Loews Corp: Form 10-Q for the period ended Sep 30, 2024

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:

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.

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 nine months ended September 30, 2024 and 2023:

(In millions, except per share data)

Net income attributable to Loews Corporation for the three months ended September 30, 2024 was $401 million, or $1.82 per share, compared to net income of $253 million, or $1.12 per share in the comparable 2023 period. Net income attributable to Loews Corporation for the nine months ended September 30, 2024 was $1,227 million, or $5.54 per share, compared to net income of $988 million, or $4.31 per share in the comparable 2023 period. Corporate includes a $37 million after-tax charge for the termination of a non-contributory defined benefit pension plan for the three and nine months ended September 30, 2023. Loews Hotels & Co includes a $36 million after-tax gain related to the acquisition of an additional equity interest in, and the consolidation of, a previously unconsolidated joint venture property for the nine months ended September 30, 2023.

The increase in net income attributable to Loews Corporation for the three months ended September 30, 2024 as compared to the comparable 2023 period was primarily driven by higher net income at CNA and Boardwalk Pipelines, and higher investment income at the parent company, partially offset by lower results at Loews Hotels & Co. 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. Higher investment income at the parent company is primarily due to the favorable change in the fair value of equity based investments. Loews Hotels & Co’s results decreased primarily due to an impairment charge recorded by a joint venture property.

Results drivers for the nine months ended September 30, 2024 as compared to the comparable 2023 period are consistent with the three-month period discussed above.

CNA Financial

The following table summarizes the results of operations for CNA for the three and nine months ended September 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.

(In millions)

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

Net income attributable to Loews Corporation increased $24 million for the three months ended September 30, 2024 as compared with the comparable 2023 period primarily due to higher net investment income, partially offset by higher catastrophe losses.

Nine Months Ended September 30, 2024 Compared to the Comparable 2023 Period

Net income attributable to Loews Corporation increased $102 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period, the drivers of which are consistent with the three-month period discussed above.

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 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 and gains or losses resulting from pension settlement transactions 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 they are generally driven by economic factors that are not necessarily reflective of CNA’s primary insurance operations. 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. 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) in this MD&A.

In evaluating the results of Property & Casualty Operations, which is comprised of the Specialty, Commercial and International lines of business, 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. 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. Further information on CNA’s reserves is provided in Note 4 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

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 deemed to be a non-GAAP measure and is calculated pretax 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. 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. Underlying underwriting gain (loss) is deemed to be a non-GAAP measure that represents pretax underwriting gain (loss) excluding catastrophe losses and development-related items. Management believes some investors may find this measure useful to evaluate profitability, before tax, of 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.

The following tables present a reconciliation of net income attributable to Loews Corporation to core income (loss), underwriting gain (loss) and underlying underwriting gain (loss) for the three and nine months ended September 30, 2024 and 2023:

(In millions)

44

(In millions)

45

Property & Casualty Operations

The following tables summarize the results of CNA’s Property & Casualty Operations and provides the components to reconcile the combined ratio and loss ratio to the underlying combined ratio and underlying loss ratio for the three and nine months ended September 30, 2024 and 2023.

(In millions, except %)

46

(In millions, except %)

47

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

Gross written premiums, excluding third-party captives, for Specialty increased $33 million for the three months ended September 30, 2024 as compared with the comparable 2023 period driven by retention and higher new business. Net written premiums for Specialty increased $37 million for the three months ended September 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the three months ended September 30, 2024 was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $204 million for the three months ended September 30, 2024 as compared with the comparable 2023 period driven by favorable renewal premium change and higher new business. Net written premiums for Commercial increased $150 million for the three months ended September 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the three months ended September 30, 2024 was consistent with the trend in net written premiums for Commercial.

Gross written premiums and gross written premiums excluding the effect of foreign currency exchange rates for International, for the three months ended September 30, 2024, were largely consistent with the comparable 2023 period. Net written premiums for International decreased $5 million for the three months ended September 30, 2024 as compared with the comparable 2023 period. Excluding the effects of foreign currency exchange rates, net written premiums decreased $4 million for the three months ended September 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the three months ended September 30, 2024 was consistent with the trend in net written premiums in recent quarters for International.

