Loews 10Q 2022 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ____________ to _____________

Commission File Number 1-06541

LOEWS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			13-2646102
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

667 Madison Avenue, New York, NY 10065-8087

(Address of principal executive offices) (Zip Code)

(212) 521-2000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	L	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐


			Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

No ☒

As of October 28, 2022, there were 237,427,052 shares of the registrant’s common stock outstanding.


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INDEX


			Page
			No.

Part I. Financial Information

Item 1. Financial Statements (unaudited)

Consolidated Condensed Balance Sheets			3
September 30, 2022 and December 31, 2021

Consolidated Condensed Statements of Operations			4
Three and nine months ended September 30, 2022 and 2021

Consolidated Condensed Statements of Comprehensive Income (Loss )			5
Three and nine months ended September 30, 2022 and 2021

Consolidated Condensed Statement s of Equity			6
Three and nine months ended September 30, 2022 and 2021

Consolidated Condensed Statements of Cash Flows			8
Nine months ended September 30, 2022 and 2021

Notes to Consolidated Condensed Financial Statements			9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			39

Item 3. Quantitative and Qualitative Disclosures about Market Risk			61

Item 4. Controls and Procedures			61

Part II. Other Information			62

Item 1. Legal Proceedings			62

Item 1A. Risk Factors			62

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			62

Item 6. Exhibits			63


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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)


	September 30,		December 31,
	2022		2021
(Dollar amounts in millions, except per share data)

Assets:

Investments:
Fixed maturities, amortized cost of $41,588 and $39,952, less allowance for credit loss of $3 and $18	$	37,504	$	44,380
Equity securities, cost of $1,581 and $1,546	1,340		1,674
Limited partnership investments	1,975		1,933
Other invested assets, primarily mortgage loans, less allowance for credit loss of $24 and $16	1,053		1,091
Short term investments	4,125		4,860
Total investments	45,997		53,938
Cash	886		621
Receivables	9,458		9,273
Property, plant and equipment	9,949		9,888
Goodwill	344		349
Deferred non-insurance warranty acquisition expenses	3,653		3,476
Deferred acquisition costs of insurance subsidiaries	787		737
Other assets	4,037		3,344
Total assets	$	75,111	$	81,626

Liabilities and Equity:

Insurance reserves:
Claim and claim adjustment expense	$	24,700	$	24,174
Future policy benefits	10,454		13,236
Unearned premiums	6,195		5,761
Total insurance reserves	41,349		43,171
Payable to brokers	359		90
Short term debt	814		93
Long term debt	8,475		8,986
Deferred income taxes	245		1,079
Deferred non-insurance warranty revenue	4,706		4,503
Other liabilities	4,510		4,529
Total liabilities	60,458		62,451

Commitments and contingent liabilities

Preferred stock, $0.10 par value:
Authorized – 100,000,000 shares
Common stock, $0.01 par value:
Authorized – 1,800,000,000 shares
Issued – 248,665,240 and 248,467,051 shares	2		2
Additional paid-in capital	2,886		2,885
Retained earnings	15,377		14,776
Accumulated other comprehensive income (loss)	(3,803)		186
	14,462		17,849
Less treasury stock, at cost (10,515,975 and 50,000 shares)	(616)		(3)
Total shareholders’ equity	13,846		17,846
Noncontrolling interests	807		1,329
Total equity	14,653		19,175
Total liabilities and equity	$	75,111	$	81,626

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions, except per share data)

Revenues:
Insurance premiums	$	2,221	$	2,059	$	6,435	$	6,056
Net investment income	404		483		1,202		1,649
Investment gains (losses)	(96)		22		(166)		657
Non-insurance warranty revenue	399		357		1,173		1,054
Operating revenues and other	533		450		1,607		1,580
Total	3,461		3,371		10,251		10,996

Expenses:
Insurance claims and policyholders’ benefits	1,665		1,632		4,703		4,684
Amortization of deferred acquisition costs	383		368		1,101		1,084
Non-insurance warranty expense	371		330		1,092		973
Operating expenses and other	760		638		2,166		2,208
Interest	92		99		284		324
Total	3,271		3,067		9,346		9,273
Income before income tax	190		304		905		1,723
Income tax expense	(47)		(58)		(190)		(391)
Net income	143		246		715		1,332
Amounts attributable to noncontrolling interests	(13)		(26)		(67)		(97)
Net income attributable to Loews Corporation	$	130	$	220	$	648	$	1,235

Basic net income per share	$	0.54	$	0.86	$	2.65	$	4.71
Diluted net income per share	$	0.54	$	0.85	$	2.64	$	4.70

Weighted average shares outstanding:
Shares of common stock	240.37		256.76		244.57		262.27
Dilutive potential shares of common stock	0.39		0.54		0.46		0.50
Total weighted average shares outstanding assuming dilution	240.76		257.30		245.03		262.77

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Net income	$	143	$	246	$	715	$	1,332

Other comprehensive income (loss), after tax
Changes in:
Net unrealized losses on investments with an allowance for credit losses	(2)				(8)
Net unrealized losses on other investments	(1,327)		(138)		(4,284)		(465)
Total unrealized losses on investments	(1,329)		(138)		(4,292)		(465)
Unrealized gains on cash flow hedges	4		2		28		14
Pension and postretirement benefits	6		16		18		32
Foreign currency translation	(106)		(33)		(189)		(19)

Other comprehensive loss	(1,425)		(153)		(4,435)		(438)

Comprehensive income (loss)	(1,282)		93		(3,720)		894

Amounts attributable to noncontrolling interests	119		(9)		379		(49)

Total comprehensive income (loss) attributable to Loews Corporation	$	(1,163)	$	84	$	(3,341)	$	845

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY

(Unaudited)


			Loews Corporation Shareholders
	Total		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held in Treasury		Noncontrolling Interests
(In millions)

Balance, July 1, 2021	$	19,398	$	3	$	3,121	$	15,132	$	327	$	(500)	$	1,315
Net income	246						220						26
Other comprehensive loss	(153)								(136)				(17)
Dividends paid ($0.0625 per share)	(27)						(16)						(11)

Purchases of Loews Corporation treasury stock	(333)										(333)

Stock-based compensation	(2)				(2)
Other	1				1
Balance, September 30, 2021	$	19,130	$	3	$	3,120	$	15,336	$	191	$	(833)	$	1,313

Balance, July 1, 2022	$	16,221	$	2	$	2,869	$	15,261	$	(2,510)	$	(386)	$	985
Net income	143						130						13
Other comprehensive loss	(1,425)								(1,293)				(132)
Dividends paid ($0.0625 per share)	(23)						(15)						(8)

Purchase of subsidiary stock from noncontrolling interests	(45)				5								(50)
Purchases of Loews Corporation treasury stock	(230)										(230)
Stock-based compensation	9				8								1
Other	3				4		1						(2)
Balance, September 30, 2022	$	14,653	$	2	$	2,886	$	15,377	$	(3,803)	$	(616)	$	807

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY

(Unaudited)


			Loews Corporation Shareholders
	Total		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held in Treasury		Noncontrolling Interests
(In millions)

Balance, January 1, 2021	$	19,181	$	3	$	3,133	$	14,150	$	581	$	(7)	$	1,321
Net income	1,332						1,235						97
Other comprehensive loss	(438)								(390)				(48)
Dividends paid ($0.1875 per share)	(103)						(49)						(54)
Purchase of subsidiary stock from noncontrolling interests	(18)												(18)
Purchases of Loews Corporation treasury stock	(826)										(826)

Stock-based compensation	5				(11)								16
Other	(3)				(2)								(1)
Balance, September 30, 2021	$	19,130	$	3	$	3,120	$	15,336	$	191	$	(833)	$	1,313

Balance, January 1, 2022	$	19,175	$	2	$	2,885	$	14,776	$	186	$	(3)	$	1,329
Net income	715						648						67
Other comprehensive loss	(4,435)								(3,989)				(446)
Dividends paid ($0.1875 per share)	(133)						(46)						(87)

Purchase of subsidiary stock from noncontrolling interests	(66)				4								(70)
Purchases of Loews Corporation treasury stock	(614)										(614)
Stock-based compensation	11				(6)								17
Other	—				3		(1)				1		(3)
Balance, September 30, 2022	$	14,653	$	2	$	2,886	$	15,377	$	(3,803)	$	(616)	$	807

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


Nine Months Ended September 30	2022		2021
(In millions)

Operating Activities:

Net income	$	715	$	1,332
Adjustments to reconcile net income to net cash provided by operating activities, net	779		(85)







Changes in operating assets and liabilities, net:
Receivables	(447)		(1,115)
Deferred acquisition costs	(66)		(15)
Insurance reserves	1,743		1,891
Other assets	(486)		(853)
Other liabilities	161		701
Trading securities	293		(180)
Net cash flow provided by operating activities	2,692		1,676

Investing Activities:

Purchases of fixed maturities	(8,768)		(7,127)
Proceeds from sales of fixed maturities	4,885		2,510
Proceeds from maturities of fixed maturities	2,095		3,360
Purchases of equity securities	(245)		(242)
Proceeds from sales of equity securities	230		237
Purchases of limited partnership investments	(265)		(281)
Proceeds from sales of limited partnership investments	156		239
Purchases of property, plant and equipment	(437)		(327)

Dispositions	16		52
(Investment in) sale of interest in Altium Packaging	(79)		417
Change in short term investments	568		725
Other, net	65		13
Net cash flow used by investing activities	(1,779)		(424)

Financing Activities:

Dividends paid	(46)		(49)
Dividends paid to noncontrolling interests	(87)		(54)
Purchases of Loews Corporation treasury stock	(611)		(825)
Purchases of subsidiary stock from noncontrolling interests	(66)		(18)
Principal payments on debt	(327)		(1,154)
Issuance of debt	532		1,199
Other, net	(16)		(12)
Net cash flow used by financing activities	(621)		(913)

Effect of foreign exchange rate on cash	(27)		(6)

Net change in cash	265		333
Cash, beginning of period	621		478
Cash, end of period	$	886	$	811

See accompanying Notes to Consolidated Condensed Financial Statements.


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Loews Corporation and Subsidiaries

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Loews Corporation is a holding company. Its consolidated operating subsidiaries are engaged in the following lines of business: commercial property and casualty insurance (CNA Financial Corporation (“CNA”), a 90% owned subsidiary); transportation and storage of natural gas and natural gas liquids (Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”), a wholly owned subsidiary) and the operation of a chain of hotels (Loews Hotels Holding Corporation (“Loews Hotels & Co”), a wholly owned subsidiary). Unless the context otherwise requires, the term “Company” means Loews Corporation including its consolidated subsidiaries, the term “Parent Company” means 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.

On April 1, 2021, Loews Corporation sold 47% of Altium Packaging LLC (“Altium Packaging”), previously a 99% owned subsidiary, for $420 million in cash consideration, and following the transaction Loews Corporation deconsolidated Altium Packaging. Effective April 1, 2021, Loews Corporation’s investment in Altium Packaging is accounted for under the equity method of accounting, with the investment reported in Other assets on the Consolidated Condensed Balance Sheets and equity income (loss) reported in Operating expenses and other on the Consolidated Condensed Statements of Operations. The transaction resulted in a gain of $555 million ($438 million after tax) for the nine months ended September 30, 2021, which was recorded in Investment gains (losses) on the Consolidated Condensed Statement of Operations. For additional information regarding the deconsolidation of Altium Packaging, see Note 2 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

In the opinion of management, the accompanying unaudited Consolidated Condensed Financial Statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company’s financial position as of September 30, 2022 and December 31, 2021 and results of operations, comprehensive income (loss) and changes in shareholders’ equity for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021, in each case in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Net income for the third quarter and first nine months of each of the years is not necessarily indicative of net income for that entire year. These Consolidated Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The Company presents basic and diluted net income (loss) per share on the Consolidated Condensed Statements of Operations. Basic net income (loss) per share excludes dilution and is computed by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the three and nine months ended September 30, 2022 and 2021 there were no shares attributable to employee stock-based compensation awards excluded from the diluted weighted average shares outstanding amounts because the effect would have been antidilutive.

Recently issued Accounting Standards Updates (“ASUs”) – In August of 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-12, “Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts.” The updated accounting guidance requires changes to the measurement and disclosure of long-duration contracts. For the Company, this includes CNA’s long term care and fully-ceded single premium immediate annuity business. Entities will be required to review, and update if there is a change, cash flow assumptions (including morbidity and persistency) at least annually and to update quarterly discount rate assumptions using an upper-medium grade fixed-income instrument yield. The effect of changes in cash flow assumptions will be recorded in Net income and the effect of changes in discount rate assumptions will be recorded in Other comprehensive income (“OCI”). The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted, and may be applied using either a modified retrospective transition method or a full retrospective transition method. Financial statements for prior periods presented will be adjusted to reflect the effects of applying the new accounting guidance.

The Company will adopt the new guidance effective January 1, 2023, using the modified retrospective method applied as of the transition date of January 1, 2021. A published spot rate curve constructed from A+, A and A- rated U.S. dollar denominated corporate bonds matched to the duration of the corresponding insurance liabilities will be used to calculate discount rates. Long-duration contracts will be grouped into calendar year cohorts based on the contract issue date and


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product line. Long term care contracts will be grouped separately from the fully-ceded single premium immediate annuity contracts.

The most significant impact at the transition date will be the effect of updating the discount rate assumption to reflect an upper-medium grade fixed-income instrument yield, which will be partially offset by the de-recognition of Shadow Adjustments associated with long-duration contracts. The Company expects the net impact of these changes will be a decrease of approximately $2.1 billion (after tax and noncontrolling interests) in Accumulated other comprehensive income (“AOCI”) as of the transition date of January 1, 2021. There is a minimal transition impact expected to retained earnings.

