UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

~~ORM~~

~~10-Q~~

~~[X]~~

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, ~~2019~~

2020

~~[ ]~~

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

667 Madison Avenue, New York, ~~N.Y~~.

NY 10065-8087

(Address of principal executive offices) (Zip Code)

(

~~212~~

)

(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)	~~Trading~~ ~~Symbol(s)~~	Name of each exchange on which registered
Common stock, , par value $0.01 per share	L	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 ☐
~~Yes~~ X		~~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 ☐
~~Yes~~ X Not Applicable ☐		~~No _____~~

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


Large accelerated filer X ☒		Accelerated filer ~~____~~☐		Non-accelerated filer ~~____~~☐		Smaller reporting company ~~____~~☐

Emerging growth 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 ☒
~~Yes ______~~		No X

As of July ~~26,~~

~~2019~~

,24, 2020, there were

~~302,380,038~~

280,444,197 shares of the registrant’s common stock outstanding.

Index

INDEX

~~Table of Contents~~

~~INDEX~~


		Page ~~Page~~ No.

Part I. Financial Information

Item 1. Financial Statements (unaudited)

Consolidated Condensed Balance Sheets	3
June 30, ~~2019~~2020 and December 31, ~~2018~~2019			3

Consolidated Condensed Statements of ~~Income~~ Operations	4
Three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019			4

Consolidated Condensed Statements of Comprehensive Income (Loss)	5
Three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019			5

Consolidated Condensed Statements of Equity	6
Three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019			6

Consolidated Condensed Statements of Cash Flows	8
Six months ended June 30, ~~2019~~2020 and ~~2018~~2019			8

Notes to Consolidated Condensed Financial Statements			9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			36	37

Item 3. Quantitative and Qualitative Disclosures about Market Risk			55	58

Item 4. Controls and Procedures			56	58

Part II. Other Information			56	58

Item 1. Legal Proceedings			56	58

Item 1A. Risk Factors			56	59

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			56	64

Item 6. Exhibits			57	64

Index

~~Table of Contents~~

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)


	June 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
(Dollar amounts in millions, except per share data)

Assets:

Investments:
Fixed maturities, amortized cost of $38,045 and $ 38,234	$	41,663		$	39,699
Equity securities, cost of $ 1,385 and $ 1,479		1,367			1,293
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
Limited partnership investments		2,036			2,424			1,742			2,004
Other invested assets, primarily mortgage loans		985			901
Other invested assets, primarily mortgage loans, less allowance for credit loss of $20 and $0								1,125			1,072
Short term investments		4,689			3,869			4,515			4,628
Total investments		50,740			48,186			51,486			51,250
Cash		440			405			668			336
Receivables		8,144			7,960			8,431			7,675
Property, plant and equipment		15,513			15,511			10,475			15,568
Goodwill		768			665			764			767
Deferred non-insurance warranty acquisition expenses		2,678			2,513			2,916			2,840
Deferred acquisition costs of insurance subsidiaries		681			633			699			662
Other assets		3,313			2,443			3,000			3,145
Total assets	$	82,277		$	78,316		$	78,439		$	82,243

Liabilities and Equity:

Insurance reserves:
Claim and claim adjustment expense	$	21,729		$	21,984		$	22,270		$	21,720
Future policy benefits		11,537			10,597			12,596			12,311
Unearned premiums		4,648			4,183			4,996			4,583
Total insurance reserves		37,914			36,764			39,862			38,614
Payable to brokers		576			42			985			108
Short term debt		87			17			47			77
Long term debt		11,456			11,359			9,958			11,456
Deferred income taxes		1,227			841			875			1,168
Deferred non-insurance warranty revenue		3,595			3,402			3,852			3,779
Other liabilities		5,028			4,505			4,447			5,111
Total liabilities		59,883			56,930			60,026			60,313

Commitments and contingent liabilities

Preferred stock, $ 0.10 par value:
Preferred stock, $0.10 par value:
Authorized – 100,000,000 shares
Common stock, $ 0.01 par value:
Common stock, $0.01 par value:
Authorized – 1,800,000,000 shares
Issued – 312,528,502 and 312,169,189 shares		3			3
Issued – 291,393,899 and 291,210,222 shares								3			3
Additional paid-in capital		3,612			3,627			3,371			3,374
Retained earnings		16,374			15,773			14,316			15,823
Accumulated other comprehensive income (loss)		3			(880	)		5			(68	)
		19,992			18,523			17,695			19,132
Less treasury stock, at cost ( 9,930,431 and 100,000 shares)		(478	)		(5	)
Less treasury stock, at cost (10,949,702 and 240,000 shares)								(491	)		(13	)
Total shareholders’ equity		19,514			18,518			17,204			19,119
Noncontrolling interests		2,880			2,868			1,209			2,811
Total equity		22,394			21,386			18,413			21,930
Total liabilities and equity	$	82,277		$	78,316		$	78,439		$	82,243