Core income for Property & Casualty Operations decreased $5 million for the three months ended September 30, 2024 as compared with the comparable 2023 period primarily driven by the largely offsetting impacts of higher catastrophe losses and higher net investment income.

Catastrophe losses for Property & Casualty Operations were $143 million for the three months ended September 30, 2024 as compared with $94 million for the comparable 2023 period, primarily related to severe weather related events. Catastrophe losses for the three months ended September 30, 2024 included $55 million for Hurricane Helene. For the three months ended September 30, 2024 and 2023, Specialty had no catastrophe losses, Commercial had catastrophe losses of $127 million and $87 million and International had catastrophe losses of $16 million and $7 million.

Favorable net prior year loss reserve development for Property & Casualty Operations of $5 million and $7 million was recorded for the three months ended September 30, 2024 and 2023. For the three months ended September 30, 2024 and 2023, Specialty recorded no net prior year loss reserve development and favorable net prior year loss reserve development of $5 million, Commercial recorded favorable net prior year loss reserve development of $3 million and $2 million and International recorded favorable net prior year loss reserve development of $2 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 2.9 points for the three months ended September 30, 2024 as compared with the comparable 2023 period primarily due to a 2.1 point increase in the loss ratio and a 0.9 point increase in the expense ratio. The increase in the loss ratio was primarily due to an increase in the underlying loss ratio driven by continued pricing pressure in management liability lines over the last several quarters. The increase in the expense ratio was primarily driven by higher employee related costs.

Commercial’s combined ratio increased 1.3 points for the three months ended September 30, 2024 as compared with the comparable 2023 period due to a 3.1 point increase in the loss ratio, partially offset by a 1.8 point improvement in the expense ratio. The increase in the loss ratio was driven by higher catastrophe losses, which were 9.6 points of the loss ratio for the three months ended September 30, 2024 as compared with 7.4 points of the loss ratio in the comparable 2023 period, and an increase in the underlying loss ratio driven by continuation of elevated loss cost trends in commercial auto and mix of business. The improvement in the expense ratio was primarily driven by higher net earned premiums.

International’s combined ratio increased 7.8 points for the three months ended September 30, 2024 as compared with the comparable 2023 period due to a 5.5 point increase in the expense ratio and a 2.3 point increase in the loss ratio. The increase in the expense ratio was driven by a favorable reinsurance acquisition related catch-up adjustment recorded in the prior year quarter and higher employee related costs in the current quarter. The increase in the loss ratio was driven by higher catastrophe losses, which were 5.1 points of the loss ratio for the three months ended September 30, 2024 as compared with 2.3 points of the loss ratio in the comparable 2023 period, partially offset by favorable net prior year loss reserve development.

Nine Months Ended September 30, 2024 Compared to the Comparable 2023 Period

Gross written premiums, excluding third-party captives, for Specialty increased $50 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period driven by retention and favorable renewal premium change. Net written premiums for Specialty increased $73 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the nine months ended September 30, 2024 was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $656 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period driven by favorable renewal premium change and higher new business. Net written premiums for Commercial increased $429 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the nine months ended September 30, 2024 was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International decreased $29 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period. Excluding the effect of foreign currency exchange rates, gross written premiums decreased $37 million driven by lower new business. Net written premiums for International decreased $16 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period. Excluding the effect of foreign currency exchange rates, net written premiums decreased $20 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period. The increase in net earned premiums for the nine months ended September 30, 2024 was consistent with the trend in net written premiums in recent quarters for International.

Core income for Property & Casualty Operations increased $27 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period primarily driven by higher net investment income partially offset by higher catastrophe losses.

Catastrophe losses for Property & Casualty Operations were $313 million for the nine months ended September 30, 2024 as compared with $214 million for the comparable 2023 period, primarily related to severe weather related events. Catastrophe losses for the nine months ended September 30, 2024 included $55 million for Hurricane Helene. For the nine months ended September 30, 2024 and 2023, Specialty had no catastrophe losses, Commercial had catastrophe losses of $285 million and $190 million and International had catastrophe losses of $28 million and $24 million.