The requirement to review, and update if there is a change, cash flow assumptions at least annually is expected to change the pattern of earnings being recognized. Adoption will also significantly expand the Company’s disclosures, and will impact systems, processes and controls. While the requirements of the new guidance represent a material change from existing accounting guidance, the new guidance will not impact capital and surplus under statutory accounting practices, cash flows, or the underlying economics of the business.

The Company continues to make progress in connection with these matters and is in the process of refining key accounting policy decisions, technology solutions and updates to internal controls associated with adoption of the new guidance. These in-progress activities include modifications of actuarial valuation systems, data sourcing, analytical procedures and reporting processes.

2. Investments

Net investment income is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Fixed maturity securities	$	454	$	425	$	1,324	$	1,278
Limited partnership investments	(32)		89		(5)		285

Equity securities (a)	2		4		(7)		53
Income (loss) from trading portfolio (a)	(18)		(30)		(95)		46
Other	19		13		47		43
Total investment income	425		501		1,264		1,705
Investment expenses	(21)		(18)		(62)		(56)
Net investment income	$	404	$	483	$	1,202	$	1,649
(a) Net investment income (loss) recognized due to the change in fair value of equity and trading portfolio securities held as of September 30, 2022 and 2021	$	(68)	$	(55)	$	(179)	$	(9)


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Investment gains (losses) are as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Fixed maturity securities:
Gross gains	$	23	$	50	$	94	$	159
Gross losses	(134)		(28)		(222)		(68)
Investment gains (losses) on fixed maturity securities	(111)		22		(128)		91
Equity securities (a)	(2)		(2)		(111)		17
Derivative instruments	24		2		79		7
Short term investments and other	(7)				(6)		(13)
Altium Packaging (see Note 1)							555

Investment gains (losses)	$	(96)	$	22	$	(166)	$	657
(a) Investment gains (losses) recognized due to the change in fair value of non-redeemable preferred stock included within equity securities held as of September 30, 2022 and 2021	$	(2)	$	(2)	$	(109)	$	15

Investment gains (losses) for the three months ended September 30, 2022 in the table above include a $35 million net loss related to the expected novation of a coinsurance agreement on CNA’s legacy annuity business, which was transacted on a funds withheld basis and gave rise to an embedded derivative. The net loss of $35 million is comprised of a $59 million loss on the fixed maturity securities supporting the funds withheld liability to recognize unrealized losses which had been included in AOCI since the inception of the coinsurance agreement, partially offset by a $24 million gain on the associated embedded derivative. Taken together, this net loss is the final recognition of changes in the valuation of the funds held assets and offsets previously recognized investment gains on the associated embedded derivative.

The components of available-for-sale impairment losses (gains) recognized in earnings by asset type are presented in the following table. The table includes losses (gains) on securities with an intention to sell and changes in the allowance for credit losses on securities since acquisition date:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Fixed maturity securities available-for-sale:
Corporate and other bonds	$	24			$	53	$	5
Asset-backed	1		$	11	2		11
Impairment losses (gains) recognized in earnings	$	25	$	11	$	55	$	16

There were $8 million of losses on mortgage loans recognized during the three and nine months ended September 30, 2022 primarily due to changes in expected credit losses. There were no losses recognized on mortgage loans during the three and nine months ended September 30, 2021.


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The following tables present a summary of fixed maturity securities:


September 30, 2022	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Estimated Fair Value
(In millions)

Fixed maturity securities:
Corporate and other bonds	$	23,082	$	231	$	2,398			$	20,915
States, municipalities and political subdivisions	9,244		259		1,080				8,423
Asset-backed:
Residential mortgage-backed	3,153		6		470				2,689
Commercial mortgage-backed	1,921		4		237				1,688
Other asset-backed	3,264		2		349		$	3	2,914
Total asset-backed	8,338		12		1,056		3		7,291
U.S. Treasury and obligations of government sponsored enterprises	107		3		1				109
Foreign government	544		2		48				498
Redeemable preferred stock	3								3
Fixed maturities available-for-sale	41,318		507		4,583		3		37,239
Fixed maturities trading	270				5				265
Total fixed maturity securities	$	41,588	$	507	$	4,588	$	3	$	37,504


December 31, 2021	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Estimated Fair Value
(In millions)

Fixed maturity securities:
Corporate and other bonds	$	21,444	$	2,755	$	56	$	11	$	24,132
States, municipalities and political subdivisions	10,358		1,599		14				11,943
Asset-backed:
Residential mortgage-backed	2,893		71		8				2,956
Commercial mortgage-backed	1,987		63		19				2,031
Other asset-backed	2,561		54		10		7		2,598
Total asset-backed	7,441		188		37		7		7,585
U.S. Treasury and obligations of government sponsored enterprises	132		1		3				130
Foreign government	570		15		2				583

Fixed maturities available-for-sale	39,945		4,558		112		18		44,373
Fixed maturities trading	7								7
Total fixed maturity securities	$	39,952	$	4,558	$	112	$	18	$	44,380

The net unrealized gains and losses on available-for-sale investments included in the tables above are recorded as a component of AOCI. When presented in AOCI, these amounts are net of tax and noncontrolling interests and any required Shadow Adjustments. To the extent there are unrealized gains on fixed income securities supporting the reserves of certain products within the Life & Group business that would result in a premium deficiency, or would impact the reserve balance if realized, a related increase in Insurance reserves is recorded as a reduction of net unrealized gains (losses), net of tax and noncontrolling interests, through Other comprehensive income (loss) (“Shadow Adjustments”). As of September 30, 2022


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and December 31, 2021, the net unrealized gains and losses on investments included in AOCI were correspondingly reduced by Shadow Adjustments of $41 million and $2.2 billion (after tax and noncontrolling interests).

The available-for-sale securities in a gross unrealized loss position for which an allowance for credit losses has not been recorded are as follows:


	Less than 12 Months				12 Months or Longer				Total
September 30, 2022	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
(In millions)

Fixed maturity securities:
Corporate and other bonds	$	16,707	$	2,117	$	914	$	281	$	17,621	$	2,398
States, municipalities and political subdivisions	4,793		1,029		128		51		4,921		1,080
Asset-backed:
Residential mortgage-backed	2,582		462		17		8		2,599		470
Commercial mortgage-backed	1,372		194		233		43		1,605		237
Other asset-backed	2,433		307		233		42		2,666		349
Total asset-backed	6,387		963		483		93		6,870		1,056
U.S. Treasury and obligations of government-sponsored enterprises	61		1						61		1
Foreign government	446		42		25		6		471		48
Total fixed maturity securities	$	28,394	$	4,152	$	1,550	$	431	$	29,944	$	4,583

December 31, 2021

Fixed maturity securities:
Corporate and other bonds	$	2,389	$	48	$	136	$	8	$	2,525	$	56
States, municipalities and political subdivisions	730		14						730		14
Asset-backed:
Residential mortgage-backed	1,043		8						1,043		8
Commercial mortgage-backed	527		7		167		12		694		19
Other asset-backed	840		10		62				902		10
Total asset-backed	2,410		25		229		12		2,639		37
U.S. Treasury and obligations of government-sponsored enterprises	69		3		5				74		3
Foreign government	97		2						97		2
Total fixed maturity securities	$	5,695	$	92	$	370	$	20	$	6,065	$	112


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The following table presents the estimated fair value and gross unrealized losses of fixed maturity securities in a gross unrealized loss position for which an allowance for credit loss has not been recorded, by ratings distribution.


	September 30, 2022				December 31, 2021
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises	$	2,360	$	360	$	898	$	8
AAA	1,566		318		368		6
AA	4,430		917		875		17
A	6,548		838		1,516		23
BBB	13,394		1,902		1,812		42
Non-investment grade	1,646		248		596		16
Total	$	29,944	$	4,583	$	6,065	$	112

Based on current facts and circumstances, the unrealized losses presented in the September 30, 2022 securities in the gross unrealized loss position table above are not believed to be indicative of the ultimate collectibility of the current amortized cost of the securities, but rather are primarily attributable to changes in risk-free interest rates and a general market widening of credit spreads. In reaching this determination, the recent volatility in risk-free rates and credit spreads, as well as the fact that the unrealized losses are concentrated in investment grade issuers, were considered. Additionally, there is no current intent to sell securities with unrealized losses, nor is it more likely than not that sale will be required prior to recovery of amortized cost; accordingly, it was determined that there are no additional impairment losses to be recorded at September 30, 2022.

The following tables present the activity related to the allowance on available-for-sale securities with credit impairments and purchased credit-deteriorated (“PCD”) assets. Accrued interest receivables on available-for-sale fixed maturity securities totaled $401 million, $369 million and $387 million as of September 30, 2022, December 31, 2021 and September 30, 2021 and are excluded from the estimate of expected credit losses and the amortized cost basis in the tables within this Note.


Three months ended September 30, 2022	Corporate and Other Bonds		Asset-backed		Total
(In millions)

Allowance for credit losses:
Balance as of July 1, 2022	$	—	$	5	$	5
Additions to the allowance for credit losses:

Available-for-sale securities accounted for as PCD assets					—

Reductions to the allowance for credit losses:


Write-offs charged against the allowance					—

Additional decreases to the allowance for credit losses on securities that had an allowance recorded in a previous period			(2)		(2)
Total allowance for credit losses	$	—	$	3	$	3


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Three months ended September 30, 2021	Corporate and Other Bonds		Asset-backed		Total
(In millions)

Allowance for credit losses:
Balance as of July 1, 2021	$	24	$	21	$	45
Additions to the allowance for credit losses:


Available-for-sale securities accounted for as PCD assets	2				2

Reductions to the allowance for credit losses:

Write-offs charged against the allowance	16				16


Total allowance for credit losses	$	10	$	21	$	31


Nine months ended September 30, 2022

Allowance for credit losses:
Balance as of January 1, 2022	$	11	$	7	$	18
Additions to the allowance for credit losses:

Available-for-sale securities accounted for as PCD assets			3		3

Reductions to the allowance for credit losses:


Write-offs charged against the allowance	12				12

Additional increases or (decreases) to the allowance for credit losses on securities that had an allowance recorded in a previous period	1		(7)		(6)
Total allowance for credit losses	$	—	$	3	$	3


Nine months ended September 30, 2021

Allowance for credit losses:
Balance as of January 1, 2021	$	23	$	17	$	40
Additions to the allowance for credit losses:

Securities for which credit losses were not previously recorded	14				14
Available-for-sale securities accounted for as PCD assets	4		4		8

Reductions to the allowance for credit losses:
Securities sold during the period (realized)	6				6
Write-offs charged against the allowance	16				16

Additional decreases to the allowance for credit losses on securities that had an allowance recorded in a previous period	(9)				(9)
Total allowance for credit losses	$	10	$	21	$	31


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Contractual Maturity

The following table presents available-for-sale fixed maturity securities by contractual maturity.


	September 30, 2022				December 31, 2021
	Cost or Amortized Cost		Estimated Fair Value		Cost or Amortized Cost		Estimated Fair Value
(In millions)

Due in one year or less	$	952	$	948	$	1,603	$	1,624
Due after one year through five years	9,487		9,000		10,637		11,229
Due after five years through ten years	14,323		12,765		13,294		14,338
Due after ten years	16,556		14,526		14,411		17,182
Total	$	41,318	$	37,239	$	39,945	$	44,373

Actual maturities may differ from contractual maturities because certain securities may be called or prepaid. Securities not due at a single date are allocated based on weighted average life.

Mortgage Loans

The following table presents the amortized cost basis of mortgage loans for each credit quality indicator by year of origination. The primary credit quality indicators utilized are debt service coverage ratios (“DSCR”) and loan-to-value (“LTV”) ratios.


	Mortgage Loans Amortized Cost Basis by Origination Year (a)
As of September 30, 2022	2022		2021		2020		2019		2018		Prior		Total
(In millions)

DSCR ≥1.6x
LTV less than 55%	$	9	$	13	$	112	$	29	$	54	$	275	$	492
LTV 55% to 65%													—
LTV greater than 65%	18		11										29
DSCR 1.2x - 1.6x
LTV less than 55%	5		49		18		56		10		42		180
LTV 55% to 65%	87				20						8		115
LTV greater than 65%													—
DSCR ≤1.2x
LTV less than 55%							57						57
LTV 55% to 65%			21				44						65
LTV greater than 65%	10						22				7		39
Total	$	129	$	94	$	150	$	208	$	64	$	332	$	977


(a)			The values in the table above reflect DSCR on a standardized amortization period and LTV ratios based on the most recent appraised values trended forward using changes in a commercial real estate price index.

Derivative Financial Instruments

A summary of the aggregate contractual or notional amounts and gross estimated fair values related to derivative financial instruments follows. The contractual or notional amounts for derivatives are used to calculate the exchange of contractual payments under related agreements and may not be representative of the potential for gain or loss on these


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instruments. Gross estimated fair values of derivative positions are currently presented in Equity securities, Receivables and Payable to brokers on the Consolidated Condensed Balance Sheets.


	September 30, 2022					December 31, 2021
	Contractual/Notional Amount		Estimated Fair Value			Contractual/Notional Amount		Estimated Fair Value
			Asset		(Liability)			Asset	(Liability)
(In millions)

Without hedge designation:





Interest rate swaps	$	240	$	19		$	100


Embedded derivative on funds withheld liability	220		1			270			$	(12)
Other	127		7

Investment Commitments

As part of the overall investment strategy, investments are made in various assets which require future purchase, sale or funding commitments. These investments are recorded once funded, and the related commitments may include future capital calls from various third-party limited partnerships, signed and accepted mortgage loan applications and obligations related to private placement securities. As of September 30, 2022, commitments to purchase or fund were approximately $1.6 billion and to sell were approximately $100 million under the terms of these investments.

3. Fair Value

Assets and liabilities measured at fair value on a recurring basis are summarized in the following tables. Corporate bonds and other includes obligations of the U.S. Treasury, government-sponsored enterprises, foreign governments and redeemable preferred stock.