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

~~Table of Contents~~

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF ~~INCOME~~OPERATIONS

(Unaudited)

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

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

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
Operating expenses and other		992			1,231			3,018			2,380
Interest		123			164			267			305
Total		3,384			3,348			7,604			6,597
Income (loss) before income tax		(1,074	)		275			(2,195	)		783
Income tax (expense) benefit		228			(50	)		305			(162	)
Net income (loss)		(846	)		225			(1,890	)		621
Amounts attributable to noncontrolling interests		11			24			423			22
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

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

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions, except per share data)

Revenues:

Insurance premiums
$
1,824
$
1,815
$
3,627
$
3,600

Net investment income

551

551

1,208

1,057

Investment gains (losses):

Other-than-temporary impairment losses

(6
)
(20
)
(6
)
Other net investment gains (losses)

8

(3
)
53

12

Total investment gains (losses)

2

(3
)
33

6

Non-insurance
warranty revenue

285

248

566

486

Operating revenues and other

961

979

1,946

2,022

Total

3,623

3,590
7,380
7,171

Expenses:

Insurance claims and policyholders’ benefits

1,352

1,327

2,709

2,666

Amortization of deferred acquisition costs

338

359

680

655

Non-insurance
warranty expense

263

225

523

441

Operating expenses and other

1,231

1,229

2,380

2,413

Interest

164

143

305

284

Total
3,348

3,283
6,597

6,459
Income before income tax

275

307

783

712

Income tax expense

(50
)
(59
)
(162
)
(84
)
Net income

225

248

621

628

Amounts attributable to noncontrolling interests

24

(18
)
22

(105
)
Net income attributable to Loews Corporation
$
249
$
230
$
643
$
523

Basic net income per share

$
0.82

$ 0.72

$
2.10

$ 1.62

Diluted net income per share
$
0.82
$
0.72
$
2.09
$
1.61

Weighted average shares outstanding:

Shares of common stock

303.84

318.87

306.82

323.30

Dilutive potential shares of common stock

0.70

0.91

0.62

0.93

Total weighted average shares outstanding assuming dilution

304.54

319.78

307.44

324.23

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

~~Table of Contents~~

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (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

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

(In millions)

Net income
$
225
$
248
$
621
$
628

Other comprehensive income (loss), after tax

Changes in:

Net unrealized gains (losses) on investments with other-than-temporary impairments

(1
)
4

(10
)
Net other unrealized gains (losses) on investments

436

(159
)
962

(588
)
Total unrealized gains (losses) on investments

436

(160
)
966

(598
)
Unrealized gains (losses) on cash flow hedges

(6
)
4

(12
)
14

Pension liability

7

9

15

19

Foreign currency translation

3

(52
)
20

(41
)

Other comprehensive income (loss)

440

(199
)
989

(606
)

Comprehensive income

665

49

1,610

22

Amounts attributable to noncontrolling interests

(23
)
2

(84
)
(41
)

Total comprehensive income (loss) attributable to Loews
Corporation
$
642
$
51
$
1,526
$
(19
)

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

~~Table of Contents~~

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY

(Unaudited)

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

Balance, 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	)
Purchases of Loews Corporation treasury stock		(151	)													(151	)
Purchases of subsidiary stock from noncontrolling interests		(2	)																(2	)
Stock-based compensation		7					6												1
Other		2					(1	)											3
Balance, June 30, 2019	$	22,394		$	3	$	3,612		$	16,374		$	3		$	(478	)	$	2,880

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	)
Purchases of Loews Corporation treasury stock		(33	)													(33	)
Purchases of subsidiary stock from noncontrolling interests		(19	)				5												(24	)
Stock-based compensation		13					13
Other		6					6			2									(2	)
Balance, June 30, 2020	$	18,413		$	3	$	3,371		$	14,316		$	5		$	(491	)	$	1,209

Loews Corporation Shareholders

Accumulated

Common

Additional

Other

Stock

Common

Paid-in

Retained

Comprehensive

Held in

Noncontrolling

Total

Stock

Capital

Earnings

Income (Loss)

Treasury

Interests

(In millions)

Balance, April 1, 2018
$
23,848
$
3
$
3,142
$
16,321
$
(417
) $
(517
) $
5,316

Net income

248

230

18

Other comprehensive loss

(199
)
(179
)
(20
)
Dividends paid ($0.0625 per share)

