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 ~~June 30, 2020~~March 31, 2021

☐ 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 1-6541

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, NYN.Y. 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 ☐

~~Not Applicable~~ ☐

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 ~~July 24, 2020,~~April 30, 2021, there were ~~280,444,197~~263,175,591 shares of the registrant’s common stock outstanding.

~~Index~~

INDEX

	Page No.
Part I. Financial Information

Item 1. Financial Statements (unaudited)

Consolidated Condensed Balance Sheets	3
~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020

Consolidated Condensed Statements of Operations	4
Three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Consolidated Condensed Statements of Comprehensive ~~Income (Loss)~~Loss	5
Three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Consolidated Condensed Statements of Equity	6
Three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Consolidated Condensed Statements of Cash Flows	87
~~Six~~Three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~

Notes to Consolidated Condensed Financial Statements	98

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3728

Item 3. Quantitative and Qualitative Disclosures about Market Risk	5842

Item 4. Controls and Procedures	5843

Part II. Other Information	5843

Item 1. Legal Proceedings	5843

Item 1A. Risk Factors	5943

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	6445

Item 6. Exhibits	6446

Index

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

	June 30, 2020			December 31, 2019			March 31, 2021			December 31, 2020
(Dollar amounts in millions, except per share data)

Assets:

Investments:
Fixed maturities, amortized cost of $38,414 and $38,157, less allowance for credit loss of $51 and $0	$	42,799		$	42,240
Equity securities, cost of $1,349 and $1,244		1,305			1,306
Fixed maturities, amortized cost of $39,293 and $38,963, less allowance for credit loss of $43 and $40							$	43,584		$	44,646
Equity securities, cost of $1,455 and $1,456								1,580			1,561
Limited partnership investments		1,742			2,004			1,769			1,798
Other invested assets, primarily mortgage loans, less allowance for credit loss of $20 and $0		1,125			1,072
Other invested assets, primarily mortgage loans, less allowance for credit loss of $26 and $26								1,144			1,165
Short term investments		4,515			4,628			4,282			4,674
Total investments		51,486			51,250			52,359			53,844
Cash		668			336			660			478
Receivables		8,431			7,675			8,539			7,833
Property, plant and equipment		10,475			15,568			9,921			10,451
Goodwill		764			767			349			785
Deferred non-insurance warranty acquisition expenses		2,916			2,840			3,149			3,068
Deferred acquisition costs of insurance subsidiaries		699			662			741			708
Other assets		3,000			3,145			2,501			3,069
Assets held for sale								1,786
Total assets	$	78,439		$	82,243		$	80,005		$	80,236

Liabilities and Equity:

Insurance reserves:
Claim and claim adjustment expense	$	22,270		$	21,720		$	23,056		$	22,706
Future policy benefits		12,596			12,311			12,772			13,318
Unearned premiums		4,996			4,583			5,319			5,119
Total insurance reserves		39,862			38,614			41,147			41,143
Payable to brokers		985			108			310			92
Short term debt		47			77			141			37
Long term debt		9,958			11,456			8,996			10,072
Deferred income taxes		875			1,168			924			1,065
Deferred non-insurance warranty revenue		3,852			3,779			4,119			4,023
Other liabilities		4,447			5,111			4,375			4,623
Liabilities held for sale								1,456
Total liabilities		60,026			60,313			61,468			61,055

Commitments and contingent liabilities

Preferred stock, $0.10 par value:
Preferred stock, $0.10 par value:
Authorized – 100,000,000 shares								0			0
Common stock, $0.01 par value:
Common stock, $0.01 par value:								0			0
Authorized – 1,800,000,000 shares
Issued – 291,393,899 and 291,210,222 shares		3			3
Issued – 269,472,042 and 269,360,973 shares								3			3
Additional paid-in capital		3,371			3,374			3,119			3,133
Retained earnings		14,316			15,823			14,394			14,150
Accumulated other comprehensive income (loss)		5			(68	)
Accumulated other comprehensive income								34			581
		17,695			19,132			17,550			17,867
Less treasury stock, at cost (10,949,702 and 240,000 shares)		(491	)		(13	)
Less treasury stock, at cost (5,708,164 and 150,000 shares)								(280	)		(7	)
Total shareholders’ equity		17,204			19,119			17,270			17,860
Noncontrolling interests		1,209			2,811			1,267			1,321
Total equity		18,413			21,930			18,537			19,181
Total liabilities and equity	$	78,439		$	82,243		$	80,005		$	80,236

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Three Months Ended March 31													2021			2020
(In millions, except per share data)

Revenues:
Insurance premiums	$	1,850		$	1,824		$	3,719		$	3,627		$	1,962		$	1,869
Net investment income		644			551			807			1,208			550			163
Investment gains (losses) (Note 2)		(1,142	)		2			(1,358	)		33
Investment gains (losses)														57			(216	)
Non-insurance warranty revenue		308			285			609			566			338			301
Operating revenues and other		650			961			1,632			1,946			715			982
Total		2,310			3,623			5,409			7,380			3,622			3,099

Expenses:
Insurance claims and policyholders’ benefits		1,642			1,352			3,067			2,709			1,506			1,425
Amortization of deferred acquisition costs		342			338			686			680			359			344
Non-insurance warranty expense		285			263			566			523			311			281
Operating expenses and other		992			1,231			3,018			2,380			914			2,026
Interest		123			164			267			305			125			144
Total		3,384			3,348			7,604			6,597			3,215			4,220
Income (loss) before income tax		(1,074	)		275			(2,195	)		783			407			(1,121	)
Income tax (expense) benefit		228			(50	)		305			(162	)		(114	)		77
Net income (loss)		(846	)		225			(1,890	)		621			293			(1,044	)
Amounts attributable to noncontrolling interests		11			24			423			22			(32	)		412
Net income (loss) attributable to Loews Corporation	$	(835	)	$	249		$	(1,467	)	$	643		$	261		$	(632	)

Basic net income (loss) per share	$	(2.96	)	$	0.82		$	(5.16	)	$	2.10		$	0.98		$	(2.20	)

Diluted net income (loss) per share	$	(2.96	)	$	0.82		$	(5.16	)	$	2.09		$	0.97		$	(2.20	)

Weighted average shares outstanding:
Shares of common stock		281.48			303.84			284.26			306.82			267.39			287.04
Dilutive potential shares of common stock					0.70						0.62			0.37
Total weighted average shares outstanding assuming dilution		281.48			304.54			284.26			307.44			267.76			287.04

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

(Unaudited)

Three Months Ended
June 30,

Six Months Ended
June 30,

2020 2019 2020 2019
(In millions)

Net income (loss) $ (846 ) $ 225 $ (1,890 ) $ 621

Other comprehensive income (loss), after tax
Changes in:
Net unrealized gains (losses) on investments with an allowance for credit losses 2 (9 )
Net unrealized gains on other investments 1,191 436 147 966
Total unrealized gains on investments 1,193 436 138 966
Unrealized losses on cash flow hedges (6 ) (19 ) (12 )
Pension and postretirement benefits 6 7 20 15
Foreign currency translation 29 3 (55 ) 20

Other comprehensive income 1,228 440 84 989

Comprehensive income (loss) 382 665 (1,806 ) 1,610

Amounts attributable to noncontrolling interests (119 ) (23 ) 412 (84 )

Total comprehensive income (loss) attributable to Loews Corporation $ 263 $ 642 $ (1,394 ) $ 1,526

Three Months Ended March 31	2021			2020
(In millions)

Net income (loss)	$	293		$	(1,044	)

Other comprehensive loss, after tax
Changes in:
Net unrealized losses on investments with an allowance for credit losses					(11	)
Net unrealized losses on other investments		(627	)		(1,044	)
Total unrealized losses on investments		(627	)		(1,055	)
Unrealized gains (losses) on cash flow hedges		4			(19	)
Pension and postretirement benefits		9			14
Foreign currency translation		3			(84	)

Other comprehensive loss		(611	)		(1,144	)

Comprehensive loss		(318	)		(2,188	)

Amounts attributable to noncontrolling interests		32			531

Total comprehensive loss attributable to Loews Corporation	$	(286	)	$	(1,657	)

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY

(Unaudited)

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

Balance, April 1, 2019	$	21,902		$	3	$	3,607		$	16,144		$	(390	)	$	(327	)	$	2,865
Net income		225								249									(24	)
Other comprehensive income		440											393						47
Dividends paid ($0.0625 per share)		(29	)							(19	)								(10	)
Balance, January 1, 2020, as reported																					$	21,930		$	3	$	3,374		$	15,823		$	(68	)	$	(13	)	$	2,811
Cumulative effect adjustment from change in accounting standards																						(5	)							(5	)
Balance, January 1, 2020, as adjusted																						21,925			3		3,374			15,818			(68	)		(13	)		2,811
Net loss																						(1,044	)							(632	)								(412	)
Other comprehensive loss																						(1,144	)										(1,025	)					(119	)
Dividends paid ($0.0625 per share)																						(87	)							(18	)								(69	)
Purchases of Loews Corporation treasury stock		(151	)													(151	)					(445	)													(445	)
Purchases of subsidiary stock from noncontrolling interests		(2	)																(2	)
Purchases of subsidiary stock from non- controlling interests																						(18	)																(18	)
Stock-based compensation		7					6												1			(4	)				(22	)											18
Other		2					(1	)											3			(5	)				(5	)		(1	)								1
Balance, June 30, 2019	$	22,394		$	3	$	3,612		$	16,374		$	3		$	(478	)	$	2,880
Balance,March 31, 2020																					$	19,178		$	3	$	3,347		$	15,167		$	(1,093	)	$	(458	)	$	2,212

Balance, April 1, 2020	$	19,178		$	3	$	3,347		$	15,167		$	(1,093	)	$	(458	)	$	2,212
Net loss		(846	)							(835	)								(11	)
Other comprehensive income		1,228											1,098						130
Dividends paid ($0.0625 per share)		(27	)							(18	)								(9	)
Deconsolidation of Diamond Offshore		(1,087	)																(1,087	)
Balance, January 1, 2021																					$	19,181		$	3	$	3,133		$	14,150		$	581		$	(7	)	$	1,321
Net income																						293								261									32
Other comprehensive loss																						(611	)										(547	)					(64	)
Dividends paid ($0.0625 per share)																						(49	)							(17	)								(32	)
Purchases of Loews Corporation treasury stock		(33	)													(33	)					(274	)													(274	)
Purchases of subsidiary stock from noncontrolling interests		(19	)				5												(24	)
Purchases of subsidiary stock from non-controlling interests																						(3	)																(3	)
Stock-based compensation		13					13															4					(11	)											15
Other		6					6			2									(2	)		(4	)				(3	)								1			(2	)
Balance, June 30, 2020	$	18,413		$	3	$	3,371		$	14,316		$	5		$	(491	)	$	1,209
Balance, March 31, 2021																					$	18,537		$	3	$	3,119		$	14,394		$	34		$	(280	)	$	1,267

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF ~~EQUITY~~CASH FLOWS

(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, 2019 $ 21,386 $ 3 $ 3,627 $ 15,773 $ (880 ) $ (5 ) $ 2,868
Net income 621 643 (22 )
Other comprehensive income 989 883 106
Dividends paid ($0.125 per share) (116 ) (38 ) (78 )
Purchases of Loews Corporation treasury stock (473 ) (473 )
Purchases of subsidiary stock from noncontrolling interests (16 ) (16 )
Stock-based compensation 8 (13 ) 21
Other (5 ) (2 ) (4 ) 1
Balance, June 30, 2019 $ 22,394 $ 3 $ 3,612 $ 16,374 $ 3 $ (478 ) $ 2,880

Balance, December 31, 2019, as reported $ 21,930 $ 3 $ 3,374 $ 15,823 $ (68 ) $ (13 ) $ 2,811
Cumulative effect adjustment from change in accounting standards (Note 1) (5 ) (5 )
Balance, January 1, 2020, as adjusted 21,925 3 3,374 15,818 (68 ) (13 ) 2,811
Net loss (1,890 ) (1,467 ) (423 )
Other comprehensive income 84 73 11
Dividends paid ($0.125 per share) (114 ) (36 ) (78 )
Deconsolidation of Diamond Offshore (1,087 ) (1,087 )
Purchases of Loews Corporation treasury stock (478 ) (478 )
Purchases of subsidiary stock from noncontrolling interests (37 ) 5 (42 )
Stock-based compensation 9 (9 ) 18
Other 1 1 1 (1 )
Balance, June 30, 2020 $ 18,413 $ 3 $ 3,371 $ 14,316 $ 5 $ (491 ) $ 1,209

Three Months Ended March 31	2021			2020
(In millions)

Operating Activities:

Net income (loss)	$	293		$	(1,044	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net		257			1,363
Changes in operating assets and liabilities, net:
Receivables		(736	)		(266	)
Deferred acquisition costs		(32	)		(27	)
Insurance reserves		605			510
Other assets		(250	)		(116	)
Other liabilities		126			(288	)
Trading securities		(129	)		197
Net cash flow provided by operating activities		134			329

Investing Activities:

Purchases of fixed maturities		(2,203	)		(1,818	)
Proceeds from sales of fixed maturities		907			823
Proceeds from maturities of fixed maturities		1,084			799
Purchases of equity securities		(81	)		(220	)
Proceeds from sales of equity securities		119			98
Purchases of limited partnership investments		(61	)		(32	)
Proceeds from sales of limited partnership investments		49			204
Purchases of property, plant and equipment		(87	)		(233	)
Change in short term investments		569			837
Other, net		10			(31	)
Net cash flow provided by investing activities		306			427

Financing Activities:

Dividends paid		(17	)		(18	)
Dividends paid to noncontrolling interests		(32	)		(69	)
Purchases of Loews Corporation treasury stock		(280	)		(458	)
Purchases of subsidiary stock from noncontrolling interests		(3	)		(18	)
Principal payments on debt		(1,073	)		(223	)
Issuance of debt		1,159			654
Other, net		(12	)		(12	)
Net cash flow used by financing activities		(258	)		(144	)

Effect of foreign exchange rate on cash					(9	)

Net change in cash		182			603
Cash, beginning of period		478			336
Cash, end of period	$	660		$	939

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

Loews Corporation and Subsidiaries

~~CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

Six Months Ended June 30, 2020 2019
(In millions)

Operating Activities:

Net income (loss) $ (1,890 ) $ 621
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities, net 2,430 604
Changes in operating assets and liabilities, net:
Receivables (574 ) (79 )
Deferred acquisition costs (41 ) (47 )
Insurance reserves 1,181 203
Other assets (280 ) (296 )
Other liabilities (46 ) 73
Trading securities (340 ) (605 )
Net cash flow provided by operating activities 440 474

Investing Activities:

Purchases of fixed maturities (5,356 ) (4,896 )
Proceeds from sales of fixed maturities 3,773 3,858
Proceeds from maturities of fixed maturities 1,622 1,374
Purchases of limited partnership investments (90 ) (139 )
Proceeds from sales of limited partnership investments 259 559
Purchases of property, plant and equipment (440 ) (505 )
Acquisitions (256 )
Dispositions 11 136
Deconsolidation of Diamond Offshore (483 )
Change in short term investments 526 6
Other, net (147 ) (93 )
Net cash flow (used) provided by investing activities (325 ) 44

Financing Activities:

Dividends paid (36 ) (38 )
Dividends paid to noncontrolling interests (78 ) (78 )
Purchases of Loews Corporation treasury stock (491 ) (478 )
Purchases of subsidiary stock from noncontrolling interests (37 ) (16 )
Principal payments on debt (465 ) (1,394 )
Issuance of debt 1,342 1,534
Other, net (13 ) (15 )
Net cash flow provided (used) by financing activities 222 (485 )

Effect of foreign exchange rate on cash (5 ) 2

Net change in cash 332 35
Cash, beginning of period 336 405
Cash, end of period $ 668 $ 440

~~See accompanying Notes to Consolidated Condensed Financial Statements.~~

~~Index~~

~~Loews Corporation and Subsidiaries~~

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Loews Corporation is a holding company. Its consolidated subsidiaries are engaged in the following lines of business: commercial property and casualty insurance (CNA Financial Corporation (“CNA”), aan ~~89.6%~~89.5% owned subsidiary); transportation and storage of natural gas and natural gas liquids (Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”), a wholly owned subsidiary); the operation of a chain of hotels (Loews Hotels Holding Corporation (“Loews Hotels & Co”), a wholly owned subsidiary); and the manufacture of rigid plastic packaging solutions (Altium Packaging LLC (“Altium Packaging”), a 99% owned subsidiary). Unless the context otherwise requires, the term “Company” as used herein means Loews Corporation including its consolidated subsidiaries, ~~and~~ the term “Net income (loss) attributable to Loews Corporation” as used herein means Net income (loss) attributable to Loews Corporation ~~shareholders.~~shareholders and the term “subsidiaries” means Loews Corporation’s consolidated subsidiaries.

InOn April 1, 2021, Loews Corporation sold 47% of its interest in Altium Packaging. See Note 2 for further discussion.

As a result of the ~~second quarter~~April 26, 2020 bankruptcy filing of ~~2020,~~ Diamond Offshore Drilling, Inc. (“Diamond Offshore”) and certain of its subsidiaries and applicable accounting principles generally accepted in the United States of America (“GAAP”), Diamond Offshore was deconsolidated from Loews Corporation’s consolidated financial statements in the second quarter of 2020. Loews Corporation’s operating results for the first quarter of 2020 include the operations of Diamond Offshore. During the first quarter of 2020, Diamond Offshore recorded an aggregate asset impairment charge of $774 million ($408 million after tax and noncontrolling interests), which is reported within Operating expenses and other on the Consolidated Condensed Statements of Operations. For additional information regarding the deconsolidation of Diamond Offshore and the Diamond Offshore asset impairments, see Notes 2 and 6 of the Consolidated Financial Statements in the Company’s ~~consolidated financial statements. See Note 2~~Annual Report on Form 10-K for ~~further discussion.~~the year ended December 31, 2020.

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 ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 and results of operations, comprehensive ~~income~~loss and changes in shareholders’ equity ~~for the three and six months ended June 30, 2020 and 2019~~ and cash flows for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020. Net income (loss) for the ~~second~~first quarter ~~and first half~~ of each of the years is not necessarily indicative of net income (loss) 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, ~~2019.~~2020.

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. ~~There~~For the three months ended March 31, 2021 there were 0 shares attributable to employee stock-based compensation awards excluded from the diluted weighted average shares outstanding amounts ~~for the three and six months ended June 30, 2020 and 2019~~ because the effect would have been antidilutive.

~~Accounting changes~~Recently issued ASUs – In ~~June~~August of 2018~~2016,~~, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-12~~2016~~-~~13,~~ ~~“Financial Instruments-Credit Losses (Topic~~ ~~326)~~: Measurement of Credit Losses on Financial Instruments.” The updated accounting guidance requires changes to the recognition of credit losses on financial instruments not accounted for at fair value through net income. For financial assets measured at cost, the expected credit loss model requires immediate recognition of estimated credit losses over the life of the asset and presentation of the asset at the net amount expected to be collected. This new guidance applies to mortgage loan investments, reinsurance and insurance receivables and other financing and trade receivables. For available-for-sale fixed maturity securities carried at fair value, estimated credit losses will continue to be measured at the present value of expected cash flows, however, the other than temporary impairment (“OTTI”) concept has been eliminated. Under the previous guidance, estimated credit impairments resulted in a write down of amortized cost. Under the new guidance, estimated credit losses are recognized through an allowance and reversals of the allowance are permitted if the estimate of credit losses declines. For available-for-sale fixed maturity securities where there is an intent to sell, impairment will continue to result in a write down of amortized cost.

~~On January~~ 1,~~2020,~~ the Company adopted the updated guidance using a modified retrospective method with a cumulative effect adjustment recorded to beginning Retained earnings. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance. A prospective transition approach is required for available-for-sale fixed maturity securities that were purchased with credit deterioration (“PCD assets”) or have recognized an OTTI write down prior to the effective date. The cumulative effect of the accounting change resulted in a ~~$5 million~~ ~~decrease in Retained earnings, after tax and noncontrolling interests.~~

~~The allowance for doubtful accounts for insurance, reinsurance and trade receivables was unchanged as a result of adopting the new guidance. At adoption, an allowance for credit losses of~~ ~~$6 million~~ was established for available-for-sale fixed maturity securities that were PCD assets, with a corresponding increase to amortized cost, resulting in no adjustment to the carrying value of the securities. Below is a summary of the significant accounting policies impacted by the adoption of ASU ~~2016~~-~~13.~~

~~Index~~

The allowance for credit losses is a valuation account that is reported as a reduction of a financial asset’s cost basis and is measured on a pool basis when similar risk characteristics exist. The allowance is estimated using relevant available information from both internal and external sources. Historical credit loss experience provides the basis for the estimation of expected credit losses and adjustments may be made to reflect current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made for additional factors that come to the Company’s attention. This could include significant shifts in counterparty financial strength ratings, aging of past due receivables, amounts sent to collection agencies, or other underlying portfolio changes. Current and forecast economic conditions are considered, using a variety of economic metrics and forecast indices. The sensitivity of expected credit losses relative to changes to the forecast of economic conditions can vary by financial asset class. A reasonable and supportable forecast period is up to 24 months from the balance sheet date. After the forecast period, the Company reverts to historical credit experience. Collateral arrangements such as letters of credit and amounts held in beneficiary trusts to mitigate credit risk are considered in the estimate of the net amount expected to be collected.

A policy election has been made to present accrued interest balances separately from the amortized cost basis of assets, and a practical expedient has been elected to exclude the accrued interest from the tabular disclosures for mortgage loans and available-for-sale securities. An election has been made not to estimate an allowance for credit losses on accrued interest receivables. The accrual of interest income is discontinued and the asset is placed on nonaccrual status within 90 days of the interest becoming delinquent. Interest accrued but not received for assets on nonaccrual status is reversed through Net investment income. Interest received for assets that are on nonaccrual status is recognized as payment is received. The asset is returned to accrual status when the principal and interest amounts contractually due are brought current, and future payments are expected. Interest receivables are presented in Receivables on the Consolidated Condensed Balance Sheet.

~~See Notes 3 and 10 for more information on credit losses.~~

~~Recently issued ASUs~~ ~~– In August of~~ ~~2018,~~ ~~the FASB issued ASU~~ ~~2018~~-~~12,~~, “Financial Services – Insurance (Topic 944~~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. The guidance requires entities to update annually cash flow assumptions, including morbidity and persistency, and 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”). This guidance is effective for interim and annual periods beginning after December 15, ~~2021, however the FASB has proposed a one year deferral of the effective date. Early~~2022, with early adoption is permitted. The ~~Company~~guidance may ~~elect to apply the guidance~~be applied using either a modified retrospective transition method or a full retrospective transition method. The guidance requires restatement of prior periods presented. The Company plans to ~~use~~adopt on the effective date, using the modified retrospective transition method ~~at adoption~~ and is currently evaluating the effect the updated guidance will have on its consolidated financial statements, including the increased disclosure requirements. The annual updating of cash flow assumptions is expected to increase income statement volatility. While the requirements of the new guidance represent a material change from existing accounting guidance, the underlying economics of the business and related cash flows will be unchanged.

Index

2. ~~Deconsolidation of Diamond Offshore~~Significant Transaction

Altium Packaging

On ~~April 26, 2020 (the “Filing Date”), Diamond Offshore and certain~~March 12, 2021, Loews Corporation entered into a definitive agreement to sell 47% of its ~~direct~~interest in Altium Packaging to GIC, Singapore’s sovereign wealth fund. On April 1, 2021, the transaction closed and indirect subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas seeking relief under Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Filing”). As a result of Diamond Offshore’s Chapter 11 Filing and applicable U.S. generally accepted accounting principles, Loews Corporation ~~no longer controls Diamond Offshore for accounting purposes~~received approximately $420 million in cash consideration, subject to expenses and ~~therefore, Diamond Offshore was~~post-closing adjustments. Loews Corporation will share certain participating rights with GIC related to capital allocation and other decisions by Altium Packaging. Therefore, in accordance with Accounting Standards Codification (“ASC”) 810, “Consolidation,” Altium Packaging will be deconsolidated from ~~its~~Loews Corporation’s consolidated financial statements effective as of April 1, 2021. The assets and liabilities of Altium Packaging have been classified as held for sale at March 31, 2021, and a deferred tax liability of $35 million was recorded in the ~~Filing Date. See Note 14~~three months ended March 31, 2021. Assets held for ~~Diamond Offshore’s revenues~~sale of $1.8 billion primarily consist of property, plant and ~~expenses through the Filing Date.~~equipment of $0.5 billion, goodwill of $0.4 billion, intangible assets of $0.5 billion and other assets of $0.4 billion. Liabilities held for sale of $1.5 billion primarily consist of $1.1 billion of long term debt and other liabilities of $0.4 billion.