Favorable net prior year loss reserve development for Property & Casualty Operations of $24 million and $11 million was recorded for the nine months ended September 30, 2024 and 2023. For the nine months ended September 30, 2024 and 2023, Specialty recorded favorable net prior year loss reserve development of $8 million and $9 million, Commercial recorded favorable net prior year loss reserve development of $11 million and $17 million and International recorded favorable net year loss reserve development of $5 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 1.8 points for the nine months ended September 30, 2024 as compared with the comparable 2023 period primarily due to a 1.1 point increase in the loss ratio and a 0.6 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 pricing pressure in management liability lines over the last several quarters. The increase in the expense ratio was driven by higher acquisition costs.

Commercial’s combined ratio increased 1.2 points for the nine months ended September 30, 2024 as compared with the comparable 2023 period due to a 2.7 point increase in the loss ratio, partially offset by a 1.5 point improvement in the expense ratio. The increase in the loss ratio was primarily driven by higher catastrophe losses, which were 7.5 points of the loss ratio for the nine months ended September 30, 2024 as compared with 5.7 points of the loss ratio in the comparable 2023 period. The improvement in the expense ratio was primarily driven by higher net earned premiums.

International’s combined ratio increased 1.2 points for the nine months ended September 30, 2024 as compared with the comparable 2023 period due to a 2.8 point increase in the expense ratio partially offset by a 1.6 point improvement in the loss ratio. The increase in the expense ratio was driven by higher employee related costs and a favorable reinsurance acquisition related catch-up adjustment recorded in the prior year period. The improvement in the loss ratio was driven by favorable net prior year loss reserve development partially offset by higher catastrophe losses, which were 3.0 points of the loss ratio for the nine months ended September 30, 2024, as compared with 2.7 points of the loss ratio in the comparable 2023 period.

Other Insurance Operations

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

(In millions)

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

Core results for Other Insurance Operations improved $9 million for the three months ended September 30, 2024 as compared with the comparable 2023 period, primarily due to higher net investment income, partially offset by $3 million after tax lower amortization of the deferred gain related to the A&EP loss portfolio transfer (“LPT”) and a $3 million after tax charge related to an office consolidation in the 2024 period. Both periods are inclusive of assumption updates as a result of the annual long-term care reserve reviews completed in the third quarter of each year.

The cash flow assumption updates from the annual reserve review for the three months ended September 30, 2024 and 2023 resulted in a pretax increase in long-term care reserves of $15 million and $8 million.

The annual structured settlement reserve review resulted in a pretax reduction in claim reserves of $9 million and $6 million for the three months ended September 30, 2024 and 2023.

The current and prior year third quarters include $17 million and $16 million after tax charges related to unfavorable net prior year loss reserve development largely associated with legacy mass tort abuse claims. Further information on the A&EP LPT and 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.

Nine Months Ended September 30, 2024 Compared to the Comparable 2023 Period

Core results for Other Insurance Operations improved $25 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period, the drivers of which are generally consistent with the three month summary above, including a $13 million after tax charge related to an office consolidation in the 2024 period.

Future Policy Benefit Reserves

Annually in the third quarter, an actuarial analysis is performed on policyholder morbidity, persistency, premium rate increases and expense experience. This analysis, combined with judgment, informs the setting of updated cash flow assumptions used to estimate the liability for future policyholder benefits (“LFPB”). For further information on the long-term care reserving process see Note 1 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023.

The table below summarizes the estimated pretax impact on CNA’s results of operations from various hypothetical revisions to its LFPB reserve assumptions. CNA has assumed that revisions to such assumptions would occur in each policy type, age and duration within each long-term care product. The impact of each sensitivity is discrete and does not reflect the impact one factor may have on another or the mitigating impact from management actions, which may include additional future premium rate increases. Although such hypothetical revisions are not currently required or anticipated, CNA believes they could occur based on past variances in experience and its expectations of the ranges of future experience that could reasonably occur. Any actual adjustment would be dependent on the specific policies affected and, therefore, may differ from the estimates summarized below. The estimated impacts to results of operations in the table below are after consideration of any net premium ratio impacts.