(42
)
(20
)
(22
)
Purchase of Boardwalk Pipeline common units

(1,715
)
661

(29
)
(2,347
)
Purchases of Loews treasury stock

(291
)
(291
)
Stock-based compensation

8

8

Other

1

(2
)
1

2

Balance, June 30, 2018
$
21,858
$
3
$
3,809
$
16,532
$
(625
) $
(808
) $
2,947

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
)
Purchases of Loews treasury stock

(151
)

(151
)

Purchases of subsidiary stock from noncontrolling
interests

(2
)

(2
)
Stock-based compensation

7

6

1

Other

2

(1
)

3

Balance, June 30, 2019

$
22,394

$
3

$
3,612

$
16,374

$
3

$
(478
)
$
2,880

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

~~Table of Contents~~

Loews Corporation and Subsidiaries

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY

(Unaudited)

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

Balance, January 1, 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

Loews Corporation Shareholders

Accumulated

Common

Additional

Other

Stock

Common

Paid-in

Retained

Comprehensive

Held in

Noncontrolling

Total

Stock

Capital

Earnings

Income (Loss)

Treasury

Interests

(In millions)

Balance, January 1, 2018, as reported
$
24,566
$
3
$
3,151
$
16,096
$
(26
) $
(20
) $
5,362

Cumulative effect adjustments from changes in accounting standards

(91
)
(43
)
(28
)
(20
)
Balance, January 1, 2018, as adjusted

24,475

3

3,151

16,053

(54
)
(20
)
5,342

Net income

628

523

105

Other comprehensive loss

(606
)
(542
)
(64
)
Dividends paid ($0.125 per share)

(140
)
(40
)
(100
)
Purchase of Boardwalk Pipeline common units

(1,715
)
661

(29
)
(2,347
)
Purchases of Loews treasury stock

(788
)
(788
)
Stock-based compensation

8

1

7

Other

(4
)
(4
)
(4
)
4

Balance, June 30, 2018
$
21,858
$
3
$
3,809
$
16,532
$
(625
) $
(808
) $
2,947

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 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

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

~~Table of Contents~~

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

Six Months Ended June 30

2019

2018

(In millions)

Operating Activities:

Net income

$
621
$
628

Adjustments to reconcile net income to net cash provided (used) by operating activities, net

604

494

Changes in operating assets and liabilities, net:

Receivables

(79
)

(507
)
Deferred acquisition costs

(47
)

(43
)
Insurance reserves

203

563

Other assets

(296
)

(151
)
Other liabilities

73

(115
)
Trading securities

(605
)

1,282

Net cash flow provided by operating activities

474

2,151

Investing Activities:

Purchases of fixed maturities

(4,896
)

(5,608
)
Proceeds from sales of fixed maturities

3,858

4,781

Proceeds from maturities of fixed maturities

1,374

1,306

Purchases of limited partnership investments

(139
)

(73
)
Proceeds from sales of limited partnership investments

559

94

Purchases of property, plant and equipment

(505
)

(480
)
Acquisitions

(256
)

(10
)
Dispositions

136

2

Change in short term investments

6

(1,104
)
Other, net

(93
)

(145
)
Net cash flow provided by investing activities

44

(1,237
)

Financing Activities:

Dividends paid

(38
)

(40
)
Dividends paid to noncontrolling interests

(78
)

(100
)
Purchases of Loews treasury stock

(478
)

(799
)
Purchases of subsidiary stock from noncontrolling interests

(16
)

Principal payments on debt

(1,394
)

(605
)
Issuance of debt

1,534

533

Other, net

(15
)

83

Net cash flow used by financing activities

(485
)

(928
)

Effect of foreign exchange rate on cash

2

(5
)

Net change in cash

35

(19
)
Cash, beginning of period

405

472

Cash, end of period

$
440
$
453

See accompanying Notes to Consolidated Condensed Financial Statements.

Index

~~Table of Contents~~

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”), ~~an 89% owned subsidiary); the operation of offshore oil and gas drilling rigs (Diamond Offshore Drilling, Inc. (“Diamond Offshore”),~~ a ~~53%~~89.6% 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 ~~(Consolidated Container Company~~(Altium Packaging LLC (“~~Consolidated Container”~~Altium Packaging”), a 99% owned subsidiary). Unless the context otherwise requires, the ~~terms “Company,” “Loews” and “Registrant”~~term “Company” as used herein ~~mean~~means Loews Corporation ~~excluding~~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.

In the second quarter of 2020, Diamond Offshore Drilling, Inc. (“Diamond Offshore”) was deconsolidated from the Company’s consolidated financial statements. See Note 2 for further discussion.