~~Through the Filing Date, Diamond Offshore’s results were included~~The transaction will result in ~~Loews Corporation’s consolidated financial statements and Loews Corporation recognized in its earnings its proportionate share~~a pretax gain of ~~Diamond Offshore’s losses through such date. The deconsolidation resulted~~approximately $560 million to be recorded in the ~~recognition~~second quarter of ~~a loss~~2021 and the retained 53% investment in Altium Packaging will initially be recorded at an estimated fair value of ~~$1.2 billion ($957 million after tax) during the three and six months ended June 30, 2020, which is reported within~~$475 million. The gain will be recorded in Investment gains (losses) on the Consolidated Condensed ~~Statements~~Statement of Operations. ~~This loss represents the difference between the carrying value and the estimated fair value, which was immaterial, of~~Effective April 1, 2021, Loews Corporation’s investment in Altium Packaging will be accounted for under the equity ~~securities~~method of ~~Diamond Offshore as of the Filing Date.~~

~~Index~~

accounting.

3. Investments

Net investment income is as follows:

	Three Months Ended June 30,						Six Months Ended June 30
	2020			2019			2020			2019
Three Months Ended March 31													2021			2020
(In millions)

Fixed maturity securities	$	430		$	455		$	868		$	910		$	428		$	438
Limited partnership investments		57			43			(45	)		124			47			(102	)
Short term investments		2			14			9			29						7
Equity securities		50			16			6			46			29			(44	)
Income (loss) from trading portfolio (a)		107			29			(22	)		110			50			(129	)
Other		16			12			30			26			16			14
Total investment income		662			569			846			1,245			570			184
Investment expenses		(18	)		(18	)		(39	)		(37	)		(20	)		(21	)
Net investment income	$	644		$	551		$	807		$	1,208		$	550		$	163

(a)	Net unrealized gains (losses) related to changes in fair value on securities still held were $80$32 and $8$(117) for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and~~ ~~$7 and $48 for the six months ended June 30, 2020 and 2019~~. 2020.

Investment gains (losses) are as follows:

	Three Months Ended June 30,						Six Months Ended June 30
	2020			2019			2020			2019
Three Months Ended March 31													2021		2020
(In millions)

Fixed maturity securities	$	17		$	(3	)	$	(58	)	$	(9	)	$	38	$	(75	)
Equity securities		63			11			(70	)		53			2		(133	)
Derivative instruments		(10	)		(6	)		(5	)		(11	)		17		5
Short term investments and other		(1	)					(14	)							(13	)
Deconsolidation of Diamond Offshore (see Note 2)		(1,211	)					(1,211	)
Investment gains (losses) (a)	$	(1,142	)	$	2		$	(1,358	)	$	33		$	57	$	(216	)

(a)

Gross investment gains on available-for-sale securities were $~~102~~58 and $2829 for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and $131 and $64 for the six months ended June 30, 2020 and 2019~~.2020. Gross investment losses on available-for-sale securities were $8520 and $31104 for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and $189 and $73 for the six months ended June 30, 2020 and 2019.~~2020. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020,, $632 of investment gains and ~~$70~~$133 of investment losses were recognized due to the change in fair value of non-redeemable preferred stock still held as of ~~June 30, 2020. During the three~~March 31,2021 and ~~six months ended June 30, 2019, $11 and $53 of investment gains were recognized due to the change in fair value of non-redeemable preferred stock still held as of June 30, 2019~~2020.

The allowance for credit loss related to available-for-sale fixed maturity securities is the difference between the present value of cash flows expected to be collected and the amortized cost basis. All available evidence is considered when determining whether an investment requires a credit loss write-down or allowance to be recorded. Examples of such evidence may include the financial condition and near term prospects of the issuer, whether the issuer is current with interest and principal payments, credit ratings on the security or changes in ratings over time, general market conditions and industry, sector or other specific factors and whether it is likely that the amortized cost will be recovered through the collection of cash flows. Changes in the allowance are presented as a component of Investment gains (losses) on the Consolidated Condensed Statements of Operations.

119

Index

The following ~~table presents~~tables present the activity related to the allowance on available-for-sale securities with credit impairments and ~~PCD~~purchased credit-deteriorated (“PCD”) assets. Accrued interest receivables on available-for-sale fixed maturity securities totaled $389 million, $371 million and $~~373~~390 million as of March 31, 2021, December 31, 2020 and isMarch 31, 2020 and are excluded from the estimate of expected credit losses and the amortized cost basis in the tables within this Note.

Three months ended June 30, 2020
Corporate and
Other Bonds

Asset-
backed
Total
(In millions)

Allowance for credit losses:
Balance as of April 1, 2020 $ 49 $ - $ 49
Additions to the allowance for credit losses:
For securities for which credit losses were not previously recorded 10 12 22
For available-for-sale securities accounted for as PCD assets 1 1

Reductions to the allowance for credit losses:
Securities sold during the period (realized) 1 1

Additional increases or (decreases) to the allowance for credit losses on securities that had an allowance recorded in a previous period (20 ) (20 )
Total allowance for credit losses $ 39 $ 12 $ 51

Six months ended June 30, 2020
Three months ended March 31, 2021									Corporate and Other Bonds			Asset-backed			Total
(In millions)

Allowance for credit losses:
Balance as of December 31, 2019	$	-		$	-	$	-
Balance as of January 1, 2021									$	23		$	17		$	40
Additions to the allowance for credit losses:
Impact of adopting ASC 326		6					6
For securities for which credit losses were not previously recorded		58			12		70
For available-for-sale securities accounted for as PCD assets		2					2
Securities for which credit losses were not previously recorded										14						14
Available-for-sale securities accounted for as PCD assets										2						2

Reductions to the allowance for credit losses:
Securities sold during the period (realized)		6					6			6						6
Intent to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis		1					1

Additional increases or (decrease) to the allowance for credit losses on securities that had an allowance recorded in a previous period		(20	)				(20	)
Additional decreases to the allowance for credit losses on securities that had an allowance recorded in a previous period										(6	)		(1	)		(7	)
Total allowance for credit losses	$	39		$	12	$	51		$	27		$	16		$	43

Three months ended March 31, 2020

Allowance for credit losses:
Balance as of January 1, 2020									$	0		$	0		$	0
Additions to the allowance for credit losses:
Impact of adopting ASC 326										6						6
Securities for which credit losses were not previously recorded										48						48
Available-for-sale securities accounted for as PCD assets										1						1

Reductions to the allowance for credit losses:
Securities sold during the period (realized)										5						5
Intent to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis										1						1
Total allowance for credit losses									$	49		$	0		$	49

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

	Three Months Ended June 30,					Six Months Ended June 30,
	2020			2019		2020		2019
Three Months Ended March 31										2021			2020
(In millions)

Fixed maturity securities available-for-sale:
Corporate and other bonds	$	(1	)	$	6	$	90	$	12	$	7		$	91
Asset-backed		12					13		8		(1	)		1
Impairment losses recognized in earnings	$	11		$	6	$	103	$	20	$	6		$	92

There were 0 losses recognized on mortgage loans during the three months ended March 31, 2021. During the three months ended March 31, 2020, $13 million of losses were recognized related to mortgage loans due to changes in expected credit losses.

1210

Index

The amortized cost and fair values of fixed maturity securities are as follows:

June 30, 2020	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses (a)		Estimated Fair Value
March 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	$	20,305	$	2,680	$	143	$	39	$	22,803	$	21,110	$	2,644	$	71	$	27	$	23,656
States, municipalities and political subdivisions		9,426		1,702		1				11,127		10,041		1,590		31				11,600
Asset-backed:
Residential mortgage-backed		3,617		169		2				3,784		3,215		108		40				3,283
Commercial mortgage-backed		2,151		70		93		12		2,116		1,952		76		24		16		1,988
Other asset-backed		1,940		52		33				1,959		2,281		71		7				2,345
Total asset-backed		7,708		291		128		12		7,859		7,448		255		71		16		7,616
U.S. Treasury and obligations of government-sponsored enterprises		491		7						498		138		1		7				132
Foreign government		457		26						483		508		23		2				529
Redeemable preferred stock												12								12
Fixed maturities available-for-sale		38,387		4,706		272		51		42,770		39,257		4,513		182		43		43,545
Fixed maturities trading		27		2						29		36		3						39
Total fixed maturity securities	$	38,414	$	4,708	$	272	$	51	$	42,799	$	39,293	$	4,516	$	182	$	43	$	43,584

December 31, 2019
Cost or
Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair Value

Unrealized
OTTI Losses
(Gains) (a)

Fixed maturity securities:
Corporate and other bonds $ 19,789 $ 2,292 $ 32 $ 22,049
States, municipalities and political subdivisions 9,093 1,559 10,652
Asset-backed:
Residential mortgage-backed 4,387 133 1 4,519 $ (17 )
Commercial mortgage-backed 2,265 86 5 2,346 1
Other asset-backed 1,925 41 4 1,962 (3 )
Total asset-backed 8,577 260 10 8,827 (19 )
U.S. Treasury and obligations of government-sponsored enterprises 146 1 2 145
Foreign government 491 14 1 504
Redeemable preferred stock 10 10
Fixed maturities available-for-sale 38,106 4,126 45 42,187 (19 )
Fixed maturities trading 51 2 53
Total fixed maturities $ 38,157 $ 4,128 $ 45 $ 42,240 $ (19 )

~~(a)~~

On January 1, 2020, the Company adopted ASU 2016-13; see Note 1. The Unrealized OTTI Losses (Gains) column that tracked subsequent valuation changes on securities for which a credit loss had previously been recorded has been replaced with the Allowance for Credit Losses column. Prior period amounts were not adjusted for the adoption of this standard.

December 31, 2020

Fixed maturity securities:
Corporate and other bonds	$	20,792	$	3,578	$	22	$	23	$	24,325
States, municipalities and political subdivisions		9,729		1,863						11,592
Asset-backed:
Residential mortgage-backed		3,442		146		1				3,587
Commercial mortgage-backed		1,933		93		42		17		1,967
Other asset-backed		2,179		81		9				2,251
Total asset-backed		7,554		320		52		17		7,805
U.S. Treasury and obligations of government-sponsored enterprises		339		2		3				338
Foreign government		512		32						544
Fixed maturities available-for-sale		38,926		5,795		77		40		44,604
Fixed maturities trading		37		5						42
Total fixed maturity securities	$	38,963	$	5,800	$	77	$	40	$	44,646

The net unrealized gains on available-for-sale investments included in the tables above are recorded as a component of Accumulated other comprehensive income (loss) (“AOCI”). When presented in AOCI, these amounts are net of tax and noncontrolling interests and any required Shadow Adjustments. To the extent that unrealized gains on fixed income securities supporting long term care products and structured settlements not funded by annuities would result in a premium deficiency if those gains were realized, a related increase in Insurance reserves is recorded, net of tax and noncontrolling interests, as a reduction of net unrealized gains through Other comprehensive income (loss) (“Shadow Adjustments”). As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the net unrealized gains on investments included in AOCI were correspondingly reduced by Shadow Adjustments of $2.1 billion and ~~$2.0~~$2.5 billion (after tax and noncontrolling interests).

1311

Index

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				Less than 12 Months				12 Months or Longer				Total
June 30, 2020	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
March 31, 2021													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	$	2,095	$	137	$	56	$	6	$	2,151	$	143	$	1,868	$	66	$	82	$	5	$	1,950	$	71
States, municipalities and political subdivisions		94		1						94		1		866		31						866		31
Asset-backed:
Residential mortgage-backed		53		1		21		1		74		2		1,584		40		12				1,596		40
Commercial mortgage-backed		971		92		14		1		985		93		320		9		285		15		605		24
Other asset-backed		746		32		14		1		760		33		337		3		97		4		434		7
Total asset-backed		1,770		125		49		3		1,819		128		2,241		52		394		19		2,635		71
U.S. Treasury and obligations of government-sponsored enterprises		4								4				65		7						65		7
Foreign government		4								4				45		2						45		2
Total fixed maturity securities	$	3,967	$	263	$	105	$	9	$	4,072	$	272	$	5,085	$	158	$	476	$	24	$	5,561	$	182

December 31, 2019

Fixed maturity securities:
Corporate and other bonds	$	914	$	21	$	186	$	11	$	1,100	$	32
States, municipalities and political subdivisions		34								34
Asset-backed:
Residential mortgage-backed		249		1		30				279		1
Commercial mortgage-backed		381		3		20		2		401		5
Other asset-backed		449		3		33		1		482		4
Total asset-backed		1,079		7		83		3		1,162		10
U.S. Treasury and obligations of government-sponsored enterprises		62		2		2				64		2
Foreign government		59		1		1				60		1
Total fixed maturity securities	$	2,148	$	31	$	272	$	14	$	2,420	$	45

December 31, 2020

Fixed maturity securities:
Corporate and other bonds	$	609	$	21	$	12	$	1	$	621	$	22
States, municipalities and political subdivisions		33								33
Asset-backed:
Residential mortgage-backed		71		1		11				82		1
Commercial mortgage-backed		533		40		28		2		561		42
Other asset-backed		344		9		13				357		9
Total asset-backed		948		50		52		2		1,000		52
U.S. Treasury and obligations of government-sponsored enterprises		63		3						63		3
Foreign government		13								13
Total fixed maturity securities	$	1,666	$	74	$	64	$	3	$	1,730	$	77

Based on current facts and circumstances, the Company believes the unrealized losses presented in the ~~June 30, 2020~~March 31, 2021 securities in a gross unrealized loss position table above are not indicative of the ultimate collectability of the current amortized cost of the securities, but rather are attributable to changes in interest rates, credit spreads and other factors. ~~The Company has~~There is no current intent to sell securities with unrealized losses, nor is it more likely than not that itsale will be required ~~to sell~~ prior to recovery of amortized cost; accordingly, ~~the Company has~~it was determined that there are 0 additional impairment losses to be recorded ~~as of June~~at March ~~30,~~31, ~~2020.~~2021.

Contractual Maturity

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

	June 30, 2020				December 31, 2019				March 31, 2021				December 31, 2020
	Cost or Amortized Cost		Estimated Fair Value		Cost or Amortized Cost		Estimated Fair Value		Cost or Amortized Cost		Estimated Fair Value		Cost or Amortized Cost		Estimated Fair Value
(In millions)

Due in one year or less	$	1,472	$	1,469	$	1,334	$	1,356	$	1,468	$	1,473	$	1,456	$	1,458
Due after one year through five years		11,040		11,622		9,746		10,186		10,837		11,583		12,304		13,098
Due after five years through ten years		13,335		14,414		14,892		15,931		13,640		14,685		12,319		13,878
Due after ten years		12,540		15,265		12,134		14,714		13,312		15,804		12,847		16,170
Total	$	38,387	$	42,770	$	38,106	$	42,187	$	39,257	$	43,545	$	38,926	$	44,604

Index

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.

~~Index~~

Mortgage Loans

The allowance for expected credit losses on mortgage loans is developed by assessing the credit quality of pools of mortgage loans in good standing using debt service coverage ratios (“DSCR”) and loan-to-value (“LTV”) ratios. The DSCR compares a property’s net operating income to its debt service payments, including principal and interest. The LTV ratio compares the current unpaid principal balance of the loan to the estimated fair value of the underlying property collateralizing the loan. The pools developed to measure the credit loss allowance use increments of DSCR and LTV to draw distinctions between risk levels. Changes in the allowance for mortgage loans are presented as a component of Investment gains (losses) on the Consolidated Condensed Statements of Operations. Mortgage loans are included in Other invested assets on the Consolidated Condensed Balance Sheets.

The following table presents the amortized cost basis of mortgage loans for each credit quality indicator by year of ~~origination:~~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)															Mortgage Loans Amortized Cost Basis by Origination Year (a)
As of June 30, 2020	2020		2019		2018		2017		2016			Prior		Total
As of March 31, 2021																2021		2020		2019		2018		2017		Prior		Total
(In millions)

DSCR ≥1.6x
LTV less than 55%	$	60	$	33	$	19	$	100	$	41		$	129	$	382			$	75	$	32	$	36	$	114	$	187	$	444
LTV 55% to 65%				32		29		41		4					106				14		20		14		15		11		74
LTV greater than 65%				5											5	$	5				5						24		34
DSCR 1.2x - 1.6x
LTV less than 55%				32		10		13		16			125		196						16				5		77		98
LTV 55% to 65%				83		32		32							147				20		40		53		27				140
LTV greater than 65%		19		74							��				93		10		52		44				9		12		127
DSCR ≤1.2x
LTV less than 55%				2		11							9		22						50				8		10		68
LTV 55% to 65%				14		14									28						48								48
LTV greater than 65%				22				37		24					83						29						7		36
Total	$	79	$	297	$	115	$	223	$	85		$	263	$	1,062	$	15	$	161	$	284	$	103	$	178	$	328	$	1,069

(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.

~~There were loans with an amortized cost of $22 million that were less than 90 days past due as of June 30, 2020, NaN of which were~~ ~~placed on nonaccrual status.~~ ~~NaN~~ ~~interest income was written off for the six months ended June 30, 2020.~~

~~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 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.

	June 30, 2020						December 31, 2019							March 31, 2021							December 31, 2020
	Contractual/ Notional		Estimated Fair Value				Contractual/ Notional		Estimated Fair Value					Contractual/ Notional		Estimated Fair Value					Contractual/ Notional		Estimated Fair Value
	Amount		Asset	(Liability)			Amount		Asset		(Liability)			Amount		Asset		(Liability)			Amount		Asset		(Liability)
(In millions)																_			-

With hedge designation:

Interest rate swaps	$	675		$	(29	)	$	715			$	(8	)
Interest rate swaps (a)																					$	675			$	(26	)

Without hedge designation:

Equity Options – purchased								57	$	1
– written								100				(1	)
Equity markets:
Options – purchased														$	200	$	2	_				135	$	3
Interest rate swaps		80			(4	)									100			$	(2	)		100				(3	)
Embedded derivative on funds withheld liability		197			(12	)		182				(7	)		256				(2	)		190				(19	)

(a)	As of March 31, 2021, Interest rate swaps exclude amounts classified as held for sale. See Note 2 for further discussion.

Index

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 ~~privately placed debt~~private placement securities. As of ~~June 30, 2020,~~ March 31, 2021,commitments to purchase or fund were approximately ~~$1.2~~$1.4 billion and to sell were approximately ~~$50~~$100 million under the terms of these investments.

4. Fair Value

Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable:

●

Level 1 – Quoted prices for identical instruments in active markets.

●

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

●

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs are not observable.

Prices may fall within Level 1, 2 or 3 depending upon the methodology and inputs used to estimate fair value for each specific security. In general, ~~the Company seeks to price~~ securities are priced using third party pricing services. Securities not priced by pricing services are submitted to independent brokers for valuation and, if those are not available, internally developed pricing models are used to value assets using a methodology and inputs the Company believes market participants would use to value the assets. Prices obtained from third-party pricing services or brokers are not adjusted.

Control procedures are performed over information obtained from pricing services and brokers to ensure prices received represent a reasonable estimate of fair value and to confirm representations regarding whether inputs are observable or unobservable. Procedures may include: (i) the review of pricing service methodologies or broker pricing qualifications, (ii) back-testing, where past fair value estimates are compared to actual transactions executed in the market on similar dates, (iii) exception reporting, where period-over-period changes in price are reviewed and challenged with the pricing service or broker based on exception criteria and (iv) detailed analysis, where ~~the Company performs~~ an independent analysis of the inputs and assumptions used to price individual ~~securities.~~securities is performed.

~~Index~~

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.

June 30, 2020	Level 1			Level 2			Level 3		Total
March 31, 2021												Level 1			Level 2			Level 3		Total
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	519		$	22,710		$	555	$	23,784		$	152		$	23,410		$	767	$	24,329
States, municipalities and political subdivisions					11,127					11,127						11,556			44		11,600
Asset-backed					7,637			222		7,859						7,301			315		7,616
Fixed maturities available-for-sale		519			41,474			777		42,770			152			42,267			1,126		43,545
Fixed maturities trading					25			4		29						34			5		39
Total fixed maturities	$	519		$	41,499		$	781	$	42,799		$	152		$	42,301		$	1,131	$	43,584

Equity securities	$	642		$	636		$	27	$	1,305		$	824		$	711		$	45	$	1,580
Short term and other(a)		4,349			60					4,409			4,140			36					4,176
Payable to brokers(a)		(46	)		(33	)				(79	)		(71	)		(2	)				(73	)

December 31, 2019

Fixed maturity securities:
Corporate bonds and other	$	175		$	22,065		$	468	$	22,708
States, municipalities and political subdivisions					10,652					10,652
Asset-backed					8,662			165		8,827
Fixed maturities available-for-sale		175			41,379			633		42,187
Fixed maturities trading					49			4		53
Total fixed maturities	$	175		$	41,428		$	637	$	42,240

Equity securities	$	629		$	658		$	19	$	1,306
Short term and other		3,138			1,383					4,521
Receivables					2					2
Payable to brokers		(18	)		(10	)				(28	)

(a)	As of March 31, 2021, Short term and other and Payable to brokers exclude amounts classified as held for sale. See Note 2 for further discussion.