September 30, 2022	Level 1		Level 2		Level 3		Total
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	118	$	20,605	$	802	$	21,525
States, municipalities and political subdivisions			8,381		42		8,423
Asset-backed			6,575		716		7,291
Fixed maturities available-for-sale	118		35,561		1,560		37,239
Fixed maturities trading	183		82				265
Total fixed maturities	$	301	$	35,643	$	1,560	$	37,504

Equity securities	$	685	$	625	$	30	$	1,340
Short term and other	3,847		163				4,010
Receivables			19				19
Payable to brokers	(90)						(90)


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December 31, 2021	Level 1		Level 2		Level 3		Total
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	140	$	23,768	$	937	$	24,845
States, municipalities and political subdivisions			11,887		56		11,943
Asset-backed			7,029		556		7,585
Fixed maturities available-for-sale	140		42,684		1,549		44,373
Fixed maturities trading			7				7
Total fixed maturities	$	140	$	42,691	$	1,549	$	44,380

Equity securities	$	924	$	721	$	29	$	1,674
Short term and other	4,696		74				4,770

Payable to brokers	(70)						(70)


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The following tables present reconciliations for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2022 and 2021:


			Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)																Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities Held at September 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at September 30
2022	Balance, July 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, September 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	846	$	1	$	(50)	$	9			$	(4)					$	802			$	(51)
States, municipalities and political
subdivisions	46				(4)												42				(4)
Asset-backed	641		7		(38)		116				(14)		$	47	$	(43)	716				(38)
Fixed maturities available-for-sale	1,533		8		(92)		125		$	—	(18)		47		(43)		1,560		$	—	(93)
Fixed maturities trading	—																—
Total fixed maturities	$	1,533	$	8	$	(92)	$	125	$	—	$	(18)	$	47	$	(43)	$	1,560	$	—	$	(93)

Equity securities	$	47	$	(7)											$	(10)	$	30	$	(7)


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			Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)																Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities Held at September 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at September 30
2021	Balance, July 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, September 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	883	$	1	$	1	$	55			$	(11)			$	(52)	$	877			$	2
States, municipalities and political
subdivisions	57																57
Asset-backed	410		1		1		83		$	(9)	(11)		$	41	(38)		478
Fixed maturities available-for-sale	1,350		2		2		138		(9)		(22)		41		(90)		1,412		$	—	2
Fixed maturities trading	—																—
Total fixed maturities	$	1,350	$	2	$	2	$	138	$	(9)	$	(22)	$	41	$	(90)	$	1,412	$	—	$	2

Equity securities	$	36	$	(2)			$	1	$	(11)			$	11	$	(10)	$	25	$	(3)


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			Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)																Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities Held at September 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at September 30
2022	Balance, January 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, September 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	937	$	(1)	$	(203)	$	127	$	(5)	$	(63)	$	10			$	802			$	(203)
States, municipalities and political
subdivisions	56				(14)												42				(14)
Asset-backed	556		18		(122)		348		(2)		(54)		66		$	(94)	716				(121)
Fixed maturities available-for-sale	1,549		17		(339)		475		(7)		(117)		76		$	(94)	1,560		$	—	(338)
Fixed maturities trading	—																—
Total fixed maturities	$	1,549	$	17	$	(339)	$	475	$	(7)	$	(117)	$	76	$	(94)	$	1,560	$	—	$	(338)

Equity securities	$	29	$	(7)			$	12	$	(3)	$	9			$	(10)	$	30	$	(8)


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			Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)																Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities Held at September 30		Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities Held at September 30
2021	Balance, January 1		Included in Net Income		Included in OCI		Purchases		Sales		Settlements		Transfers into Level 3		Transfers out of Level 3		Balance, September 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	770	$	(9)	$	(23)	$	219	$	(3)	$	(35)	$	10	$	(52)	$	877			$	(22)
States, municipalities and political
subdivisions	46						12				(1)						57
Asset-backed	308		4		(4)		197		(9)		(38)		71		(51)		478				(5)
Fixed maturities available-for-sale	1,124		(5)		(27)		428		(12)		(74)		81		(103)		1,412		$	—	(27)
Fixed maturities trading	8		(6)								(2)						—
Total fixed maturities	$	1,132	$	(11)	$	(27)	$	428	$	(12)	$	(76)	$	81	$	(103)	$	1,412	$	—	$	(27)

Equity securities	$	43	$	(15)			$	11	$	(15)			$	11	$	(10)	$	25	$	(1)

Net investment gains and losses are reported in Net income as follows:


Major Category of Assets and Liabilities			Consolidated Condensed Statements of Operations Line Items

Fixed maturity securities available-for-sale			Investment gains (losses)
Fixed maturity securities trading			Net investment income
Equity securities			Investment gains (losses) and Net investment income
Other invested assets			Investment gains (losses) and Net investment income
Derivative financial instruments held in a trading portfolio			Net investment income
Derivative financial instruments, other			Investment gains (losses) and Operating revenues and other


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Significant Unobservable Inputs

The following tables present quantitative information about the significant unobservable inputs utilized in the fair value measurement of Level 3 assets. Valuations for assets and liabilities not presented in the tables below are primarily based on broker/dealer quotes for which there is a lack of transparency as to inputs used to develop the valuations. The quantitative detail of unobservable inputs from these broker quotes is neither provided nor reasonably available. The weighted average rate is calculated based on fair value.


September 30, 2022	Estimated Fair Value		Valuation Techniques	Unobservable Inputs	Range (Weighted Average)
	(In millions)

Fixed maturity securities	$	1,111	Discounted cash flow	Credit spread	1%	—	11%	(3%)

December 31, 2021

Fixed maturity securities	$	1,225	Discounted cash flow	Credit spread	1%	—	7%	(2%)

For fixed maturity securities, an increase to the credit spread assumptions would result in a lower fair value measurement.

Financial Assets and Liabilities Not Measured at Fair Value

The carrying amount, estimated fair value and the level of the fair value hierarchy of the financial assets and liabilities which are not measured at fair value on the Consolidated Condensed Balance Sheets are presented in the following tables. The carrying amounts and estimated fair values of short term debt and long term debt exclude finance lease obligations. The carrying amounts reported on the Consolidated Condensed Balance Sheets for cash and short term investments not carried at fair value and certain other assets and liabilities approximate fair value due to the short term nature of these items.


	Carrying Amount		Estimated Fair Value
September 30, 2022			Level 1	Level 2		Level 3		Total
(In millions)

Assets:
Other invested assets, primarily mortgage loans	$	953				$	880	$	880

Liabilities:
Short term debt	813			$	794	14		808
Long term debt	8,470			7,135		666		7,801

December 31, 2021

Assets:
Other invested assets, primarily mortgage loans	$	973				$	1,018	$	1,018

Liabilities:
Short term debt	93					93		93
Long term debt	8,981			$	9,170	611		9,781


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4. Claim and Claim Adjustment Expense Reserves and Future Policy Benefit Reserves

Property and casualty insurance claim and claim adjustment expense reserves represent the estimated amounts necessary to resolve all outstanding claims, including incurred but not reported (“IBNR”) claims as of the reporting date. Reserve projections are based primarily on detailed analysis of the facts in each case, experience with similar cases and various historical development patterns. Consideration is given to historical patterns such as claim reserving trends and settlement practices, loss payments, pending levels of unpaid claims and product mix, as well as court decisions and economic conditions including inflation and public attitudes. All of these factors can affect the estimation of claim and claim adjustment expense reserves.

Establishing claim and claim adjustment expense reserves, including claim and claim adjustment expense reserves for catastrophic events that have occurred, is an estimation process. Many factors can ultimately affect the final settlement of a claim and, therefore, the necessary reserve. Changes in the law, results of litigation, medical costs, the cost of repair materials and labor rates can affect ultimate claim costs. In addition, time can be a critical part of reserving determinations since the longer the span between the incidence of a loss and the payment or settlement of the claim, the more variable the ultimate settlement amount can be. Accordingly, short-tail claims, such as property damage claims, tend to be more reasonably estimable than long-tail claims, such as workers’ compensation, general liability and professional liability claims. Adjustments to prior year reserve estimates, if necessary, are reflected in the results of operations in the period that the need for such adjustments is determined. There can be no assurance that the ultimate cost for insurance losses will not exceed current estimates.

Catastrophes are an inherent risk of the property and casualty insurance business and have contributed to material period-to-period fluctuations in the Company’s results of operations and/or equity. Catastrophe losses, net of reinsurance, of $114 million and $178 million were recorded for the three months ended September 30, 2022 and 2021 and $171 million and $357 million were recorded for the nine months ended September 30, 2022 and 2021. Catastrophe losses for the three and nine months ended September 30, 2022 were driven primarily by severe weather related events, including $87 million for Hurricane Ian. Catastrophe losses for the three months ended September 30, 2021 included $114 million for Hurricane Ida. Catastrophe losses for the nine months ended September 30, 2021 were driven by severe weather related events, primarily Hurricane Ida and Winter Storms Uri and Viola.


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Liability for Unpaid Claim and Claim Adjustment Expenses

The following table presents a reconciliation between beginning and ending claim and claim adjustment expense reserves, including claim and claim adjustment expense reserves of the Life & Group business.


Nine Months Ended September 30	2022		2021
(In millions)

Reserves, beginning of year:
Gross	$	24,174	$	22,706
Ceded	4,969		4,005
Net reserves, beginning of year	19,205		18,701

Reduction of net reserves due to the excess workers’ compensation loss portfolio transfer			(632)

Net incurred claim and claim adjustment expenses:
Provision for insured events of current year	4,638		4,474
Decrease in provision for insured events of prior years	(144)		(130)
Amortization of discount	131		137
Total net incurred (a)	4,625		4,481

Net payments attributable to:
Current year events	(523)		(629)
Prior year events	(3,371)		(2,874)
Total net payments	(3,894)		(3,503)

Foreign currency translation adjustment and other	(383)		(51)

Net reserves, end of period	19,553		18,996
Ceded reserves, end of period	5,147		4,836
Gross reserves, end of period	$	24,700	$	23,832


(a)			Total net incurred above does not agree to Insurance claims and policyholders’ benefits as reflected on the Consolidated Condensed Statements of Operations due to amounts related to retroactive reinsurance deferred gain accounting, the loss on the excess workers’ compensation loss portfolio transfer, uncollectible reinsurance and benefit expenses related to future policy benefits, which are not reflected in the table above.

Net Prior Year Development

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. These changes can be favorable or unfavorable.

For commercial property and casualty operations (“Property & Casualty Operations”) favorable net prior year development of $17 million and $10 million was recorded for the three months ended September 30, 2022 and 2021 and favorable net prior year development of $66 million and $36 million was recorded for the nine months ended September 30, 2022 and 2021. Unfavorable net prior year loss reserve development of $64 million and $40 million was recorded for CNA’s operations outside of Property & Casualty Operations (“Other Insurance Operations”) for the nine months ended September 30, 2022 and 2021.


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The following table and discussion presents details of the net prior year loss reserve development in Property & Casualty Operations and Other Insurance Operations:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Medical professional liability	$	8	$	8	$	17	$	16
Other professional liability and management liability	9				22		10
Surety	(20)		(15)		(48)		(53)
Commercial auto					21		30
General liability					41
Workers’ compensation	(2)		2		(86)		(40)
Property and other	(12)		(5)		(33)		1
Other insurance operations					64		40
Total pretax (favorable) unfavorable development	$	(17)	$	(10)	$	(2)	$	4

Three Months

2022

Favorable development in surety was primarily due to lower than expected frequency and lack of systemic activity in recent accident years.

2021

Favorable development in surety was primarily due to lower than expected frequency and lack of systemic activity in recent accident years.

Nine Months

2022

Unfavorable development in medical professional liability was due to higher than expected large loss activity in recent accident years.

Unfavorable development in other professional liability and management liability was due to higher than expected claim severity and frequency in CNA’s cyber and professional errors and omissions businesses in multiple accident years.

Favorable development in surety was primarily due to lower than expected frequency and lack of systemic activity in recent accident years.

Unfavorable development in commercial auto was due to higher than expected claim severity in CNA’s construction business in multiple accident years.

Unfavorable development in general liability was due to higher than expected claim severity in construction, middle market and small business across multiple accident years.

Favorable development in workers’ compensation was due to favorable medical trends driving lower than expected severity in multiple accident years.

Favorable development in property and other was mainly due to lower than expected loss emergence in a recent accident year for warranty.


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Unfavorable development in other insurance operations was largely associated with legacy mass tort abuse claims, including the recent Diocese of Rochester proposed settlement.

2021

Unfavorable development in medical professional liability was due to higher than expected frequency of large losses in recent accident years.

Favorable development in surety was primarily due to lower than expected frequency and lack of systemic activity in recent accident years.

Unfavorable development in commercial auto was due to higher than expected claim severity in CNA’s construction and middle market businesses in recent accident years.

Favorable development in workers’ compensation was due to favorable medical trends driving lower than expected severity in multiple accident years.

Unfavorable development in property and other was due to higher than expected claim severity in CNA’s medical treatment business mostly offset by favorable development due to lower than expected loss emergence across multiple accident years in commercial.

Unfavorable development in other insurance operations was due to legacy mass tort exposures, primarily related to abuse.

Asbestos & Environmental Pollution (“A&EP”) Reserves

In 2010, Continental Casualty Company (“CCC”) together with several insurance subsidiaries completed a transaction with National Indemnity Company (“NICO”), a subsidiary of Berkshire Hathaway Inc., under which substantially all of their legacy A&EP liabilities were ceded to NICO through a loss portfolio transfer (“LPT”). At the effective date of the transaction, approximately $1.6 billion of net A&EP claim and allocated claim adjustment expense reserves were ceded to NICO under a retroactive reinsurance agreement with an aggregate limit of $4.0 billion. The $1.6 billion of claim and allocated claim adjustment expense reserves ceded to NICO was net of $1.2 billion of ceded claim and allocated claim adjustment expense reserves under existing third party reinsurance contracts. The NICO LPT aggregate reinsurance limit also covers credit risk on the existing third party reinsurance related to these liabilities. NICO was paid a reinsurance premium of $2.0 billion and billed third party reinsurance receivables related to A&EP claims with a net book value of $215 million were transferred to NICO, resulting in total consideration of $2.2 billion.

