is pretax and is calculated as net earned premiums less total insurance expenses, which includes insurance claims and policyholders’ benefits, amortization of deferred acquisition costs and other insurance related expenses. Underlying underwriting gain (loss) represents underwriting results excluding catastrophe losses and development-related items.

The following tables summarize the results of CNA’s Property & Casualty Operations for the three and six months ended June 30, 2024 and 2023.

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Three Months Ended June 30, 2024SpecialtyCommercialInternationalTotal
(In millions, except %)
Gross written premiums$1,728$1,927$417$4,072
Gross written premiums excluding third-party captives9841,8024173,203
Net written premiums8571,4583592,674
Net earned premiums8311,2473112,389
Underwriting gain603925124
Net investment income15417532361
Core income16916744380
Other performance metrics:
Loss ratio excluding catastrophes and development59.6%62.0%58.1%60.6%
Effect of catastrophe impacts6.12.03.5
Effect of development-related items(0.4)(0.1)(1.0)(0.3)
Loss ratio59.2%68.0%59.1%63.8%
Expense ratio33.228.532.830.7
Dividend ratio0.30.50.3
Combined ratio92.7%97.0%91.9%94.8%
Combined ratio excluding catastrophes and development93.1%91.0%90.9%91.6%
Rate7%4%
Renewal premium change1%72%5
Retention90848085
New business$118$405$72$595
Three Months Ended June 30, 2023
Gross written premiums$1,769$1,719$421$3,909
Gross written premiums excluding third-party captives9611,6044212,986
Net written premiums8251,3293592,513
Net earned premiums8121,1203022,234
Underwriting gain744222138
Net investment income14216525332
Core income17715938374
Other performance metrics:
Loss ratio excluding catastrophes and development58.6%61.5%57.9%59.9%
Effect of catastrophe impacts5.23.13.1
Effect of development-related items(0.3)(0.5)(0.4)
Loss ratio58.3%66.2%61.0%62.6%
Expense ratio32.429.631.230.9
Dividend ratio0.20.50.3
Combined ratio90.9%96.3%92.2%93.8%
Combined ratio excluding catastrophes and development91.2%91.6%89.1%91.1%
Rate(1)%8%4%5%
Renewal premium change1177
Retention89858386
New business$120$343$92$555
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Six Months Ended June 30, 2024SpecialtyCommercialInternationalTotal
(In millions, except %)
Gross written premiums$3,410$3,613$791$7,814
Gross written premiums excluding third-party captives1,8643,4847916,139
Net written premiums1,6492,7966195,064
Net earned premiums1,6452,4496264,720
Underwriting gain1366846250
Net investment income30435163718
Core income34632581752
Other performance metrics:
Underlying loss ratio59.4%62.0%58.1%60.6%
Effect of catastrophe impacts6.42.03.6
Effect of development-related items(0.5)(0.5)(0.3)
Loss ratio58.9%68.4%59.6%63.9%
Expense ratio32.528.433.030.4
Dividend ratio0.30.50.4
Combined ratio91.7%97.3%92.6%94.7%
Underlying combined ratio92.2%90.9%91.1%91.4%
Rate1%7%4%
Renewal premium change283%5
Retention89848185
New business$212$772$140$1,124
Six Months Ended June 30, 2023
Gross written premiums$3,549$3,161$819$7,529
Gross written premiums excluding third-party captives1,8473,0448195,710
Net written premiums1,6132,5176304,760
Net earned premiums1,6092,1665924,367
Underwriting gain1548331268
Net investment income27131448633
Core income34831062720
Other performance metrics:
Underlying loss ratio58.5%61.5%57.7%59.9%
Effect of catastrophe impacts4.72.92.7
Effect of development-related items(0.2)(0.3)2.50.2
Loss ratio58.3%65.9%63.1%62.8%
Expense ratio31.929.831.530.8
Dividend ratio0.20.50.3
Combined ratio90.4%96.2%94.6%93.9%
Underlying combined ratio90.6%91.8%89.2%91.0%
Rate8%4%5%
Renewal premium change2%1077
Retention89858386
New business$228$653$177$1,058
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Three Months Ended June 30, 2024 Compared to the Comparable 2023 Period

Gross written premiums, excluding third-party captives, for Specialty increased $23 million for the three months ended June 30, 2024 as compared with the comparable 2023 period driven by favorable renewal premium change and retention. Net written premiums for Specialty increased $32 million for the three months ended June 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the three months ended June 30, 2024 was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $208 million for the three months ended June 30, 2024 as compared with the comparable 2023 period driven by rate and higher new business. Net written premiums for Commercial increased $129 million for the three months ended June 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the three months ended June 30, 2024 was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International decreased $4 million for the three months ended June 30, 2024 as compared with the comparable 2023 period. Excluding the effect of foreign currency exchange rates, gross written premiums decreased $4 million driven by lower new business. Net written premiums for International were consistent with the comparable 2023 period. Excluding the effect of foreign currency exchange rates, net written premiums increased $1 million for the three months ended June 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the three months ended June 30, 2024 was consistent with the trend in net written premiums in recent quarters for International.