1714

Index

December 31, 2020	Level 1			Level 2			Level 3		Total
(In millions)
Fixed maturity securities:
Corporate bonds and other	$	355		$	24,082		$	770	$	25,207
States, municipalities and political subdivisions					11,546			46		11,592
Asset-backed					7,497			308		7,805
Fixed maturities available-for-sale		355			43,125			1,124		44,604
Fixed maturities trading					34			8		42
Total fixed maturities	$	355		$	43,159		$	1,132	$	44,646

Equity securities	$	796		$	722		$	43	$	1,561
Short term and other		4,538			39					4,577
Payable to brokers		(14	)		(29	)				(43	)

Index

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 six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

			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			Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and				Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)													Transfers		Transfers					Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities			Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities
2020	Balance, April 1		Included in Net Income (Loss)			Included in OCI		Purchases		Sales			Settlements			Transfers into Level 3		Transfers out of Level 3			Balance, June 30		Liabilities Held at June 30			Liabilities Held at June 30
2021																												Balance, January 1		Included in Net Income			Included in OCI			Purchases		Sales		Settlements			into Level 3		out of Level 3			Balance, March 31		Held at March 31			Held at March 31
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	496				$	59	$	4				$	(4	)						$	555				$	58	$	770	$	(13	)	$	(40	)	$	42			$	(2	)	$	10				$	767				$	(40	)
States, municipalities and political Subdivisions																													46					(2	)														44					(2	)
Asset-backed		197					18		35	$	(9	)		(5	)			$	(14	)		222					18		308		2			(9	)		30				(17	)		9	$	(8	)		315					(9	)
Fixed maturities available-for-sale		693	$	-			77		39		(9	)		(9	)	$	-		(14	)		777	$	-			76		1,124		(11	)		(51	)		72	$	0		(19	)		19		(8	)		1,126	$	0			(51	)
Fixed maturities trading		3		1																		4		1					8		(3	)																	5		(3	)
Total fixed maturities	$	696	$	1		$	77	$	39	$	(9	)	$	(9	)	$	-	$	(14	)	$	781	$	1		$	76	$	1,132	$	(14	)	$	(51	)	$	72	$	0	$	(19	)	$	19	$	(8	)	$	1,131	$	(3	)	$	(51	)

Equity securities	$	16	$	(4	)											$	15				$	27	$	(4	)			$	43	$	2																	$	45	$	2

1816

Index

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

Unrealized
Gains
(Losses)
Recognized in
Other
Comprehensive
Income (Loss)
on Level 3
Assets and

2019
Balance,
April 1

Included in
Net Income
(Loss)

Included in
OCI
Purchases Sales Settlements
Transfers
into
Level 3

Transfers
out of
Level 3

Balance,
June 30

Liabilities
Held at
June 30

Liabilities
Held at
June 30

(In millions)

Fixed maturity securities:
Corporate bonds and other $ 253 $ 12 $ 76 $ (2 ) $ (1 ) $ 338 $ 10
Asset-backed 184 4 (4 ) $ 40 (31 ) 193 5
Fixed maturities available-for-sale 437 $ - 16 76 $ - (6 ) 40 (32 ) 531 $ - 15
Fixed maturities trading 5 (1 ) 4 (1 )
Total fixed maturities $ 442 $ (1 ) $ 16 $ 76 $ - $ (6 ) $ 40 $ (32 ) $ 535 $ (1 ) $ 15

Equity securities $ 21 $ 2 $ 23

~~Index~~

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

Unrealized
Gains
(Losses)
Recognized in
Other
Comprehensive
Income (Loss)
on Level 3
Assets and

2020
Balance,
January 1

Included in
Net Income
(Loss)

Included in
OCI
Purchases Sales Settlements
Transfers
into
Level 3

Transfers
out of
Level 3

Balance,
June 30

Liabilities
Held at
June 30

Liabilities
Held at
June 30

(In millions)

Fixed maturity securities:
Corporate bonds and other $ 468 $ 22 $ 71 $ (6 ) $ 555 $ 24
Asset-backed 165 10 80 $ (9 ) (9 ) $ (15 ) 222 10
Fixed maturities available-for-sale 633 $ - 32 151 (9 ) (15 ) $ - (15 ) 777 $ - 34
Fixed maturities trading 4 4
Total fixed maturities $ 637 $ - $ 32 $ 151 $ (9 ) $ (15 ) $ - $ (15 ) $ 781 $ - $ 34

Equity securities $ 19 $ (7 ) $ 15 $ 27 $ (7 )

~~Index~~

			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			Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and				Net Realized Investment Gains (Losses) and Net Change in Unrealized Investment Gains (Losses)													Transfers		Transfers					Unrealized Gains (Losses) Recognized in Net Income (Loss) on Level 3 Assets and Liabilities			Unrealized Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Level 3 Assets and Liabilities
2019	Balance, January 1		Included in Net Income (Loss)			Included in OCI		Purchases		Sales		Settlements			Transfers into Level 3		Transfers out of Level 3			Balance, June 30		Liabilities Held at June 30			Liabilities Held at June 30
2020																											Balance, January 1		Included in Net Income			Included in OCI			Purchases		Sales		Settlements			into Level 3		out of Level 3			Balance, March 31		Held at March 31			Held at March 31
(In millions)


Fixed maturity securities:
Corporate bonds and other	$	222				$	20	$	132			$	(4	)			$	(32	)	$	338				$	17	$	468				$	(37	)	$	67			$	(2	)						$	496				$	(35	)
Asset-backed		197					7		20				(8	)	$	45		(68	)		193					8		165					(9	)		45				(3	)			$	(1	)		197					(9	)
Fixed maturities available-for-sale		419	$	-			27		152	$	-		(12	)		45		(100	)		531	$	-			25		633	$	0			(46	)		112	$	0		(5	)	$	0		(1	)		693	$	0			(44	)
Fixed maturities trading		6		(2	)																4		(2	)				4		(1	)																	3		(1	)
Total fixed maturities	$	425	$	(2	)	$	27	$	152	$	-	$	(12	)	$	45	$	(100	)	$	535	$	(2	)	$	25	$	637	$	(1	)	$	(46	)	$	112	$	0	$	(5	)	$	0	$	(1	)	$	696	$	(1	)	$	(44	)

Equity securities	$	19	$	2				$	2											$	23	$	3				$	19	$	(3	)																$	16	$	(3	)

Net investment gains and losses are reported in Net income (loss) 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

2117

Index

Securities may be transferred in or out of levels within the fair value hierarchy based on the availability of observable market information and quoted prices used to determine the fair value of the security. The availability of observable market information and quoted prices varies based on market conditions and trading volume.

Valuation Methodologies and Inputs

The following section describes the valuation methodologies and relevant inputs used to measure different financial instruments at fair value, including an indication of the level in the fair value hierarchy in which the instruments are generally classified.

Fixed Maturity Securities

Level 1 securities include highly liquid government securities and exchange traded bonds valued using quoted market prices. Level 2 securities include most other fixed maturity securities as the significant inputs are observable in the marketplace. All classes of Level 2 fixed maturity securities are valued using a methodology based on information generated by market transactions involving identical or comparable assets, a discounted cash flow methodology or a combination of both when necessary. Common inputs for all classes of fixed maturity securities include prices from recently executed transactions of similar securities, marketplace quotes, benchmark yields, spreads off benchmark yields, interest rates and U.S. Treasury or swap curves. Specifically for asset-backed securities, key inputs include prepayment and default projections based on past performance of the underlying collateral and current market data. Fixed maturity securities are primarily assigned to Level 3 in cases where broker/dealer quotes are significant inputs to the valuation, and there is a lack of transparency as to whether these quotes are based on information that is observable in the marketplace. Level 3 securities also include private placement debt securities whose fair value is determined using internal models with some inputs that are not market observable.

Equity Securities

Level 1 securities include publicly traded securities valued using quoted market prices. Level 2 securities are primarily valued using pricing for similar securities, recently executed transactions and other pricing models utilizing market observable inputs. Level 3 securities are primarily priced using broker/dealer quotes and internal models with some inputs that are not market observable.

Derivative Financial Instruments

Equity options are valued using quoted market prices and are classified within Level 1 of the fair value hierarchy. Over-the-counter derivatives, principally interest rate swaps, currency forwards, total return swaps, commodity swaps, equity warrants and options, are valued using inputs including broker/dealer quotes and are classified within Level 2 or Level 3 of the valuation hierarchy, depending on the amount of transparency as to whether these quotes are based on information that is observable in the marketplace.

Short Term and Other Invested Assets

Securities that are actively traded or have quoted prices are classified as Level 1. These securities include money market funds, treasury bills and exchange traded open-end funds valued using quoted market prices. Level 2 primarily includes commercial paper, for which all inputs are market observable. Fixed maturity securities purchased within one year of maturity are classified consistent with fixed maturity securities discussed above. Short term investments as presented in the tables above differ from the amounts presented in the Consolidated Condensed Balance Sheets because certain short term investments, such as time deposits, are not measured at fair value.

2218

Index

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.

June 30, 2020

Estimated

Fair Value

Valuation

Techniques

Unobservable

Inputs

Range

(Weighted

Average)

March 31, 2021

Estimated

Fair Value

Valuation

Techniques

Unobservable

Inputs

Range

(Weighted

Average)

(In millions)

Fixed maturity securities

693

Discounted cash flow

Credit spread

1% – 9% (3%)

936

Discounted cash flow

Credit spread

1% – 8% (2%)

December 31, 2019

December 31, 2020

Fixed maturity securities

525

Discounted cash flow

Credit spread

1% – 6% (2%)

966

Discounted cash flow

Credit spread

1% – 8% (3%)

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 Estimated Fair Value
June 30, 2020 Amount Level 1 Level 2 Level 3 Total
(In millions)

Assets:
Other invested assets, primarily mortgage loans $ 1,042 $ 1,104 $ 1,104

Liabilities:
Short term debt 45 $ 8 37 45
Long term debt 9,947 10,038 738 10,776

December 31, 2019

Assets:
Other invested assets, primarily mortgage loans $ 994 $ 1,025 $ 1,025

Liabilities:
Short term debt 75 $ 9 66 75
Long term debt 11,443 10,884 626 11,510

	Carrying		Estimated Fair Value
March 31, 2021	Amount		Level 1		Level 2		Level 3		Total
(In millions)				-

Assets:
Other invested assets, primarily mortgage loans	$	1,043					$	1,107	$	1,107

Liabilities:
Short term debt (a)		140						144		144
Long term debt (a)		8,990			$	9,204		622		9,826

December 31, 2020

Assets:
Other invested assets, primarily mortgage loans	$	1,068					$	1,151	$	1,151

Liabilities:
Short term debt		35			$	19		17		36
Long term debt		10,042				10,482		765		11,247

~~Index~~

(a)	As of March 31, 2021, Short and Long term debt exclude amounts classified as held for sale. See Note 2 for further discussion.

5. ~~Property, Plant and Equipment~~

~~Asset Impairments~~

During the first quarter of 2020, the offshore drilling business climate experienced a significant adverse change, primarily as a result of the market impacts of the oil price war between Saudi Arabia and Russia and regulatory, market and commercial challenges arising as a result of the COVID-19 pandemic and efforts to mitigate the spread of the virus, both of which resulted in a dramatic decline in oil prices. During the first quarter of 2020,5 ~~drilling rigs that had indicators of impairment were evaluated. Based on the assumptions and analysis at that time, it was determined that the carrying values of~~ 4 of these rigs were impaired. The fair values of these rigs were estimated using an income approach, whereby the fair value of each rig was estimated based on a calculation of the rig’s future net cash flows. These calculations utilized significant unobservable inputs, including management’s assumptions related to estimated dayrate revenue, rig utilization, estimated capital expenditures, repair and regulatory survey costs, as well as estimated proceeds that may be received on ultimate disposition of each rig. These fair value estimates were representative of Level 3 ~~fair value measurements due to the significant level of estimation involved and the lack of transparency as to the inputs used. An aggregate asset impairment charge of~~ ~~$774 million~~ (~~$408 million~~ ~~after tax and noncontrolling interests) was recorded for the six months ended June~~ ~~30,2020~~ ~~and is reported within Operating expenses and other on the Consolidated Condensed Statements of Operations.~~

6. Claim and Claim Adjustment Expense 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

Index

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. The Company reported catastrophe losses, net of reinsurance, of ~~$301~~$125 million and ~~$38~~$75 million for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and $376 million and $96 million for the six months ended June 30, 2020 and 2019.~~2020. Net catastrophe losses for the three months ended ~~June 30, 2020 included $182 million related to the COVID-19 pandemic, $61 million related to civil unrest~~March 31, 2021 were primarily driven by Winter Storms Uri and ~~$58 million related primarily to severe weather-related events.~~Viola. Net catastrophe losses for the ~~six~~three months ended ~~June 30,~~March 31, 2020 included ~~$195~~$13 million related to the ~~COVID-19~~coronavirus (“COVID-19”) pandemic, ~~$61 million related to civil unrest and $120~~with the remaining $62 million related primarily to ~~severe weather-related~~U.S. weather related events. ~~Net catastrophe losses in 2019 related primarily to U.S. weather-related events.~~

~~Index~~

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 ~~Other Insurance Operations.~~other insurance operations.

Six Months Ended June 30	2020			2019
Three Months Ended March 31							2021			2020
(In millions)

Reserves, beginning of year:
Gross	$	21,720		$	21,984		$	22,706		$	21,720
Ceded		3,835			4,019			4,005			3,835
Net reserves, beginning of year		17,885			17,965			18,701			17,885

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		2,899			2,615			1,474			1,355
Increase (decrease) in provision for insured events of prior years		19			(36	)		(54	)		(8	)
Amortization of discount		98			98			50			51
Total net incurred (a)		3,016			2,677			1,470			1,398

Net payments attributable to:
Current year events		(256	)		(315	)		(85	)		(72	)
Prior year events		(2,342	)		(2,519	)		(1,067	)		(1,218	)
Total net payments		(2,598	)		(2,834	)		(1,152	)		(1,290	)

Foreign currency translation adjustment and other		(35	)		55			(32	)		(88	)

Net reserves, end of period		18,268			17,863			18,355			17,905
Ceded reserves, end of period		4,002			3,866			4,701			3,967
Gross reserves, end of period	$	22,270		$	21,729		$	23,056		$	21,872

(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.~~above.

Index

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.

~~Unfavorable~~Favorable net prior year development of ~~$22 million and favorable net prior year development of $31~~$15 million was recorded for commercial property and casualty operations (“Property & Casualty Operations”) for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and unfavorable net prior year development of $7 million and favorable net prior year development of $45 million was recorded for the six months ended June 30, 2020 and 2019.~~2020.

The following table and discussion present details of the net prior year claim and claim adjustment expense reserve development in Property & Casualty Operations:

Three Months Ended
June 30,

Six Months Ended
June 30,

2020 2019 2020 2019
(In millions)

Medical professional liability $ 15 $ 10 $ 30
Other professional liability and management liability $ (9 ) (7 ) (6 ) (19 )
Surety (15 ) (30 ) (40 )
Commercial auto 15 (3 ) 24 (8 )
General liability 50 13 50 (7 )
Workers’ compensation (61 ) (7 ) (74 ) (5 )
Property and other 27 (27 ) 33 4
Total pretax (favorable) unfavorable development $ 22 $ (31 ) $ 7 $ (45 )

~~Index~~

Three Months Ended March 31	2021			2020
(In millions)

Medical professional liability	$	8		$	10
Other professional liability and management liability					3
Surety		(15	)		(30	)
Commercial auto					9
Workers’ compensation					(13	)
Property and other		(8	)		6
Total pretax (favorable) unfavorable development	$	(15	)	$	(15	)

~~Three Months~~

~~2020~~

~~Unfavorable development in commercial auto was due to unfavorable claim severity in CNA’s middle market and construction business in accident years 2017 through 2019.~~

Unfavorable development in general liability was driven by higher than expected emergence in mass tort exposures, primarily due to New York reviver statute-related claims from accident years prior to 2010.2021

Favorable development in ~~workers’ compensation~~surety was primarily due to ~~favorable medical trends driving~~ lower than expected ~~severity~~frequency and lack of systemic activity in ~~multiple~~recent accident years.

2020

~~Unfavorable development in property and other was primarily due to higher than expected large loss activity in accident year 2019 in CNA’s middle market, national accounts and marine business units.~~

~~2019~~

Unfavorable development in medical professional liability was primarily due to unfavorable outcomes on ~~individual~~specific claims ~~and higher than expected severity emergence~~ in ~~accident year 2017 in CNA’s dentists business.~~

~~Favorable development in surety was due to lower than expected frequency for~~ accident years 2015 and ~~2016.~~2016 in the aging services business.

~~Unfavorable development in general liability was primarily due to higher than expected large loss experience in CNA’s excess and umbrella business in accident year 2017.~~

~~Favorable development in other was primarily due to continued lower than expected claim severity in property from catastrophes in accident year 2017.~~

~~Six Months~~

~~2020~~

Favorable development in surety was primarily due to lower than expected frequency for accident years 2017 and prior.

~~Unfavorable development in commercial auto was due to unfavorable claim severity in CNA’s middle market and construction business in accident years 2017 through 2019.~~

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 primarily due to higher than expected large loss activity in~~

~~accident year 2019 in CNA’s middle market, national accounts and marine business units.~~

~~2019~~

Unfavorable development in medical professional liability was primarily due to higher than expected severity in accident year 2013 in CNA’s allied healthcare business, unfavorable outcomes on individual claims and higher than expected severity emergence in accident year 2017 in CNA’s dentists business.

Favorable development in other professional liability and management liability was primarily due to lower than expected claim frequency and favorable outcomes on individual claims in accident years 2017 and prior related to financial institutions.

~~Favorable development in surety was due to lower than expected frequency for~~ accident years 2016 ~~and prior.~~through 2018.

~~Index~~

Asbestos ~~and~~& 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 the legacy A&EP liabilities were ceded to NICO through a loss portfolio transfer (“~~loss portfolio transfer” or “LPT”~~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.

Index

The impact of the LPT on the Consolidated Condensed Statements of Operations was the recognition of a retroactive reinsurance benefit of $2010 million ~~million~~ and $14 million ~~million~~ for the three months ended ~~June 30, 2020~~March 31,2021 and ~~2019 and $~~342020. ~~million and $~~36 ~~million for the six months ended June 30, 2020 and 2019.~~ As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the cumulative amounts ceded under the LPT were $~~3.2~~3.3 billion. The unrecognized deferred retroactive reinsurance benefit was $~~358~~388 million and $~~392~~398 million as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 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 ~~$3.3~~$4.6 billion and ~~$3.7~~$4.2 billion as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. 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 Company’s A&EP claims.

Excess Workers’ Compensation LPT

On February 5, 2021, CNA completed a transaction with Cavello Bay Reinsurance Limited (“Cavello”), a subsidiary of Enstar Group Limited, under which certain legacy excess workers’ compensation (“EWC”) liabilities were ceded to Cavello. Under the terms of the transaction, based on reserves in place as of January 1, 2020, approximately $690 million of net EWC claim and allocated claim adjustment expense reserves were ceded to Cavello under a loss portfolio transfer (“EWC LPT”) with an aggregate limit of $1.0 billion. Cavello was paid a reinsurance premium of $697 million, less claims paid between January 1, 2020 and the closing date of the agreement of $64 million. After transaction costs, a loss of approximately $11 million (after tax and noncontrolling interest) was recognized in the Other Insurance Operations business for the three months ended March 31, 2021 related to the EWC LPT.

Cavello established a collateral trust account as security for its obligations, which will be maintained at 105% of outstanding reserves. As of March 31, 2021, the remaining amount available under the $1.0 billion aggregate limit of the EWC LPT was $310 million on an incurred basis.

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.

6. Debt

~~In May~~On February 3, 2021, Altium Packaging entered into a $1.05 billion seven-year secured term loan. The term loan is a variable rate facility which bears interest at a floating rate equal to the London Interbank Offered Rate (“LIBOR”) plus an applicable margin of ~~2020, Loews Corporation completed~~2.75%, subject to a ~~public offering~~0.5% LIBOR floor. The proceeds were used to pay the outstanding principal balances of its variable rate term loans and lending facility and a dividend of $~~500~~200 million ~~aggregate principal amount of~~ ~~3.2%~~ ~~senior notes due~~ ~~May 15, 2030~~. ~~The proceeds of this offering are available for general corporate purposes.~~

2722

Index

8.7. Shareholders’ Equity

Accumulated other comprehensive income (loss)

The tables below present the changes in AOCI by component for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 and ~~2020:~~2021:

Net Unrealized
Gains (Losses)
on Investments
with OTTI
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, April 1, 2019 (a) $ 18 $ 527 $ (1 ) $ (786 ) $ (148 ) $ (390 )
Other comprehensive income (loss) before reclassifications, after tax of $(1), $(114), $2, $0 and $0 (1 ) 434 (6 ) 3 430
Reclassification of losses from accumulated other comprehensive income, after tax of $0, $0, $0, $(3) and $0 1 2 7 10
Other comprehensive income (loss) - 436 (6 ) 7 3 440
Amounts attributable to noncontrolling interests (46 ) (1 ) (47 )
Balance, June 30, 2019 $ 18 $ 917 $ (7 ) $ (780 ) $ (145 ) $ 3

	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, 2020	$	0		$	918		$	(6	)	$	(855	)	$	(125	)	$	(68	)
Other comprehensive income (loss) before reclassifications, after tax of $13, $287, $6, $0 and $0		(48	)		(1,066	)		(19	)		1			(84	)		(1,216	)
Reclassification of losses from accumulated other comprehensive income, after tax of $(10), $(6), $0, $(3) and $0		37			22						13						72
Other comprehensive income (loss)		(11	)		(1,044	)		(19	)		14			(84	)		(1,144	)
Amounts attributable to noncontrolling interests		1			111						(1	)		8			119
Balance, March 31, 2020	$	(10	)	$	(15	)	$	(25	)	$	(842	)	$	(201	)	$	(1,093	)

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, April 1, 2020 $ (10 ) $ (15 ) $ (25 ) $ (842 ) $ (201 ) $ (1,093 )
Other comprehensive income (loss) before reclassifications, after tax of $0, $(321), $2, $0 and $0 (2 ) 1,209 (1 ) (2 ) 29 1,233
Reclassification of (income) losses from accumulated other comprehensive income, after tax of $(1), $4, $(1), $(2) and $0
4 (18 ) 1 8 (5 )
Other comprehensive income 2 1,191 - 6 29 1,228
Amounts attributable to noncontrolling interests (126 ) (1 ) (3 ) (130 )
Balance, June 30, 2020 $ (8 ) $ 1,050 $ (25 ) $ (837 ) $ (175 ) $ 5

~~Index~~

Net Unrealized
Gains (Losses)
on Investments
with OTTI
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, 2019 (a) $ 14 $ 57 $ 5 $ (793 ) $ (163 ) $ (880 )
Other comprehensive income (loss) before reclassifications, after tax of $(2), $(254), $4, $0 and $0 3 955 (12 ) (1 ) 20 965
Reclassification of losses from accumulated other comprehensive income, after tax of $0, $(1), $0, $(5) and $0
1 7 16 24
Other comprehensive income (loss) 4 962 (12 ) 15 20 989
Amounts attributable to noncontrolling interests (102 ) (2 ) (2 ) (106 )
Balance, June 30, 2019 $ 18 $ 917 $ (7 ) $ (780 ) $ (145 ) $ 3

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, 2020 (a) $ - $ 918 $ (6 ) $ (855 ) $ (125 ) $ (68 )
Other comprehensive income (loss) before reclassifications, after tax of $13, $(34), $8, $0 and $0 (50 ) 143 (20 ) (1 ) (55 ) 17
Reclassification of losses from accumulated other comprehensive income, after tax of $(11), $(2), $(1), $(5) and $0 41 4 1 21 67
Other comprehensive income (loss) (9 ) 147 (19 ) 20 (55 ) 84
Amounts attributable to noncontrolling interests 1 (15 ) (2 ) 5 (11 )
Balance, June 30, 2020 $ (8 ) $ 1,050 $ (25 ) $ (837 ) $ (175 ) $ 5

~~(a)~~

On January 1, 2020, the Company adopted ASU 2016-13; see Note 1. The Net Unrealized Gains (Losses) on Investments with OTTI Losses column that tracked the change in unrealized gains (losses) on investments with OTTI losses has been replaced with the Net Unrealized Gains (Losses) on Investments with an Allowance for Credit Losses column. The balance as of January 1, 2020 in the Net Unrealized Gains (Losses) on Investments with OTTI Losses column is now reported in the Net Unrealized Gains (Losses) on Other Investments column. Prior period amounts were not adjusted for the adoption of this standard.

Balance, January 1, 2021	$	0		$	1,563		$	(23	)	$	(877	)	$	(82	)	$	581
Other comprehensive income (loss) before reclassifications, after tax of $1, $154, $(2), $0 and $0		(3	)		(593	)		3						3			(590	)
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $(1), $8, $(1), $(2) and $0		3			(34	)		1			9						(21	)
Other comprehensive income (loss)		0			(627	)		4			9			3			(611	)
Amounts attributable to noncontrolling interests					66						(1	)		(1	)		64
Balance, March 31, 2021	$	0		$	1,002		$	(19	)	$	(869	)	$	(80	)	$	34

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, Net unrealized gains (losses) on investments with OTTI 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

2923

Index

Treasury Stock

Loews Corporation repurchased ~~10.7~~5.6 million and ~~9.8~~9.7 million shares of its common stock at an aggregate cost of $~~478~~274 million and $~~473~~445 million during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019~~2020.

9.8. 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~~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 ~~14:~~12:

	Three Months Ended June 30,				Six Months Ended June 30
	2020		2019		2020		2019
Three Months Ended March 31									2021		2020
(In millions)

Non-insurance warranty – CNA Financial	$	308	$	285	$	609	$	566
Non-insurance warranty - CNA Financial									$	338	$	301

Transportation and storage of natural gas and NGLs and other services – Boardwalk Pipelines		286		321		618		660
Lodging and related services – Loews Hotels & Co		16		185		158		365
Transportation and storage of natural gas and NGLs and other services - Boardwalk Pipelines										361		332
Lodging and related services - Loews Hotels & Co										56		142
Rigid plastic packaging and recycled resin – Corporate		244		223		500		437		280		256
Contract drilling – Diamond Offshore (a)		71		216		300		450
Contract drilling – Diamond Offshore												229
Total revenues from contracts with customers		617		945		1,576		1,912		697		959
Other revenues		33		16		56		34		18		23
Operating revenues and other	$	650	$	961	$	1,632	$	1,946	$	715	$	982

~~(a)~~

~~Revenues presented for Diamond Offshore reflect the periods prior to the deconsolidation. See Notes 2 and 14 for further discussion.~~

Receivables from contracts with customers – As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, receivables from contracts with customers were approximately ~~$237~~$251 million and ~~$458~~$246 million and are included within Receivables on the Consolidated Condensed Balance Sheets.