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, ~~2019~~2020 and December 31, ~~2018~~2019 and results of operations, comprehensive income and changes in shareholders’ equity

for the three and six months ended June

30,

2020 and 2019

~~and~~

~~2018~~

and cash flows for the six months ended June

30,

~~2019~~

2020 and

~~2018~~

. 2019. Net income (loss) for the second 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,

~~2018~~

2019.

The Company presents basic and diluted net income (loss) per share on the Consolidated Condensed Statements of ~~Income.~~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 were no0 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, ~~2019~~2020 and ~~2018~~2019 because the effect would have been antidilutive.

Accounting changes

– In ~~February~~June of 2016, the Financial Accounting Standards Board (“FASB”) issued ~~ASU 2016-02, “Leases~~Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 842)” (“ASU 2016-02”). Effective January 1, 2019, the updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. The Company adopted the updated accounting guidance using the modified retrospective method. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance. The Company utilized the package of practical expedients allowing the Company to not reassess whether any expired or existing contracts contain a lease, the classification for any expired or existing leases or the initial direct costs for any existing leases. The Company has also elected to apply an exemption for short term leases whereby leases with initial lease terms of one year or less are not recorded on the balance sheet.

For leases where we are a lessee we have elected to account for lease and non-lease components as a single lease component, except subsea equipment leases. For leases where we are a lessor we have elected to combine the lease and non-lease components of our offshore drilling contracts, if certain conditions are met, and account for the combined component in accordance with the accounting treatment for the predominant component of the contract.

At adoption, the cumulative effect adjustment increased Other assets and Other liabilities by $642 million reflecting operating lease right of use assets, lease liabilities and the derecognition of deferred rent related primarily to lease agreements for office space and machinery and equipment. Subsequent to the adoption of ASU

~~2016-02,~~

Other assets and Other liabilities were adjusted to $3.1 billion and $5.1 billion as of January 1, 2019, as compared to $2.4 billion and $4.5 billion as of December 31, 2018. See Note 6 for additional information on leases.

~~Recently issued ASUs~~

~~– In June of~~

~~2016~~

~~, the FASB issued ASU~~

~~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. ~~The~~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 ~~effective for interim and annual periods beginning after December~~ an intent to sell, impairment will continue to result in a write down of amortized cost.

~~2019~~

~~. The~~On January 1,2020, the Company adopted the updated guidance ~~will be applied~~ using ~~the~~a modified retrospective method with a cumulative effect adjustment recorded to beginning ~~retained~~Retained earnings. Prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance. A prospective transition ~~method~~approach is required for ~~debt~~available-for-sale fixed maturity securities that were purchased with credit deterioration (“PCD assets”) or have recognized an ~~other-than-temporary~~

~~impairment~~OTTI write down prior to the effective date. The ~~primary changes will be the use~~cumulative effect of the ~~expected~~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 ~~loss model~~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

~~Table of Contents~~

~~mortgage loan portfolio, reinsurance and insurance receivables and other financing receivables and the use of the~~The allowance ~~method rather than the write-down method~~ for credit losses ~~within~~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 ~~available-for-sale fixed maturities portfolio. 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 ~~model will require~~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 ~~be presented at~~24 months from the ~~ultimate~~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 over~~collected.

A policy election has been made to present accrued interest balances separately from the ~~term~~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 ~~asset. Under~~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 ~~allowance method~~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 ~~available-for-sale debt securities, the Company will record reversals of~~more information on credit ~~losses if the estimate of credit losses declines. The Company is currently evaluating the effect the guidance will have on its consolidated financial statements.~~losses.

Recently issued ASUs – In August of 2018, the FASB issued ASU ~~2018-12,~~2018-12, “Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts.” The updated accounting guidance requires changes to the measurement and disclosure of long-duration contracts. 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, ~~2020;~~2021, however the FASB has proposed a one year deferral of the effective date. Early adoption is permitted. The Company may elect to apply the guidance using either a modified retrospective transition method or a full retrospective transition method. The guidance requires restatement of ~~the~~ prior periods ~~presented and early adoption is permitted.~~presented. The Company plans to use the modified retrospective transition method at adoption and is currently evaluating ~~the method and timing of adoption and~~ the effect the updated guidance will have on its consolidated financial ~~statements.~~statements, including increased disclosure requirements. The annual updating of cash flow assumptions is expected to increase income statement volatility. The quarterly change in the discount rate is expected to increase volatility in the Company’s Shareholders’ equity, but that will be somewhat mitigated because Shadow Adjustments are eliminated under the new guidance. See Note 3 for further information on Shadow Adjustments. While the requirements of the new guidance represent a material change from existing accounting guidance, the underlying economics of ~~CNA’s~~the business and related cash flows will be unchanged.