Core income for Property & Casualty Operations increased $6 million for the three months ended June 30, 2024 as compared with the comparable 2023 period driven by higher net investment income partially offset by higher catastrophe losses.

Catastrophe losses for Property & Casualty Operations were $82 million for the three months ended June 30, 2024 as compared with $68 million for the comparable 2023 period. For the three months ended June 30, 2024 and 2023, Specialty had no catastrophe losses, Commercial had catastrophe losses of $76 million and $59 million and International had catastrophe losses of $6 million and $9 million.

Favorable net prior year loss reserve development for Property & Casualty Operations of $12 million and $17 million was recorded for the three months ended June 30, 2024 and 2023. For the three months ended June 30, 2024 and 2023, Specialty recorded favorable net prior year loss reserve development of $3 million and $4 million, Commercial recorded favorable net prior year loss reserve development of $6 million and $13 million and International recorded favorable net prior year loss reserve development of $3 million and no net prior year loss reserve development. Further information on net prior year loss reserve development is included in Note 4 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Specialty’s combined ratio increased 1.8 points for the three months ended June 30, 2024 as compared with the comparable 2023 period primarily due to a 0.9 point increase in the loss ratio and a 0.8 point increase in the expense ratio. The increase in the loss ratio was due to an increase in the underlying loss ratio primarily driven by continued rate pressure over the last several quarters. The increase in the expense ratio was driven by higher acquisition costs.

Commercial’s combined ratio increased 0.7 points for the three months ended June 30, 2024 as compared with the comparable 2023 period due to a 1.8 point increase in the loss ratio, partially offset by a 1.1 point improvement in the expense ratio. The increase in the loss ratio was primarily driven by higher catastrophe losses, which were 6.1 points of the loss ratio for the three months ended June 30, 2024 as compared with 5.2 points of the loss ratio in the comparable 2023 period, an increase in the underlying loss ratio and lower favorable net prior year loss reserve development. The improvement in the expense ratio was primarily driven by higher net earned premiums, partially offset by higher acquisition costs.

International’s combined ratio improved 0.3 points for the three months ended June 30, 2024 as compared with the comparable 2023 period due to a 1.9 point improvement in the loss ratio, partially offset by a 1.6 point increase in the expense ratio. The improvement in the loss ratio was driven by lower catastrophe losses, which were 2.0 points of the loss ratio for the three months ended June 30, 2024 as compared with 3.1 points of the loss ratio in the comparable 2023 period and favorable net prior year loss reserve development. The increase in the expense ratio was driven by higher employee related and acquisition costs.

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Six Months Ended June 30, 2024 Compared to the Comparable 2023 Period

Gross written premiums, excluding third-party captives, for Specialty increased $17 million for the six months ended June 30, 2024 as compared with the comparable 2023 period driven by favorable renewal premium change and retention. Net written premiums for Specialty increased $36 million for the six months ended June 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the six months ended June 30, 2024 was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $452 million for the six months ended June 30, 2024 as compared with the comparable 2023 period driven by rate and higher new business. Net written premiums for Commercial increased $279 million for the six months ended June 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the six months ended June 30, 2024 was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International decreased $28 million for the six months ended June 30, 2024 as compared with the comparable 2023 period. Excluding the effect of foreign currency exchange rates, gross written premiums decreased $35 million driven by lower new business. Net written premiums for International decreased $11 million for the six months ended June 30, 2024 as compared with the comparable 2023 period. Excluding the effect of foreign currency exchange rates, net written premiums decreased $15 million for the six months ended June 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the six months ended June 30, 2024 was consistent with the trend in net written premiums in recent quarters for International.

Core income for Property & Casualty Operations increased $32 million for the six months ended June 30, 2024 as compared with the comparable 2023 period driven by higher net investment income and favorable net prior year loss reserve development partially offset by higher catastrophe losses.

Catastrophe losses for Property & Casualty Operations were $170 million for the six months ended June 30, 2024 as compared with $120 million for the comparable 2023 period. For the six months ended June 30, 2024 and 2023, Specialty had no catastrophe losses, Commercial had catastrophe losses of $158 million and $103 million and International had catastrophe losses of $12 million and $17 million.