Deferred revenue – As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, deferred revenue resulting from contracts with customers was approximately ~~$3.9~~$4.2 billion and $4.1 billion and is reported as Deferred non-insurance warranty revenue and within Other liabilities on the Consolidated Condensed Balance Sheets. Approximately ~~$574~~$316 million and ~~$533~~$297 million of revenues recognized during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were included in deferred revenue as of December 31, ~~2019~~2020 and ~~2018.~~2019.

Performance obligations – As of ~~June 30, 2020,~~March 31, 2021, approximately $~~13.0~~$13.3 billion of estimated operating revenues is expected to be recognized in the future related to outstanding performance obligations. The balance relates primarily to transportation and storage of natural gas and natural gas liquids and hydrocarbons (“NGLs”) services and non-insurance warranty revenue. Approximately $~~1.2~~$1.9 billion will be recognized during the remaining ~~six~~nine months of ~~2020, $2.1~~2021, $2.1 billion in 2022~~2021~~ and the remainder in following years. The actual timing of recognition may vary due to factors outside of the Company’s control.

~~10. Expected Credit Losses~~ – ~~Reinsurance and Insurance Receivables~~

As of June 30, 2020, an allowance for doubtful accounts of $24 million for reinsurance receivables has been established which relates to both amounts already billed on ceded paid losses as well as ceded reserves that will be billed when losses are paid in the future. For assessing expected credit losses, reinsurance receivables are separated into two pools; voluntary reinsurance receivables and involuntary reinsurance exposures to mandatory pools. An allowance for involuntary pools has not been recorded as there is no perceived credit risk. The principal credit quality indicator used in the valuation of the allowance on voluntary reinsurance receivables is the financial strength rating of the reinsurer sourced from major rating agencies. If the reinsurer is unrated, an internal financial strength rating is assigned based on historical loss experience and assessment of the reinsurance counterparty risk profile, which generally corresponds with a B rating. Changes in the allowance are presented as a component of Insurance claims and policyholders’ benefits on the Consolidated Condensed Statements of Operations.

~~Index~~

~~The following table summarizes the outstanding amount of voluntary reinsurance receivables, gross of any collateral arrangements, by financial strength rating:~~

As of June 30, 2020
(In millions)

A- to A++ $ 2,717
B- to B++ 926
Insolvent 4
Total voluntary reinsurance outstanding balance (a) $ 3,647

~~(a)~~

Expected credit losses for legacy A&EP receivables are ceded to NICO and the reinsurance limit on the LPT has not been exhausted, therefore no allowance is recorded for these receivables and they are excluded from the table above. See Note 6 for more information on the LPT. Also excluded are receivables from involuntary pools.

~~Voluntary reinsurance receivables within the B- to B++ rating distribution are primarily due from captive reinsurers and backed by collateral arrangements.~~

As of June 30, 2020, an allowance for doubtful accounts of $33 million for insurance receivables has been established using a loss rate methodology to determine expected credit losses for premium receivables. This methodology uses historical annual credit losses relative to gross premium written to develop a range of credit loss rates for each dollar of gross written premium underwritten. The expected credit loss for loss sensitive business in good standing is calculated on a pool basis, using historical default rate data obtained from major rating agencies. Changes in the allowance are presented as a component of Operating expenses and other on the Consolidated Condensed Statements of Operations.

~~11.~~9. Benefit Plans

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

The following table presents the components of net periodic ~~(benefit) cost~~benefit for ~~the~~these plans:

Pension Benefits

Three Months Ended
June 30,

Six Months Ended
June 30,

2020 2019 2020 2019
(In millions)

Service cost $ 1 $ 1 $ 2 $ 3
Interest cost 23 30 46 59
Expected return on plan assets (44 ) (40 ) (87 ) (80 )
Amortization of unrecognized net loss 12 12 23 23
Amortization of unrecognized prior service cost 1 1
Settlement charge 3 2 7 2
Net periodic (benefit) cost $ (4 ) $ 5 $ (8 ) $ 7

	Other Postretirement Benefits												Pension Benefits						Other Postretirement Benefits
	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Three Months Ended March 31													2021			2020			2021			2020
(In millions)

Service cost													$	1		$	1
Interest cost	$	1					$	1		$	1			18			23
Expected return on plan assets		(1	)	$	(1	)		(2	)		(2	)		(43	)		(43	)	$	(1	)	$	(1	)
Amortization of unrecognized net loss														12			11
Settlement charge																	4
Net periodic benefit	$	-		$	(1	)	$	(1	)	$	(1	)	$	(12	)	$	(4	)	$	(1	)	$	(1	)

3124

Index

~~12.~~10. Legal Proceedings

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 “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 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.

On September 28, 2018, the Court denied approval of the Proposed Settlement. On February 11, 2019, a substitute verified class action complaint was filed in this proceeding. The Defendants filed a motion to dismiss, which was heard by the Court in July of 2019. In October of 2019, the Court ruled on the motion and granted a partial dismissal, with certain aspects of the case proceeding to trial. ~~The case has been set~~A trial was held the week of February 22, 2021 and post-trial oral arguments are scheduled for ~~trial in early 2021.~~July 14, 2021.

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 ~~such~~ litigation, management does not believe that the outcome of any ~~such~~ pending litigation, including the Boardwalk Pipelines matter described above, will materially affect the Company’s results of operations or equity.

~~13.~~11. 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 ~~June 30, 2020,~~March 31, 2021, the potential amount of future payments CNA could be required to pay under these guarantees was approximately ~~$1.7~~$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.

~~14.~~12. Segments

Loews Corporationhas 54 reportable segments comprised of 3 individual consolidated operating subsidiaries, CNA, Boardwalk Pipelines and Loews Hotels & Co; and the Corporate ~~segment and~~segment. In the first quarter of 2020 Diamond ~~Offshore.~~Offshore was a reportable segment. The Corporate segment is primarily comprised of Loews Corporation excluding its subsidiaries and the operations of Altium Packaging. Diamond Offshore was deconsolidated during the second quarter of 2020. ~~See Note 2 for further information on the deconsolidation of Diamond Offshore.~~ Each of the operating subsidiaries and Diamond Offshore are 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~~Corporation’s segments, see Note 20 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The following tables present the reportable segments and their contribution to the Consolidated Condensed ~~Financial Statements.~~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.

3225

Index

~~Total assets by segment are presented in the following tables.~~

June 30, 2020
CNA
Financial

Boardwalk
Pipelines

Loews
Hotels & Co
Corporate
Diamond
Offshore
Total
(In millions)

Total assets $ 62,055 $ 9,321 $ 1,697 $ 5,366 $ - $ 78,439

December 31, 2019

Total assets $ 60,583 $ 9,248 $ 1,728 $ 4,850 $ 5,834 $ 82,243

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

Three Months Ended June 30, 2020
CNA
Financial

Boardwalk
Pipelines

Loews
Hotels & Co
Corporate
Diamond
Offshore (a)
Total
(In millions)

Revenues:

Insurance premiums $ 1,850 $ 1,850
Net investment income 534 $ 110 644
Investment gains (losses) 69 (1,211 ) (1,142 )
Non-insurance warranty revenue 308 308
Operating revenues and other 5 $ 296 $ 34 244 $ 71 650
Total 2,766 296 34 (857 ) 71 2,310

Expenses:

Insurance claims and policyholders’ benefits 1,642 1,642
Amortization of deferred acquisition costs 342 342
Non-insurance warranty expense 285 285
Operating expenses and other 283 210 123 260 116 992
Interest 31 41 8 32 11 123
Total 2,583 251 131 292 127 3,384
Income (loss) before income tax 183 45 (97 ) (1,149 ) (56 ) (1,074 )
Income tax (expense) benefit (32 ) (11 ) 25 241 5 228
Net income (loss) 151 34 (72 ) (908 ) (51 ) (846 )
Amounts attributable to noncontrolling interests (16 ) 27 11
Net income (loss) attributable to Loews Corporation $ 135 $ 34 $ (72 ) $ (908 ) $ (24 ) $ (835 )

~~(a)~~

~~Amounts presented for Diamond Offshore reflect the periods prior to the deconsolidation.~~

Three Months Ended March 31, 2021	CNA Financial			Boardwalk Pipelines			Loews Hotels & Co			Corporate			Total
(In millions)

Revenues:

Insurance premiums	$	1,962											$	1,962
Net investment income		504								$	46			550
Investment gains		57												57
Non-insurance warranty revenue		338												338
Operating revenues and other		5		$	372		$	57			281			715
Total		2,866			372			57			327			3,622

Expenses:

Insurance claims and policyholders’ benefits		1,506												1,506
Amortization of deferred acquisition costs		359												359
Non-insurance warranty expense		311												311
Operating expenses and other		285			217			104			308			914
Interest		28			41			8			48			125
Total		2,489			258			112			356			3,215
Income (loss) before income tax		377			114			(55	)		(29	)		407
Income tax (expense) benefit		(66	)		(29	)		12			(31	)		(114	)
Net income (loss)		311			85			(43	)		(60	)		293
Amounts attributable to noncontrolling interests		(32	)											(32	)
Net income (loss) attributable to Loews Corporation	$	279		$	85		$	(43	)	$	(60	)	$	261

3326

Index

Three Months Ended June 30, 2019	CNA Financial			Boardwalk Pipelines			Loews Hotels & Co			Corporate			Diamond Offshore (a)			Total
Three Months Ended March 31, 2020																			CNA Financial			Boardwalk Pipelines			Loews Hotels & Co			Corporate			Diamond Offshore			Total
(In millions)

Revenues:

Insurance premiums	$	1,824														$	1,824		$	1,869														$	1,869
Net investment income		515					$	1		$	33		$	2			551
Investment gains		2															2
Net investment income (loss)																				329								$	(166	)					163
Investment losses																				(216	)														(216	)
Non-insurance warranty revenue		285															285			301															301
Operating revenues and other		4		$	327			185			223			222			961			8		$	341		$	142			257		$	234			982
Total		2,630			327			186			256			224			3,623			2,291			341			142			91			234			3,099

Expenses:

Insurance claims and policyholders’ benefits		1,352															1,352			1,425															1,425
Amortization of deferred acquisition costs		338															338			344															344
Non-insurance warranty expense		263															263			281															281
Operating expenses and other		279			209			163			245			335			1,231			300			211			167			268			1,080			2,026
Interest		55			46			5			27			31			164			31			42			8			31			32			144
Total		2,287			255			168			272			366			3,348			2,381			253			175			299			1,112			4,220
Income (loss) before income tax		343			72			18			(16	)		(142	)		275			(90	)		88			(33	)		(208	)		(878	)		(1,121	)
Income tax (expense) benefit		(64	)		(19	)		(6	)		3			36			(50	)		28			(23	)		8			43			21			77
Net income (loss)		279			53			12			(13	)		(106	)		225			(62	)		65			(25	)		(165	)		(857	)		(1,044	)
Amounts attributable to noncontrolling interests		(30	)											54			24			7												405			412
Net income (loss) attributable to Loews Corporation	$	249		$	53		$	12		$	(13	)	$	(52	)	$	249		$	(55	)	$	65		$	(25	)	$	(165	)	$	(452	)	$	(632	)

3427

Index

Six Months Ended June 30, 2020
CNA
Financial

Boardwalk
Pipelines

Loews
Hotels & Co
Corporate
Diamond
Offshore (a)
Total
(In millions)

Revenues:

Insurance premiums $ 3,719 $ 3,719
Net investment income (loss) 863 $ (56 ) 807
Investment losses (147 ) (1,211 ) (1,358 )
Non-insurance warranty revenue 609 609
Operating revenues and other 13 $ 637 $ 176 501 $ 305 1,632
Total 5,057 637 176 (766 ) 305 5,409

Expenses:

Insurance claims and policyholders’ benefits 3,067 3,067
Amortization of deferred acquisition costs 686 686
Non-insurance warranty expense 566 566
Operating expenses and other 583 421 290 528 1,196 3,018
Interest 62 83 16 63 43 267
Total 4,964 504 306 591 1,239 7,604
Income (loss) before income tax 93 133 (130 ) (1,357 ) (934 ) (2,195 )
Income tax (expense) benefit (4 ) (34 ) 33 284 26 305
Net income (loss) 89 99 (97 ) (1,073 ) (908 ) (1,890 )
Amounts attributable to noncontrolling interests (9 ) 432 423
Net income (loss) attributable to Loews Corporation $ 80 $ 99 $ (97 ) $ (1,073 ) $ (476 ) $ (1,467 )

~~Index~~

Six Months Ended June 30, 2019
CNA
Financial

Boardwalk
Pipelines

Loews
Hotels & Co
Corporate
Diamond
Offshore (a)
Total
(In millions)

Revenues:

Insurance premiums $ 3,627 $ 3,627
Net investment income 1,086 $ 1 $ 117 $ 4 1,208
Investment gains 33 33
Non-insurance warranty revenue 566 566
Operating revenues and other 13 $ 673 365 439 456 1,946
Total 5,325 673 366 556 460 7,380

Expenses:

Insurance claims and policyholders’ benefits 2,709 2,709
Amortization of deferred acquisition costs 680 680
Non-insurance warranty expense 523 523
Operating expenses and other 563 404 319 476 618 2,380
Interest 89 91 10 54 61 305
Total 4,564 495 329 530 679 6,597
Income (loss) before income tax 761 178 37 26 (219 ) 783
Income tax (expense) benefit (141 ) (46 ) (12 ) (5 ) 42 (162 )
Net income (loss) 620 132 25 21 (177 ) 621
Amounts attributable to noncontrolling interests (66 ) 88 22
Net income (loss) attributable to Loews Corporation $ 554 $ 132 $ 25 $ 21 $ (89 ) $ 643

~~Index~~

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, Risk Factors included under Part II, Item 1A of this Report ~~Risk Factors included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020~~ 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, ~~2019.~~2020. This MD&A is comprised of the following sections:

	Page
	No.

Overview		28
Results of Operations		29
Consolidated Financial Results		29
CNA Financial		30
Boardwalk Pipelines		34
Loews Hotels & Co		35
Corporate		36
Diamond Offshore		37
~~Results of Operations~~ Liquidity and Capital Resources		37
Parent Company		37
Subsidiaries		37
Investments		38
~~Consolidated Financial Results~~ Critical Accounting Estimates		3842
~~CNA Financial~~ Accounting Standards Update		3942
~~Boardwalk Pipelines~~ Forward-Looking Statements		47
~~Loews Hotels & Co~~		50
~~Corporate~~		51
~~Diamond Offshore~~		52
~~Liquidity and Capital Resources~~		52
~~Parent Company~~		52
~~Subsidiaries~~		52
~~Investments~~		54
~~Critical Accounting Estimates~~		57
~~Accounting Standards Update~~		58
~~Forward-Looking Statements~~		5842

OVERVIEW

Loews Corporation is a holding company and has ~~five~~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 and~~segment. In the first quarter of 2020, Diamond Offshore Drilling Inc. (“Diamond Offshore”). was a reportable segment. The Corporate segment is primarily comprised of Loews Corporation excluding its subsidiaries and the operations of Altium Packaging LLC (“Altium Packaging”). Diamond Offshore was deconsolidated during the second quarter of 2020. For more information see Note 2 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020. Each of the operating subsidiaries and Diamond Offshore are 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.

On April 26, 2020 (the “Filing Date”), Diamond Offshore and certain of its direct and indirect subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas seeking relief under Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Filing”). As a result of the Chapter 11 Filing and applicable U.S. generally accepted accounting principles, Loews Corporation no longer controls Diamond Offshore for accounting purposes, and therefore, Diamond Offshore was deconsolidated from its consolidated financial statements effective as of the Filing Date.

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

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 shareholders. The ability of 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, ~~2019)~~2020) 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.

Index

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 six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(In millions, except per share data)

CNA Financial $ 135 $ 249 $ 80 $ 554
Boardwalk Pipelines 34 53 99 132
Loews Hotels & Co (72 ) 12 (97 ) 25
Corporate (908 ) (13 ) (1,073 ) 21
Diamond Offshore (a)
(24 ) (52 ) (476 ) (89 )
Net income (loss) attributable to Loews Corporation $ (835 ) $ 249 $ (1,467 ) $ 643

Basic net income (loss) per share $ (2.96 ) $ 0.82 $ (5.16 ) $ 2.10

Diluted net income (loss) per share $ (2.96 ) $ 0.82 $ (5.16 ) $ 2.09

~~(a)~~

~~Amounts presented for Diamond Offshore reflect the periods prior to deconsolidation. See Notes 2 and 14 of the Notes to the Consolidated Condensed Financial Statements included under Item 1.~~

Three Months Ended March 31	2021			2020
(In millions, except per share data)

CNA Financial	$	279		$	(55	)
Boardwalk Pipelines		85			65
Loews Hotels & Co		(43	)		(25	)
Corporate		(60	)		(165	)
Diamond Offshore					(452	)
Net income (loss) attributable to Loews Corporation	$	261		$	(632	)

Basic net income (loss) per common share	$	0.98		$	(2.20	)
Diluted net income (loss) per common share	$	0.97		$	(2.20	)

Net ~~loss~~income attributable to Loews Corporation for the three months ended ~~June 30, 2020~~March 31, 2021 was ~~$835~~$261 million, or ~~$2.96~~$0.97 per share, compared to net ~~income~~loss of ~~$249~~$632 million, or ~~$0.82~~$2.20 per share in the comparable ~~2019 period. Net loss attributable to Loews Corporation for the six months ended June 30,~~ 2020 ~~was $1.5 billion, or $5.16 per share, compared to net income of $643 million, or $2.09 per share, in the comparable 2019~~ period.

~~The~~Loews Corporation’s net income for the first three months of 2021 was driven by CNA, which had improved net investment income, net investment gains, and solid non-catastrophe current accident year property and casualty underwriting results. Boardwalk Pipelines also contributed positively to Loews Corporation’s 2021 quarterly results.

Loews Hotels & Co posted a net loss for the first three months ~~ended June 30, 2020 was driven by (i)~~of 2021 due to the ~~investment~~continued negative impact on travel of the COVID-19 pandemic. Last year’s first quarter results included a significant loss related to Diamond Offshore, which is no longer a subsidiary.

On April 1, 2021 Loews Corporation sold 47% of ~~$957 million to write down the carrying value of our~~its interest in ~~Diamond Offshore as~~Altium Packaging for approximately $420 million in cash consideration, subject to expenses and post-closing adjustments. As a result of ~~its bankruptcy filing on April 26, 2020, (ii) significant catastrophe losses at CNA,~~the terms of this transaction, Loews Corporation will share certain participating rights with GIC related to capital allocation and ~~(iii) operating losses at~~other decisions and is required to deconsolidate Altium Packaging as of the date of the sale under accounting principles generally accepted in the United States of America (“GAAP”). In connection with the sale and subsequent deconsolidation, Loews ~~Hotels & Co. These factors were partially offset by increased investment income at CNA and the parent company as well as investment gains at CNA.~~

~~The net loss for the six months ended June 30, 2020 was caused by (i) the investment loss from the write down~~Corporation expects to recognize a pretax gain of ~~our Diamond Offshore carrying value discussed above, (ii) Diamond Offshore drilling rig impairment charges of $408~~approximately $560 million in the ~~first~~second quarter of ~~2020, (iii) catastrophe losses at CNA, (iv) operating losses at Loews Hotels & Co, and (v) investment losses at CNA in 2020 as compared to gains in the first six months of 2019.~~2021.

The economic disruption caused by the coronavirus disease 2019 (“COVID-19”) pandemic and measures to mitigate the spread of the virus significantly affected Loews’s results in the first half of 2020. The full impact of COVID-19 on Loews and our businesses will be dependent on the pandemic’s duration and scope and economic policies and other responses to the pandemic.

3829

Index

CNA Financial

The following table summarizes the results of operations for CNA for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ as presented in Note 1412 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report. For further discussion of Net investment income and Investment gains (losses), see the Investments section of this MD&A.

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(In millions)

Revenues:
Insurance premiums $ 1,850 $ 1,824 $ 3,719 $ 3,627
Net investment income 534 515 863 1,086
Investment gains (losses) 69 2 (147 ) 33
Non-insurance warranty revenue 308 285 609 566
Other revenues 5 4 13 13
Total 2,766 2,630 5,057 5,325
Expenses:
Insurance claims and policyholders’ benefits 1,642 1,352 3,067 2,709
Amortization of deferred acquisition costs 342 338 686 680
Non-insurance warranty expense 285 263 566 523
Other operating expenses 283 279 583 563
Interest 31 55 62 89
Total 2,583 2,287 4,964 4,564
Income before income tax 183 343 93 761
Income tax expense (32 ) (64 ) (4 ) (141 )
Net income 151 279 89 620
Amounts attributable to noncontrolling interests (16 ) (30 ) (9 ) (66 )
Net income attributable to Loews Corporation $ 135 $ 249 $ 80 $ 554

~~Three Months Ended June 30, 2020 Compared to 2019~~

Three Months Ended March 31	2021			2020
(In millions)

Revenues:
Insurance premiums	$	1,962		$	1,869
Net investment income		504			329
Investment gains (losses)		57			(216	)
Non-insurance warranty revenue		338			301
Other revenues		5			8
Total		2,866			2,291
Expenses:
Insurance claims and policyholders’ benefits		1,506			1,425
Amortization of deferred acquisition costs		359			344
Non-insurance warranty expense		311			281
Other operating expenses		285			300
Interest		28			31
Total		2,489			2,381
Income (loss) before income tax		377			(90	)
Income tax (expense) benefit		(66	)		28
Net income (loss)		311			(62	)
Amounts attributable to noncontrolling interests		(32	)		7
Net income (loss) attributable to Loews Corporation	$	279		$	(55	)

Net income attributable to Loews Corporation was ~~$135~~$279 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with ~~$249~~a net loss of $55 million in the ~~2019~~comparable 2020 period. The ~~decrease~~improvement was ~~primarily~~ due to higher net ~~catastrophe losses of $301 million~~investment income, investment gains for the three months ended ~~June 30, 2020~~March 31, 2021 as compared ~~to $38 million~~with investment losses in the ~~2019~~comparable 2020 period and ~~unfavorable net prior~~improved non-catastrophe current accident year loss reserve development. Net catastrophe losses in 2020 include $182 million related to COVID-19, $61 million related to civil unrest and $58 million related primarily to severe weather-related events. These results were partially offset by favorableunderwriting results. Higher net investment income in the first three months of 2021 was driven by limited partnership and common stock ~~returns, favorable non-catastrophe current accident year underwriting results and higher investment gains.~~returns. Investment gains were driven by the favorable relative change in the fair value of non-redeemable preferred stock and lower impairment losses. These results were partially offset by higher ~~gains on sales~~net catastrophe losses of ~~fixed maturity securities. The prior year period included a $15~~$125 million ~~charge (after~~($88 million after tax and noncontrolling interests) ~~related to the early retirement of debt.~~

~~Six Months Ended June 30, 2020 Compared to 2019~~

~~Net income attributable to Loews Corporation was $80 million~~ for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 as compared with ~~$554~~$75 million ($53 million after tax and noncontrolling interests) in the ~~2019~~comparable 2020 period. The decrease was primarily due to net catastrophe losses of $376 million for the six months ended June 30, 2020 as compared to $96 million in the prior year period, lower net investment income and investment losses in the first six months of 2020 as compared with investment gains in the prior year period. Net catastrophe losses in 2020 include $195 million related to COVID-19, $61 million related to civil unrest and $120 million related primarily to severe weather-related events. Net investment income decreased driven by lower limited partnership and common stock returns and the investment losses were driven by the unfavorable change in fair value of non-redeemable preferred stock and higher impairment losses on fixed maturity securities.