In years subsequent to the effective date of the LPT, adverse prior year development on A&EP reserves was recognized resulting in additional amounts ceded under the LPT. As a result, the cumulative amounts ceded under the LPT have exceeded the $2.2 billion consideration paid, resulting in the NICO LPT moving into a gain position, requiring retroactive reinsurance accounting. Under retroactive reinsurance accounting, this gain is deferred and only recognized in earnings in proportion to actual paid recoveries under the LPT. Over the life of the contract, there is no economic impact as long as any additional losses incurred are within the limit of the LPT. In a period in which a change in the estimate of A&EP reserves is recognized that increases or decreases the amounts ceded under the LPT, the proportion of actual paid recoveries to total ceded losses is affected and the change in the deferred gain is recognized in earnings as if the revised estimate of ceded losses was available at the effective date of the LPT. The effect of the deferred retroactive reinsurance benefit is recorded in Insurance claims and policyholders’ benefits on the Consolidated Condensed Statements of Operations.

The impact of the LPT on the Consolidated Condensed Statements of Operations was the recognition of a retroactive reinsurance benefit of $17 million and $8 million for the three months ended September 30, 2022 and 2021 and $40 million and $30 million for the nine months ended September 30, 2022 and 2021. As of September 30, 2022 and December 31, 2021, the cumulative amounts ceded under the LPT were $3.4 billion. The unrecognized deferred retroactive reinsurance benefit was $389 million and $429 million as of September 30, 2022 and December 31, 2021 and is included within Other liabilities on the Consolidated Condensed Balance Sheets.

NICO established a collateral trust account as security for its obligations under the LPT. The fair value of the collateral trust account was $2.3 billion as of September 30, 2022. In addition, Berkshire Hathaway Inc. guaranteed the payment obligations of NICO up to the aggregate reinsurance limit as well as certain of NICO’s performance obligations under the trust agreement. NICO is responsible for claims handling and billing and collection from third-party reinsurers related to the majority of the A&EP claims.


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Credit Risk for Ceded Reserves

The majority of CNA’s outstanding voluntary reinsurance receivables are due from reinsurers with financial strength ratings of A- or higher. Receivables due from reinsurers with lower financial strength ratings are primarily due from captive reinsurers and are backed by collateral arrangements.

Life & Group Policyholder Reserves

CNA’s Life & Group business includes its run-off long term care business as well as structured settlement obligations not funded by annuities related to certain property and casualty claimants. Long term care policies provide benefits for nursing homes, assisted living facilities and home health care subject to various daily and lifetime caps. Generally, policyholders must continue to make periodic premium payments to keep the policy in force and CNA has the ability to increase policy premiums, subject to state regulatory approval.

CNA maintains both claim and claim adjustment expense reserves as well as future policy benefit reserves for policyholder benefits for its Life & Group business. Claim and claim adjustment expense reserves consist of estimated reserves for long term care policyholders that are currently receiving benefits, including claims that have been incurred but are not yet reported. In developing the claim and claim adjustment expense reserve estimates for long term care policies, CNA’s actuaries perform a detailed claim reserve review on an annual basis. The review analyzes the sufficiency of existing reserves for policyholders currently on claim and includes an evaluation of expected benefit utilization and claim duration. In addition, claim and claim adjustment expense reserves are also maintained for the structured settlement obligations. In developing the claim and claim adjustment expense reserve estimates for structured settlement obligations, CNA’s actuaries review mortality experience on an annual basis. CNA’s recorded claim and claim adjustment expense reserves reflect management’s best estimate after incorporating the results of the most recent reviews.

CNA’s most recent annual claim reserve reviews were completed in the third quarter of 2022. The long term care claim reserve review resulted in a $25 million pretax reduction in reserves driven by a $107 million favorable impact from the release of all remaining IBNR reserves established during 2020 and 2021 in response to the COVID-19 pandemic partially offset by an $82 million unfavorable impact from higher claim severity, including utilization and cost of care inflation, than anticipated in the reserve estimates. The structured settlement claim reserve review resulted in a $5 million pretax reduction in reserves due to discount rate assumption changes. CNA’s 2021 annual claim reserve reviews were completed in the third quarter of 2021 resulting in a $40 million pretax reduction in long term care reserves primarily due to lower claim severity than anticipated in the reserve estimates and a $2 million pretax increase in the structured settlement claim reserves primarily due to lower discount rate assumptions and mortality assumption changes.

Future policy benefit reserves consist of active life reserves related to CNA’s long term care policies for policyholders that are not currently receiving benefits and represent the present value of expected future benefit payments and expenses less expected future premium. The determination of these reserves requires management to make estimates and assumptions about expected investment and policyholder experience over the life of the contract. Since many of these contracts may be in force for several decades, these assumptions are subject to significant estimation risk.

The actuarial assumptions that CNA believes are subject to the most variability are morbidity, persistency, discount rates and anticipated future premium rate increases. Morbidity is the frequency and severity of injury, illness, sickness and diseases contracted. Persistency is the percentage of policies remaining in force and can be affected by policy lapses, benefit reductions and death. Discount rates are influenced by the investment yield on assets supporting long term care reserves which is subject to interest rate and market volatility and may also be affected by changes to the Internal Revenue Code. Future premium rate increases are generally subject to regulatory approval, and therefore the exact timing and size of the approved rate increases are unknown. As a result of this variability, CNA’s long term care reserves may be subject to material increases if actual experience develops adversely to CNA’s expectations.

Annually, in the third quarter, CNA assesses the adequacy of its long term care future policy benefit reserves by performing a gross premium valuation (“GPV”) to determine if there is a premium deficiency. Under the GPV, management estimates required reserves using best estimate assumptions as of the date of the assessment without provisions for adverse deviation. The GPV required reserves are then compared to the existing recorded reserves. If the GPV required reserves are greater than the existing recorded reserves, the existing assumptions are unlocked and future policy benefit reserves are increased to the greater amount. Any such increase is reflected in the Company’s results of operations in the period in which the need for such adjustment is determined. If the GPV required reserves are less than the existing recorded reserves, assumptions remain locked in and no adjustment is made.


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The GPV for the long term care future policy benefit reserves, performed in the third quarters of 2022 and 2021, indicated recorded reserves included a pretax margin of approximately $125 million and $72 million as of September 30, 2022 and 2021.


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5. Shareholders’ Equity

Accumulated other comprehensive income (loss)

The tables below present the changes in AOCI by component for the three and nine months ended September 30, 2021 and 2022:


	Net Unrealized Gains (Losses) on Investments with an Allowance for Credit Losses		Net Unrealized Gains (Losses) on Other Investments		Unrealized Gains (Losses) on Cash Flow Hedges		Pension and Postretirement Benefits		Foreign Currency Translation		Total Accumulated Other Comprehensive Income (Loss)
(In millions)








Balance, July 1, 2021	$	—	$	1,271	$	(11)	$	(863)	$	(70)	$	327
Other comprehensive income (loss) before reclassifications, after tax of $0, $32, $0, $0 and $0			(121)		1		3		(33)		(150)
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $0, $5, $0, $(2) and $0			(17)		1		13				(3)
Other comprehensive income (loss)	—		(138)		2		16		(33)		(153)
Amounts attributable to noncontrolling interests			14				(1)		4		17

Balance, September 30, 2021	$	—	$	1,147	$	(9)	$	(848)	$	(99)	$	191

Balance, July 1, 2022	$	(7)	$	(1,721)	$	18	$	(625)	$	(175)	$	(2,510)
Other comprehensive income (loss) before reclassifications, after tax of $1, $381, $0, $0 and $0			(1,429)		6				(106)		(1,529)
Reclassification of (gains) losses from accumulated other comprehensive loss, after tax of $0, $(11), $(1), $(2) and $0	(2)		102		(2)		6				104
Other comprehensive income (loss)	(2)		(1,327)		4		6		(106)		(1,425)
Amounts attributable to noncontrolling interests	(1)		124				(1)		10		132
Balance, September 30, 2022	$	(10)	$	(2,924)	$	22	$	(620)	$	(271)	$	(3,803)


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	Net Unrealized Gains (Losses) on Investments with an Allowance for Credit Losses		Net Unrealized Gains (Losses) on Other Investments		Unrealized Gains (Losses) on Cash Flow Hedges		Pension and Postretirement Benefits		Foreign Currency Translation		Total Accumulated Other Comprehensive Income (Loss)
(In millions)








Balance, January 1, 2021	$	—	$	1,563	$	(23)	$	(877)	$	(82)	$	581
Other comprehensive income (loss) before reclassifications, after tax of $1, $104, $(3), $0 and $0	(2)		(391)		12		1		(19)		(399)
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $(1), $20, $(2), $(7) and $0	2		(74)		2		31				(39)
Other comprehensive income (loss)	—		(465)		14		32		(19)		(438)
Amounts attributable to noncontrolling interests			49				(3)		2		48

Balance, September 30, 2021	$	—	$	1,147	$	(9)	$	(848)	$	(99)	$	191

Balance, January 1, 2022	$	(2)	$	930	$	(6)	$	(636)	$	(100)	$	186
Other comprehensive income (loss) before reclassifications, after tax of $1, $1,165, $3, $0 and $0	(5)		(4,401)		27				(189)		(4,568)
Reclassification of (gains) losses from accumulated other comprehensive loss, after tax of $1, $(15), $0, $(5) and $0	(3)		117		1		18				133
Other comprehensive income (loss)	(8)		(4,284)		28		18		(189)		(4,435)
Amounts attributable to noncontrolling interests			430				(2)		18		446
Balance, September 30, 2022	$	(10)	$	(2,924)	$	22	$	(620)	$	(271)	$	(3,803)

Amounts reclassified from AOCI shown above are reported in Net income (loss) as follows:


Major Category of AOCI			Affected Line Item

Net unrealized gains (losses) on investments with an allowance for credit losses and Net unrealized gains (losses) on other investments			Investment gains (losses)
Unrealized gains (losses) on cash flow hedges			Operating revenues and other, Interest expense and Operating expenses and other
Pension and postretirement benefits			Operating expenses and other


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Treasury Stock

Loews Corporation repurchased 10.5 million and 15.7 million shares of its common stock at aggregate costs of $614 million and $826 million during the nine months ended September 30, 2022 and 2021. Loews Corporation purchased 0.7 million shares of CNA’s common stock at an aggregate cost of $26 million during the nine months ended September 30, 2022.

6. Debt

In February of 2022, Boardwalk Pipelines completed a public offering of $500 million aggregate principal amount of its 3.6% senior notes due September 1, 2032. Boardwalk Pipelines used the proceeds to retire the outstanding $300 million aggregate principal amount of its 4.0% senior notes due June 2022 in March of 2022, to fund growth capital expenditures and for general corporate purposes.

7. Revenue from Contracts with Customers

Disaggregation of revenues – Revenue from contracts with customers, other than insurance premiums, is reported as Non-insurance warranty revenue and within Operating revenues and other on the Consolidated Condensed Statements of Operations. The following table presents revenues from contracts with customers disaggregated by revenue type along with the reportable segment and a reconciliation to Operating revenues and other as reported in Note 11:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Non-insurance warranty – CNA Financial	$	399	$	357	$	1,173	$	1,054

Transportation and storage of natural gas and NGLs and other services – Boardwalk Pipelines	$	329	$	296	$	1,013	$	959
Lodging and related services – Loews Hotels & Co	171		129		507		279
Rigid plastic packaging and recycled resin – Corporate (a)							280

Total revenues from contracts with customers	500		425		1,520		1,518
Other revenues	33		25		87		62
Operating revenues and other	$	533	$	450	$	1,607	$	1,580

(a)Revenues presented reflect the consolidated results of Altium Packaging through March 31, 2021.

Receivables from contracts with customers – As of September 30, 2022 and December 31, 2021, receivables from contracts with customers were approximately $144 million and $145 million and are included within Receivables on the Consolidated Condensed Balance Sheets.

Deferred revenue – As of September 30, 2022 and December 31, 2021, deferred revenue resulting from contracts with customers was approximately $4.8 billion and $4.6 billion and is reported as Deferred non-insurance warranty revenue and within Other liabilities on the Consolidated Condensed Balance Sheets. Approximately $1.0 billion and $916 million of revenues recognized during the nine months ended September 30, 2022 and 2021 were included in deferred revenue as of December 31, 2021 and 2020.

Performance obligations – As of September 30, 2022, approximately $13.4 billion of estimated operating revenues is expected to be recognized in the future related to outstanding performance obligations. The balance relates primarily to revenues for transportation and storage services for natural gas and natural gas liquids and hydrocarbons (“NGLs”) at Boardwalk Pipelines and non-insurance warranty revenue at CNA. Approximately $0.8 billion will be recognized during the remaining three months of 2022, $2.7 billion in 2023 and the remainder in following years. The actual timing of recognition may vary due to factors outside of the Company’s control.


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8. Benefit Plans

The Company has several non-contributory defined benefit plans and postretirement benefit plans covering eligible employees and retirees.