Favorable net prior year loss reserve development for Property & Casualty Operations of $19 million and $4 million was recorded for the six months ended June 30, 2024 and 2023. For the six months ended June 30, 2024 and 2023, Specialty recorded favorable net prior year loss reserve development of $8 million and $4 million, Commercial recorded favorable net prior year loss reserve development of $8 million and $15 million and International recorded favorable net year loss reserve development of $3 million and unfavorable net prior year loss reserve development of $15 million. Further information on net prior year loss reserve development is included in Note 4 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Specialty’s combined ratio increased 1.3 points for the six months ended June 30, 2024 as compared with the comparable 2023 period primarily due to a 0.6 point increase in the expense ratio and a 0.6 point increase in the loss ratio. The increase in the expense ratio was driven by higher acquisition costs. The increase in the loss ratio was due to an increase in the underlying loss ratio primarily driven by continued rate pressure over the last several quarters partially offset by favorable net prior year loss reserve development.

Commercial’s combined ratio increased 1.1 points for the six months ended June 30, 2024 as compared with the comparable 2023 period due to a 2.5 point increase in the loss ratio, partially offset by a 1.4 point improvement in the expense ratio. The increase in the loss ratio was primarily driven by higher catastrophe losses, which were 6.4 points of the loss ratio for the six months ended June 30, 2024 as compared with 4.7 points of the loss ratio in the comparable 2023 period. The improvement in the expense ratio was primarily driven by higher net earned premiums partially offset by higher employee related costs.

International’s combined ratio improved 2.0 points for the six months ended June 30, 2024 as compared with the comparable 2023 period due to a 3.5 point improvement in the loss ratio, partially offset by a 1.5 point increase in the expense ratio. The improvement in the loss ratio was driven by favorable net prior year loss reserve development and lower catastrophe losses, which were 2.0 points of the loss ratio for the six months ended June 30, 2024, as compared with 2.9 points of the loss ratio in the comparable 2023 period. The increase in the expense ratio was driven by higher employee related costs partially offset by higher net earned premiums.

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Other Insurance Operations

The following table summarizes the results of CNA’s Other Insurance Operations for the three and six months ended June 30, 2024 and 2023.

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions)
Net earned premiums$109$113$219$228
Net investment income257243509467
Core loss(54)(66)(71)(87)

Three Months Ended June 30, 2024 Compared to the Comparable 2023 Period

Core results for Other Insurance Operations improved $12 million for the three months ended June 30, 2024 as compared with the comparable 2023 period, primarily due to a reduced impact from long-term care policy buyouts and higher net investment income, partially offset by a $5 million after tax charge related to an office consolidation in the 2024 period. The current and prior year quarters each include a $28 million after tax charge related to unfavorable net prior year loss reserve development largely associated with legacy mass tort abuse claims. Further information on net prior year loss reserve development is included in Note 4 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Six Months Ended June 30, 2024 Compared to the Comparable 2023 Period

Core results for Other Insurance Operations improved $16 million for the six months ended June 30, 2024 as compared with the comparable 2023 period, primarily due to a reduced impact from long-term care policy buyouts and higher net investment income, partially offset by a $10 million after tax charge related to an office consolidation in the 2024 period.

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

The following table reconciles net income attributable to Loews Corporation to core income for the three and six months ended June 30, 2024 and 2023:

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions)
Net income attributable to Loews Corporation$291$255$601$523
Investment losses9252653
Noncontrolling interests26285457
Total core income$326$308$681$633
Core income (loss):
Property & Casualty Operations$380$374$752$720
Other Insurance Operations(54)(66)(71)(87)
Total core income$326$308$681$633
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Boardwalk Pipelines

A significant portion of Boardwalk Pipelines’ revenues is fee-based, being derived from capacity reservation charges under firm agreements with customers, which do not vary significantly period to period, but are impacted by longer term trends in its business such as changes in pricing on contract renewals and other factors. Boardwalk Pipelines has little to no direct commodity price exposure. For further information on Boardwalk Pipelines’ revenue recognition policies see Note 1 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Boardwalk Pipelines’ operations and maintenance expenses are impacted by its compliance with the requirements of, among other regulations, the Pipeline and Hazardous Materials Safety Administration Mega Rule and Boardwalk Pipelines’ efforts to monitor, control and reduce emissions, as further discussed in Results of Operations of our MD&A included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.

On September 29, 2023, Boardwalk Pipelines acquired Williams Olefins Pipeline Holdco LLC, renamed Boardwalk Ethane Pipeline Holdco, LLC (“Bayou Ethane”) after the acquisition, from Williams Field Services Group, LLC. Bayou Ethane provides ethane supply and transportation services for industrial customers in Louisiana and Texas.

The following table summarizes the results of operations for Boardwalk Pipelines for the three and six months ended June 30, 2024 and 2023, as presented in Note 12 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report. Boardwalk Pipelines also utilizes a non-GAAP measure, earnings before interest, income tax expense, depreciation and amortization (“EBITDA”) as a financial measure to assess its operating and financial performance and return on invested capital. Management believes some investors may find this measure useful in evaluating Boardwalk Pipelines’ performance.