~~Recent Developments~~

During the second quarter of 2020, CNA’s underwriting results were negatively impacted by COVID-19 and the related depressed economic conditions. In many geographic locations, the virus’ spread continues to accelerate. Areas where the virus has largely been brought under control continue to be at risk of a second wave. Accordingly, it remains

~~Index~~

the case that several months past the initial identification of the threat, all of the direct and indirect consequences and implications of COVID-19 are not yet known and may not emerge for some time. Until the virus is brought under control, the timing of any economic recovery remains uncertain. As a result, the impact to CNA’s results in the first and second quarters of 2020 may not be indicative of its impacts for the remainder of 2020 or thereafter. See the Liquidity and Capital Resources and Investments sections of this MD&A and Risk Factors included under Part II, Item 1A of this Report for further discussion of the risks associated with COVID-19 and measures to mitigate the spread of the virus.

CNA experienced year-over-year growth in gross and net written premiums, excluding third party captives driven by rate increases across its property and casualty insurance lines of business. Depressed economic conditions generally have had an unfavorable impact on premium exposures, including audit premium adjustments, policy endorsements and mid-term cancellations and adjustments. This is particularly the case in CNA’s Commercial lines of business where shelter in place restrictions and reduced economic activity has caused businesses to reduce payroll or otherwise shutter operations. As a result, CNA recorded a decrease in its estimated audit premiums during the second quarter of 2020 impacting its net earned premiums. If general economic conditions do not improve in the latter half of 2020 or thereafter, CNA’s net written premiums and net earned premiums may continue to be unfavorably impacted as a result.

Net written premiums are also impacted by the terms and conditions and related cost of reinsurance programs. In the second quarter of 2020, CNA renewed multiple property and casualty reinsurance treaties at higher costs as well as purchased additional coverage, which will have an unfavorable impact on CNA’s net earned premiums in future quarters. Lower net earned premiums had an unfavorable impact on CNA’s expense ratio in the second quarter of 2020. CNA’s expense ratio was also unfavorably impacted by an increase in its allowance for doubtful accounts for insurance receivables as certain customers, across a broad spectrum of industries and markets, have been impacted by lost business, affecting CNA’s ability to collect amounts owed to it. These impacts could continue through the remainder of 2020, and possibly thereafter, as the situation continues to evolve.

While CNA’s losses incurred during the first six months of 2020 related to COVID-19 represent CNA’s best estimate of ultimate insurance losses resulting from events occurring in the first six months of 2020 due to the pandemic and the consequent economic crisis, given the unprecedented nature of this event, a high level of uncertainty exists as to the potential impact on insurance losses from these events or other events that might occur for the remainder of the year and thereafter. The scope, duration and magnitude of the direct and indirect effects continue to rapidly evolve, and could materially impact CNA’s ultimate loss estimate, including in lines of business where losses have already been incurred as well as the potential for impacts in other lines unknown at this time. Continued spread of the virus as well as additional or extended shelter in place restrictions and business closures, could cause CNA to experience additional COVID-19 related catastrophe losses in future quarters.

CNA has also experienced modest benefits in certain lines of business as a result of lower loss frequency from shelter in place restrictions. Those benefits only apply to a portion of CNA’s portfolio, as its larger portfolios, including healthcare, construction and property coverages, have seen limited benefit. In addition, the impact from lower frequency is mostly offset by higher severity in certain areas of the portfolio.

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~~ certain property and casualty businesses in run-off, including CNA Re, A&EP, excess workers’ compensation and A&EP. CNA’s products and services are primarily marketed through independent agents, brokers and managing general underwriters to a wide variety of customers, including small, medium and large businesses, insurance companies, associations, professionals and other groups.legacy mass tort. 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.

Index

Effective January 1, 2021, and in connection with the ceding of certain legacy reserves under a retroactive reinsurance agreement executed in February 2021, CNA changed the presentation of a legacy portfolio of excess workers’ compensation policies relating to business written in 2007 and prior. This business, which was previously reported as part of the Commercial business, is now reported as part of the Other Insurance Operations business. See Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1 for further information on this retroactive reinsurance agreement. In addition, a determination was made to change the presentation of certain legacy mass tort reserves. Similar to the aforementioned excess workers’ compensation legacy business, these legacy mass tort reserves were previously reported in the Commercial business and are now reported as part of the Other Insurance Operations business. These changes were made to better reflect the manner in which CNA is organized for purposes of making operating decisions and assessing performance. Prior period information has been conformed to the new presentation.

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 this measure is useful for investors to evaluate its 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.~~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 net 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 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, represents gross written premiums excluding business which is ~~mostly~~ ceded to third party captives, including business related to large warranty programs.

Index

The following tables summarize the results of CNA’s Property & Casualty Operations for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Three Months Ended June 30, 2020	Specialty			Commercial			International			Total
Three Months Ended March 31, 2021													Specialty			Commercial			International			Total
(In millions, except %)

Gross written premiums	$	1,762		$	1,126		$	277		$	3,165		$	1,794		$	1,113		$	343		$	3,250
Gross written premiums excluding third
party captives		811			1,044			277			2,132			816			1,111			343			2,270
Net written premiums		742			949			239			1,930			742			960			235			1,937
Net earned premiums		705			795			224			1,724			735			855			252			1,842
Net investment income		133			177			14			324			117			148			14			279
Core income (loss)		90			20			(14	)		96
Core income														170			69			24			263

Other performance metrics:
Loss ratio excluding catastrophes
and development		59.9	%		59.0	%		59.9	%		59.5	%		59.4	%		60.8	%		59.6	%		60.1	%
Effect of catastrophe impacts		15.0			19.0			19.9			17.5			0.7			13.4			2.0			6.8
Effect of development-related items		(2.9	)		6.0			(1.2	)		1.4			(2.1	)		0.5			(0.1	)		(0.6	)
Loss ratio		72.0	%		84.0	%		78.6	%		78.4	%		58.0	%		74.7	%		61.5	%		66.3	%
Expense ratio		32.0			33.9			36.7			33.6			30.6			31.4			34.4			31.5
Dividend ratio		0.2			0.6						0.3			0.2			0.6						0.3
Combined ratio		104.2	%		118.5	%		115.3	%		112.3	%		88.8	%		106.7	%		95.9	%		98.1	%
Combined ratio excluding catastrophes
and development		92.1	%		93.5	%		96.6	%		93.4	%		90.2	%		92.8	%		94.0	%		91.9	%

Rate		12	%		9	%		13	%		11	%		10	%		10	%		14	%		11	%
Renewal premium change		11			8			11			9			9			8			11			9
Retention		85			83			74			83			86			84			74			83
New business	$	96		$	205		$	62		$	363		$	103		$	211		$	80		$	394

Three Months Ended June 30, 2019
Three Months Ended March 31, 2020

Gross written premiums	$	1,724		$	1,024		$	287		$	3,035		$	1,714		$	1,062		$	307		$	3,083
Gross written premiums excluding third
party captives		755			958			287			2,000			741			1,059			307			2,107
Net written premiums		713			912			249			1,874			694			950			219			1,863
Net earned premiums		688			763			243			1,694			685			818			239			1,742
Net investment income		134			154			15			303			56			42			15			113
Core income		161			120			17			298			96			23			2			121

Other performance metrics:
Loss ratio excluding catastrophes
and development		59.9	%		61.7	%		60.1	%		60.8	%		59.5	%		60.8	%		60.3	%		60.2	%
Effect of catastrophe impacts		0.1			4.9			0.2			2.2			1.1			7.0			4.3			4.3
Effect of development-related items		(2.6	)		(0.1	)		(0.1	)		(1.1	)		(1.5	)					(0.1	)		(0.7	)
Loss ratio		57.4	%		66.5	%		60.2	%		61.9	%		59.1	%		67.8	%		64.5	%		63.8	%
Expense ratio		33.1			32.6			37.3			33.4			32.0			33.2			35.4			33.1
Dividend ratio		0.2			0.6						0.4			0.2			0.6						0.4
Combined ratio		90.7	%		99.7	%		97.5	%		95.7	%		91.3	%		101.6	%		99.9	%		97.3	%
Combined ratio excluding catastrophes
and development		93.2	%		94.9	%		97.4	%		94.6	%		91.7	%		94.6	%		95.7	%		93.7	%

Rate		4	%		3	%		7	%		4	%		10	%		8	%		9	%		9	%
Renewal premium change		5			5			8			6			11			9			9			9
Retention		89			87			70			84			83			86			70			82
New business	$	97		$	186		$	75		$	358		$	74		$	198		$	68		$	340

4232

Index

Six Months Ended June 30, 2020 Specialty Commercial International Total
(In millions, except %)

Gross written premiums $ 3,476 $ 2,188 $ 584 $ 6,248
Gross written premiums excluding third
party captives 1,552 2,103 584 4,239
Net written premiums 1,436 1,899 458 3,793
Net earned premiums 1,390 1,613 463 3,466
Net investment income 189 224 29 442
Core income (loss) 186 44 (12 ) 218

Other performance metrics:
Loss ratio excluding catastrophes
and development 59.7 % 60.1 % 60.1 % 59.9 %
Effect of catastrophe impacts 8.2 12.8 11.9 10.9
Effect of development-related items (2.3 ) 3.0 (0.7 ) 0.4
Loss ratio 65.6 % 75.9 % 71.3 % 71.2 %
Expense ratio 32.1 33.6 36.1 33.2
Dividend ratio 0.2 0.6 0.4
Combined ratio 97.9 % 110.1 % 107.4 % 104.8 %
Combined ratio excluding catastrophes
and development 92.0 % 94.3 % 96.2 % 93.5 %

Rate 10 % 9 % 11 % 10 %
Renewal premium change 10 8 9 9
Retention 85 84 72 82
New business $ 170 $ 403 $ 130 $ 703

Six Months Ended June 30, 2019

Gross written premiums $ 3,425 $ 1,965 $ 611 $ 6,001
Gross written premiums excluding third
party captives 1,485 1,891 611 3,987
Net written premiums 1,411 1,761 508 3,680
Net earned premiums 1,349 1,526 493 3,368
Net investment income 289 344 30 663
Core income 330 259 23 612

Other performance metrics:
Loss ratio excluding catastrophes
and development 60.2 % 61.9 % 58.5 % 60.7 %
Effect of catastrophe impacts 1.0 5.1 1.3 2.9
Effect of development-related items (2.9 ) (0.3 ) 2.7 (0.9 )
Loss ratio 58.3 % 66.7 % 62.5 % 62.7 %
Expense ratio 33.0 33.2 37.2 33.7
Dividend ratio 0.2 0.6 0.4
Combined ratio 91.5 % 100.5 % 99.7 % 96.8 %
Combined ratio excluding catastrophes
and development 93.4 % 95.7 % 95.7 % 94.8 %

Rate 3 % 3 % 6 % 4 %
Renewal premium change 6 5 4 5
Retention 89 86 69 84
New business $ 182 $ 350 $ 155 $ 687

~~Three Months Ended June 30, 2020 Compared to 2019~~

Total gross written premiums increased ~~$130~~$167 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019~~comparable 2020 period. Total net written premiums increased ~~$56~~$74 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019~~comparable 2020 period.

Gross written premiums, excluding third party captives, for Specialty increased ~~$56~~$75 million for the three months

~~Index~~

ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019~~comparable 2020 period driven by higher new business and strong rate. Net written premiums for Specialty increased ~~$29~~$48 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019~~comparable 2020 period. The increase in net earned premiums for the three months ended ~~June 30,~~March 31, 2021 was consistent with the trend in net written premiums for Specialty.

Gross written premiums for Commercial increased $51 million for the three months ended March 31, 2021 as compared with the comparable 2020 period driven by higher new business and strong rate. Net written premiums for Commercial increased $10 million for the three months ended March 31, 2021 as compared with the comparable 2020 period. The increase in net earned premiums for the three months ended March 31, 2021 was consistent with the trend in net written premiums in recent quarters for ~~Specialty.~~Commercial.

Gross written premiums for ~~Commercial~~International increased ~~$102~~$36 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019 period~~comparable 2020 period. Excluding the effect of foreign currency exchange rates, gross written premiums increased $19 million driven by ~~strong rate~~growth in Europe and ~~higher new business.~~Canada. Net written premiums for ~~Commercial~~International increased ~~$37~~$16 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019~~comparable 2020 period. Excluding the effect of foreign currency exchange rates, net written premiums increased $3 million for the three months ended March 31, 2021 as compared with the comparable 2020 period. The increase in net earned premiums for the three months ended ~~June 30, 2020~~March 31, 2021 was consistent with the trend in net written premiums ~~partially offset by a reduction in the estimated audit premiums as a result of the economic slowdown arising from COVID-19~~ for ~~Commercial.~~International.

~~Gross written premiums for International decreased $10~~Total core income increased $142 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019 period. Excluding the effect of foreign currency exchange rates, gross written premiums decreased $3 million~~comparable 2020 period primarily due to higher net investment income driven by ~~the continued impact of the strategic exit from certain Lloyd’s business classes,~~limited partnership and common stock returns and improved non-catastrophe current accident year underwriting results, partially offset by ~~growth in Europe and Canada. Net written premiums decreased $10~~higher net catastrophe losses.

Total net catastrophe losses were $125 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with ~~the 2019 period. Excluding the effect of foreign currency exchange rates, net written premiums decreased $6~~$75 million for the comparable 2020 period. For the three months ended ~~June 30,~~March 31, 2021 and 2020, as compared with the 2019 period. The decrease in net earned premiums for the three months ended June 30, 2020 was consistent with the trend in net written premiums in recent quarters for International.

Core income decreased $202 million for the three months ended June 30, 2020 as compared with the 2019 period due to higher net catastrophe losses and unfavorable net prior year loss reserve development, including a $50 million charge for mass tort exposures primarily due to New York reviver statute-related claims.

Net catastrophe losses were $301 million for the three months ended June 30, 2020 as compared with $38 million in the 2019 period. Net catastrophe losses for the three months ended June 30, 2020 included $182 million related to COVID-19, $61 million related to civil unrest and $58 million related primarily to severe weather-related events. Specialty had net catastrophe losses of ~~$105~~$5 million ~~for the three months ended June 30, 2020 included $103~~and $8 million, ~~related to the COVID-19 pandemic. Specialty net catastrophe losses were $1 million for the three months ended June 30, 2019.~~ Commercial had net catastrophe losses of ~~$151~~$115 million ~~for the three months ended June 30, 2020 included $43~~and $57 million ~~related to the COVID-19 pandemic, $61 million related to civil unrest~~ and ~~$47 million related primarily to severe weather-related events. Commercial net catastrophe losses were $37 million for the three months ended June 30, 2019.~~ International had net catastrophe losses of ~~$45~~$5 million ~~for the three months ended June 30, 2020 included $36 million related to the COVID-19 pandemic. International net catastrophe losses were $1 million for the three months ended June 30, 2019.~~and $10 million.

The COVID-19 losses in the second quarter of 2020 follow a detailed review and analysis of existing and potential exposures in light of current information, and represent CNA’s best estimate of its ultimate insurance losses and loss adjustment expenses, including defense costs resulting from the pandemic and the consequent economic crisis. The losses were substantially driven by healthcare professional liability with additional impacts from workers’ compensation, management liability, commercial property, trade credit and surety. Due to the recent timing of the event, emergence pattern of claims and long tail nature of certain exposures the losses are substantially classified as incurred but not reported (“IBNR”) reserves.

The COVID-19 catastrophe losses do not include the benefits of lower current accident year losses associated with lower loss frequency in certain lines of business as a result of shelter in place restrictions. Those benefits are modest and are partially offset by the impact of a reduction in the estimated audit premiums and an increase in the credit allowance for premiums receivables resulting from the depressed economic conditions.

~~Unfavorable~~Favorable net prior year loss reserve development of ~~$22 million and favorable net prior year loss reserve development of $31~~$15 million was recorded for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020. For the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ Specialty recorded favorable net prior year loss reserve development of ~~$20~~$15 million and ~~$18 million and~~$11 million. For the three months ended March 31, 2021, Commercial recorded ~~unfavorable~~no net prior year loss reserve development ~~of $45 million~~ as compared with favorable net prior year loss reserve development of ~~$12 million. For~~$4 million in the ~~three months ended June 30,~~comparable 2020 ~~International recorded favorable~~period. There was no net prior year loss reserve development ~~of $3 million as compared with $1 million in~~recorded for International for the ~~2019 period.~~three months ended March 31, 2021 and 2020. Further information on net prior year loss reserve development is included in Note 65 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Specialty’s combined ratio ~~increased 13.5~~improved 2.5 points for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019 period.~~comparable 2020 period due to a 1.4 point improvement in the expense ratio and a 1.1 point improvement in the loss ratio. The improvement in the loss ratio ~~increased 14.6 points~~was primarily due to higher favorable net prior year loss reserve development and lower net catastrophe losses. The improvement in the expense ratio was driven by higher net earned premiums.

Commercial’s combined ratio increased 5.1 points for the three months ended March 31, 2021 as compared with the comparable 2020 period due to a 6.9 point increase in the loss ratio, partially offset by a 1.8 point improvement in the expense ratio. The increase in the loss ratio was primarily due to higher net catastrophe losses, ~~or 15.0~~which were 13.4 points of the loss ratio for the three months ended ~~June 30, 2020. The expense ratio improved 1.1 points for the three months ended~~

~~Index~~

~~June 30, 2020~~March 31, 2021 as compared with 7.0 points of the ~~2019 period~~loss ratio in the comparable 2020 period. The improvement in the expense ratio was driven by ~~lower underwriting~~favorable acquisition expenses and higher net earned premiums.

~~Commercial’s~~International’s combined ratio ~~increased 18.8~~improved 4.0 points for the three months ended June 30, 2020 as compared to the 2019 period. The loss ratio increased 17.5 points driven by higher net catastrophe losses and unfavorable net prior year loss reserve development. The combined ratio excluding catastrophes and development improved 1.4 points for the three months ended June 30, 2020March 31, 2021 as compared with the 2019 period which reflects a 0.7 point net benefit related to COVID-19 from lower loss frequency as a result of shelter in place restrictions and an adverse impact from a reduction in estimated audit premiums. These items decreased the loss ratio by 1.8 points and increased the expense ratio by 1.1 points. Excluding the impacts of COVID-19, the combined ratio excluding catastrophes and development improved 0.7 points due to the loss ratio.

~~International’s combined ratio increased 17.8 points for the three months ended June 30,~~comparable 2020 as compared with the 2019 period. The loss ratio increased 18.4 points driven by higher net catastrophe losses, or 19.9 points of the loss ratio, for the three months ended June 30, 2020. The combined ratio excluding catastrophes and development improved 0.8 points for the three months ended June 30, 2020 as compared with the 2019 period due to a ~~0.2~~3.0 point improvement in the loss ratio ~~excluding catastrophes~~ and ~~development primarily~~a 1.0 point improvement in the expense ratio. The improvement in the loss ratio was driven by ~~lower loss frequency from the impact of COVID-19 as well as 0.6 points of~~improved current accident year underwriting results. The improvement in the expense ratio was driven by ~~lower acquisition and underwriting expenses.~~

~~Six Months Ended June 30, 2020 Compared to 2019~~

Total gross written premiums increased $247 million for the six months ended June 30, 2020 as compared with the 2019 period. Total net written premiums increased $113 million for the six months ended June 30, 2020 as compared with the 2019 period.

Gross written premiums, excluding third party captives, for Specialty increased $67 million for the six months ended June 30, 2020 as compared with the 2019 period driven by strong rate. Net written premiums for Specialty increased $25 million for the six months ended June 30, 2020 as compared with the 2019 period. The increase in net earned premiums for the six months ended June 30, 2020 was consistent with the trend in net written premiums in recent quarters for Specialty.

Gross written premiums for Commercial increased $223 million for the six months ended June 30, 2020 as compared with the 2019 period driven by strong rate and higher new business. Net written premiums for Commercial increased $138 million for the six months ended June 30, 2020 as compared with the 2019 period. The increase in net earned premiums for the six months ended June 30, 2019 was consistent with the trend in net written premiums partially offset by a reduction in the estimated audit premiums as a result of the economic slowdown arising from COVID-19 for Commercial.

~~Gross written premiums for International decreased $27 million for the six months ended June 30, 2020 as compared with the 2019 period. Excluding the effect of foreign currency exchange~~favorable commission rates gross written premiums decreased $18 million driven by the continued impact of the strategic exit from certain Lloyd’s business classes, offset by growth in Canada and Europe. Net written premiums decreased $50 million for the six months ended June 30, 2020 as compared with the 2019 period. Excluding the effect of foreign currency exchange rates, net written premiums decreased $42 million for the six months ended June 30, 2020 as compared with the 2019 period. The decrease in net earned premiums for the six months ended June 30, 2020 was consistent with the trend in net written premiums in recent quarters for International.

Core income decreased $394 million for the six months ended June 30, 2020 as compared with the 2019 period due to higher net catastrophe losses, lower net investment income driven by limited partnership and common stock returns and unfavorable net prior year loss reserve development in the current year period including a $50 million charge for mass tort exposures primarily due to New York reviver statute-related claims.

Net catastrophe losses were $376 million for the six months ended June 30, 2020 as compared with $96 million in the 2019 period. Net catastrophe losses for the six months ended June 30, 2020 included $195 million related to COVID-19, $61 million related to civil unrest and $120 million related primarily to severe weather-related events. Specialty net catastrophe losses of $113 million for the six months ended June 30, 2020 included $109 million related to the COVID-19 pandemic. Specialty net catastrophe losses were $13 million for the six months ended June 30, 2019. Commercial net catastrophe losses of $208 million for the six months ended June 30, 2020 included $48 million related to the COVID-19 pandemic, $61 million related to civil unrest and $99 million related primarily to severe weather-related events. Commercial net catastrophe losses were $77 million for the six months ended June 30, 2019. International net catastrophe losses of $55 million for the six months ended June 30, 2020 included $38 million related

~~Index~~

~~to the COVID-19 pandemic. International net catastrophe losses were $6 million for the six months ended June 30, 2019.~~

Unfavorable net prior year loss reserve development of $7 million and favorable net prior year loss reserve development of $45 million was recorded for the six months ended June 30, 2020 and 2019. For the six months ended June 30, 2020 and 2019, Specialty recorded favorable net prior year loss reserve development of $31 million and $38 million and Commercial recorded unfavorable net prior year loss reserve development of $41 million as compared with favorable net prior year loss reserve development of $20 million. For the six months ended June 30, 2020, International recorded favorable net prior year loss reserve development of $3 million as compared with unfavorable net prior year loss reserve development of $13 million in the 2019 period. Further information on net prior year loss reserve development is included in Note 6 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Specialty’s combined ratio increased 6.4 points for the six months ended June 30, 2020 as compared with the 2019 period. The loss ratio increased 7.3 points due to higher net catastrophe losses, or 8.2 points of the loss ratio, for the six months ended June 30, 2020. The expense ratio improved 0.9 points for the six months ended June 30, 2020 as compared with the 2019 period driven by lower underwriting expenses and higher net earned premiums.

Commercial’s combined ratio increased 9.6 points for the six months ended June 30, 2020 as compared to the 2019 period. The loss ratio increased 9.2 points driven by higher net catastrophe losses and unfavorable net prior year loss reserve development. The combined ratio excluding catastrophes and development improved 1.4 points for the six months ended June 30, 2020 as compared to the 2019 period which reflects a 0.3 point net benefit related to COVID-19 from lower loss frequency as a result of shelter in place restrictions and an adverse impact from a reduction in the estimated audit premiums. These items decreased the loss ratio by 0.9 points and increased the expense ratio by 0.6 points. Excluding the impacts of COVID-19, the combined ratio excluding catastrophes and development improved 1.1 points due to the loss ratio.

International’s combined ratio increased 7.7 points for the six months ended June 30, 2020 as compared with the 2019 period. The loss ratio increased 8.8 points driven by higher net catastrophe losses, or 11.9 points of the loss ratio, for the six months ended June 30, 2020, partially offset by favorable net prior year loss reserve development in the current year period. The expense ratio improved 1.1 points for the six months ended June 30, 2020 as compared with the 2019 period driven by lower acquisition and underwriting expenses.