The following tables present the components of net periodic (benefit) cost for the defined benefit plans:


	Pension Benefits
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Service cost	$	1	$	1	$	2	$	2
Interest cost	20		17		57		53
Expected return on plan assets	(41)		(41)		(124)		(127)
Amortization of unrecognized net loss	8		12		24		37

Settlements					2		2
Regulatory asset (increase) decrease	(1)		1		1		1
Net periodic benefit	$	(13)	$	(10)	$	(38)	$	(32)


	Other Postretirement Benefits
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)


Interest cost					$	1	$	1
Expected return on plan assets			$	(1)	(1)		(2)




Net periodic benefit	$	—	$	(1)	$	—	$	(1)

9. Legal Proceedings

Boardwalk Pipelines Litigation

On May 25, 2018, plaintiffs Tsemach Mishal and Paul Berger (on behalf of themselves and the purported class, “Plaintiffs”) initiated a purported class action in the Court of Chancery of the State of Delaware (the “Trial Court”) against the following defendants: Boardwalk Pipelines, Boardwalk GP, LP (“General Partner”), Boardwalk GP, LLC and Boardwalk Pipelines Holding Corp. (“BPHC”) (together, “Defendants”), regarding the potential exercise by the General Partner of its right to purchase all of the issued and outstanding common units representing limited partnership interests in Boardwalk Pipelines not already owned by the General Partner or its affiliates.

On June 25, 2018, Plaintiffs and Defendants entered into a Stipulation and Agreement of Compromise and Settlement, subject to the approval of the Trial Court (the “Proposed Settlement”). Under the terms of the Proposed Settlement, the lawsuit would be dismissed, and related claims against the Defendants would be released by the Plaintiffs, if BPHC, the sole member of the General Partner, elected to cause the General Partner to exercise its right to purchase the issued and outstanding common units of Boardwalk Pipelines pursuant to Boardwalk Pipelines’ Third Amended and Restated Agreement of Limited Partnership, as amended (“Limited Partnership Agreement”), within a period specified by the Proposed Settlement. On June 29, 2018, the General Partner elected to exercise its right to purchase all of the issued and outstanding common units representing limited partnership interests in Boardwalk Pipelines not already owned by the General Partner or its affiliates pursuant to the Limited Partnership Agreement within the period specified by the Proposed Settlement. The transaction was completed on July 18, 2018.


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On September 28, 2018, the Trial Court denied approval of the Proposed Settlement. On February 11, 2019, a substitute verified class action complaint was filed in this proceeding, which among other things, added the Parent Company as a Defendant. The Defendants filed a motion to dismiss, which was heard by the Trial Court in July of 2019. In October of 2019, the Trial Court ruled on the motion and granted a partial dismissal, with certain aspects of the case proceeding to trial. A trial was held the week of February 22, 2021 and post-trial oral arguments were held on July 14, 2021.

On November 12, 2021, the Trial Court issued a ruling in the case. The Trial Court held that the General Partner breached the Limited Partnership Agreement and awarded Plaintiffs approximately $690 million, plus pre-judgment interest (approximately $166 million), post-judgment interest and attorneys’ fees.

The Company believes that the Trial Court ruling includes factual and legal errors. Therefore on January 3, 2022, the Defendants appealed the Trial Court’s ruling to the Supreme Court of the State of Delaware (the “Supreme Court”). On January 17, 2022, the Plaintiffs filed a cross-appeal to the Supreme Court contesting the calculation of damages by the Trial Court. Oral arguments were held for this case on September 14, 2022.

At this time, given the Trial Court’s ruling and the pending appeals, the Company believes that it is reasonably possible that a loss has occurred, although the Company is unable to estimate any potential loss as it may range from zero up to the full amount of the Trial Court’s award of $690 million, plus pre- and post-judgment interest and attorneys’ fees, or more, depending on the extent of the Defendants’ and Plaintiffs’ success on appeal. The Company has not recorded a liability related to this matter.

As litigation is inherently unpredictable, if an unfavorable final outcome occurs, there is a possibility of a material adverse impact to the Company’s consolidated financial statements in the period in which the effects become known.

Other Litigation

The Company is from time to time party to other litigation arising in the ordinary course of business. While it is difficult to predict the outcome or effect of any litigation, management does not believe that the outcome of any such pending litigation will materially affect the Company’s results of operations or equity.

10. Commitments and Contingencies

CNA Guarantees

CNA has provided guarantees, if the primary obligor fails to perform, to holders of structured settlement annuities issued by a previously owned subsidiary. As of September 30, 2022, the potential amount of future payments CNA could be required to pay under these guarantees was approximately $1.6 billion, which will be paid over the lifetime of the annuitants. CNA does not believe any payment is likely under these guarantees, as CNA is the beneficiary of a trust that must be maintained at a level that approximates the discounted reserves for these annuities.

Loews Hotels & Co

11. Segments

Loews Corporation has four reportable segments comprised of three individual consolidated operating subsidiaries, CNA, Boardwalk Pipelines and Loews Hotels & Co; and the Corporate segment. The Corporate segment is primarily comprised of Loews Corporation, excluding its subsidiaries, the consolidated operations of Altium Packaging through March 31, 2021 and the equity method of accounting for Altium Packaging subsequent to its deconsolidation on April 1, 2021. Each of the operating subsidiaries is headed by a chief executive officer who is responsible for the operation of its business and has the duties and authority commensurate with that position. For additional disclosures regarding the composition of Loews Corporation’s segments, see Note 19 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The following tables present the reportable segments and their contribution to the Consolidated Condensed Statements of Operations. Amounts presented will not necessarily be the same as those in the individual financial statements of the subsidiaries due to adjustments for purchase accounting, income taxes and noncontrolling interests.


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Statements of Operations by segment are presented in the following tables.


Three Months Ended September 30, 2022	CNA Financial		Boardwalk Pipelines		Loews Hotels & Co		Corporate		Total
(In millions)

Revenues:

Insurance premiums	$	2,221							$	2,221
Net investment income (loss)	422		$	1			$	(19)	404
Investment losses	(96)								(96)
Non-insurance warranty revenue	399								399
Operating revenues and other	11		338		$	180	4		533
Total	2,957		339		180		(15)		3,461

Expenses:

Insurance claims and policyholders’ benefits	1,665								1,665
Amortization of deferred acquisition costs	383								383
Non-insurance warranty expense	371								371
Operating expenses and other	346		250		147		17		760
Interest	28		42		(1)		23		92
Total	2,793		292		146		40		3,271
Income (loss) before income tax	164		47		34		(55)		190
Income tax (expense) benefit	(36)		(13)		(9)		11		(47)
Net income (loss)	128		34		25		(44)		143
Amounts attributable to noncontrolling interests	(13)								(13)
Net income (loss) attributable to Loews Corporation	$	115	$	34	$	25	$	(44)	$	130


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Three Months Ended September 30, 2021	CNA Financial		Boardwalk Pipelines		Loews Hotels & Co		Corporate		Total
(In millions)

Revenues:

Insurance premiums	$	2,059							$	2,059
Net investment income (loss)	513						$	(30)	483
Investment gains	22								22
Non-insurance warranty revenue	357								357
Operating revenues and other	8		$	307	$	134	1		450
Total	2,959		307		134		(29)		3,371

Expenses:

Insurance claims and policyholders’ benefits	1,632								1,632
Amortization of deferred acquisition costs	368								368
Non-insurance warranty expense	330								330
Operating expenses and other	287		215		109		27		638
Interest	28		40		8		23		99
Total	2,645		255		117		50		3,067
Income (loss) before income tax	314		52		17		(79)		304
Income tax (expense) benefit	(59)		(14)		(4)		19		(58)
Net income (loss)	255		38		13		(60)		246
Amounts attributable to noncontrolling interests	(26)								(26)
Net income (loss) attributable to Loews Corporation	$	229	$	38	$	13	$	(60)	$	220


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Nine Months Ended September 30, 2022	CNA Financial		Boardwalk Pipelines		Loews Hotels & Co		Corporate		Total
(In millions)

Revenues:

Insurance premiums	$	6,435							$	6,435
Net investment income (loss)	1,302		$	1	$	(1)	$	(100)	1,202
Investment losses	(166)								(166)
Non-insurance warranty revenue	1,173								1,173
Operating revenues and other	24		1,044		533		6		1,607
Total	8,768		1,045		532		(94)		10,251

Expenses:

Insurance claims and policyholders’ benefits	4,703								4,703
Amortization of deferred acquisition costs	1,101								1,101
Non-insurance warranty expense	1,092								1,092
Operating expenses and other	1,001		698		405		62		2,166
Interest	84		126		7		67		284
Total	7,981		824		412		129		9,346
Income (loss) before income tax	787		221		120		(223)		905
Income tax (expense) benefit	(141)		(57)		(36)		44		(190)
Net income (loss)	646		164		84		(179)		715
Amounts attributable to noncontrolling interests	(67)								(67)
Net income (loss) attributable to Loews Corporation	$	579	$	164	$	84	$	(179)	$	648


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Nine Months Ended September 30, 2021	CNA Financial		Boardwalk Pipelines		Loews Hotels & Co		Corporate (a)		Total
(In millions)

Revenues:

Insurance premiums	$	6,056							$	6,056
Net investment income	1,608				$	1	$	40	1,649
Investment gains	117						540		657
Non-insurance warranty revenue	1,054								1,054
Operating revenues and other	19		$	991	288		282		1,580
Total	8,854		991		289		862		10,996

Expenses:

Insurance claims and policyholders’ benefits	4,684								4,684
Amortization of deferred acquisition costs	1,084								1,084
Non-insurance warranty expense	973								973
Operating expenses and other	874		641		328		365		2,208
Interest	85		121		25		93		324
Total	7,700		762		353		458		9,273
Income (loss) before income tax	1,154		229		(64)		404		1,723
Income tax (expense) benefit	(219)		(59)		13		(126)		(391)
Net income (loss)	935		170		(51)		278		1,332
Amounts attributable to noncontrolling interests	(97)								(97)
Net income (loss) attributable to Loews Corporation	$	838	$	170	$	(51)	$	278	$	1,235


(a)			Amounts include the consolidated results of Altium Packaging through March 31, 2021. Beginning April 1, 2021, Altium Packaging is recorded as an equity method investment.


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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, 2021. 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, the consolidated operations of Altium Packaging LLC (“Altium Packaging”) through March 31, 2021 and the equity method of accounting for Altium Packaging subsequent to its deconsolidation on April 1, 2021. For information regarding the deconsolidation of Altium Packaging see Note 2 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Unless the context otherwise requires, 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 14 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021) 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 net income (loss) per share attributable to Loews Corporation for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions, except per share data)

CNA Financial	$	115	$	229	$	579	$	838
Boardwalk Pipelines	34		38		164		170
Loews Hotels & Co	25		13		84		(51)
Corporate	(44)		(60)		(179)		278

Net income attributable to Loews Corporation	$	130	$	220	$	648	$	1,235

Basic net income per share	$	0.54	$	0.86	$	2.65	$	4.71

Diluted net income per share	$	0.54	$	0.85	$	2.64	$	4.70

Net income attributable to Loews Corporation for the three months ended September 30, 2022 was $130 million, or $0.54 per share, compared to $220 million, or $0.85 per share in the comparable 2021 period. Net income attributable to Loews Corporation for the nine months ended September 30, 2022 was $648 million, or $2.64 per share, compared to $1.2 billion, or $4.70 per share in the comparable 2021 period.

Net income attributable to Loews Corporation in the third quarter of 2022 as compared to the comparable 2021 period included higher underwriting income and increased net investment income from fixed income securities at CNA and improved results at Loews Hotels & Co offset by losses from limited partnership and common stock investments and net investment losses from sales of fixed income securities at CNA.

The Corporate segment included a gain of $438 million (after tax) related to the sale of 47% of Altium Packaging and its deconsolidation in the nine months ended September 30, 2021. Excluding this significant transaction, the drivers of the decrease in net income attributable to Loews Corporation for the nine months ended September 30, 2022 as compared to the comparable 2021 period are consistent with the three-month discussion above.

CNA Financial

The following table summarizes the results of operations for CNA for the three and nine months ended September 30, 2022 and 2021 as presented in Note 11 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.


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	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Revenues:
Insurance premiums	$	2,221	$	2,059	$	6,435	$	6,056
Net investment income	422		513		1,302		1,608
Investment gains (losses)	(96)		22		(166)		117
Non-insurance warranty revenue	399		357		1,173		1,054
Other revenues	11		8		24		19
Total	2,957		2,959		8,768		8,854
Expenses:
Insurance claims and policyholders’ benefits	1,665		1,632		4,703		4,684
Amortization of deferred acquisition costs	383		368		1,101		1,084
Non-insurance warranty expense	371		330		1,092		973
Other operating expenses	346		287		1,001		874
Interest	28		28		84		85
Total	2,793		2,645		7,981		7,700
Income before income tax	164		314		787		1,154
Income tax expense	(36)		(59)		(141)		(219)
Net income	128		255		646		935
Amounts attributable to noncontrolling interests	(13)		(26)		(67)		(97)
Net income attributable to Loews Corporation	$	115	$	229	$	579	$	838

Three Months Ended September 30, 2022 Compared to the Comparable 2021 Period

Net income attributable to Loews Corporation decreased $114 million for the three months ended September 30, 2022 as compared with the comparable 2021 period primarily due to lower net investment income and investment losses for the three months ended September 30, 2022 as compared with investment gains in the comparable 2021 period. Lower net investment income was driven by unfavorable limited partnership and common stock results and lower investment results were driven by net losses on fixed maturity securities. These decreases to net income were partially offset by improved underwriting results and higher net investment income from fixed income securities for the three months ended September 30, 2022 as compared with the comparable 2021 period. Catastrophe losses were $114 million ($80 million after tax and noncontrolling interests) for the three months ended September 30, 2022 as compared with $178 million ($125 million after tax and noncontrolling interests) in the comparable 2021 period. Catastrophe losses for the three months ended September 30, 2022 were driven by severe weather related events, including $87 million for Hurricane Ian. Catastrophe losses for the three months ended September 30, 2021 included $114 million for Hurricane Ida.