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions)
Revenues:
Operating revenues and other$479$361$992$756
Interest income94136
Total4883651,005762
Expenses:
Operating and other:
Operating costs and expenses239148445289
Depreciation and amortization108102214203
Interest47399078
Total394289749570
Income before income tax9476256192
Income tax expense(24)(19)(65)(49)
Net income attributable to Loews Corporation$70$57$191$143
EBITDA$240$213$547$467

Three Months Ended June 30, 2024 Compared to the Comparable 2023 Period

EBITDA and net income attributable to Loews Corporation increased $27 million and $13 million for the three months ended June 30, 2024 as compared with the comparable 2023 period, primarily due to the reasons discussed below.

Total revenues increased $123 million for the three months ended June 30, 2024 as compared with the comparable 2023 period. Boardwalk Pipelines’ transportation revenues increased $15 million, primarily due to re-contracting at higher rates and recently completed growth projects; storage, parking and lending revenues increased $8 million due to favorable market conditions; product sale revenues increased by $3 million from the sale of ethylene; and the Bayou Ethane acquisition contributed $93 million of operating revenues, primarily resulting from ethane product sales.

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Operating costs and expenses increased $91 million for the three months ended June 30, 2024 as compared with the comparable 2023 period, primarily reflecting operations of the Bayou Ethane acquisition.

Depreciation and amortization expenses increased $6 million for the three months ended June 30, 2024 as compared with the comparable 2023 period due to an increased asset base from recently completed growth projects and the Bayou Ethane acquisition.

Interest expenses increased $8 million for the three months ended June 30, 2024 as compared with the comparable 2023 period, primarily due to pre-financing Boardwalk Pipeline’s $600 million of debt maturing in December 2024.

Six Months Ended June 30, 2024 Compared to the Comparable 2023 Period

EBITDA and net income attributable to Loews Corporation increased $80 million and $48 million for the six months ended June 30, 2024 as compared with the comparable 2023 period, primarily due to the reasons discussed below.

Total revenues increased $243 million for the six months ended June 30, 2024 as compared with the comparable 2023 period. Boardwalk Pipelines’ transportation revenues increased $40 million, primarily due to re-contracting at higher rates and recently completed growth projects; storage, parking and lending revenues increased $15 million due to favorable market conditions; product sale revenues from the sale of natural gas, ethylene and propane increased $13 million; and the Bayou Ethane acquisition contributed $169 million of operating revenues, primarily resulting from ethane product sales.

Operating costs and expenses increased $156 million for the six months ended June 30, 2024 as compared with the comparable 2023 period primarily reflecting operations of the Bayou Ethane acquisition.

Depreciation and amortization expenses increased $11 million for the six months ended June 30, 2024 as compared with the comparable 2023 period due to an increased asset base from recently completed growth projects and the Bayou Ethane acquisition.

Interest expenses increased $12 million for the six months ended June 30, 2024 as compared with the comparable 2023 period, primarily due to pre-financing Boardwalk Pipeline’s $600 million of debt maturing in December 2024.

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

The following table reconciles net income attributable to Loews Corporation to EBITDA for the three and six months ended June 30, 2024 and 2023:

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions)
Net income attributable to Loews Corporation$70$57$191$143
Interest, net38357772
Income tax expense24196549
Depreciation and amortization108102214203
EBITDA$240$213$547$467

Loews Hotels & Co

The following table summarizes the results of operations for Loews Hotels & Co for the three and six months ended June 30, 2024 and 2023, as presented in Note 12 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

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Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions)
Revenues:
Operating revenue$219$182$402$337
Gain on acquisition of a joint venture4646
Revenues related to reimbursable expenses32266563
Total251254467446
Expenses:
Operating and other:
Operating169142324272
Asset impairments99
Reimbursable expenses32266563
Depreciation and amortization24174533
Equity income from joint ventures(32)(41)(59)(72)
Interest14206
Total207153395311
Income before income tax4410172135
Income tax expense(9)(27)(21)(37)
Net income attributable to Loews Corporation$35$74$51$98

Net income attributable to Loews Corporation decreased $39 million and $47 million for the three and six months ended June 30, 2024 as compared with the comparable 2023 periods primarily due to the reasons discussed below.

Operating revenues improved by $37 million and $65 million and operating expenses increased by $27 million and $52 million for the three and six months ended June 30, 2024 as compared with the comparable 2023 periods. The increase in operating revenues and operating expenses was primarily driven by the opening of the Loews Arlington Hotel and Convention Center, including pre-opening expenses, in the first quarter of 2024. Operating revenues also improved due to consolidating the results of a property previously accounted for under the equity method, higher occupancy levels at many city center hotels as a result of the continued recovery in group travel in 2024 as compared with the comparable 2023 periods and an increase in food and beverage revenues. Operating expenses also increased due to consolidating the results of a property previously accounted for under the equity method and increased staffing costs, as well as higher insurance expenses and property taxes.