Index

Other Insurance Operations

The following table summarizes the results of CNA’s Other Insurance Operations for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(In millions)

Net earned premiums $ 126 $ 130 $ 253 $ 260
Net investment income 210 212 421 423
Core income (loss) 3 (4 ) (11 )

~~Three Months Ended June 30, 2020 Compared to 2019~~

Three Months Ended March 31	2021		2020
(In millions)

Net earned premiums	$	120	$	127
Net investment income		225		216
Core income (loss)		-		(13	)

Core ~~income of $3~~results improved $13 million for the three months ended ~~June 30,~~March 31, 2021 as compared with the comparable 2020 ~~was primarily~~period driven by better than expected ~~persistency in the long term care business.~~

~~Six Months Ended June 30, 2020 Compared to 2019~~

~~Core loss of $11 million for the six months ended June 30, 2020 was primarily due to interest expense on corporate debt partially offset by better than expected persistency~~morbidity in the long term care business and ~~amortization~~higher net investment income, driven by returns in the limited partnership portfolio. Further, during the first three months of 2021, relative to expectations, CNA experienced lower new claim frequency, higher claim terminations and more favorable claim severity in the long term care business amid the effects of the ~~deferred gain related to~~coronavirus disease (“COVID-19”). Given the ~~A&EP~~uncertainty of these trends, CNA increased its incurred but not reported (“IBNR”) reserves in anticipation of increased claim activity as the COVID-19 pandemic abates.

Results for the three months ended March 31, 2021 also reflect the recognition of a $12 million loss resulting from the legacy excess workers’ compensation loss portfolio ~~transfer.~~transfer (“EWC LPT”). For further information on the EWC LPT see Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

~~Index~~

Non-GAAP Reconciliation of Core Income (Loss) to Net Income (Loss)

The following table reconciles core income (loss) to net income (loss) attributable to Loews Corporation for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Three Months Ended March 31													2021			2020
(In millions)

Core income (loss):
Property & Casualty Operations	$	96		$	298		$	218		$	612		$	263		$	121
Other Insurance Operations		3			(4	)		(11	)								(13	)
Total core income		99			294			207			612			263			108
Investment gains (losses)		53			1			(117	)		24			49			(170	)
Consolidating adjustments including noncontrolling
interests		(17	)		(46	)		(10	)		(82	)
Net income attributable to Loews Corporation	$	135		$	249		$	80		$	554
Consolidating adjustments including noncontrolling interests														(33	)		7
Net income (loss) attributable to Loews Corporation													$	279		$	(55	)

Boardwalk Pipelines

~~Current Events~~Results of Operations

~~In 2020,~~A significant portion of Boardwalk Pipelines’ revenues are 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 lower pricing on contract renewals and other factors. Boardwalk Pipelines’ operating costs and expenses do not vary significantly based upon the ~~world~~amount of products transported, with the exception of costs recorded in fuel and ~~the United States experienced the unprecedented impacts~~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 ~~COVID-19 pandemic and measures to mitigate~~Consolidated Financial Statements in our Annual Report on Form 10-K for the spread of COVID-19. An excess supply of energy products has also led to a significant decrease in energy prices. Boardwalk Pipelines’ operations are considered essential critical infrastructure under current Cybersecurity and Infrastructure Security Agency guidelines, and it has taken measures to ensure the safety of its employees and operations while maintaining uninterrupted service to its customers.year ended December 31, 2020.

The following summarizes the material impacts to Boardwalk Pipelines’ business and the key actions it has taken to mitigate the current impacts from both the COVID-19 pandemic and the volatility in energy prices:

●

Boardwalk Pipelines’ business has not been significantly impacted by the recent volatility in commodity prices. However, some of its customers are directly impacted by changes in commodity prices, which may impact Boardwalk Pipelines’ ability to renew contracts at existing terms or may impact the customers’ ability to make payment for the services Boardwalk Pipelines provides. The COVID-19 pandemic and decreased energy prices could cause a disruption of the normal operations of many of Boardwalk Pipelines’ customers, including the temporary closure or reduction of plant operations or shut-in of production. While energy prices remain volatile, prices have somewhat improved from the level that they were during portions of the first and second quarters. If energy prices remain at current levels for a sustained period of time or decline again, Boardwalk Pipelines could be exposed to increased credit risk or the increased risk of customers filing for bankruptcy protection. During 2020, Boardwalk Pipelines has not had any significant customers declare bankruptcy.

●

Through the date of this Report, Boardwalk Pipelines has not experienced any significant operational disruptions and its pipeline throughput has remained stable. For the six months ended June 30, 2020, Boardwalk Pipelines transported approximately 1.5 trillion cubic feet of natural gas and approximately 44.3 million barrels of natural gas liquids and hydrocarbons (“NGLs”), an increase in excess of 7% from the comparable period in 2019 for each commodity. Boardwalk Pipelines’ results of operations for the second quarter of 2020 have not been materially impacted as a result of the COVID-19 pandemic or the volatility in energy prices.

●

Boardwalk Pipelines did not experience any significant changes in its workforce composition and was able to implement its business continuity plans with no significant impact to its ability to maintain its operations. Boardwalk Pipelines continues to maintain strong physical and cybersecurity measures in order to both serve its operational needs with a remote workforce and keep its integrated pipeline and storage systems running to provide reliable service to its customers.

●

Through the date of this Report, Boardwalk Pipelines’ balance sheet remains strong and it continues to have sufficient liquidity and it expects to continue to fund its operations through its operating cash flows. Boardwalk Pipelines has approximately $1.2 billion of available borrowing capacity under its revolving credit facility and does not have any debt maturities until February of 2021.

4734

Index

The safety of Boardwalk Pipelines’ employees and operations while providing uninterrupted service to its customers remains its primary focus. Although it is difficult to reasonably determine the ongoing and future impacts of the COVID-19 pandemic and the volatility in energy prices, an extended downturn in the economy and depressed energy prices could negatively affect Boardwalk Pipelines’ customers and their businesses and could in turn have a material adverse effect on Boardwalk Pipelines’ business.

~~Firm Agreements~~

A substantial portion of Boardwalk Pipelines’ transportation and storage capacity is contracted for under firm agreements. For the twelve months ended June 30, 2020, approximately 90% of Boardwalk Pipelines’ revenues were derived from fixed fees under firm agreements. Boardwalk Pipelines expects to earn revenues of approximately $9.3 billion from fixed fees under committed firm agreements in place as of June 30, 2020, including agreements for transportation, storage and other services, over the remaining term of those agreements. For the six months ended June 30, 2020, Boardwalk Pipelines added approximately $502 million from the comparable amount at December 31, 2019, from contracts entered into during 2020. For Boardwalk Pipelines’ customers that are charged its maximum applicable tariff rates related to its Federal Energy Regulatory Commission (“FERC”) regulated operating subsidiaries, the revenues expected to be earned from fixed fees under committed firm agreements reflect the current tariff rate for such services for the term of the agreements, however, the tariff rates may be subject to future adjustment. The estimated revenues from fixed fees under committed firm agreements may also include estimated revenues that are anticipated under executed precedent transportation agreements for projects that are subject to regulatory approvals. The revenues expected to be earned from fixed fees under committed firm agreements do not include additional revenues Boardwalk Pipelines has recognized and may recognize under firm agreements based on actual utilization of the contracted pipeline or storage capacity, any expected revenues for periods after the expiration dates of the existing agreements, execution of precedent agreements associated with growth projects or other events that occurred or will occur subsequent to June 30, 2020.

~~Contract Renewals~~

Each year a portion of Boardwalk Pipelines’ firm transportation and storage agreements expire. The rates Boardwalk Pipelines is able to charge customers are heavily influenced by market trends (both short and longer term), including the available supply, geographical location of natural gas production, the competition between producing basins, competition with other pipelines for supply and markets, the demand for gas by end-users such as power plants, petrochemical facilities and liquefied natural gas export facilities and the price differentials between the gas supplies and the market demand for the gas (basis differentials). Boardwalk Pipelines’ storage rates are additionally impacted by natural gas price differentials between time periods, such as winter to summer (time period price spreads), and the volatility in time period price spreads. Demand for firm service is primarily based on market conditions which can vary across Boardwalk Pipelines’ pipeline systems. While Boardwalk Pipelines has not seen a significant change in the demand for its services as a result of the COVID-19 pandemic or the volatility in energy prices, if these conditions remain for an extended period of time or re-occur, Boardwalk Pipelines could see a decline in the demand for its services. Boardwalk Pipelines focuses its marketing efforts on enhancing the value of the capacity that is up for renewal and works with customers to match gas supplies from various basins to new and existing customers and markets, including aggregating supplies at key locations along its pipelines to provide end-use customers with attractive and diverse supply options. If the market perceives the value of Boardwalk Pipelines’ available capacity to be lower than its long term view of the capacity, Boardwalk Pipelines may seek to shorten contract terms until market perception improves.

Over the past several years, as a result of market conditions, Boardwalk Pipelines has renewed some expiring contracts at lower rates or for shorter terms than in the past. In addition to normal contract expirations, in the 2018 to 2020 timeframe, transportation agreements associated with its significant pipeline expansion projects that were placed into service in the 2007-2009 timeframe, have expired. A substantial portion of the capacity associated with the pipeline expansion projects was recontracted, usually at lower rates or lower volumes, which has negatively impacted Boardwalk Pipelines’ operating revenues.

~~Index~~

~~Results of Operations~~

The following table summarizes the results of operations for Boardwalk Pipelines for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ as presented in Note 1412 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
(In millions)

Revenues:
Operating revenues and other $ 296 $ 327 $ 637 $ 673
Total 296 327 637 673
Expenses:
Operating and other 210 209 421 404
Interest 41 46 83 91
Total 251 255 504 495
Income before income tax 45 72 133 178
Income tax expense (11 ) (19 ) (34 ) (46 )
Net income attributable to Loews Corporation $ 34 $ 53 $ 99 $ 132

~~Three Months Ended June 30, 2020 Compared to 2019~~

Three Months Ended March 31	2021			2020
(In millions)

Revenues:
Operating revenues and other	$	372		$	341
Total		372			341
Expenses:
Operating and other		217			211
Interest		41			42
Total		258			253
Income before income tax		114			88
Income tax expense		(29	)		(23	)
Net income attributable to Loews Corporation	$	85		$	65

Total revenues ~~decreased~~increased $31 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019~~comparable 2020 period. Including the effect of ~~items in~~ fuel and transportation expense, ~~and excluding net proceeds of approximately $26 million as a result of drawing on letters of credit due to a customer bankruptcy in 2019,~~ operating revenues ~~decreased $6~~increased $28 million driven primarily by ~~contract expirations that were recontracted at overall lower average rates, partially offset by revenues from~~ recently completed growth projects and higher ~~storage~~system utilization from colder winter weather experienced during the first three months of 2021, partially offset by higher fuel and ~~parking and lending (“PAL”) revenues due to favorable market conditions.~~transportation expense.

Operating expenses ~~were essentially flat for the three months ended June 30, 2020 as compared with the 2019 period. Interest expense decreased $5~~increased $6 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019 period primarily due to lower interest rates from borrowings under Boardwalk Pipelines’ revolving credit facility and higher capitalized interest.~~

~~Six Months Ended June 30,~~comparable 2020 ~~Compared to 2019~~

Total revenues decreased $36 million for the six months ended June 30, 2020 as compared with the 2019 period. Including the effect of items in fuel and transportation expense and excluding the impact from the customer bankruptcy discussed above, operating revenues decreased $16 million driven by contract expirations that were recontracted at overall lower average rates, partially offset by revenues from recently completed growth projects and higher storage and PAL revenues due to favorable market conditions.

~~Operating expenses increased $17 million for the six months ended June 30, 2020 as compared with the 2019~~ period. Excluding items offset inwith operating revenues, operating ~~expenses~~costs increased ~~$13~~$3 million, primarily due to an increased asset base ~~from recently completed growth projects, higher litigation expenses~~ and the ~~expiration~~colder winter weather experienced during the first three months of property tax abatements. Interest expense decreased $8 million for the six months ended June 30, 2020 as compared with the 2019 period primarily due to lower interest rates from borrowings under Boardwalk Pipelines’ revolving credit facility and higher capitalized interest and allowance for funds used during construction related to Boardwalk Pipelines’ capital projects.2021.

~~Index~~

Loews Hotels & Co

The following table summarizes the results of operations for Loews Hotels & Co for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ as presented in Note 1412 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Three Months Ended March 31													2021			2020
(In millions)

Revenues:
Operating revenue	$	9		$	159		$	118		$	310		$	39		$	109
Gain on sale of hotel		13						13
Revenues related to reimbursable expenses		12			27			45			56			18			33
Total		34			186			176			366			57			142
Expenses:
Operating and other:
Operating		50			130			166			260			58			116
Asset impairments		20			7			20			10
Reimbursable expenses		12			27			45			56			18			33
Depreciation		16			15			30			31			16			14
Equity (income) loss from joint ventures		25			(16	)		29			(38	)
Equity loss from joint ventures														12			4
Interest		8			5			16			10			8			8
Total		131			168			306			329			112			175
Income (loss) before income tax		(97	)		18			(130	)		37
Income tax (expense) benefit		25			(6	)		33			(12	)
Net income (loss) attributable to Loews Corporation	$	(72	)	$	12		$	(97	)	$	25
Loss before income tax														(55	)		(33	)
Income tax benefit														12			8
Net loss attributable to Loews Corporation													$	(43	)	$	(25	)

~~Due~~Loews Hotels & Co’s results declined mainly due to the continuing adverse impact of the COVID-19 pandemic on its operations. Beginning in mid-March 2020, occupancy rates declined significantly, and ~~efforts to mitigate the spread of the virus, twenty hotels~~most hotel properties owned and/or operated by Loews Hotels & Co temporarily suspended operations by the end of March or early April 2020. While almost all of these hotel properties resumed operations during 2020, occupancy rates in ~~March~~the first three months of 2021 were considerably lower than the prior year period before mid-March 2020. Occupancy rates have been gradually improving since June of 2020 with ~~two additional hotels suspending operations~~hotel properties located in ~~April of 2020. Of these twenty-two hotels, one resumed operations~~resort destinations experiencing improvement at a faster pace than hotel properties located in May, twelve in June and five in July, with the operations of the remaining four hotels still temporarily suspended. Only two owned hotels and two managed hotels did not suspend operations. Additionally, two hotels completed construction prior to the pandemic; one delayed opening until June, and the second is expected to open later this year. However, all operational hotels are experiencing very limited occupancy. urban centers.

Index

Although Loews Hotels & Co has enacted significant measures to adjust the operating cost structure of each hotel during ~~these suspensions and subsequent resumptions~~the COVID-19 pandemic, deferred a significant amount of ~~operations, deferred most~~ capital expenditures and reduced the operating costs of its management company, ~~these measures could~~it has not been able to fully offset the ~~impact of significant~~ lost ~~revenues. Loews Hotels & Co~~revenues resulting from lower occupancies. This has ~~therefore incurred significant operating losses since the start of the pandemic.~~

The resumption of operations for the remaining four hotels that continue to have suspended operations, as well as the potential for hotels which have resumed operations to re-suspend operations, will depend on numerous factors, many of which are outside Loews Hotels & Co’s control. Although occupancy at operational hotel properties is expected to increase gradually, it is nonetheless highly dependent on the travel behavior of potential hotel guests, driven largely by factors outside Loews Hotels & Co’s control, including government capacity restrictions, travel restrictions and the duration and scope of the COVID-19 pandemic. While the duration of the COVID-19 outbreak and related financial impact cannot be estimated at this time, Loews Hotels & Co expects its results of operations, financial condition and cash flows will be materially adversely affected throughout 2020, and likely thereafter. The severity of the impact on Loews Hotels & Co will dependresulted in large part on the duration of containment efforts, either mandated or voluntary, and the perceptions of health risks associated with COVID-19 related to business and leisure travel. In addition, once the COVID-19 outbreak is mitigated or contained, whenever that may be, historical travel patterns, both domestic and international, may continue to be disrupted either on a temporary basis or with longer term effects. These factors have contributed to impairment charges for the three months ended June 30, 2020, and may lead to additional impairment charges in future periods.

~~Reduced occupancy caused by the COVID-19 pandemic and mitigation efforts as well as related operating cost reduction measures are the primary reasons for~~ the decrease in operating revenues of ~~$150~~$70 million, ~~and $192 million and~~the decrease in operating expenses of ~~$80~~$58 million, and ~~$94~~the increase in equity loss from joint ventures of $8 million for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019~~comparable 2020 period. ~~Additionally,~~

Pre-opening costs included in equity ~~income~~loss from joint ventures decreased ~~$41 million and $67~~$5 million for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019 period driven primarily by the COVID-19 pandemic.~~

~~Index~~

~~Loews Hotels & Co considers events or changes in circumstances that indicate the carrying amount of its assets may not be recoverable. During the second quarter of~~comparable 2020 Loews Hotels & Co recorded impairment charges of $20 million to reduce the carrying value of certain assets to their estimated fair value. The three and six months ended June 30, 2019 include impairment charges of $7 million and $10 million.

~~Loews Hotels & Co recorded a gain of $13 million on the sale of an owned hotel in the second quarter of 2020.~~

Interest expense for the three and six months ended June 30, 2020 increased $3 million and $6 million primarily due to the increase in debt balances and less capitalized interest related to recently completed hotel development projects as compared with the 2019 period.

Corporate

Corporate operations consist primarily of investment income at the Parent Company, operating results of Altium Packaging, Parent Company interest expense and other Parent Company administrative costs. 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 limited partnership investments and the trading portfolio held at the Parent Company.

The following table summarizes the results of operations for Corporate for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ as presented in Note 1412 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Three Months Ended March 31													2021			2020
(In millions)

Revenues:
Net investment income (loss)	$	110		$	33		$	(56	)	$	117		$	46		$	(166	)
Investment loss		(1,211	)					(1,211	)
Operating revenues and other		244			223			501			439			281			257
Total		(857	)		256			(766	)		556			327			91
Expenses:
Operating and other		260			245			528			476			308			268
Interest		32			27			63			54			48			31
Total		292			272			591			530			356			299
Income (loss) before income tax		(1,149	)		(16	)		(1,357	)		26
Loss before income tax														(29	)		(208	)
Income tax (expense) benefit		241			3			284			(5	)		(31	)		43
Net income (loss) attributable to Loews Corporation	$	(908	)	$	(13	)	$	(1,073	)	$	21
Net loss attributable to Loews Corporation													$	(60	)	$	(165	)

Net investment income for the Parent Company ~~increased $77 million~~ for the three months ended ~~June 30, 2020~~March 31, 2021 was $46 million as compared with a loss of $166 million for the ~~2019~~comparable 2020 period, primarily due to improved ~~performance of~~results from equity based investments in the Parent Company trading portfolio. Net investment loss was $56 million for the six months ended June 30, 2020 as compared with net investment income of $117 million in the 2019 period as a result of the significant decline in equity based investments in response to the COVID-19 pandemic and related containment measures.

Investment loss of $1.2 billion ($957 million after tax) for the three and six months ended June 30, 2020 was due to the loss recognized upon deconsolidation of Diamond Offshore as a result of its Chapter 11 Filing.

Operating revenues and other include Altium Packaging revenues of ~~$244~~$280 million and ~~$223~~$256 million for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and $500 million and $437 million for the six months ended June 30, 2020 and 2019.~~2020. The increase of ~~$21~~$24 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019~~comparable 2020 period reflects ~~an increase of $25 million related to acquisitions in 2019, partially offset by the pass-through effect of lower~~higher year-over-year resin prices and ~~lower volumes. The increase of $63 million for the six months ended June 30, 2020 as compared with the 2019 period reflects~~ an increase of ~~$60~~$7 million related to ~~acquisitions~~an acquisition in ~~2019 and higher volumes as a result of higher COVID-19 related demand in the first quarter of~~ 2020, ~~for household chemicals, water and beverage,~~ partially offset by lower volumes, primarily due to the ~~pass-through effect~~impact of ~~lower year-over-year resin prices.~~the winter storms in 2021. Altium Packaging’s contracts ~~generally~~with its customers provide for price adjustments for changes in resin ~~price changes to be passed through to its customers~~prices on a ~~short-term lag,~~prospective basis. Due to fluctuations in resin prices, over time resin raw material costs are generally ~~about one month. When a pass-through occurs, revenues and expenses generally change~~offset by the ~~same amount~~change in revenues, so that Altium Packaging’s gross ~~margin returns~~margins return to the same level as prior to the change in prices.

~~Index~~

Operating and other expenses include Altium Packaging operating expenses of ~~$236~~$279 million and ~~$222~~$246 million for the three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019 and $482 million and $428 million for the six months ended June 30, 2020 and 2019, which include depreciation and amortization expense.~~2020. The increase in operating expenses of ~~$14~~$33 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019~~comparable 2020 period is primarily due to the increase in resin prices, an increase of ~~$24~~$4 million related to ~~acquisitions~~an acquisition in ~~2019, partially offset by lower resin prices~~2020 and ~~lower volumes. The increase in operating~~increased labor costs.

Corporate Operating and other expenses ~~of $54~~were $29 million and $22 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and 2020. The increase of $7 million for the three months ended March 31, 2021 as compared with the ~~2019~~comparable 2020 period is primarily due to ~~acquisitions in 2019.~~legal and other corporate overhead expenses.

Interest expenses increased ~~$5 million and $9~~$17 million for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019 periods~~comparable 2020 period due to the May of 2020 issuance of the Parent Company’s $500 million aggregate principal amount of 3.2% senior notes due May 15, 2030 and ~~incremental borrowings associated with funding~~a charge of approximately $14 million to write off debt issuance costs for the early retirement of debt at Altium ~~Packaging’s 2019 acquisitions.~~Packaging in the current year period.

Index

~~Diamond Offshore~~

~~Contract drilling revenues were $69 million and $207~~Income tax expense was $31 million for the three months ended ~~June 30, 2020 and 2019 and $287 million and $434~~March 31, 2021 as compared with an income tax benefit of $43 million for the ~~six~~comparable 2020 period. The income tax expense for the three months ended ~~June 30,~~March 31, 2021 is primarily due to the recognition of a $35 million deferred tax liability resulting from the asset held for sale designation of Altium Packaging related to the sale of 47% of the Company’s interest in Altium Packaging. For more information on the sale see Note 2 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

Diamond Offshore

Amounts presented for Diamond Offshore for the three months ended March 31, 2020 reflect the period prior to its deconsolidation in the second quarter of 2020. Contract drilling revenues were $218 million and ~~2019.~~ Contract drilling expenses were ~~$69 million and $225~~$185 million for the three months ended June 30, 2020 and 2019 and $254 million and $392 million for the six months ended June 30, 2020 and 2019. Results for the three and six months ended June 30, 2020 noted above, and included in our Consolidated Condensed Financial Statements, reflect only the periods through the April 26, 2020 deconsolidation and also reflect lower average daily revenue earned as compared with the 2019 periods.March 31, 2020. Operating and other expenses ~~for the six months ended June 30, 2020 includes~~include an aggregate asset impairment charge of $774 million ($408 million after tax and noncontrolling interests) recognized in the first quarter of 2020. For more information on the deconsolidation of Diamond Offshore see Note 2 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

Parent Company

Parent Company cash and investments, net of receivables and payables, totaled $3.6 billion at ~~June 30, 2020~~March 31, 2021 as compared to ~~$3.3~~$3.5 billion at December 31, ~~2019.~~2020. During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we received ~~$665~~$275 million in dividends from CNA, including a special dividend of ~~$485~~$182 million. We also received a $199 million dividend from Altium Packaging in February of 2021. Cash outflows during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 included the payment of ~~$491~~$280 million to fund treasury stock purchases, ~~$36~~$17 million of cash dividends to our shareholders ~~$87~~and $32 million of cash contributions to Loews Hotels & ~~Co and $19 million to purchase common shares of CNA.~~Co. On April 1, 2021, Loews Corporation ~~anticipates providing Loews Hotels & Co additional capital support during the remainder of 2020.~~sold its 47% interest in Altium Packaging to GIC and received approximately $420 million in cash consideration, subject to expenses and post-closing adjustments. 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 Registration Statement on file with the Securities and Exchange Commission (“SEC”) registering the future sale of an unlimited amount of our debt and equity securities from time to time. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees.