Nine Months Ended September 30, 2022 Compared to the Comparable 2021 Period

Net income attributable to Loews Corporation decreased $259 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period primarily due to lower net investment income and investment losses for the nine months ended September 30, 2022 as compared with investment gains in the comparable 2021 period. Lower net investment income was driven by unfavorable limited partnership and common stock results and lower investment results were driven by the unfavorable change in fair value of non-redeemable preferred stock and net losses on fixed maturity securities. These decreases to net income were partially offset by improved underwriting results and higher net investment income from fixed income securities for the nine months ended September 30, 2022 as compared with the comparable 2021 period. Catastrophe losses were $171 million ($121 million after tax and noncontrolling interests) for the nine months ended September 30, 2022 as compared with $357 million ($251 million after tax and noncontrolling interests) in the comparable 2021 period. Catastrophe losses for the nine months ended September 30, 2022 were driven by severe weather related events, including $87 million for Hurricane Ian. Catastrophe losses for the nine months ended September 30, 2021 were driven by severe weather related events, primarily Hurricane Ida and Winter Storms Uri and Viola.


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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 from net income (loss), investment gains or losses and any cumulative effects of changes in accounting guidance. 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 core income (loss) to net 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 loss ratio excluding catastrophes and development, the expense ratio, the dividend ratio, the combined ratio and the combined ratio excluding catastrophes and development. 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 loss ratio excluding catastrophes and development excludes catastrophes losses and changes in estimates of claim and claim adjustment expense reserves, net of reinsurance, for prior years from the loss ratio. 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 combined ratio excluding catastrophes and development is the sum of the loss ratio excluding catastrophes and development, 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. For certain products within Small Business, where quantifiable, rate includes the influence of new business as well. Exposure represents the measure of risk used in the pricing of the insurance product. 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. Renewal premium change, rate and retention presented for the prior period are updated to reflect subsequent activity on policies written in the period. 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.


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The following tables summarize the results of CNA’s Property & Casualty Operations for the three and nine months ended September 30, 2022 and 2021.


Three Months Ended September 30, 2022	Specialty			Commercial			International			Total
(In millions, except %)

Gross written premiums	$	1,890		$	1,187		$	288		$	3,365
Gross written premiums excluding third-party captives	958			1,184			288			2,430
Net written premiums	840			962			258			2,060
Net earned premiums	810			1,023			270			2,103
Net investment income	102			112			16			230
Core income	161			80			19			260

Other performance metrics:
Loss ratio excluding catastrophes and development	58.4		%	61.5		%	58.6		%	59.9		%
Effect of catastrophe impacts	0.2			10.0			4.1			5.5
Effect of development-related items	(1.9)									(0.8)
Loss ratio	56.7		%	71.5		%	62.7		%	64.6		%
Expense ratio	31.7			29.9			31.7			30.8
Dividend ratio	0.3			0.5						0.4
Combined ratio	88.7		%	101.9		%	94.4		%	95.8		%
Combined ratio excluding catastrophes and development	90.4		%	91.9		%	90.3		%	91.1		%

Rate	5		%	4		%	6		%	5		%
Renewal premium change	6			8			12			8
Retention	87			84			82			85
New business	$	130		$	246		$	79		$	455


Three Months Ended September 30, 2021

Gross written premiums	$	1,953		$	1,010		$	276		$	3,239
Gross written premiums excluding third-party captives	943			1,005			276			2,224
Net written premiums	822			831			256			1,909
Net earned premiums	773			893			271			1,937
Net investment income	116			141			14			271
Core income	173			27			17			217

Other performance metrics:
Loss ratio excluding catastrophes and development	59.1		%	61.5		%	58.9		%	60.2		%
Effect of catastrophe impacts	0.4			18.6			3.4			9.2
Effect of development-related items	(1.8)			0.5			1.1			(0.3)
Loss ratio	57.7		%	80.6		%	63.4		%	69.1		%
Expense ratio	30.6			30.4			32.1			30.7
Dividend ratio	(0.1)			0.6						0.2
Combined ratio	88.2		%	111.6		%	95.5		%	100.0		%
Combined ratio excluding catastrophes and development	89.6		%	92.5		%	91.0		%	91.1		%

Rate	10		%	6		%	13		%	8		%
Renewal premium change	11			9			13			10
Retention	80			83			79			81
New business	$	147		$	204		$	54		$	405


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Nine Months Ended September 30, 2022	Specialty			Commercial			International			Total
(In millions, except %)

Gross written premiums	$	5,640		$	3,824		$	1,033		$	10,497
Gross written premiums excluding third-party captives	2,816			3,711			1,033			7,560
Net written premiums	2,443			3,097			839			6,379
Net earned premiums	2,376			2,901			803			6,080
Net investment income	305			343			44			692
Core income	485			350			63			898

Other performance metrics:
Loss ratio excluding catastrophes and development	58.6		%	61.5		%	58.6		%	60.0		%
Effect of catastrophe impacts	0.1			5.0			2.7			2.8
Effect of development-related items	(1.4)			(0.5)			(0.6)			(0.9)
Loss ratio	57.3		%	66.0		%	60.7		%	61.9		%
Expense ratio	31.0			30.1			32.1			30.8
Dividend ratio	0.2			0.5						0.3
Combined ratio	88.5		%	96.6		%	92.8		%	93.0		%
Combined ratio excluding catastrophes and development	89.8		%	92.1		%	90.7		%	91.1		%

Rate	7		%	5		%	7		%	6		%
Renewal premium change	8			8			11			8
Retention	86			86			79			85
New business	$	407		$	754		$	245		$	1,406


Nine Months Ended September 30, 2021

Gross written premiums	$	5,650		$	3,284		$	958		$	9,892
Gross written premiums excluding third-party captives	2,656			3,176			958			6,790
Net written premiums	2,350			2,622			783			5,755
Net earned premiums	2,270			2,629			789			5,688
Net investment income	367			463			42			872
Core income	531			233			67			831

Other performance metrics:
Loss ratio excluding catastrophes and development	59.1		%	60.8		%	59.2		%	59.9		%
Effect of catastrophe impacts	0.4			12.6			2.0			6.3
Effect of development-related items	(1.7)			0.6			0.3			(0.4)
Loss ratio	57.8		%	74.0		%	61.5		%	65.8		%
Expense ratio	30.4			31.4			33.3			31.3
Dividend ratio	0.1			0.6						0.3
Combined ratio	88.3		%	106.0		%	94.8		%	97.4		%
Combined ratio excluding catastrophes and development	89.6		%	92.8		%	92.5		%	91.5		%

Rate	11		%	8		%	14		%	10		%
Renewal premium change	12			11			13			11
Retention	84			82			77			82
New business	$	370		$	615		$	204		$	1,189


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Three Months Ended September 30, 2022 Compared to the Comparable 2021 Period

Gross written premiums, excluding third-party captives, for Specialty increased $15 million for the three months ended September 30, 2022 as compared with the comparable 2021 period driven by retention and rate. Net written premiums for Specialty increased $18 million for the three months ended September 30, 2022 as compared with the comparable 2021 period. The increase in net earned premiums for the three months ended September 30, 2022 was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $177 million for the three months ended September 30, 2022 as compared with the comparable 2021 period driven by higher new business and rate. Net written premiums for Commercial increased $131 million for the three months ended September 30, 2022 as compared with the comparable 2021 period. The increase in net earned premiums for the three months ended September 30, 2022 was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International increased $12 million for the three months ended September 30, 2022 as compared with the comparable 2021 period. Excluding the effect of foreign currency exchange rates, gross written premiums increased $31 million driven by higher new business and rate. Net written premiums for International increased $2 million for the three months ended September 30, 2022 as compared with the comparable 2021 period. Excluding the effect of foreign currency exchange rates, net written premiums increased $19 million for the three months ended September 30, 2022 as compared with the comparable 2021 period. Net earned premiums for the three months ended September 30, 2022 were consistent with the comparable 2021 period for International.

Core income for Property & Casualty Operations increased $43 million for the three months ended September 30, 2022 as compared with the comparable 2021 period primarily due to improved underwriting results and higher net investment income from fixed income securities partially offset by lower net investment income from limited partnerships and common stock results.

Total catastrophe losses were $114 million for the three months ended September 30, 2022 as compared with $178 million for the comparable 2021 period. For the three months ended September 30, 2022 and 2021, Specialty had catastrophe losses of $1 million and $3 million, Commercial had catastrophe losses of $103 million and $166 million and International had catastrophe losses of $10 million and $9 million.

Favorable net prior year loss reserve development of $17 million and $10 million was recorded for the three months ended September 30, 2022 and 2021. For the three months ended September 30, 2022 and 2021, Specialty recorded favorable net prior year loss reserve development of $15 million in each period, Commercial recorded favorable net prior year loss reserve development of $2 million and unfavorable net prior year loss reserve development of $2 million and International recorded no net prior year loss reserve development and unfavorable net prior year loss reserve development of $3 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 0.5 points for the three months ended September 30, 2022 as compared with the comparable 2021 period primarily due to a 1.1 point increase in the expense ratio largely offset by a 1.0 point improvement in the loss ratio. The increase in the expense ratio was largely due to higher underwriting expenses driven by investments in technology and talent. The improvement in the loss ratio was primarily driven by improved current accident year underwriting results.

Commercial’s combined ratio improved 9.7 points for the three months ended September 30, 2022 as compared with the comparable 2021 period primarily due to a 9.1 point improvement in the loss ratio and a 0.5 point improvement in the expense ratio. The improvement in the loss ratio was primarily driven by lower catastrophe losses which were 10.0 points of the loss ratio for the three months ended September 30, 2022, as compared with 18.6 points of the loss ratio in the comparable 2021 period. The improvement in the expense ratio of 0.5 points was driven by higher net earned premiums and lower acquisition costs partially offset by an increase in underwriting expenses.

International’s combined ratio improved 1.1 points for the three months ended September 30, 2022 as compared with the comparable 2021 period due to a 0.7 point improvement in the loss ratio and a 0.4 point improvement in the expense ratio. The improvement in the loss ratio was primarily due to improved non-catastrophe underwriting results. Catastrophe losses were 4.1 points of the loss ratio for the three months ended September 30, 2022, as compared with 3.4 points of the loss ratio in the comparable 2021 period. The improvement in the expense ratio of 0.4 points was primarily driven by lower acquisition costs partially offset by an increase in underwriting expenses.


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Nine Months Ended September 30, 2022 Compared to the Comparable 2021 Period

Gross written premiums, excluding third-party captives, for Specialty increased $160 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period driven by retention and higher new business. Net written premiums for Specialty increased $93 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. The increase in net earned premiums for the nine months ended September 30, 2022 was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $540 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period driven by higher new business and retention. Net written premiums for Commercial increased $475 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. The prior period included a one-time written premium catch-up resulting from the addition of a quota share treaty to CNA’s property reinsurance program. Excluding the impact of the prior period written premium catch-up, net written premiums increased $363 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. The increase in net earned premiums for the nine months ended September 30, 2022 was consistent with the trend in net written premiums for Commercial.

Gross written premiums for International increased $75 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. Excluding the effect of foreign currency exchange rates, gross written premiums increased $121 million driven by higher new business and retention. Net written premiums for International increased $56 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. Excluding the effect of foreign currency exchange rates, net written premiums increased $97 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. The increase in net earned premiums for the nine months ended September 30, 2022 was consistent with the trend in net written premiums for International.

Core income for Property & Casualty Operations increased $67 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period primarily due to improved underwriting results and higher net investment income from fixed income securities partially offset by lower net investment income from limited partnership and common stock results.

Total catastrophe losses were $171 million for the nine months ended September 30, 2022 as compared with $357 million for the comparable 2021 period. For the nine months ended September 30, 2022 and 2021, Specialty had catastrophe losses of $2 million and $9 million, Commercial had catastrophe losses of $148 million and $332 million and International had catastrophe losses of $21 million and $16 million.

Favorable net prior year loss reserve development of $66 million and $36 million was recorded for the nine months ended September 30, 2022 and 2021. For the nine months ended September 30, 2022 and 2021, Specialty recorded favorable net prior year loss reserve development of $35 million and $40 million, Commercial recorded favorable net prior year loss reserve development of $26 million and unfavorable net prior year loss reserve development of $2 million and International recorded favorable net prior year loss reserve development of $5 million and unfavorable net prior year loss reserve development of $2 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 0.2 points for the nine months ended September 30, 2022 as compared with the comparable 2021 period primarily due to a 0.6 point increase in the expense ratio largely offset by a 0.5 point improvement in the loss ratio. The increase in the expense ratio was largely due to higher underwriting expenses driven by investments in technology and talent. The improvement in the loss ratio was primarily driven by improved current accident year underwriting results. Catastrophe losses were 0.1 point of the loss ratio for the nine months ended September 30, 2022, as compared with 0.4 points of the loss ratio in the comparable 2021 period.

Commercial’s combined ratio improved 9.4 points for the nine months ended September 30, 2022 as compared with the comparable 2021 period primarily due to an 8.0 point improvement in the loss ratio and a 1.3 point improvement in the expense ratio. The improvement in the loss ratio was driven by lower catastrophe losses which were 5.0 points of the loss ratio for the nine months ended September 30, 2022, as compared with 12.6 points of the loss ratio in the comparable 2021 period, and favorable net prior year loss reserve development. The combined ratio excluding catastrophes and development improved 0.7 points for the nine months ended September 30, 2022 as compared with the comparable 2021 period. The improvement in the expense ratio of 1.3 points was driven by higher net earned premiums and lower acquisition costs partially offset by an increase in underwriting expenses. The loss ratio excluding catastrophes and development increased 0.7 points primarily driven by a shift in mix of business associated with the property quota share treaty purchased during June of 2021. Property coverages, which have a lower underlying loss ratio than most other commercial coverages, now represent a smaller proportion of net earned premiums.