During the second quarter of 2023, Loews Hotels & Co recorded a gain of $46 million ($36 million after tax) related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property.

Equity income from joint ventures decreased $9 million and $13 million for the three and six months ended June 30, 2024 as compared with the comparable 2023 periods. The decrease was driven by a reduction in overall occupancy levels at many joint venture hotels, particularly at the Universal Orlando Resort, in 2024 compared to 2023 and higher expenses at joint venture properties, largely due to increased staffing costs, as well as higher insurance expenses and property taxes. Equity income from joint ventures also decreased for the three months ended June 30, 2024 compared to the comparable 2023 period due to lower average daily rates for many joint venture hotels, particularly at the Universal Orlando Resort.

The three and six months ended June 30, 2023 include impairment charges of $9 million to reduce the carrying value of certain assets to their estimated fair value.

Depreciation and amortization expense increased $7 million and $12 million for the three and six months ended June 30, 2024 as compared with the comparable 2023 periods mainly due to the opening of the Loews Arlington Hotel and Convention Center in the first quarter of 2024 and consolidating the results of a property previously accounted for under the equity method.

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Interest expense increased $14 million and $14 million for the three and six months ended June 30, 2024 as compared with the comparable 2023 periods primarily due to placing the Loews Arlington Hotel and Convention Center into service during the first quarter of 2024, after which Loews Hotels & Co no longer capitalized interest on that development project.

Corporate

Corporate operations consist primarily of investment income, interest expense and administrative costs at the Parent Company. Investment income includes earnings on cash and short-term investments held at the Parent Company to meet current and future liquidity needs, as well as results of the trading portfolio held at the Parent Company. Corporate also includes the equity method of accounting for Altium Packaging.

The following table summarizes the results of operations for Corporate for the three and six months ended June 30, 2024 and 2023 as presented in Note 12 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions)
Revenues:
Net investment income$9$11$63$53
Total9116353
Expenses:
Operating and other18184037
Equity method loss5265
Interest19213843
Total42418485
Loss before income tax(33)(30)(21)(32)
Income tax benefit6443
Net loss attributable to Loews Corporation$(27)$(26)$(17)$(29)

Net loss attributable to Loews Corporation increased $1 million and decreased $12 million for the three and six months ended June 30, 2024 as compared with the comparable 2023 periods primarily due to the reasons discussed below.

Net investment income for the Parent Company decreased $2 million for the three months ended June 30, 2024 as compared with the comparable 2023 period primarily due to the unfavorable change in the fair value of equity based investments, partially offset by higher income from short-term investments and fixed maturity securities in the trading portfolio. Net investment income for the Parent Company increased $10 million for the six months ended June 30, 2024 as compared with the comparable 2023 period, primarily due to higher returns on equity based investments and higher income from short term investments in the trading portfolio.

Interest expenses decreased by $2 million and $5 million for the three and six months ended June 30, 2024 as compared with the comparable 2023 periods due to the retirement of the Parent Company’s $500 million aggregate principal amount of its 2.6% senior notes in May of 2023.

LIQUIDITY AND CAPITAL RESOURCES

Parent Company

Parent Company cash and investments, net of receivables and payables, totaled $3.1 billion at June 30, 2024 as compared to $2.6 billion at December 31, 2023. During the six months ended June 30, 2024, we received $815 million in cash dividends from our subsidiaries, including a special cash dividend of $497 million from CNA and distributions of $100 million from Boardwalk Pipelines. Cash outflows during the six months ended June 30, 2024 included the payment of $203 million to fund treasury stock purchases and $28 million of cash dividends to our shareholders. As a holding company we

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depend on dividends from our subsidiaries and returns on our investment portfolio to fund our obligations. We also have an effective shelf registration statement on file with the Securities and Exchange Commission (“SEC”) under which we may publicly issue an unspecified amount of our debt, equity or hybrid securities from time to time. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees.

Depending on market and other conditions, we may purchase shares of our and our subsidiaries outstanding common stock in the open market, in privately negotiated transactions or otherwise. As of July 26, 2024, we repurchased 2.8 million shares of Loews Corporation common stock in 2024 for a total cost of $212 million. As of July 26, 2024, there were 219,516,512 shares of Loews Corporation common stock outstanding.

Future uses of our cash may include investing in our subsidiaries, new acquisitions, dividends and/or purchases of our and our subsidiaries’ outstanding common stock. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend on many factors, including our earnings, financial condition and business needs.

Subsidiaries

CNA’s cash provided by operating activities was $1.1 billion for the six months ended June 30, 2024 as compared with $937 million for the comparable 2023 period. The increase in cash provided by operating activities was driven by an increase in premiums collected and higher earnings from fixed income securities, partially offset by an increase in net claim payments and higher operating expenses.