In May of 2020, we completed a public offering of $500 million aggregate principal amount of 3.2% senior notes due May 15, 2030. The proceeds of this offering are available for general corporate purposes.

Depending on market and other conditions, we may purchase our shares and shares of our subsidiaries outstanding common stock in the open market or otherwise. During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we purchased ~~10.7~~5.6 million shares of Loews Corporation common stock. As of April 30, 2021, we had purchased an additional 0.6 million shares of Loews Corporation common stock ~~and 564,430~~in 2021 at an aggregate cost of $32 million. As of April 30, 2021, there were 263,175,591 shares of ~~CNA~~Loews Corporation common ~~stock.~~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

Related to the COVID-19 pandemic and efforts to mitigate the spread of the virus, CNA cash flows have been and may continue to be adversely impacted by lower premium volumes, suspensions and cancellations of policies, return of premiums or premium refunds, and increased claim and defense cost payments. At this time, CNA does not believe these impacts would give rise to a material liquidity concern given its overall liquid assets and anticipated future cash flows.

CNA’s cash provided by operating activities was ~~$650~~$82 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~$514~~$212 million for the ~~six months ended June 30, 2019.~~comparable 2020 period. The ~~increase~~decrease in cash provided by operating activities was driven by

~~Index~~

the payment of the EWC LPT premium, partially offset by lower net claim payments and an increase in premiums ~~collected and lower income taxes paid, partially offset by a lower level~~collected. For further information on the EWC LPT see Note 5 of ~~distributions from limited partnerships.~~the Notes to Consolidated Condensed Financial Statements included under Item 1.

CNA paid ~~dividends~~a quarterly cash dividend of ~~$2.74~~$0.38 per share on its common stock ~~including~~and a special cash dividend of ~~$2.00~~$0.75 per share on its common stock in the ~~six months ended June~~first quarter of 2021. On April 30, ~~2020. On July 31, 2020,~~2021, CNA’s Board of Directors declared a quarterly cash dividend of ~~$0.37~~$0.38 per share, payable ~~September~~June 3, ~~2020~~2021 to shareholders of record on ~~August~~May 17, ~~2020.~~2021. 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 has an effective shelf registration statement under which it may publicly issue debt, equity or hybrid securities from time to time.~~

Dividends 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

Index

well as the timing and amount of dividends paid in the preceding 12 months. Additionally, ordinary dividends may only be paid from earned surplus, which is calculated by removing unrealized gains from unassigned surplus. As of ~~June 30, 2020,~~March 31, 2021, CCC was in a positive earned surplus position. CCC paid dividends of ~~$815~~$330 million and ~~$805~~$670 million during the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019.~~2020. 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.

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

Boardwalk Pipelines’ cash provided by operating activities ~~decreased $45~~increased $40 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 compared to the ~~2019~~comparable 2020 period, primarily due to the change in net ~~income and the timing of receivables and accrued liabilities.~~income.

For the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ Boardwalk Pipelines’ capital expenditures were ~~$246~~$53 million and ~~$180~~$101 million, consisting primarily of a combination of growth and maintenance capital.

As of ~~June 30, 2020,~~March 31, 2021, Boardwalk Pipelines had ~~$215~~$10 million of outstanding borrowings under its credit facility. As of ~~July 31, 2020,~~April 30, 2021, Boardwalk Pipelines had ~~$240 million of~~no outstanding borrowings and approximately ~~$1.2~~$1.5 billion of available borrowing ~~capacity~~ under its credit facility. Boardwalk Pipelines anticipates that its existing capital resources, including its ~~revolving~~ credit facility and cash flows from operating activities, will be adequate to fund its operations and capital expenditures for ~~2020.~~2021. Boardwalk Pipelines has an effective shelf registration statement on file with the SEC under which it may publicly issue debt securities, warrants or rights from time to time.

Certain of the hotels wholly or partially owned by Loews Hotels & Co are financed by debt facilities, with a number of different lenders. Each of the loan agreements underlying these facilities contain a variety of financial and operational covenants. As a result of the impacts of COVID-19, Loews Hotels & Co has proactively requested certain lenders, where applicable, to (1) temporarily waive certain covenants to avoid an event of default and/or further restriction of the hotel’s cash balances through the establishment of lockboxes and other measures; (2) temporarily allow funds previously restricted directly or indirectly under the hotel’s underlying loan agreement for the renewal, replacement and addition of building improvements, furniture and fixtures to be used instead for hotel operations and maintenance; ~~(3) allow hotels under development to defer required completion and opening dates;~~ and/or ~~(4)~~(3) defer certain interest and/or principal payments while the hotels operations are temporarily suspended or significantly impacted by a decline in occupancy. Loews Hotels & Co also continues to work with lenders on loans that are being reviewed for ~~extension under the applicable loan agreements, even under current circumstances.~~extension. These discussions with lenders are ongoing and may require Loews Hotels & Co to make principal paydowns or provide guaranties of a subsidiary’s debt to otherwise avoid an event of default. Through the date of this Report, ~~there are no loans where a lender has notified~~ Loews Hotels & Co is not in default on any of ~~an event of default.~~its loans.

Additionally, due to temporary suspension of operations and lost revenues in certain joint venture entities, Loews Hotels & Co has received capital call notices in accordance with the underlying joint venture agreements to support the properties’ operations. Through ~~July 31, 2020,~~April 30, 2021, Loews Hotels & Co funded approximately ~~$27~~$13 million to these joint ventures in ~~2020.~~2021. Additional capital calls are anticipated from certain joint ventures during 2021 and will depend on future occupancy levels and cash needs.

Through ~~July 31, 2020,~~April 30, 2021, Loews Hotels & Co received capital contributions of ~~$112~~$32 million from Loews Corporation. Additional funding from Loews Corporation during the remainder of ~~2020~~2021 will be needed and will depend on numerous factors, including how quickly properties are able to return to sustainable operating ~~levels.~~levels as well as any strategically aligned development opportunities.

On February 3, 2021, Altium Packaging entered into a $1.05 billion seven-year secured term loan. The term loan is a variable rate facility which bears interest at a floating rate equal to the London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 2.75%, subject to a 0.5% LIBOR floor. The proceeds were used to pay the outstanding principal balances of its variable rate term loans and lending facility and a dividend of $200 million.

~~Index~~

INVESTMENTS

Investment activities of 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. These types of investments generally present greater volatility, less liquidity and greater risk than fixed income investments and are included within Results of Operations – Corporate.

Index

We enter into short sales and invest in certain derivative instruments that are used for asset and liability management activities, income enhancements to the portfolio management strategy and to benefit from anticipated 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. We mitigate the risk of non-performance by monitoring the creditworthiness of counterparties and diversifying derivatives by using multiple counterparties. We occasionally require collateral 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.

The financial market disruption in the first quarter of 2020 significantly impacted CNA’s investment portfolio. Losses from its limited partnership and common and preferred equity portfolios, as well as the recognition of impairment losses on certain fixed maturity holdings, negatively impacted net income for the three months ended March 31, 2020. While financial markets have partially recovered during the second quarter of 2020, there could be continued volatility in its investment portfolio.

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				Six Months Ended
	June 30,				June 30,
	2020		2019		2020			2019
Three Months Ended March 31										2021		2020
(In millions)

Fixed income securities:
Taxable fixed income securities	$	360	$	385	$	731		$	768	$	359	$	371
Tax-exempt fixed income securities		80		80		158			162		80		78
Total fixed income securities		440		465		889			930		439		449
Limited partnership investments		44		37		(26	)		113		43		(70	)
Common stock		40		6		(15	)		26		18		(55	)
Other, net of investment expense		10		7		15			17		4		5
Pretax net investment income	$	534	$	515	$	863		$	1,086
Fixed income securities after tax and noncontrolling interests	$	323	$	341	$	651		$	681
Net investment income after tax and noncontrolling interests	$	385	$	376	$	634		$	791
Net investment income										$	504	$	329

Effective income yield for the fixed income securities
portfolio, before tax 4.6 % 4.8 % 4.6 % 4.8 %
Effective income yield for the fixed income securities
portfolio, after tax 3.8 % 3.9 % 3.8 % 3.9 %
Limited partnership and common stock return 5.0 % 2.1 % (2.3 )% 6.8 %

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Effective income yield for the fixed income securities portfolio			4.4	%			4.6	%
Limited partnership and common stock return			3.4	%			(7.0	)%

CNA’s ~~pretax~~ net investment income for the three months ended ~~June 30, 2020~~March 31, 2021 increased ~~$19~~$175 million as compared with the ~~2019~~comparable 2020 period, driven by increased limited partnership and common stock returns offset by lower yields on the fixed income portfolio. The limited partnership returns for the three months ended June 30, 2020 include limited partnerships representing 55% reporting on a current basis with no reporting lag and 45% reporting on a lag, primarily three months or less. Limited partnerships reporting on a current basis include substantially all of CNA’s hedge funds.

CNA’s pretax net investment income decreased $223 million for the six months ended June 30, 2020 as compared with the 2019 period, driven by limited partnership and common stock returns and lower yields in the fixed income portfolio.returns.

Investment Gains (Losses)

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Three Months Ended March 31													2021			2020
(In millions)

Investment gains (losses):
Fixed maturity securities:
Corporate and other bonds	$	(40	)	$	(7	)	$	(119	)	$	(7	)	$	36		$	(79	)
States, municipalities and political subdivisions		33			4			33			12			(1	)
Asset-backed		24						28			(14	)		3			4
Total fixed maturity securities		17			(3	)		(58	)		(9	)		38			(75	)
Non-redeemable preferred stock		63			11			(70	)		53			2			(133	)
Short term and other		(11	)		(6	)		(19	)		(11	)		17			(8	)
Total investment gains (losses)		69			2			(147	)		33			57			(216	)
Income tax (expense) benefit		(16	)		(1	)		30			(9	)		(8	)		46
Amounts attributable to noncontrolling interests		(6	)					12			(2	)		(5	)		18
Investment gains (losses) attributable to Loews Corporation	$	47		$	1		$	(105	)	$	22
Net investment gains (losses) attributable to Loews Corporation													$	44		$	(152	)

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CNA’s investment gains (losses) increased ~~$67~~$273 million for the three months ended ~~June 30, 2020~~March 31, 2021 as compared with the ~~2019 period. The increase was~~comparable 2020 period driven by the favorable relative change in fair value of non-redeemable preferred stock and ~~higher net realized investment gains on sales of fixed maturity securities. Pretax~~lower impairment ~~losses of $11 million on available-for-sale securities were recognized in the current quarter.~~

CNA’s investment gains (losses) decreased $180 million for the six months ended June 30, 2020 as compared with the 2019 period. The decrease was driven by higher impairment losses and the unfavorable change in fair value of non-redeemable preferred stock. Pretax impairment losses of $103 million on available-for-sale securities and $13 million of credit losses on mortgage loans were recognized for the six months ended June 30, 2020.losses.

Further information on CNA’s investment gains and losses is set forth in Note 3 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

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Portfolio Quality

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

	June 30, 2020					December 31, 2019				March 31, 2021				December 31, 2020
			Net					Net				Net				Net
			Unrealized					Unrealized				Unrealized				Unrealized
	Estimated		Gains			Estimated		Gains		Estimated		Gains		Estimated		Gains
	Fair Value		(Losses)			Fair Value		(Losses)		Fair Value		(Losses)		Fair Value		(Losses)
(In millions)

U.S. Government, Government agencies and
Government-sponsored enterprises	$	3,997	$	149		$	4,136	$	95	$	3,149	$	36	$	3,672	$	117
AAA		3,599		443			3,254		349		3,589		385		3,627		454
AA		6,717		920			6,663		801		7,221		802		7,159		1,012
A		9,257		1,218			9,062		1,051		9,380		1,057		9,543		1,390
BBB		16,867		1,742			16,839		1,684		17,692		1,920		18,007		2,596
Non-investment grade		2,338		(38	)		2,253		101		2,548		131		2,623		149
Total	$	42,775	$	4,434		$	42,207	$	4,081	$	43,579	$	4,331	$	44,631	$	5,718

As of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, 1% of CNA’s fixed maturity portfolio was rated internally. AAA rated securities included $1.9 billion and ~~$1.5~~$1.8 billion of ~~pre-funded~~pre-refunded municipal bonds as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020.

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

			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
June 30, 2020	Fair Value		Losses
March 31, 2021					Fair Value		Losses
(In millions)

U.S. Government, Government agencies and
Government-sponsored enterprises	$	7			$	1,631	$	47
AAA		40	$	1		202		9
AA		238		9		896		29
A		919		35		1,096		33
BBB		1,729		111		1,372		47
Non-investment grade		1,139		116		364		17
Total	$	4,072	$	272	$	5,561	$	182

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The following table presents the maturity profile for these available-for-sale fixed maturity securities. Securities not due to mature on a single date are allocated based on weighted average life:

			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
June 30, 2020	Fair Value		Losses
March 31, 2021					Fair Value		Losses
(In millions)

Due in one year or less	$	158	$	16	$	135	$	5
Due after one year through five years		1,154		73		672		21
Due after five years through ten years		2,168		136		3,090		82
Due after ten years		592		47		1,664		74
Total	$	4,072	$	272	$	5,561	$	182

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

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and global economic conditions, are some of the factors that enter into an investment decision. CNA also continually monitors exposure to issuers of securities held and broader industry sector exposures and may from time to time adjust such exposures based on its views of a specific issuer or industry sector.

A further consideration in the management of CNA’s investment portfolio is the characteristics of the corresponding liabilities and the ability to align the duration of the portfolio to those liabilities and to meet future liquidity needs, minimize interest rate risk and maintain a level of income sufficient to support the underlying insurance liabilities. For portfolios where future liability cash flows are determinable and typically long term in nature, CNA segregates investments for asset/liability management purposes. The segregated investments support the long term care and structured settlement liabilities in Other Insurance Operations.

The effective durations of CNA’s fixed income securities and short term investments are presented in the following table. Amounts presented are net of payable and receivable amounts for securities purchased and sold, but not yet settled.

	June 30, 2020			December 31, 2019			March 31, 2021			December 31, 2020
	Estimated Fair Value		Effective Duration (Years)	Estimated Fair Value		Effective Duration (Years)	Estimated Fair Value		Effective Duration (Years)	Estimated Fair Value		Effective Duration (Years)
(In millions of dollars)

Investments supporting Other Insurance Operations	$	18,370	8.8	$	18,015	8.9	$	17,952	9.1	$	18,518	9.2
Other investments		26,165	4.1		26,813	4.1		27,666	4.9		28,839	4.5
Total	$	44,535	6.0	$	44,828	6.0	$	45,618	6.5	$	47,357	6.3

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, ~~2019.~~2020.

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Short Term Investments

The carrying value of the components of CNA’s Short term investments are presented in the following table:

	June 30,		December 31,		March 31,		December 31,
	2020		2019		2021		2020
(In millions)

Short term investments:
Commercial paper			$	1,181
U.S. Treasury securities	$	1,251		364	$	1,109	$	1,702
Other		207		316		225		205
Total short term investments	$	1,458	$	1,861	$	1,334	$	1,907

~~Beginning in early March and continuing into the second quarter of 2020, CNA shifted its commercial paper holdings to U.S. Treasury securities.~~

~~In addition to short term investments, CNA held $586 million and $242 million of cash as of June 30, 2020 and December 31, 2019.~~

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 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, ~~2019~~2020 for further information.

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ACCOUNTING STANDARDS UPDATE

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.

FORWARD-LOOKING STATEMENTS

Investors are cautioned that certain statements contained in this Report as well as in other 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 II, Item 1A, Risk Factors in this Report and Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December ~~31, 2019, Part II, Item 1A, Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March~~ 31, 2020 and in our other filings with the SEC, could cause our 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 expressly disclaim any obligation or undertaking to update these statements to reflect any change in our 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 ~~June 30, 2020.~~March 31, 2021. 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, ~~2019~~2020 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.

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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 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 ~~June 30, 2020.~~March 31, 2021.

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 ~~June 30, 2020~~March 31, 2021 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 1210 to the Consolidated Condensed Financial Statements included under Part I, Item 1.

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I~~Item~~tem 1A. Risk Factors.

Our Annual Report on Form 10-K for the year ended December 31, ~~2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2020 ~~include~~includes a detailed discussion of certain risk factors facing the company. ~~The information presented~~Except as described below, ~~updates and supplements such~~there have been no material changes to the risk factors ~~and should be read~~previously disclosed in ~~conjunction with the Risk Factors included under~~ Part I, Item 1A, Risk Factors of our Annual Report on Form 10-K for the year ended December ~~31, 2019 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March~~ 31, 2020.

Risks Related to Us and Our Subsidiary, CNA Financial Corporation (“CNA”)

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

CNA’s business is highly dependent upon its ability to perform, in an efficient and uninterrupted manner, through its employees or vendor relationships, necessary business functions (such as internet support and 24-hour call centers), processing new and renewal business and processing and paying claims and other obligations. CNA’s or its vendors’ facilities and systems could become unavailable, inoperable, or otherwise impaired from a variety of causes, including natural events, such as hurricanes, tornadoes, windstorms, earthquakes, severe winter weather and fires, or other events, such as explosions, terrorist attacks, computer security breaches or cyber attacks, riots, hazardous material releases, medical epidemics or pandemics, utility outages, interruptions of CNA’s data processing and storage systems or the systems of third-party vendors, or unavailability of communications facilities. An interruption of CNA’s system availability occurred in March of 2021 as a result of a cybersecurity attack sustained by CNA. Please refer to following risk factor for further information regarding this incident.

Likewise, CNA could experience a significant failure, interruption or corruption of one or more of its vendors’ information technology, telecommunications, or other systems for various reasons, including significant failures or interruptions that might occur as existing systems are replaced or upgraded. The ~~coronavirus disease (“COVID-19”) pandemic~~shut-down or unavailability of one or more of CNA’s or its vendors’ systems or facilities for these and ~~measures~~other reasons could significantly impair CNA’s ability to ~~mitigate~~perform critical business functions on a timely basis.

In addition, because CNA’s information technology and telecommunications systems interface with and depend on third-party systems, CNA could experience service denials if demand for such service exceeds capacity or a third-party system fails or experiences an interruption. If sustained or repeated, such events could result in a deterioration of CNA’s ability to write and process new and renewal business, provide customer service, pay claims in a timely manner, or perform other necessary business functions, including the ~~spread~~ability to issue financial statements in a timely manner.

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The foregoing risks could also expose CNA to monetary and reputational damages. Potential exposures resulting from the March of 2021 cybersecurity attack, described in the ~~virus~~following risk factor, as well as any future incidents may include substantially increased compliance costs and required computer system upgrades and security-related investments. If CNA’s business continuity plans or system security do not sufficiently address these risks, they could have ~~resulted in significant risk across CNA’s enterprise, which have had, and may continue to have,~~a material adverse ~~impacts~~effect on ~~its~~CNA’s business, results of operations and financial ~~condition, the extent of which cannot be determined with any certainty at this time.~~condition.

~~The COVID-19 outbreak, and actions seeking to mitigate~~Based on the ~~spread~~information currently known, CNA does not believe that the March of the virus, accelerated in both breadth and scope through the month of February 2020, with the World Health Organization declaring it a pandemic on March 11, 2020. The situation has continued to evolve exponentially with implicated exposures increasing given sustained uncertainties across the global marketplace. Both the extensiveness of the pandemic itself, as well as the measures taken to mitigate the virus spread globally, are unprecedented and their effects continue to be pervasive. In many geographic locations, the virus’ spread continues to accelerate. Areas where the virus has largely been brought under control continue to be at risk of a second wave. Accordingly, it remains the case that several months past the initial identification of the threat, all of the direct and indirect consequences and implications of COVID-19 and measures to mitigate its spread are not yet known and may not emerge for some time.

~~Risks presented by the ongoing effects of COVID-19 that are known at this time include the following:~~

~~Broad economic impact~~: The economic effect of the pandemic has been broad in nature and has significantly impacted business operations across all industries, including CNA. Depressed economic conditions have led to and may continue to lead to decreased insured exposures causing CNA to experience declines in premium volume, especially for lines of business that are sensitive to rates of economic growth and those that are impacted by audit premium adjustments. Significant decreases in premium volume directly and adversely impacts CNA’s underwriting expense ratio. In addition, certain customers, across a broad spectrum of industries and markets, have been and continue to be impacted by lost business, which may affect CNA’s ability to collect amounts owed by policyholders. CNA recorded a decrease in its estimated audit premiums during the second quarter of 2020 impacting its net earned premium and if general economic conditions do not improve in the latter half of 2020 or thereafter, CNA’s net written premiums and net earned premiums may continue to be depressed, which may2021 cybersecurity attack will have a material impact on its business, results of operations or financial condition. However, no assurances can be given, and CNA may be subject to future incidents that could have a material adverse effect or result in operational impairments and financial ~~condition, the extent of which cannot be determined with any certainty at this time.~~

~~While CNA’s~~ losses, incurred during the first six months of 2020 related to COVID-19 and measures to mitigate its spread represent CNA’s best estimate of its ultimate insurance losses resulting from events occurring in the first six months of 2020 due to the pandemic and the consequent economic crisis given the unprecedented nature of this event, a high level of uncertainty exists as to the potential impact on insurance losses from these events or other events that might occur for the remainder of the year and thereafter. The scope, duration and magnitude of the direct and indirect effects continue to rapidly evolve, and could materially impact CNA’s ultimate loss estimate, including in lines of business where losses have already been incurred, as well as ~~the potential for impacts in other lines unknown at this time. Continued spread of the virus as well as additional or extended shelter in place restrictions and business closures, could cause CNA~~significant harm to ~~experience additional COVID-19 related catastrophe losses in future quarters, which could be material.~~its reputation.

~~Financial markets~~Any significant breach in CNA’s data security infrastructure could disrupt business, cause financial losses and ~~investments:~~damage its reputation, and insurance coverage may not be available for claims related to a breach.

A significant breach of CNA’s data security infrastructure may result from actions by its employees, vendors, third-party administrators, or unknown third parties or through cyber attacks. The ~~COVID-19 pandemic has also significantly impacted financial markets. As investors have embarked on~~risk of a ~~flight~~breach can exist whether software services are in CNA’s data centers or CNA uses cloud-based software services.

Such a breach could affect CNA’s data framework or cause a failure to ~~quality, risk free rates have decreased. In addition, liquidity concerns~~protect the personal information of its customers, claimants or employees, or sensitive and overall economic uncertainties drove increased volatility in credit spreads and equity markets. While government actions to date have provided some stability to financial markets, economic prospects in the short term continue to be depressed and CNA remains in a historically low interest rate environment. The unabated spread of the virus and the extension of efforts to mitigate the spread in numerous geographic areas, particularly in the U.S., will continue to cause substantial uncertainty on the timing and strength of any economic recovery and could continue to impact CNA’s investment portfolio results and valuations,confidential information regarding its business and may result in ~~additional volatility or~~operational impairments and financial losses, as well as significant harm to its reputation. The breach of confidential information also could give rise to legal liability and regulatory action under data protection and privacy laws, as well as evolving regulation in ~~its investment portfolio, which could be material.~~

~~The value~~this regard. Any such breach of CNA’s ~~fixed maturity investments is subject to risk that certain investments may default or become~~

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~~impaired due to deterioration in the financial condition of issuers of the investments it holds or in the underlying collateral of the~~data security or loan, particularly in industries heavily impacted by COVID-19 and mitigating actions, including energy, retail, travel, entertainment, and real estate. CNA’s municipal bond portfolio is also subject to risks of default by state and local governments and agencies that are under increased strain related to the pandemic.

~~These significant financial market disruptions may~~infrastructure could have a material ~~impact~~adverse effect on ~~CNA’s~~its business, results of operations and financial ~~condition,~~condition.