2. ~~Acquisitions~~Deconsolidation of Diamond Offshore

On April 26, 2020 (the “Filing Date”), Diamond Offshore and ~~Divestiture~~

~~Consolidated Container~~

~~During the first six months~~certain of ~~2019, Consolidated Container paid approximately $~~

~~260~~

~~million to complete three acquisitions of plastic packaging manufacturers located~~its direct and indirect subsidiaries filed voluntary petitions in the ~~U.S. and Canada, including the acquisition on June 14, 2019 of Tri State Distribution, Inc., a retail pharmaceutical packaging solutions provider. Operating results~~United States Bankruptcy Court for the ~~three acquisitions~~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 and, therefore, Diamond Offshore was deconsolidated from its consolidated financial statements effective as of the ~~acquisition dates~~Filing Date. See Note 14 for Diamond Offshore’s revenues and expenses through the ~~end~~Filing Date.

Through the Filing Date, Diamond Offshore’s results were included in Loews Corporation’s consolidated financial statements and Loews Corporation recognized in its earnings its proportionate share of ~~the period are not significant.~~Diamond Offshore’s losses through such date. The ~~preliminary allocation of the purchase prices for the three acquisitions~~deconsolidation resulted in the recognition of a loss of $1.2 billion ($957 million after tax) during the three and six months ended June 30, 2020, which is reported within Investment gains (losses) on the Consolidated Condensed Statements of Operations. This loss represents the difference between the carrying value and the estimated fair value, which was immaterial, of Loews Corporation’s investment in equity securities of Diamond Offshore as of the Filing Date.

~~pproximately $~~

~~102~~

~~million of goodwill and approximately $~~

~~million~~

~~of intangible assets, primarily related to customer relationships, and are subject to change within the respective measurement periods. The acquisitions were funded~~

~~with approximately $~~

~~250~~

~~million of debt~~

~~financing proceeds at Consolidated Container, as discussed in Note 7, and available cash.~~

~~Loews Hotels & Co~~Index

~~Loews Hotels & Co sold an owned hotel for approximately $127 million in May of 2019.~~

3. Investments

Net investment income is as follows:

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

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

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions)

Fixed maturity securities

$
455
$
444

$
910
$
890

Limited partnership investments

43

60

124

108

Short term investments

14

11

29

20

Equity securities

16

12

46

22

Income from trading portfolio (a)

29

23

110

20

Other

12

17

26

28

Total investment income

569

567

1,245

1,088

Investment expenses

(18
)

(16
)
(37
)

(31
)
Net investment income

$
551

$
551

$
1,208

$
1,057

(a)	Net unrealized gains (losses) related to changes in fair value on securities still held were $ 8 80and ~~$(4)~~$8 for the three months ended June 30, 2020 and 2019 and ~~2018~~$7 and $ 48 ~~and $~~ ~~(25~~ )$48 for the six months ended June 30, ~~2019~~2020 and ~~2018.~~2019.

~~Table of Contents~~

Investment gains (losses) are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30
	2019			2018			2019			2018			2020			2019			2020			2019
(In millions)

Fixed maturity securities	$	(3	)	$	4		$	(9	)	$	22		$	17		$	(3	)	$	(58	)	$	(9	)
Equity securities		11			(10	)		53			(25	)		63			11			(70	)		53
Derivative instruments		(6	)		4			(11	)		9			(10	)		(6	)		(5	)		(11	)
Short term investments and other					(1	)								(1	)					(14	)
Deconsolidation of Diamond Offshore (see Note 2)														(1,211	)					(1,211	)
Investment gains (losses) (a)	$	2		$	(3	)	$	33		$	6		$	(1,142	)	$	2		$	(1,358	)	$	33

(a)

Gross investment gains on

available-for-sale

securities were $

102and $

28for the three months ended June 30, 2020 and 2019 and ~~2018~~$131 and $

~~and $~~

~~106~~

$64 for the six months ended June 30, ~~2019~~2020 and ~~2018.~~2019. Gross investment losses on

available-for-sale

securities were $

85and $

31for the three months ended June 30, 2020 and 2019 and ~~2018~~$189 and $

~~and $~~

or$73 for the six months ended June 30, ~~2019~~2020 and ~~2018.~~

2019.During the three and six months ended June 30, 2020, $63of investment gains and $70 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 and six months ended June 30, 2019,

$11 and $

$53 of ~~Net~~ investment gains were recognized due to the change in fair value of non-redeemable preferred stock still held as of June 30, ~~2019. During the three and six months ended June 30, 2018,~~

~~and $~~

~~of Net investment losses were recognized due to the change in fair value of non-redeemable preferred stock still held as of June 30, 2018.~~2019.