(In millions)

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

(In millions)

(In millions)

As part of the annual reserve reviews, statutory long-term care reserve adequacy is evaluated by premium deficiency testing, by comparing carried statutory reserves with best-estimate reserves, which incorporates best estimate discount rate and liability assumptions in its determination. Statutory margin is the excess of carried reserves over best estimate reserves. As of September 30, 2024, statutory long-term care margin increased to $1.4 billion from $1.3 billion, primarily driven by a more favorable interest rate environment resulting in a higher yielding investment portfolio.

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 nine months ended September 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.

(In millions)

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

Net income attributable to Loews Corporation and EBITDA increased $28 million and $47 million for the three months ended September 30, 2024 as compared with the comparable 2023 period, primarily due to the reasons discussed below.

Total revenues increased $120 million for the three months ended September 30, 2024 as compared with the comparable 2023 period. Boardwalk Pipelines’ transportation revenues increased $22 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 from the sale of ethylene increased by $10 million; and the Bayou Ethane acquisition contributed $76 million of operating revenues, primarily resulting from ethane product sales.

Operating costs and expenses increased $70 million for the three months ended September 30, 2024 as compared with the comparable 2023 period, primarily reflecting operations of the Bayou Ethane acquisition.

Depreciation and amortization expenses increased $4 million for the three months ended September 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 September 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.

Nine Months Ended September 30, 2024 Compared to the Comparable 2023 Period

Net income attributable to Loews Corporation and EBITDA increased $77 million and $127 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period, primarily due to the reasons discussed below.

Total revenues increased $363 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period. Boardwalk Pipelines’ transportation revenues increased $61 million, primarily due to re-contracting at higher rates and recently completed growth projects; storage, parking and lending revenues increased $23 million due to favorable market conditions; product sale revenues from the sale of natural gas, ethylene and propane increased $23 million; and the Bayou Ethane acquisition contributed $245 million of operating revenues, primarily resulting from ethane product sales.

Operating costs and expenses increased $225 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period primarily reflecting operations of the Bayou Ethane acquisition.

Depreciation and amortization expenses increased $15 million for the nine months ended September 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 $20 million for the nine months ended September 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 nine months ended September 30, 2024 and 2023:

(In millions)

Loews Hotels & Co

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

(In millions)

Net income (loss) attributable to Loews Corporation decreased $25 million and $72 million for the three and nine months ended September 30, 2024 as compared with the comparable 2023 periods primarily due to the reasons discussed below.

Operating revenues improved by $35 million and $100 million and operating expenses increased by $22 million and $74 million for the three and nine months ended September 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 in the first quarter of 2024. Operating revenues also improved due to 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 increased staffing costs and higher insurance expenses. Consolidating the results of a property previously accounted for under the equity method also contributed to the improvement in operating revenues and the increase in operating expenses for the nine months ended September 30, 2024 as compared with the comparable 2023 period.

The nine months ended September 30, 2023 includes 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 $26 million and $39 million for the three and nine months ended September 30, 2024 as compared with the comparable 2023 periods. The decrease was primarily driven by an impairment charge recorded at a joint venture property which reduced Loews Hotels & Co’s equity income by $19 million. Separately, a reduction in overall occupancy levels at many joint venture hotels, particularly at the Universal Orlando Resort, in 2024 compared to 2023 also led to a decrease in equity income from joint ventures in both periods. In addition, expenses at joint venture properties for the nine months ended September 30, 2024 increased as compared to the comparable 2023 period, largely due to increased staffing costs, as well as higher insurance expenses and property taxes.

The nine months ended September 30, 2023 includes impairment charges of $9 million to reduce the carrying value of certain assets to their estimated fair value.

Depreciation and amortization expense increased $6 million and $18 million for the three and nine months ended September 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. Consolidating the results of a property previously accounted for under the equity method also contributed to the increase in depreciation and amortization expense for the nine months ended September 30, 2024 as compared with the comparable 2023 period.

Interest expense increased $14 million and $28 million for the three and nine months ended September 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 and a decline in the value of interest rate caps.

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 nine months ended September 30, 2024 and 2023 as presented in Note 12 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

(In millions)

Net income attributable to Loews Corporation increased $121 million and $132 million for the three and nine months ended September 30, 2024 as compared with the comparable 2023 periods primarily due to the reasons discussed below.