CNA sustained a sophisticated cybersecurity attack in March of 2021 involving ransomware that caused a network disruption and impacted certain of its systems. Promptly upon detection, CNA undertook steps to address the incident, including engaging a team of third-party forensic experts and notifying law enforcement and key regulators. As of the date of this report, CNA has restored network systems and resumed normal operations. CNA is continuing to assess the full extent of ~~which cannot be determined with any certainty at this time.~~

~~Claims and related litigation: Claim activity and related litigation has increased, and may continue to increase significantly, in certain lines of business as a result of~~ the ~~pandemic and mitigating actions. CNA has experienced, and is likely to continue to experience, increased frequency in claim submissions in product lines that are implicated by~~impact from the ~~virus and the mitigating activities taken by its customers and governmental authorities in response to its spread,~~incident, as well as ~~increased litigation~~determining any additional actions it may take to improve its existing systems.

Although the investigation is ongoing, should CNA determine that personal information was impacted, it is possible that notification to individuals, other parties and/or regulators may be required based on applicable law. As a result or otherwise related to denial of claims based on policy coverage. These lines include primarily healthcare professional liability and workers’ compensation, as well as commercial property-related business interruption coverage, management liability (directors and officers, employment practices, and professional liability lines) and trade credit. In addition, CNA’s surety lines may continue to experience increased losses, particularly in construction surety, where there is significant risk that contractors will be adversely and materially impacted by general economic conditions.the incident, CNA ~~has recorded significant losses in these areas in the first half of 2020 and may experience continued losses, which could be material.~~

Increased frequency or severity in any or all of the foregoing lines, or others where the exposure has yet to emerge, may have a material impact on CNA’s business, results of operations and financial condition, the extent of which cannot be determined with any certainty at this time.

CNA has also begun to incur substantial expenses related to litigation activity in connection with COVID-related legal claims. These actions primarily relate to denial of claims submitted as a result of the pandemic and the mitigating actions under commercial property policies for business interruption coverage, including lockdowns and closing of certain businesses. The significance of such litigation, both in substance and volume, and the resultant activities CNA has initiated, including external counsel engagement, and the costs related thereto, may have a material impact on CNA’s business, results of operations and financial condition, the extent of which cannot be determined with any certainty at this time.

~~Regulatory impact~~: The regulatory environment is rapidly evolving in direct response to the pandemic and the mitigating actions being taken. Numerous regulatory authorities to which CNA’s business is subject have implemented or are contemplating broad and significant regulations restricting and governing insurance company operations during the pandemic crisis. Such actions include, but are not limited to, premium moratoriums, premium refunds and reductions, restrictions on policy cancellations and potential legislation-driven expansion of policy terms. To date, certain state authorities have ordered premium refunds and certain regulatory and legislative bodies have proposed requiring insurers to cover business interruption under policies that were not written to provide for such coverage under the current circumstances. In addition, certain states have directed expansion of workers’ compensation coverage through presumption of compensability of claims for a broad category of workers. This highly fluid and challenging regulatory environment, and the new regulations CNA is now, and may be subject to subsequent investigations, claims or actions in addition to other costs, fines, penalties, or other obligations.

Although CNA maintains cybersecurity insurance coverage insuring against costs resulting from cyber attacks (including the attack described above), it is possible losses may exceed the amount available under CNA’s coverage and its coverage policy may not cover all losses. Further, future cybersecurity insurance coverage may be difficult to obtain or may only be available at significantly higher costs to CNA.

Based on the information currently known, CNA does not believe that the March of 2021 cybersecurity attack will have a material impact on its business, results of operations or financial condition. However, no assurances can be given, and CNA may be subject to future incidents that could have such a material adverse effect or may result in operational impairments and financial ~~condition, the extent of which cannot be determined with any certainty at this time.~~

~~Risks Related to Us and Our Subsidiary, Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”)~~

~~The outbreak of COVID-19 and the measures to mitigate the spread of COVID-19 could materially adversely affect Boardwalk Pipelines’ business, financial condition and results of operations.~~

~~The recent outbreak of COVID-19 is materially negatively impacting worldwide economic and commercial activity and financial markets,~~losses, as well as ~~global demand for oil and petrochemical products. COVID-19 has also resulted in~~ significant business and operational disruptions, including business closures, supply chains disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces. If significant portions of Boardwalk Pipelines’ workforce are unableharm to work effectively, including because of illness, quarantines, government actions, facility closures or other restrictions in connection with COVID-19, Boardwalk Pipelines’ business could be materially adversely affected. Boardwalk Pipelines may also be unable to perform fully on its contracts and its costs may increase as a result of the COVID-19 outbreak. These cost increases may not be fully recoverable. It is possible that the continued spread of COVID-19 could also further cause disruption in Boardwalk Pipelines’ customers’ business; cause delay, or limit the ability of its customers to perform, including making timely payments to Boardwalk Pipelines; and cause other unpredictable events. The impact of COVID-19 has impacted capital markets, which may impact Boardwalk Pipelines’ customers’ financial position, and recoverability of its receivables from its customers may be atCNA’s reputation.

6044

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risk. The full impact of COVID-19 is unknown and is rapidly evolving. The extent to which COVID-19 negatively impacts Boardwalk Pipelines’ business and operations will depend on the severity, location and duration of the effects and spread of COVID-19, the actions undertaken by federal, state and local governments and health officials to contain the virus or treat its effects, and how quickly and to what extent economic conditions improve and normal business and operating conditions resume.

~~Boardwalk Pipelines is exposed to credit risk relating to default or bankruptcy by its customers.~~

Credit risk relates to the risk of loss resulting from the default by a customer of its contractual obligations or the customer filing bankruptcy. Boardwalk Pipelines has credit risk with both its existing customers and those supporting its growth projects. Credit risk exists in relation to its growth projects, both because the expansion customers make long term firm capacity commitments to Boardwalk Pipelines for such projects and certain of those expansion customers agree to provide credit support as construction for such projects progresses. If a customer fails to post the required credit support or defaults during the growth project process, overall returns on the project may be reduced to the extent an adjustment to the scope of the project occurs or Boardwalk Pipelines is unable to replace the defaulting customer with a customer willing to pay similar rates. In 2019, Boardwalk Pipelines had an expansion customer declare bankruptcy for which it was able to use the credit support obtained during the growth project process to cover a portion of their remaining long-term commitment.

Natural gas producers comprise a significant portion of Boardwalk Pipelines’ revenues and have supported several of its growth projects. As of June 30, 2020, approximately 35% of Boardwalk Pipelines’ projected operating revenues under committed firm agreements will be generated from contracts with natural gas producers. During the first quarter of 2020, the prices of oil and natural gas declined significantly because of worldwide competition in the oil markets and continued increases in domestic oil and gas supplies. Should the prices of natural gas and oil remain at current levels for a sustained period of time or decline again, Boardwalk Pipelines could be exposed to increased credit risk associated with its producer customer group, including the increased risk of customers filing for bankruptcy protection, which could materially adversely impact its business.

Boardwalk Pipelines’ credit exposure also includes receivables for services provided, future performance under firm agreements and volumes of gas owed by customers for imbalances or gas loaned by Boardwalk Pipelines to them under certain no-notice and parking and lending services.

Changes in energy prices, including natural gas, oil and natural gas liquids and hydrocarbons (“NGLs”), impact the supply of and demand for those commodities, which could impact Boardwalk Pipelines’ business.

Boardwalk Pipelines’ customers, especially producers and certain plant operators, are directly impacted by changes in commodity prices. The prices of natural gas, oil and NGLs fluctuate in response to changes in both domestic and worldwide supply and demand, market uncertainty and a variety of additional factors, including for natural gas the realization of potential liquefied natural gas exports and demand growth within the power generation market. The declines in the pricing levels of natural gas, oil and NGLs prices experienced during the first quarter of 2020 and in recent history have adversely affected the businesses of Boardwalk Pipelines’ producer customers and historically, has reduced the demand for its services and could result in defaults or the non-renewal of its contracted capacity when existing contracts expire. The current erosion in commodity prices could affect the operations of certain of Boardwalk Pipelines’ industrial customers, including the temporary closure or reduction of plant operations, resulting in decreased deliveries to those customers. Future increases in the price of natural gas and NGLs could make alternative energy and feedstock sources more competitive and reduce demand for natural gas and NGLs. A reduced level of demand for natural gas and NGLs could reduce the utilization of capacity on Boardwalk Pipelines’ systems and reduce the demand for its services.

~~Risks Related to Us and Our Subsidiary, Loews Hotels Holding Corporation (“Loews Hotels & Co”)~~

The COVID-19 pandemic and efforts to mitigate the spread of the virus have had, and are expected to continue to have, a material adverse impact on Loews Hotels & Co’s results of operations, financial condition and cash flows.

In response to the spread of COVID-19, governments across the globe implemented measures to mitigate the spread, such as through city, regional or national lockdowns or stay-at-home orders, narrowly defined and widespread business closures, restrictions on travel, limitations on large group gatherings and quarantines, among others. Beyond the existence of governmental restrictions, the perception of health risks associated with COVID-19 continues to further limit business and leisure travel. Furthermore, theme parks in Orlando, Florida, which temporarily closed and reopened with capacity restrictions, now operate at reduced capacity levels. In addition, certain coastal beaches repeatedly have been ordered closed and professional sports leagues suspended or deferred the start of their seasons with no spectators anticipated to be permitted in attendance. The spread of the coronavirus, including its resurgence, and the containment

~~Index~~

efforts have had, and continue to have, macro-economic implications, including increased unemployment levels, declines in economic growth rates and possibly a global recession, the effects of which could be felt well beyond the time the spread of the virus is mitigated or contained. These developments have caused unprecedented disruptions to the global economy and normal business operations across sectors, including the hospitality industry that depends on active levels of business and leisure travel, very little of which is occurring in the current environment.

Loews Hotels & Co suspended operations at all but four hotels during the first half of 2020, two of which are owned properties and two of which are managed hotels. Along with the four Loews Hotels & Co hotels that remained open, 18 have reopened, 6 of which are owned properties, 9 are joint venture properties and 3 are managed; however, occupancy rates at all of these hotels remain substantially lower than those from the prior year, or even occupancy rates prior to March of 2020. As such, revenues have been substantially lower and may be insufficient to offset certain fixed costs, such as insurance and property taxes. The remaining hotels continue to be evaluated to determine when it is prudent to resume operations, which may not be until after 2020. The potential for the suspension or resuspension of operations at operating hotels varies by hotel property and will depend on numerous factors, many of which are outside Loews Hotels & Co’s control. In addition, as a result of the COVID-19 crisis, Loews Hotels & Co has had to implement a number of new measures for the health and safety of its guests and employees. These new measures, which may need to remain in place for the foreseeable future, have resulted and will continue to result in increased costs.

Given that Loews Hotels & Co owns and leases, relative to some of its competitors, a higher proportion of its hotel properties, compared to the number of properties that it manages for third-party owners, it may as a result of COVID-19 and mitigation measures face increased risks associated with mortgage debt, including the possibility of default, cash trap periods, the inability to draw further loan disbursements and reduced availability of replacement financing at reasonable rates or at all; difficulty reducing costs; declines in real estate values and potential additional impairments in the value of Loews Hotels & Co’s assets; and a limited ability to respond to market conditions by, for instance, restricting its growth strategy. In addition, uncertain or fluctuating real estate valuations and the inability for third party purchasers to obtain capital may prevent us from selling properties on acceptable terms.

While the duration of the COVID-19 outbreak and related financial impact cannot be estimated at this time, Loews Hotels & Co expects its results of operations, financial condition and cash flows will be materially adversely affected throughout 2020, and likely thereafter. The severity of the impact on Loews Hotels & Co will depend in large part on the duration of containment efforts, either mandated or voluntary, and the perceptions of health risks associated with COVID-19 related to business and leisure travel. In addition, once the COVID-19 outbreak is mitigated or contained, whenever that may be, historical travel patterns, both domestic and international, may continue to be disrupted either on a temporary basis or with longer term effects. For example, certain travel is dependent on commercial airlines restoring capacity, and their inability to restore full capacity could impact demand for Loews Hotels & Co’s services. Additionally, businesses now forced to rely on remote working and videoconferences may reduce the level of business travel both to save costs and to reduce the risk of exposure for their employees, and they may also seek alternatives to large public gatherings such as industry conferences. Leisure travelers may also be less inclined to travel or gather in large groups out of ongoing safety concerns, regardless of the lifting of mandated or recommended restrictions. In addition, with the expected adverse impact on jobs and the economy more broadly, at least in the short term, leisure travel will likely be further impacted due to economic reasons. Any of these trends could have continuing material adverse effects on Loews Hotels & Co’s results of operations, financial condition and cash flow.

As part of cost containment efforts, Loews Hotels & Co put a substantial number of its employees on unpaid leaves of absence or have severed them from the organization. When conditions warrant the resumption of operations that necessitate increased staffing levels, it may not be able to find or attract sufficient talent to fill the roles that have been furloughed or eliminated. Additionally, many of its service providers and suppliers have also put their employees on leaves of absence or have severed employees. Should they be unable to find or attract sufficient talent to fill the roles that they have furloughed or eliminated, Loews Hotels & Co may not have the requisite services or supplies available to resume operations at the time or in the manner of its choosing.

Loews Hotels & Co continues to evaluate spending and manage operating expenses, including eliminating non-essential spending, reducing costs related to marketing, sales, and technology and deferring planned renovations, all of which could impair its ability to compete effectively and harm its business. It has received and may receive additional demands or requests from labor unions that represent our employees, whether in the course of its periodic renegotiation of collective bargaining agreements or otherwise, for additional compensation, healthcare benefits, operational protocols or other terms that could increase costs, and could experience labor disputes or disruptions as it continues to implement mitigation plans. Some actions Loews Hotels & Co has taken, or may take in the future, to reduce costs for it or its third-party owners may negatively impact guest loyalty, owner preference, and its ability to attract and retain employees, and its reputation and market share may suffer as a result. Further, once the effects of the pandemic subside, the recovery period could be extended and certain operational changes, particularly with respect

~~Index~~

~~to enhanced health and safety measures, may continue to be necessary and could increase ongoing costs.~~

Hotels are buildings designed to remain open every hour of every day. As Loews Hotels & Co has not previously suspended the operations of its hotels (other than in connection with planned renovations) for an extended period of time, there may be mechanical systems that require material repair and maintenance to restart for hotels that remain under a suspension of operations, or for facilities and outlets within operational hotels that continue to not be utilized.

Loews Hotels & Co and its partners are constructing hotels in various markets. Those construction projects could be delayed as a result of COVID-19 and containment efforts associated with it, including those applicable to or affecting contractors, suppliers and inspectors required to review projects.

As a manager of hotels owned by joint ventures that Loews Hotels & Co invests in and by third parties, Loews Hotels & Co earns fees based on the revenues that those managed hotels generate. As a result of reduced revenues described above due to COVID-19 and mitigating measures, Loews Hotels & Co’s fee-based revenues are also materially reduced. These properties also have contracts that require payments by Loews Hotels & Co to preserve its management of the hotel if the hotel’s operating results do not achieve certain performance levels. These payments may be uneconomical for Loews Hotels & Co and lead to Loews Hotels & Co no longer managing one or more of those properties.

In properties in which Loews Hotels & Co has an ownership interest, Loews Hotels & Co leases space to third-party tenants and earns both fixed and variable amounts of rent, depending on each underlying lease arrangement. Some of these tenants informed Loews Hotels & Co that their operations are similarly impacted by COVID-19 business restrictions causing rent abatement periods in certain circumstances. In addition, variable rent, which is generally tied to the tenant’s sales, is materially adversely affected by the effects of the pandemic.

~~Risks Related to Us and Our Subsidiary, Altium Packaging LLC (“Altium Packaging”)~~

~~The COVID-19 pandemic may have an adverse impact on Altium Packaging.~~

Altium Packaging manufactures packaging that is used with products in critical infrastructure sectors, such as the pharmaceutical, household and industrial cleaning and food and beverage markets, and is thus an essential business as contemplated by state and local orders. It therefore continues to operate nearly all of its manufacturing facilities at full capacity to support those sectors. However, certain of Altium Packaging’s end markets, such as its commercial food services, institutional food and automotive customers, are being negatively impacted and its sales to those customers are being adversely affected. In addition, if widespread infections were to affect any of its facilities or workers, including those supporting critical infrastructure sectors, it may be required to temporarily shut down or otherwise modify the working conditions at such facilities to address the infections. Any such changes could cause Altium Packaging to be unable to meet demand from its customers if it cannot provide support from other facilities in its network.

~~Risks Related to Us and Our Subsidiaries Generally~~

~~The COVID-19 pandemic is having widespread impacts on the way we and our subsidiaries operate.~~

The spread of COVID-19 and mitigating measures has had, and continues to have, macroeconomic implications, including increased unemployment levels, declines in economic growth rates and possibly a global recession, the effects of which could be felt well beyond the time during which the spread of the virus is continuing. These developments have caused unprecedented disruptions to the global economy and normal business operations across sectors and countries, including the sectors and countries in which we and our subsidiaries operate. Because of the size and breadth of the pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and may not emerge for some time.

As a result of the COVID-19 pandemic workplace restrictions, both voluntary and those imposed by governmental authorities, large portions of our and our subsidiaries’ employees are working from home, which may disrupt their productivity. Similar workplace restrictions are in place at many of our and our subsidiaries’ critical vendors, which may result in interruptions in service delivery or failure by vendors to properly perform required services. In addition, having shifted to remote working arrangements and being more dependent on internet and telecommunications access and capabilities, we and our subsidiaries also face a heightened risk of cybersecurity attacks or data security incidents. We and our subsidiaries also self-insure our health benefits and therefore may experience increased medical claims as a result of the pandemic.

~~Index~~

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
share
(c) Total number of
shares purchased as
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)

April 1, 2020 -
April 30, 2020 N/A     N/A N/A N/A

May 1, 2020 -
May 31, 2020 200,000 $   28.58 N/A N/A

June 1, 2020 -
June 30, 2020 798,380     33.48 N/A N/A

Period

(a) Total number

of shares

purchased

(b) Average

price paid per

shares purchased as

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)

January 1, 2021 -

January 31, 2021

1,836,740

45.96

N/A

February 1, 2021 -

February 28, 2021

344,380

46.24

N/A

March 1, 2021 -

March 31, 2021

3,377,044

51.27

N/A

Index

Item 6. Exhibits.

	Exhibit
Description of Exhibit	Number

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

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

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: May 7, 2021	By:
~~Dated: August 3, 2020~~	~~By:~~	/s/ David B. Edelson
		DAVID B. EDELSON
		Senior Vice President and
		Chief Financial Officer
		(Duly authorized officer
		and principal financial
		officer)

6547

Six Months Ended June 30,	2020			2019
(In millions)

Operating Activities:

Net income (loss)	$	(1,890	)	$	621
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities, net		2,430			604
Changes in operating assets and liabilities, net:
Receivables		(574	)		(79	)
Deferred acquisition costs		(41	)		(47	)
Insurance reserves		1,181			203
Other assets		(280	)		(296	)
Other liabilities		(46	)		73
Trading securities		(340	)		(605	)
Net cash flow provided by operating activities		440			474

Investing Activities:

Purchases of fixed maturities		(5,356	)		(4,896	)
Proceeds from sales of fixed maturities		3,773			3,858
Proceeds from maturities of fixed maturities		1,622			1,374
Purchases of limited partnership investments		(90	)		(139	)
Proceeds from sales of limited partnership investments		259			559
Purchases of property, plant and equipment		(440	)		(505	)
Acquisitions					(256	)
Dispositions		11			136
Deconsolidation of Diamond Offshore		(483	)
Change in short term investments		526			6
Other, net		(147	)		(93	)
Net cash flow (used) provided by investing activities		(325	)		44

Financing Activities:

Dividends paid		(36	)		(38	)
Dividends paid to noncontrolling interests		(78	)		(78	)
Purchases of Loews Corporation treasury stock		(491	)		(478	)
Purchases of subsidiary stock from noncontrolling interests		(37	)		(16	)
Principal payments on debt		(465	)		(1,394	)
Issuance of debt		1,342			1,534
Other, net		(13	)		(15	)
Net cash flow provided (used) by financing activities		222			(485	)

Effect of foreign exchange rate on cash		(5	)		2

Net change in cash		332			35
Cash, beginning of period		336			405
Cash, end of period	$	668		$	440

Three months ended June 30, 2020	Corporate and Other Bonds			Asset- backed		Total
(In millions)

Allowance for credit losses:
Balance as of April 1, 2020	$	49		$	-	$	49
Additions to the allowance for credit losses:
For securities for which credit losses were not previously recorded		10			12		22
For available-for-sale securities accounted for as PCD assets		1					1

Reductions to the allowance for credit losses:
Securities sold during the period (realized)		1					1

Additional increases or (decreases) to the allowance for credit losses on securities that had an allowance recorded in a previous period		(20	)				(20	)
Total allowance for credit losses	$	39		$	12	$	51

As of June 30, 2020
(In millions)

A- to A++	$	2,717
B- to B++		926
Insolvent		4
Total voluntary reinsurance outstanding balance (a)	$	3,647

Six Months Ended June 30, 2019	CNA Financial			Boardwalk Pipelines			Loews Hotels & Co			Corporate			Diamond Offshore (a)			Total
(In millions)

Revenues:

Insurance premiums	$	3,627														$	3,627
Net investment income		1,086					$	1		$	117		$	4			1,208
Investment gains		33															33
Non-insurance warranty revenue		566															566
Operating revenues and other		13		$	673			365			439			456			1,946
Total		5,325			673			366			556			460			7,380

Expenses:

Insurance claims and policyholders’ benefits		2,709															2,709
Amortization of deferred acquisition costs		680															680
Non-insurance warranty expense		523															523
Operating expenses and other		563			404			319			476			618			2,380
Interest		89			91			10			54			61			305
Total		4,564			495			329			530			679			6,597
Income (loss) before income tax		761			178			37			26			(219	)		783
Income tax (expense) benefit		(141	)		(46	)		(12	)		(5	)		42			(162	)
Net income (loss)		620			132			25			21			(177	)		621
Amounts attributable to noncontrolling interests		(66	)											88			22
Net income (loss) attributable to Loews Corporation	$	554		$	132		$	25		$	21		$	(89	)	$	643

Six Months Ended June 30, 2019

Gross written premiums	$	3,425		$	1,965		$	611		$	6,001
Gross written premiums excluding third
party captives		1,485			1,891			611			3,987
Net written premiums		1,411			1,761			508			3,680
Net earned premiums		1,349			1,526			493			3,368
Net investment income		289			344			30			663
Core income		330			259			23			612

Other performance metrics:
Loss ratio excluding catastrophes
and development		60.2	%		61.9	%		58.5	%		60.7	%
Effect of catastrophe impacts		1.0			5.1			1.3			2.9
Effect of development-related items		(2.9	)		(0.3	)		2.7			(0.9	)
Loss ratio		58.3	%		66.7	%		62.5	%		62.7	%
Expense ratio		33.0			33.2			37.2			33.7
Dividend ratio		0.2			0.6						0.4
Combined ratio		91.5	%		100.5	%		99.7	%		96.8	%
Combined ratio excluding catastrophes
and development		93.4	%		95.7	%		95.7	%		94.8	%

Rate		3	%		3	%		6	%		4	%
Renewal premium change		6			5			4			5
Retention		89			86			69			84
New business	$	182		$	350		$	155		$	687

Effective income yield for the fixed income securities
portfolio, before tax	4.6	%	4.8	%	4.6	%	4.8	%
Effective income yield for the fixed income securities
portfolio, after tax	3.8	%	3.9	%	3.8	%	3.9	%
Limited partnership and common stock return	5.0	%	2.1	%	(2.3	)%	6.8	%

Period	(a) Total number of shares purchased	(b) Average price paid per share	(c) Total number of shares purchased as 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)

April 1, 2020 -
April 30, 2020	N/A	N/A	N/A	N/A

May 1, 2020 -
May 31, 2020	200,000	$ 28.58	N/A	N/A

June 1, 2020 -
June 30, 2020	798,380	33.48	N/A	N/A