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.

Index

The following table presents the activity related to the allowance on available-for-sale securities with credit impairments and PCD assets. Accrued interest receivables on available-for-sale fixed maturity securities totaled $373 million and is 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

Allowance for credit losses:
Balance as of December 31, 2019	$	-		$	-	$	-
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

Reductions to the allowance for credit losses:
Securities sold during the period (realized)		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	)
Total allowance for credit losses	$	39		$	12	$	51

The components of ~~other-than-temporary~~available-for-sale impairment ~~(“OTTI”)~~ losses recognized in earnings by asset type are ~~as follows:~~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
(In millions)

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

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions)

Fixed maturity securities
available-for-sale:

Corporate and other bonds

$
6

$
12
$
5

Asset-backed

8

1

Net OTTI losses recognized in earnings

$
6
$
-

$
20
$
6

Index

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


June 30, 2019	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Unrealized OTTI Losses (Gains)
June 30, 2020												Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses (a)		Estimated Fair Value
(In millions)

Fixed maturity securities:
Corporate and other bonds	$	19,654	$	1,880	$	44	$	21,490				$	20,305	$	2,680	$	143	$	39	$	22,803
States, municipalities and political subdivisions		9,196		1,507				10,703					9,426		1,702		1				11,127
Asset-backed:
Residential mortgage-backed		4,668		131		2		4,797	$	(24	)		3,617		169		2				3,784
Commercial mortgage-backed		2,032		93		4		2,121					2,151		70		93		12		2,116
Other asset-backed		1,865		40		7		1,898		(2	)		1,940		52		33				1,959
Total asset-backed		8,565		264		13		8,816		(26	)		7,708		291		128		12		7,859
U.S. Treasury and obligations of government-sponsored enterprises		118		5				123					491		7						498
Foreign government		480		17				497					457		26						483
Redeemable preferred stock		10						10
Fixed maturities available-for-sale		38,023		3,673		57		41,639		(26	)		38,387		4,706		272		51		42,770
Fixed maturities trading		22		2				24					27		2						29
Total fixed maturity securities	$	38,045	$	3,675	$	57	$	41,663	$	(26	)	$	38,414	$	4,708	$	272	$	51	$	42,799

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.

~~Table of Contents~~

December 31, 2018

Cost or
Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair
Value

Unrealized
OTTI Losses
(Gains)

Fixed maturity securities:

Corporate and other bonds

$
18,764

$
791

$
395

$
19,160

States, municipalities and political subdivisions

9,681

1,076

9

10,748

Asset-backed:

Residential mortgage-backed

4,815

68

57

4,826

$
(20
)
Commercial mortgage-backed

2,200

28

32

2,196

Other asset-backed

1,975

11

24

1,962

Total asset-backed

8,990

107

113

8,984

(20
)
U.S. Treasury and obligations of government-
sponsored enterprises

156

3

159

Foreign government

480

5

4

481

Redeemable preferred stock

10

10

Fixed maturities
available-for-sale

38,081

1,982

521

39,542

(20
)
Fixed maturities trading

153

4

157

Total fixed maturities

$
38,234

$
1,986

$
521

$
39,699

$
(20
)

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, ~~2019~~2020 and December 31, ~~2018,~~2019, the net unrealized gains on investments included in AOCI were correspondingly reduced by Shadow Adjustments of $

~~1.6~~

$2.1 billion and ~~$964 million~~$2.0 billion (after tax and noncontrolling interests).

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

June 30, 2019

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

$
776

$
22

$
498

$
22

$
1,274

$
44

States, municipalities and political subdivisions

19

2

21

Asset-backed:

Residential mortgage-backed

163

134

2

297

2

Commercial mortgage-backed

58

2

69

2

127

4

Other asset-backed

386

5

77

2

463

7

Total asset-backed

607

7

280

6

887

13

U.S. Treasury and obligations of government-sponsored
enterprises

4

4

Foreign government

3

11

14

Total fixed maturity securities

$
1,405

$
29

$
795

$
28

$
2,200

$
57

December 31, 2018

Fixed maturity securities:

Corporate and other bonds

$
8,543

$
340

$
825

$
55

$
9,368

$
395

States, municipalities and political subdivisions

517

8

5

1

522

9

Asset-backed:

Residential mortgage-backed

1,932

23

1,119

34

3,051

57

Commercial mortgage-backed

728

10

397

22

1,125

32

Other asset-backed

834

21

125

3

959

24

Total asset-backed

3,494

54

1,641

59

5,135

113

U.S. Treasury and obligations of government-sponsored enterprises

21

19

40

Foreign government

114

2

124

2

238

4

Total fixed maturity securities

$
12,689

$
404

$
2,614

$
117

$
15,303

$
521

	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
(In millions)

Fixed maturity securities:
Corporate and other bonds	$	2,095	$	137	$	56	$	6	$	2,151	$	143
States, municipalities and political subdivisions		94		1						94		1
Asset-backed:
Residential mortgage-backed		53		1		21		1		74		2
Commercial mortgage-backed		971		92		14		1		985		93
Other asset-backed		746		32		14		1		760		33
Total asset-backed		1,770		125		49		3		1,819		128
U.S. Treasury and obligations of government-sponsored enterprises		4								4
Foreign government		4								4
Total fixed maturity securities	$	3,967	$	263	$	105	$	9	$	4,072	$	272

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

~~Table of Contents~~

Based on current facts and circumstances, the Company believes the unrealized losses presented in the June 30, ~~2019~~2020 securities in a gross unrealized loss position table above are not indicative of the ultimate ~~collectibility~~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 no current intent to sell securities with unrealized losses, nor is it more likely than not that it will be required to sell prior to recovery of amortized cost; accordingly, the Company has determined that there are no0 additional ~~OTTI~~impairment losses to be recorded as of June 30, ~~2019.~~

2020.

Contractual Maturity

The following table presents the activity related to the pretax credit loss component reflected in Retained earnings on fixed maturity securities still held as of June 30, 2019 and 2018 for which a portion of an OTTI loss was recognized in OCI.

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions)

Beginning balance of credit losses on fixed maturity securities

$
17

$
25

$
18

$
27

Reductions for securities sold during the period

(1
)

(4
)

(2
)

(6
)
Ending balance of credit losses on fixed maturity securities

$
16

$
21

$
16

$
21

~~Contractual Maturity~~

~~The following table presents~~

available-for-sale

fixed maturity securities by contractual maturity.

June
30, 2019

December
31, 2018

Cost or
Amortized
Cost

Estimated
Fair
Value

Cost or
Amortized
Cost

Estimated
Fair
Value

(In millions)

Due in one year or less

$
1,018

$
1,032
$
1,350
$
1,359

Due after one year through five years

8,097

8,476

7,979

8,139

Due after five years through ten years

16,403

17,297

16,859

16,870

Due after ten years

12,505

14,834

11,893

13,174

Total

$
38,023

$
41,639
$
38,081
$
39,542

	June 30, 2020				December 31, 2019
	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
Due after one year through five years		11,040		11,622		9,746		10,186
Due after five years through ten years		13,335		14,414		14,892		15,931
Due after ten years		12,540		15,265		12,134		14,714
Total	$	38,387	$	42,770	$	38,106	$	42,187

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.

1314

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:

	Mortgage Loans Amortized Cost Basis by Origination Year (a)
As of June 30, 2020	2020		2019		2018		2017		2016			Prior		Total
(In millions)

DSCR ≥1.6x
LTV less than 55%	$	60	$	33	$	19	$	100	$	41		$	129	$	382
LTV 55% to 65%				32		29		41		4					106
LTV greater than 65%				5											5
DSCR 1.2x - 1.6x
LTV less than 55%				32		10		13		16			125		196
LTV 55% to 65%				83		32		32							147
LTV greater than 65%		19		74							��				93
DSCR ≤1.2x
LTV less than 55%				2		11							9		22
LTV 55% to 65%				14		14									28
LTV greater than 65%				22				37		24					83
Total	$	79	$	297	$	115	$	223	$	85		$	263	$	1,062

(a)	The values in the table above reflect DSCR on a standardized amortization period and LTV 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.

~~Table of Contents~~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 ~~the~~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, 2019							December 31, 2018								June 30, 2020						December 31, 2019
	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	$	540			$	(9	)	$	500	$	11					$	675		$	(29	)	$	715			$	(8	)

Without hedge designation:

Equity markets:
Options – purchased		303	$	5					213		18
Equity Options – purchased																							57	$	1
– written		95				(3	)		239				$	(17	)								100				(1	)
Futures – short
Commodity futures – long		11							32
Interest rate swaps																	80			(4	)
Embedded derivative on funds withheld liability		172				(8	)		172		4						197			(12	)		182				(7	)

Investment Commitments

As part of the overall investment strategy, investments are made in various assets which require future purchase, sale or funding commitments. These investments are recorded once funded, and the related commitments may include future capital calls from various third-party limited partnerships, signed and accepted mortgage loan applications and obligations related to privately placed debt securities. As of June 30, 2020, commitments to purchase or fund were approximately $1.2 billion and to sell were approximately $50 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 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 by the Company.~~

adjusted.