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International’s combined ratio improved 2.0 points for the nine months ended September 30, 2022 as compared with the comparable 2021 period due to a 1.2 point improvement in the expense ratio and a 0.8 point improvement in the loss ratio. The improvement in the expense ratio was primarily driven by lower acquisition costs. The improvement in the loss ratio was driven by improved non-catastrophe underwriting results, partially offset by higher net catastrophe losses. Catastrophe losses were 2.7 points of the loss ratio for the nine months ended September 30, 2022, as compared with 2.0 points of the loss ratio in the comparable 2021 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, 2022 and 2021.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Net earned premiums	$	118	$	123	$	356	$	369
Net investment income	192		242		610		736
Core income (loss)	(47)		20		(124)		10

Three Months Ended September 30, 2022 Compared to the Comparable 2021 Period

Core results for Other Insurance Operations decreased $67 million for the three months ended September 30, 2022 as compared with the comparable 2021 period primarily due to a $54 million pretax decline in net investment income from limited partnerships. Results for the three months ended September 30, 2022 and 2021 included no unlocking event for future policy benefit reserves as a result of the gross premium valuation (“GPV”). Core loss for the three months ended September 30, 2022 included a $25 million pretax favorable impact from the reduction in long term care claim reserves resulting from the annual claim reserve review in the third quarter of 2022. The favorable impact was driven by a $107 million release of all remaining incurred but not reported (“IBNR”) reserves established during 2020 and 2021 in response to the COVID-19 pandemic partially offset by an $82 million unfavorable impact from higher claim severity, including utilization and cost of care inflation, than anticipated in the reserve estimates. The annual structured settlement claim reserve review resulted in a $5 million pretax favorable impact from the reduction in reserves due to discount rate assumption changes. Core income for the three months ended September 30, 2021 included a $40 million pretax favorable impact from the reduction in long term care claim reserves resulting from the annual claim reserve reviews in the third quarter of 2021.

Nine Months Ended September 30, 2022 Compared to the Comparable 2021 Period

Core results for Other Insurance Operations decreased $134 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period, the drivers of which were generally consistent with the three month discussion above. In addition, core results for the nine months ended September 30, 2022 included higher net prior year loss reserve development associated with legacy mass tort abuse claims and an increase in expenses as a result of continued investments in technology infrastructure and security as compared with the comparable 2021 period. These results were partially offset by the prior period recognition of a $12 million loss resulting from the legacy excess workers’ compensation loss portfolio transfer (“EWC LPT”). Net prior year loss reserve development is further discussed in Note 4 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Life & Group Policyholder Reserves

Annually, in the third quarter, CNA assesses the adequacy of its long term care future policy benefit reserves by performing a GPV to determine if there is a premium deficiency. See the Insurance Reserves section of our MD&A included under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021 for further information on the reserving process.


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The September 30, 2022 GPV indicated that the recorded reserves included a margin of approximately $125 million. A summary of the changes in the estimated reserve margin is presented in the table below:


(In millions)

Long term care active life reserve - change in estimated reserve margin

September 30, 2021 estimated margin	$	72

Changes in underlying economic assumptions (a)	(130)
Changes in underlying morbidity assumptions	(30)
Changes in underlying persistency assumptions	40
Changes in underlying premium rate action assumptions	190
Changes in underlying expense and other assumptions	(17)

September 30, 2022 Estimated Margin	$	125


(a)			Economic assumptions include the impact of interest rates and cost of care inflation.

The increase in the margin in 2022 was primarily driven by changes in discount rate assumptions due to higher near term expected reinvestment rates and higher than previously estimated rate increases on active rate increase programs. These favorable drivers were partially offset by changes in cost of care inflation assumptions.

CNA has determined that additional future policy benefit reserves for profits followed by losses are not currently required based on the most recent projection.

The table below summarizes the estimated pretax impact on CNA’s results of operations from various hypothetical revisions to its future policy benefit reserve assumptions. The annual GPV process involves updating all assumptions to management’s then current best estimate, and historically all significant assumptions have been revised each year. In the table below, CNA has assumed that revisions to such assumptions would occur in each policy type, age and duration within each policy group. The impact of each sensitivity is discrete and does not reflect the impact one factor may have on another or the mitigating impact from CNA’s 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 required increase in the recorded reserves resulting from a hypothetical revision in the table below would first reduce the margin in the carried reserves before it would affect results from operations. 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 the existing margin.


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September 30, 2022	Estimated Reduction to Pretax Income
(In millions)

Hypothetical revisions
Morbidity: (a)
2.5% increase in morbidity	$	200
5% increase in morbidity	500
Persistency:
5% decrease in active life mortality and lapse	$	100
10% decrease in active life mortality and lapse	300
Discount rates:
25 basis point decline in new money interest rates	$	—
50 basis point decline in new money interest rates	100


(a)			Represents a sensitivity in future paid claims.


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Non-GAAP Reconciliation of Core Income to Net Income

The following table reconciles core income to net income attributable to Loews Corporation for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Core income (loss):
Property & Casualty Operations	$	260	$	217	$	898	$	831
Other Insurance Operations	(47)		20		(124)		10
Total core income	213		237		774		841
Investment gains (losses)	(84)		18		(127)		94
Consolidating adjustments including noncontrolling interests	(14)		(26)		(68)		(97)
Net income attributable to Loews Corporation	$	115	$	229	$	579	$	838

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’ operating costs and expenses do not vary significantly based upon the amount of products transported, with the exception of costs recorded in fuel and transportation expense, which are netted with fuel retained on our Consolidated Condensed Statements of Operations. 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, 2021.

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 (“Mega Rule”), 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, 2021.


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The following table summarizes the results of operations for Boardwalk Pipelines for the three and nine months ended September 30, 2022 and 2021, as presented in Note 11 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report. Boardwalk Pipelines also utilizes earnings before interest, income tax expense, depreciation and amortization (“EBITDA”), a non-GAAP measure, 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 Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Revenues:
Operating revenues and other	$	339	$	307	$	1,045	$	991
Total	339		307		1,045		991
Expenses:
Operating and other:
Operating costs and expenses	147		123		401		364
Depreciation and amortization	103		92		297		277
Interest	42		40		126		121
Total	292		255		824		762
Income before income tax	47		52		221		229
Income tax expense	(13)		(14)		(57)		(59)
Net income attributable to Loews Corporation	$	34	$	38	$	164	$	170

EBITDA	$	192	$	184	$	644	$	627

Three Months Ended September 30, 2022 Compared to the Comparable 2021 Period

Net income attributable to Loews Corporation decreased $4 million for the three months ended September 30, 2022 as compared with the comparable 2021 period. EBITDA increased $8 million for the three months ended September 30, 2022 as compared with the comparable 2021 period. The decrease in net income as compared with the increase in EBITDA is primarily due to the increase in depreciation and amortization expense and interest expense as discussed below.

Total revenues increased $32 million for the three months ended September 30, 2022 as compared with the comparable 2021 period. Including the items in fuel and transportation expense, operating revenues increased $28 million, primarily driven by an increase in transportation revenues of $25 million due to recently completed growth projects, higher utilization-based revenues and re-contracting at higher rates. In addition, storage and parking and lending revenues increased $5 million due to favorable market conditions.

Operating costs and expenses increased $24 million for the three months ended September 30, 2022 as compared with the comparable 2021 period. Excluding items offset with operating revenues, operating costs and expenses increased $20 million, primarily due to increased costs from maintenance projects associated with compliance with the requirements of the Mega Rule and asset impairment charges resulting from an increase in the estimate of existing asset retirement obligations related to retired assets.

Depreciation and amortization expenses increased $11 million for the three months ended September 30, 2022 as compared with the comparable 2021 period due to an increased asset base from recently completed growth projects and a change in the estimated life of certain assets.

Interest expenses increased $2 million for the three months ended September 30, 2022 as compared with the comparable 2021 period, primarily due to higher average outstanding long-term debt.


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Nine Months Ended September 30, 2022 Compared to the Comparable 2021 Period

Net income attributable to Loews Corporation decreased $6 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. EBITDA increased $17 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. The decrease in net income as compared with the increase in EBITDA is primarily due to the increase in depreciation and amortization expense and interest expense as discussed below.

Total revenues increased $54 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. Including the items in fuel and transportation expense, operating revenues increased $50 million, primarily driven by an increase in transportation revenues of $41 million due to recently completed growth projects, re-contracting at higher rates and higher utilization-based revenues. In addition, storage and parking and lending revenues increased $11 million due to favorable market conditions.

Operating costs and expenses increased $37 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period. Excluding items offset with operating revenues, operating costs and expenses increased $33 million, primarily due to increased costs from maintenance projects associated with compliance with the requirements of the Mega Rule and asset impairment charges resulting from an increase in the estimate of existing asset retirement obligations related to retired assets.

Depreciation and amortization expenses increased $20 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period due to an increased asset base from recently completed growth projects and a change in the estimated life of certain assets.

Interest expense increased $5 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period primarily due to higher average outstanding long-term debt.

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

The following table for Boardwalk Pipelines presents a reconciliation of net income attributable to Loews Corporation to EBITDA for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)


Net income attributable to Loews Corporation	$	34	$	38	$	164	$	170
Income tax expense	13		14		57		59
Depreciation and amortization	103		92		297		277
Interest	42		40		126		121
EBITDA	$	192	$	184	$	644	$	627


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Loews Hotels & Co

The following table summarizes the results of operations for Loews Hotels & Co for the three and nine months ended September 30, 2022 and 2021, as presented in Note 11 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Revenues:
Operating revenue	$	149	$	107	$	440	$	222


Revenues related to reimbursable expenses	31		27		92		67
Total	180		134		532		289
Expenses:
Operating and other:
Operating	128		93		359		231
Asset impairment	8				22
Reimbursable expenses	31		27		92		67
Depreciation and amortization expense	16		15		47		47
Equity income from joint ventures	(36)		(26)		(115)		(17)
Interest	(1)		8		7		25
Total	146		117		412		353
Income (loss) before income tax	34		17		120		(64)
Income tax (expense) benefit	(9)		(4)		(36)		13
Net income (loss) attributable to Loews Corporation	$	25	$	13	$	84	$	(51)

Net income (loss) attributable to Loews Corporation improved by $12 million and $135 million for the three and nine months ended September 30, 2022 as compared to the comparable prior year periods.

Loews Hotels & Co’s results significantly improved for the three and nine months ended September 30, 2022 as compared with the comparable 2021 periods as overall travel demand and resulting business levels were considerably higher in 2022. Travel has significantly rebounded from the impacts of the COVID-19 pandemic, causing overall occupancy rates to improve.

Operating revenues improved by $42 million and $218 million and operating expenses increased by $35 million and $128 million for the three and nine months ended September 30, 2022 as compared with the comparable 2021 periods. The increase in operating revenues was driven by stronger occupancy levels and higher average daily rates at many hotels in 2022 as compared to 2021. Operating expenses have likewise increased to support the higher demand levels and resumption of additional pre-pandemic services.

Equity income from joint ventures improved $10 million and $98 million for the three and nine months ended September 30, 2022 as compared with the comparable 2021 periods. The increase in equity income from joint ventures was driven by stronger occupancy levels and higher average daily rates at many joint venture hotels, particularly at the Universal Orlando Resort, during 2022 as compared to 2021. Operating expenses have likewise increased to support the higher demand levels and resumption of additional pre-pandemic services at those joint venture hotels. Additionally, improvement in the 2022 nine months period also resulted from having all 9,000 rooms available at the Universal Orlando Resort for the entire 2022 period whereas certain properties were not available for periods of 2021.

The three and nine months ended September 30, 2022 include impairment charges of $8 million and $22 million to reduce the carrying value of an asset to its estimated fair value.


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Interest expense decreased $9 million and $18 million for the three and nine months ended September 30, 2022 as compared with the comparable 2021 periods due primarily to the increase in fair value of an interest rate cap of $7 million and $11 million that was executed in the first quarter of 2022, higher capitalized interest on a project under development, and lower average debt balances.

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 consolidated operations of Altium Packaging through March 31, 2021 and the equity method of accounting for Altium Packaging subsequent to its deconsolidation on April 1, 2021.

The following table summarizes the results of operations for Corporate for the three and nine months ended September 30, 2022 and 2021 as presented in Note 11 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Revenues:
Net investment income (loss)	$	(19)	$	(30)	$	(100)	$	40
Investment gains							540
Operating revenues and other	4		1		6		282
Total	(15)		(29)		(94)		862
Expenses:
Operating and other	17		27		62		365
Interest	23		23		67		93
Total	40		50		129		458
Income (loss) before income tax	(55)		(79)		(223)		404
Income tax (expense) benefit	11		19		44		(126)
Net income (loss) attributable to Loews Corporation	$	(44)	$	(60)	$	(179)	$	278

Net investment loss for the Parent Company decreased $11 million for the three months ended September 30, 2022 as compared with the comparable 2021 period primarily due to improved results from short term investments in the Parent Company trading portfolio. Net investment loss was $100 million for the nine months ended September 30, 2022 as compared with net investment income of $40 million in the comparable 2021 period primarily due to the decline in fair value of equity based investments.

Investment gains of $540 million for the nine months ended September 30, 2021 were primarily due to a gain of $555 million ($438 million after tax) on the sale of 47% of Altium Packaging and its deconsolidation on April 1, 2021.

Operating revenues and other for the nine months ended September 30, 2021 include $280 million of consolidated operating revenues for Altium Packaging through March 31, 2021.

Operating and other expenses decreased $10 million for the three months ended September 30, 2022 as compared with the comparable 2021 period, primarily due to lower corporate expenses at the Parent Company. Operating and other expenses decreased $303 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period, primarily due to $279 million of operating expenses for Altium Packaging through March 31, 2021 prior to its deconsolidation and use of the equity method for Altium Packaging since its deconsolidation. In addition, there were lower corporate expenses at the Parent Company for the nine months ended September 30, 2022 as compared with the comparable 2021 period.