CNA paid cash dividends of $2.88 per share on its common stock, including a special cash dividend of $2.00 per share, during the six months ended June 30, 2024. On July 26, 2024, CNA’s Board of Directors declared a quarterly cash dividend of $0.44 per share payable August 29, 2024 to shareholders of record on August 12, 2024. CNA’s declaration and payment of future dividends is at the discretion of its Board of Directors and will depend on many factors, including CNA’s earnings, financial condition, business needs and regulatory constraints. CNA believes that its present cash flows from operating, investing and financing activities are sufficient to fund its current and expected working capital and debt obligation needs and does not expect this to change in the near term.

Dividends to CNA from Continental Casualty Company (“CCC”), a subsidiary of CNA, are subject to the insurance holding company laws of the State of Illinois, the domiciliary state of CCC. Under these laws, ordinary dividends, or dividends that do not require prior approval by the Illinois Department of Insurance, are determined based on the greater of the prior year’s statutory net income or 10% of statutory surplus as of the end of the prior year, as well as the timing and amount of dividends paid in the preceding 12 months. Additionally, ordinary dividends may only be paid from earned surplus, which is calculated by removing unrealized gains from unassigned surplus. As of June 30, 2024, CCC was in a positive earned surplus position. CCC paid dividends of $490 million and $660 million during the six months ended June 30, 2024 and 2023. The actual level of dividends paid in any year is determined after an assessment of available dividend capacity, holding company liquidity and cash needs as well as the impact the dividends will have on the statutory surplus of the applicable insurance company.

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

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

Boardwalk Pipelines’ cash provided by operating activities increased $48 million for the six months ended June 30, 2024 as compared with the comparable 2023 period, primarily due to changes in net income adjusted for depreciation and amortization.

For the six months ended June 30, 2024 and 2023, Boardwalk Pipelines’ capital expenditures were $196 million and $151 million, consisting of growth capital expenditures of $124 million and $95 million and maintenance capital expenditures of $72 million and $56 million.

In February of 2024, Boardwalk Pipelines completed a public offering of $600 million aggregate principal amount of its 5.6% senior notes due August 1, 2034. As of June 30, 2024, Boardwalk Pipelines had the full borrowing capacity of $1.0 billion available under its revolving credit facility. The revolving credit facility has a borrowing capacity of $1.0 billion through May 27, 2027, and a borrowing capacity of $912 million from May 28, 2027 to May 26, 2028. Boardwalk Pipelines anticipates that its existing capital resources, including its cash and cash equivalents, short-term investments, revolving credit facility and cash flows from operating activities, will be adequate to fund its operations and capital

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expenditures for 2024 and to retire its $600 million of debt that is maturing in December 2024. As of June 30, 2024, Boardwalk Pipelines also has an effective shelf registration statement on file with the SEC under which it may publicly issue up to $900 million of debt securities, warrants or rights from time to time.

In the first half of 2024, Boardwalk Pipelines paid distributions of $100 million to the Company.

As of June 30, 2024, Loews Hotels & Co, through its subsidiaries, had $409 million in mortgage loans that mature within twelve months. Loews Hotels & Co currently intends to refinance these loans prior to maturity. Refinancing any indebtedness, including loans of unconsolidated joint venture partnerships, may require Loews Hotels & Co to make principal pay downs, establish restricted cash reserves or provide guaranties of the subsidiary’s debt. Through the date of this Report, all Loews Hotels & Co’s subsidiaries are in compliance with their debt covenants.

Loews Hotels & Co refinanced $118 million in mortgage loans in the second quarter of 2024 that were due to mature within twelve months.

Loews Hotels & Co acquired all of the remaining outstanding noncontrolling equity interest of an owned and consolidated hotel for $30 million in the second quarter of 2024. In addition, Loews Hotels & Co received aggregate proceeds of $23 million for the sale of an owned hotel in the first quarter of 2024.

INVESTMENTS

Investment activities of our non-insurance subsidiaries primarily consist of investments in fixed income securities, including short-term investments. The Parent Company portfolio also includes equity securities, including short sales and derivative instruments. Certain of these types of Parent Company investments generally have greater volatility, less liquidity and greater risk than fixed income investments and are included within Results of Operations – Corporate.

The Parent Company enters into short sales and invests in certain derivative instruments that are used for asset and liability management activities, income enhancements to its portfolio management strategy and to benefit from anticipated future movements in the underlying markets. If such movements do not occur as anticipated, significant losses may occur. Monitoring procedures include senior management review of daily reports of existing positions and valuation fluctuations to seek to ensure that open positions are consistent with the portfolio strategy.