Net investment income for the Parent Company increased $108 million and $118 million for the three and nine months ended September 30, 2024 as compared with the comparable 2023 periods, primarily due to the favorable change in the fair value of equity based investments and higher income from short-term investments and fixed maturity securities in the trading portfolio.

Operating and other expenses decreased by $51 million and $47 million for the three and nine months ended September 30, 2024 as compared with the comparable 2023 periods. These decreases were primarily due to a settlement expense of $47 million in the third quarter of 2023 to recognize unrealized losses, which were included in AOCI, due to the termination of a non-contributory defined benefit pension plan. For additional information see Note 9 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.

Interest expense decreased by $5 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period 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 $3.3 billion at September 30, 2024 as compared to $2.6 billion at December 31, 2023. During the nine months ended September 30, 2024, we received $975 million in cash dividends from our subsidiaries, including a special cash dividend of $497 million from CNA and distributions of $150 million from Boardwalk Pipelines. Cash outflows during the nine months ended September 30, 2024 included the payment of $262 million to fund treasury stock purchases and $42 million of cash dividends to our shareholders. As a holding company we 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 November 1, 2024, we repurchased 4.6 million shares of Loews Corporation common stock in 2024 for a total cost of $353 million. As of November 1, 2024, there were 217,776,738 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 $1.9 billion for the nine months ended September 30, 2024 as compared with $1.8 billion 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 $3.32 per share on its common stock, including a special cash dividend of $2.00 per share, during the nine months ended September 30, 2024. On November 1, 2024, CNA’s Board of Directors declared a quarterly cash dividend of $0.44 per share payable December 5, 2024 to shareholders of record on November 18, 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 September 30, 2024, CCC was in a positive earned surplus position. CCC paid dividends of $635 million and $770 million during the nine months ended September 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 $68 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period, primarily due to changes in net income adjusted for depreciation and amortization.

For the nine months ended September 30, 2024 and 2023, Boardwalk Pipelines’ capital expenditures were $292 million and $232 million, consisting of growth capital expenditures of $170 million and $137 million and maintenance capital expenditures of $122 million and $95 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 September 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 expenditures for 2024 and to retire its $600 million of debt that is maturing in December 2024. As of September 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.

During the nine months ended September 30, 2024, Boardwalk Pipelines paid distributions of $150 million to the Company.

As of September 30, 2024, Loews Hotels & Co, through its subsidiaries, had a $108 million mortgage loan that matures within twelve months. Loews Hotels & Co currently intends to refinance the loan 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 $413 million in mortgage loans in 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.

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.

(In millions)

CNA’s net investment income increased $73 million and $200 million for the three and nine months ended September 30, 2024 as compared with the comparable 2023 periods, driven by favorable limited partnership and common stock returns, as well as higher income from fixed income securities as a result of favorable reinvestment rates and a larger invested asset base.

Investment Gains (Losses)

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

(In millions)

58

CNA’s pretax investment losses decreased $28 million for the three months ended September 30, 2024 as compared with the comparable 2023 period driven by lower net losses on disposals of fixed maturity securities and the favorable change in fair value of non-redeemable preferred stock.

CNA’s pretax investment losses decreased $63 million for the nine months ended September 30, 2024 as compared with the comparable 2023 period, driven by the favorable change in fair value of non-redeemable preferred stock, lower impairment losses and lower net losses on disposals of fixed maturity securities.

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:

(In millions)

As of September 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 September 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:

(In millions)

59

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:

(In millions)

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.

(In millions of dollars)

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.

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.

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.

There were no material changes in our market risk components as of September 30, 2024 from those discussed in the Quantitative and Qualitative Disclosures about Market Risk section included under Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2023. Additional information related to portfolio duration and market conditions is discussed in the Investments section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included under Part I, Item 2.

The Company maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, including this Report, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company under the Exchange Act is accumulated and communicated to the Company’s management on a timely basis to allow decisions regarding required disclosure.

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 September 30, 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 September 30, 2024 that have materially affected or that are reasonably likely to materially affect the Company’s internal control over financial reporting.

Our Annual Report on Form 10-K for the year ended December 31, 2023 includes a discussion of material risk factors facing the Company. There have been no material changes to such risk factors as of the date of this Report.