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Interest expenses decreased $26 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period due to consolidated interest expenses for Altium Packaging through March 31, 2021, which included a charge of approximately $14 million to write off debt issuance costs for the early retirement of debt.

Income tax expense of $126 million for the nine months ended September 30, 2021 includes the recognition of $117 million of taxes on the investment gain and the recognition of a $40 million deferred tax liability, both of which are related to the sale of 47% of Altium Packaging.

LIQUIDITY AND CAPITAL RESOURCES

Parent Company

Parent Company cash and investments, net of receivables and payables, totaled $3.2 billion at September 30, 2022 as compared to $3.4 billion at December 31, 2021. During the nine months ended September 30, 2022, we received $778 million in cash dividends from CNA, including a special cash dividend of $486 million. Cash outflows during the nine months ended September 30, 2022 included the payment of $611 million to fund treasury stock purchases, $46 million of cash dividends to our shareholders, $26 million to purchase common shares of CNA and equity contributions of $33 million to Loews Hotels & Co and $79 million to Altium Packaging. 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”) registering the future sale of 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 our shares and shares of our subsidiaries outstanding common stock in the open market, in privately negotiated transactions or otherwise. During the nine months ended September 30, 2022, we purchased 10.5 million shares of Loews Corporation common stock and 0.7 million shares of CNA’s common stock. As of October 28, 2022, we had purchased an additional 0.7 million shares of Loews Corporation common stock in 2022 at an additional aggregate cost of $38 million. As of October 28, 2022, there were 237,427,052 shares of Loews Corporation common stock outstanding.

Future uses of our cash may include investing in our subsidiaries, new acquisitions, dividends and/or repurchases 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 $2.0 billion for the nine months ended September 30, 2022 and $1.4 billion for the comparable 2021 period. The increase in cash provided by operating activities was driven by the prior year payment of the EWC LPT premium.

CNA paid cash dividends of $3.20 per share on its common stock, including a special cash dividend of $2.00 per share, during the nine months ended September 30, 2022. On October 28, 2022, CNA’s Board of Directors declared a quarterly cash dividend of $0.40 per share payable December 1, 2022 to shareholders of record on November 15, 2022. 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 (the “Department”), 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, 2022, CCC was in a positive earned surplus position. CCC paid dividends of $845 million and $600 million during the nine months ended September 30, 2022 and 2021. 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.


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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 $55 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period, primarily due to the timing of gas transportation receivables and the impacts of higher natural gas prices on fuel tracker activities.

For the nine months ended September 30, 2022 and 2021, Boardwalk Pipelines’ capital expenditures were $208 million and $239 million, consisting of growth capital expenditures of $122 million and $130 million and maintenance capital expenditures of $79 million and $89 million. During the nine months ended September 30, 2022, Boardwalk Pipelines also spent $7 million on natural gas to be used in its integrated natural gas pipeline system. During the nine months ended September 30, 2021, Boardwalk Pipelines acquired certain natural gas pipeline assets for approximately $20 million.

Boardwalk Pipelines anticipates that its existing capital resources, including its cash on hand, revolving credit facility and cash flows from operating activities, will be adequate to fund its operations and capital expenditures for 2022 and to retire the outstanding $300 million aggregate principal amount of its 3.4% senior notes due in February of 2023 (“2023 Notes”). Boardwalk Pipelines also has an effective shelf registration statement on file with the SEC under which it may publicly issue $1.0 billion of debt securities, warrants or rights from time to time. In February of 2022, Boardwalk Pipelines completed a public offering of $500 million aggregate principal amount of its 3.6% senior notes due September 1, 2032, which utilized $500 million of capacity under its shelf registration statement. Boardwalk Pipelines used the proceeds to retire the outstanding $300 million aggregate principal amount of its 4.0% senior notes due June 2022 in March of 2022, to fund growth capital expenditures and for general corporate purposes. In September of 2022, Boardwalk Pipelines notified the holders of the 2023 Notes that it intends to retire the 2023 Notes on November 1, 2022, at a redemption price of 100% of the principal amount plus any unpaid and accrued interest. Boardwalk Pipelines will fund the retirement of the 2023 Notes from available cash.

In June of 2022, Boardwalk Pipelines’ revolving credit facility was amended to, among other things, extend the maturity date by one year to May 27, 2027, while preserving the two one-year extensions that can be exercised at Boardwalk Pipelines’ election and complete a full transition to interest rates based on the term Secured Overnight Financing Rate (“SOFR”). As of September 30, 2022, Boardwalk Pipelines had no outstanding borrowings and all of the $1.0 billion available borrowing capacity under its revolving credit facility.

As of September 30, 2022, Loews Hotels & Co has a $13 million loan that matures within twelve months, which it currently intends to pay off in the fourth quarter of 2022. Loews Hotels & Co, through its subsidiaries, has loans maturing beyond twelve months which it will work to refinance prior to maturity. Extending 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, none of Loews Hotels & Co’s subsidiaries are in default on any of their loans.

In October of 2022, Loews Hotels & Co contributed $34 million as an initial investment in two joint venture development projects expected to open in 2025. These projects are currently estimated to require an aggregate investment of approximately $200 million in capital contributions from Loews Hotels & Co. Based on the timing of capital calls relative to the seasonality of Loews Hotels & Co’s business, capital contributions from Loews Corporation to Loews Hotels & Co may be required.

Through October 28, 2022, Loews Hotels & Co received capital contributions of $33 million from Loews Corporation to fund development projects during 2022.

In August of 2022, we made a cash contribution of $79 million to our equity method investee, Altium Packaging. These funds and a pro rata contribution from our joint venture partner were used by Altium Packaging for acquisitions which expand its offerings and increase its bottle manufacturing capabilities throughout key industries and geographies.

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, and investments in limited partnerships. 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


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future movements in the underlying markets. If such movements do not occur as anticipated, then 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.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Fixed income securities:
Taxable fixed income securities	$	410	$	360	$	1,163	$	1,075
Tax-exempt fixed income securities	55		77		194		236
Total fixed income securities	465		437		1,357		1,311
Limited partnership and common stock investments	(44)		77		(51)		294
Other, net of investment expense	1		(1)		(4)		3
Net investment income	$	422	$	513	$	1,302	$	1,608


Effective income yield for the fixed income securities portfolio	4.4	%	4.3	%	4.3	%	4.3	%
Limited partnership and common stock return	(2.1)%		3.8	%	(2.4)%		16.4	%

CNA’s net investment income decreased $91 million and $306 million for the three and nine months ended September 30, 2022 as compared with the comparable 2021 periods, driven by unfavorable limited partnership and common stock results, partially offset by higher income from fixed income securities.


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Investment Gains (Losses)

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
(In millions)

Investment gains (losses):
Fixed maturity securities: (a)
Corporate and other bonds	$	(41)	$	36	$	(68)	$	115
States, municipalities and political subdivisions	6		1		28
Asset-backed	(17)		(15)		(29)		(24)
Total fixed maturity securities	(52)		22		(69)		91
Non-redeemable preferred stock	(2)		(2)		(111)		17
Derivatives, short term and other	(42)		2		14		9
Total investment gains (losses)	(96)		22		(166)		117
Income tax (expense) benefit	12		(4)		39		(23)
Amounts attributable to noncontrolling interests	8		(2)		12		(10)
Investment gains (losses) attributable to Loews Corporation	$	(76)	$	16	$	(115)	$	84


(a)			Excludes the loss in the third quarter of 2022 on the assets supporting the funds withheld liability, which is reflected in the Derivatives, short term and other line.

CNA’s pretax investment results decreased $118 million for the three months ended September 30, 2022 as compared with the comparable 2021 period, driven by the net losses on fixed maturity securities in the three months ended September 30, 2022 as compared to net gains in the comparable 2021 period.

Additionally, Derivatives, short term and other for the three months ended September 30, 2022 includes a $35 million non-economic net loss related to the expected novation of a coinsurance agreement on CNA’s legacy annuity business in its Other Insurance Operations and the associated funds withheld embedded derivative.

CNA’s pretax investment results decreased $283 million for the nine months ended September 30, 2022 as compared with the comparable 2021 period, driven by the unfavorable change in fair value of non-redeemable preferred stock and net losses on fixed maturity securities in the nine months ended September 30, 2022 as compared to net gains in the comparable 2021 period.

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:


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	September 30, 2022				December 31, 2021
	Estimated Fair Value		Net Unrealized Gains (Losses)		Estimated Fair Value		Net Unrealized Gains (Losses)
(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises	$	2,452	$	(357)	$	2,600	$	42
AAA	2,374		(250)		3,784		360
AA	6,387		(792)		7,665		823
A	8,739		(667)		9,511		1,087
BBB	15,267		(1,776)		18,458		2,043
Non-investment grade	2,032		(234)		2,362		91
Total	$	37,251	$	(4,076)	$	44,380	$	4,446

As of September 30, 2022 and December 31, 2021, 1% of CNA’s fixed maturity portfolio was rated internally. AAA rated securities included $0.4 billion and $1.7 billion of pre-refunded municipal bonds as of September 30, 2022 and December 31, 2021.

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


September 30, 2022	Estimated Fair Value		Gross Unrealized Losses
(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises	$	2,360	$	360
AAA	1,566		318
AA	4,430		917
A	6,548		838
BBB	13,394		1,902
Non-investment grade	1,646		248
Total	$	29,944	$	4,583

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:


September 30, 2022	Estimated Fair Value		Gross Unrealized Losses
(In millions)

Due in one year or less	$	699	$	11
Due after one year through five years	7,492		541
Due after five years through ten years	10,701		1,705
Due after ten years	11,052		2,326
Total	$	29,944	$	4,583


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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.


	September 30, 2022			December 31, 2021
	Estimated Fair Value		Effective Duration (Years)	Estimated Fair Value		Effective Duration (Years)
(In millions of dollars)

Investments supporting Other Insurance Operations	$	14,253	9.8	$	18,458	9.2
Other investments	24,739		4.8	28,915		4.9
Total	$	38,992	6.7	$	47,373	6.6

The effective duration of investments supporting Other Insurance Operations liabilities at September 30, 2022 lengthened as compared with December 31, 2021, reflecting strategic repositioning to capitalize on higher rates and reduce reinvestment risk.

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, 2021.

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, 2021 for further information.

ACCOUNTING STANDARDS UPDATE

In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update 2018-12, “Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts.” The updated accounting guidance requires changes to the measurement and disclosure of long-duration contracts. For the Company, this includes CNA’s long term care and fully-ceded single premium immediate annuity business.


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The most significant impact will be the effect of updating the discount rate assumption quarterly to reflect an upper-medium grade fixed-income instrument yield, rather than the expected investment portfolio yield. This will be partially offset by the de-recognition of Shadow Adjustments associated with long-duration contracts. The net impact of these changes is expected to be a decrease of approximately $2.1 billion (after tax and noncontrolling interests) in Accumulated other comprehensive income as of the transition date of January 1, 2021. To illustrate the sensitivity of this adjustment, had the interest rates in effect as of September 30, 2022 been used in the calculation, the transition impact to AOCI would have been approximately zero.

The requirement to review, and update if there is a change, cash flow assumptions at least annually is expected to change the pattern of earnings being recognized. Under current accounting guidance, the third quarter 2022 gross premium valuation assessment indicated a pretax reserve margin of $125 million, with no unlocking event. However under the new guidance, the effect of changes in cash flow assumptions from the assessment would be recorded in results of operations (except for discount rate changes which would be recorded quarterly through AOCI).

For a discussion of accounting standards updates that have been adopted or will be adopted in the future, 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 oral statements made by us and our subsidiaries and our and their officials during presentations 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, 2021 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There were no material changes in our market risk components as of September 30, 2022. See 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, 2021 for further information. 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.

Item 4. Controls and Procedures.

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


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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, 2022.

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, 2022 that have materially affected or that are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Information on our legal proceedings is set forth in Note 9 to the Consolidated Condensed Financial Statements included under Part I, Item 1.

Item 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, 2021 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Items 2 (a) and (b) are inapplicable.

Period

(a) Total number

of shares

purchased

(b) Average

price paid per

part of publicly announced plans or programs

(d) Maximum number of shares (or approximate dollar value)

of shares that may yet be purchased under the plans or programs (in millions)

July 1, 2022 - July 31, 2022

1,311,355

57.19

N/A

August 1, 2022 - August 31, 2022

1,705,853

56.10

N/A

September 1, 2022 - September 30, 2022

1,100,000

53.99

N/A


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Item 6. Exhibits.


Description of Exhibit			Exhibit Number
By-Laws of Registrant as amended and restated as of May 10, 2022, incorporated herein by reference to Exhibit 3.02 to Registrant’s Report on Form 8-K filed with the SEC on May 11, 2022 (File No. 001-06541)			3.1

Certification by the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a)			31.1*

Certification by the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) and Rule 15d-14(a)			31.2*

Certification by the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)			32.1*

Certification by the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350 (as adopted by Section 906 of the Sarbanes-Oxley Act of 2002)			32.2*

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document			101.INS *

Inline XBRL Taxonomy Extension Schema			101.SCH *

Inline XBRL Taxonomy Extension Calculation Linkbase			101.CAL *

Inline XBRL Taxonomy Extension Definition Linkbase			101.DEF *

Inline XBRL Taxonomy Label Linkbase			101.LAB *

Inline XBRL Taxonomy Extension Presentation Linkbase			101.PRE *

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)			104*

*Filed herewith.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.


	LOEWS CORPORATION
	(Registrant)

Dated: October 31, 2022	By:	/s/ Jane J. Wang
		JANE J. WANG
		Senior Vice President and Chief Financial Officer (Duly authorized officer and principal financial officer)


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Loews (L) 10-Q2022 Q3 Quarterly report

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