Credit exposure associated with non-performance by counterparties to derivative instruments is generally limited to the uncollateralized change in fair value of the derivative instruments recognized in the Consolidated Condensed Balance Sheets. The risk of non-performance is mitigated by monitoring the creditworthiness of counterparties and diversifying derivatives by using multiple counterparties. Collateral is occasionally required from derivative investment counterparties depending on the amount of the exposure and the credit rating of the counterparty.

Insurance

CNA maintains a large portfolio of fixed maturity and equity securities, including large amounts of corporate and government issued debt securities, residential and commercial mortgage-backed securities, other asset-backed securities and investments in limited partnerships which pursue a variety of long and short investment strategies across a broad array of asset classes. CNA’s investment portfolio supports its obligation to pay future insurance claims and provides investment returns which are an important part of CNA’s overall profitability.

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Net Investment Income

The significant components of CNA’s net investment income are presented in the following table. Fixed income securities, as presented, include both fixed maturity securities and non-redeemable preferred stock.

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions)
Fixed income securities:
Taxable fixed income securities$484$444$956$874
Tax-exempt fixed income securities36467495
Total fixed income securities5204901,030969
Limited partnership and common stock investments786814696
Other, net of investment expense20175135
Net investment income$618$575$1,227$1,100
Effective income yield for the fixed income securities portfolio4.8%4.6%4.8%4.6%
Limited partnership and common stock return3.1%3.1%6.1%4.5%

CNA’s net investment income increased $43 million and $127 million for the three and six months ended June 30, 2024 as compared with the comparable 2023 periods, driven by higher income from fixed income securities as a result of favorable reinvestment rates and a larger invested asset base, as well as favorable limited partnership and common stock returns.

Investment Gains (Losses)

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

Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
(In millions)
Investment gains (losses):
Fixed maturity securities:
Corporate and other bonds$(4)$(12)$(21)$(35)
States, municipalities and political subdivisions(2)(3)(2)7
Asset-backed(6)(12)(21)(21)
Total fixed maturity securities(12)(27)(44)(49)
Non-redeemable preferred stock1312(11)
Derivatives, short-term and other1(8)(7)
Total investment losses(10)(32)(32)(67)
Income tax benefit17614
Amounts attributable to noncontrolling interests2235
Investment losses attributable to Loews Corporation$(7)$(23)$(23)$(48)
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CNA’s pretax investment losses decreased $22 million for the three months ended June 30, 2024 as compared with the comparable 2023 period driven by lower impairment losses.

CNA’s pretax investment losses decreased $35 million for the six months ended June 30, 2024 as compared with the comparable 2023 period, driven by the favorable change in fair value of non-redeemable preferred stock and lower impairment losses.

Further information on CNA’s investment gains and losses is set forth in Note 2 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Portfolio Quality

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

June 30, 2024December 31, 2023
Estimated Fair ValueNet Unrealized Gains (Losses)Estimated Fair ValueNet Unrealized Gains (Losses)
(In millions)
U.S. Government, Government agencies and Government-sponsored enterprises$2,841$(374)$2,795$(298)
AAA2,886(225)2,727(169)
AA6,323(559)6,444(420)
A10,126(426)9,910(223)
BBB16,314(884)16,670(744)
Non-investment grade1,913(105)1,879(119)
Total$40,403$(2,573)$40,425$(1,973)

As of June 30, 2024 and December 31, 2023, 1% of CNA’s fixed maturity portfolio was rated internally. AAA rated securities included $0.2 billion of pre-funded municipal bonds as of June 30, 2024 and December 31, 2023.

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

June 30, 2024Estimated Fair ValueGross Unrealized Losses
(In millions)
U.S. Government, Government agencies and Government-sponsored enterprises$2,599$378
AAA1,841288
AA4,371730
A6,587629
BBB11,8131,119
Non-investment grade880134
Total$28,091$3,278
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The following table presents the maturity profile for these available-for-sale fixed maturity securities. Securities not due to mature on a single date are allocated based on weighted average life:

June 30, 2024Estimated Fair ValueGross Unrealized Losses
(In millions)
Due in one year or less$1,308$38
Due after one year through five years8,384458
Due after five years through ten years8,2801,084
Due after ten years10,1191,698
Total$28,091$3,278

Duration

A primary objective in the management of CNA’s investment portfolio is to optimize return relative to the corresponding liabilities and respective liquidity needs. CNA’s views on the current interest rate environment, tax regulations, asset class valuations, specific security issuer and broader industry segment conditions as well as domestic and global economic conditions, are some of the factors that enter into an investment decision. CNA also continually monitors exposure to issuers of securities held and broader industry sector exposures and may from time to time adjust such exposures based on its views of a specific issuer or industry sector.

A further consideration in the management of CNA’s investment portfolio is the characteristics of the corresponding liabilities and the ability to align the duration of the portfolio to those liabilities and to meet future liquidity needs, minimize interest rate risk and maintain a level of income sufficient to support the underlying insurance liabilities. For portfolios where future liability cash flows are determinable and typically long-term in nature, CNA segregates investments for asset/liability management purposes. The segregated investments support the long-term care and structured settlement liabilities in Other Insurance Operations. The effective durations of CNA’s fixed income securities and short-term investments are presented in the following table. Amounts presented are net of payable and receivable amounts for securities purchased and sold, but not yet settled.

June 30, 2024December 31, 2023
Estimated Fair ValueEffective Duration (Years)Estimated Fair ValueEffective Duration (Years)
(In millions of dollars)
Life & Group$15,0559.9$15,13710.2
Property & Casualty and other27,5784.427,9814.5
Total$42,6336.4$43,1186.5

CNA’s investment portfolio is periodically analyzed for changes in duration and related price risk. Certain securities have duration characteristics that are variable based on market interest rates, credit spreads and other factors that may drive variability in the amount and timing of cash flows. Additionally, CNA periodically reviews the sensitivity of the portfolio to the level of foreign exchange rates and other factors that contribute to market price changes. A summary of these risks and specific analysis on changes is included in the Quantitative and Qualitative Disclosures about Market Risk included under Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2023.

CATASTROPHES AND RELATED REINSURANCE

Various events can cause catastrophe losses. These events can be natural or man-made, including hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, fires, floods, riots, strikes, civil unrest, cyber attacks, pandemics and acts of terrorism that produce unusually large aggregate losses.

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Catastrophes are an inherent risk of the property and casualty insurance business and have contributed to material period-to-period fluctuations in CNA’s results of operations and/or equity. CNA uses various analyses and methods, including using one of the industry standard natural catastrophe models, to estimate hurricane and earthquake losses at various return periods and to inform underwriting and reinsurance decisions designed to manage its exposure to catastrophic events. CNA generally seeks to manage its exposure through the purchase of catastrophe reinsurance and utilizes various reinsurance programs to mitigate catastrophe losses, including excess-of-loss occurrence and aggregate treaties covering property and workers’ compensation, a property quota share treaty and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (“TRIPRA”), as well as individual risk agreements that reinsure losses from specific classes or lines of business. CNA conducts an ongoing review of its risk and catastrophe reinsurance coverages and from time to time makes changes as it deems appropriate. In the second quarter of 2024, CNA renewed its excess-of-loss property catastrophe reinsurance as described below:

Group North American Property Treaty

CNA purchased corporate catastrophe excess-of-loss treaty reinsurance covering its U.S. states and territories and Canadian property exposures underwritten in its North American and European companies. The treaty has a term of June 1, 2024 to June 1, 2025 and provides coverage for the accumulation of covered losses from catastrophe occurrences above CNA’s per occurrence retention of $250 million up to $1.4 billion for all losses. Losses stemming from terrorism events are covered unless they are due to a nuclear, biological or chemical attack. All layers of the treaty provide for one full reinstatement.

Group Workers’ Compensation Treaty

CNA also purchased corporate Workers’ Compensation catastrophe excess-of-loss treaty reinsurance for the period January 1, 2024 to January 1, 2025 providing $275 million of coverage for the accumulation of covered losses related to natural catastrophes above CNA’s per occurrence retention of $25 million. The treaty also provides $775 million of coverage for the accumulation of covered losses related to terrorism events above CNA’s per occurrence retention of $25 million. Of the $775 million in terrorism coverage, $200 million is provided for nuclear, biological, chemical and radiation events. One full reinstatement is available for the first $275 million above the retention, regardless of the covered peril.

CRITICAL ACCOUNTING ESTIMATES

Certain accounting policies require us to make estimates and judgments that affect the amounts reflected in the Consolidated Condensed Financial Statements. Such estimates and judgments necessarily involve varying, and possibly significant, degrees of uncertainty. Accordingly, certain amounts currently recorded or disclosed in the financial statements will likely be adjusted in the future based on new available information and changes in other facts and circumstances. See the Critical Accounting Estimates and the Insurance Reserves sections of our MD&A included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 for further information.

ACCOUNTING STANDARDS UPDATE

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

FORWARD-LOOKING STATEMENTS

Investors are cautioned that certain statements contained in this Report as well as in other of our and our subsidiaries’ SEC filings and periodic press releases and certain statements made by us and our subsidiaries and our and their officials in presentations or remarks may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include, without limitation, any statement that does not directly relate to any historical or current fact and may project, indicate or imply future results, events, performance or achievements. Such statements may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions. In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those anticipated or projected.

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Developments in any of the risks or uncertainties facing us or our subsidiaries, including those described under Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 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. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and we and our subsidiaries expressly disclaim any obligation or undertaking to update these statements to reflect any change in expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based.

Previous: Item 1. Financial Statements. · Next: Item 3. Quantitative and Qualitative Disclosures about Market Risk.