~~The Company performs control~~

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 and (v) pricing validation, where prices received are compared to prices independently estimated by the Company.~~

securities.

1416

Index

~~Table of Contents~~

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
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	519		$	22,710		$	555	$	23,784
States, municipalities and political subdivisions					11,127					11,127
Asset-backed					7,637			222		7,859
Fixed maturities available-for-sale		519			41,474			777		42,770
Fixed maturities trading					25			4		29
Total fixed maturities	$	519		$	41,499		$	781	$	42,799

Equity securities	$	642		$	636		$	27	$	1,305
Short term and other		4,349			60					4,409
Payable to brokers		(46	)		(33	)				(79	)

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	)

Index

June 30, 2019

Level 1

Level 2

Level 3

Total

(In millions)

Fixed maturity securities:

Corporate bonds and other

$
152

$
21,630

$
338

$
22,120

States, municipalities and political subdivisions

10,703

10,703

Asset-backed

8,623

193

8,816

Fixed maturities
available-for-sale

152

40,956

531

41,639

Fixed maturities trading

20

4

24

Total fixed maturities

$
152

$
40,976

$
535

$
41,663

Equity securities

$
715

$
629

$
23

$
1,367

Short term and other

3,469

1,123

4,592

Payable to brokers

(114
)

(9
)

(123
)

December 31, 2018

Fixed maturity securities:

Corporate bonds and other
$
196
$
19,392
$
222
$
19,810

States, municipalities and political subdivisions

10,748

10,748

Asset-backed

8,787

197

8,984

Fixed maturities
available-for-sale

196

38,927

419

39,542

Fixed maturities trading

151

6

157

Total fixed maturities
$
196
$
39,078
$
425
$
39,699

Equity securities
$
704
$
570
$
19
$
1,293

Short term and other

2,647

1,111

3,758

Receivables

11

11

Payable to brokers

(23
)
(23
)

~~Table of Contents~~

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, ~~2019~~2020 and ~~2018:~~

Unrealized

Gains

(Losses)

Unrealized

Recognized in

Net Realized

Gains

Other

Investment Gains

(Losses)

Comprehensive

(Losses) and Net Change

Recognized in

Income (Loss)

in Unrealized Investment

Net Income

on Level 3

Gains (Losses)

(Loss) on Level 3

Assets and

Included in

Transfers

Transfers

Assets and

Liabilities

Balance,

Net Income

Included in

into

out of

Balance,

Liabilities Held

Held at

2019

April 1

(Loss)

OCI

Purchases

Sales

Settlements

Level 3

Level 3

June 30

at June 30

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

2019:

			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, 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	$	496				$	59	$	4				$	(4	)						$	555				$	58
Asset-backed		197					18		35	$	(9	)		(5	)			$	(14	)		222					18
Fixed maturities available-for-sale		693	$	-			77		39		(9	)		(9	)	$	-		(14	)		777	$	-			76
Fixed maturities trading		3		1																		4		1
Total fixed maturities	$	696	$	1		$	77	$	39	$	(9	)	$	(9	)	$	-	$	(14	)	$	781	$	1		$	76

Equity securities	$	16	$	(4	)											$	15				$	27	$	(4	)

1618

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

~~Table of Contents~~Index

Unrealized

Gains

Net Realized

(Losses)

Investment Gains

Recognized in

(Losses) and Net Change

Net Income

in Unrealized Investment

(Loss) on Level

Gains (Losses)

3 Assets and

Included in

Transfers

Transfers

Liabilities

Balance,

Net Income

Included in

into

out of

Balance,

Held at

2018

April 1

(Loss)

OCI

Purchases

Sales

Settlements

Level 3

Level 3

June 30

June 30

(In millions)



Fixed maturity securities:

Corporate bonds and other

$
100

$
(1
)

$
2

$
(5
)

$
(2
)

$
94

States, municipalities and political subdivisions

1

1

Asset-backed

279

(1
)

41

(6
)

$
13

$
(53
)

273

Fixed maturities
available-for-sale

380

$
-

(2
)

43

(5
)

(8
)

13

(53
)

368

$
-

Fixed maturities trading

7

7

Total fixed maturities

$
387

$
-

$
(2
)

$
43

$
(5
)

$
(8
)

$
13

$
(53
)

$
375

$
-



Equity securities

$
20

$
(1
)

$
(1
)

$
18

$
(1
)

			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
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
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	222				$	20	$	132			$	(4	)			$	(32	)	$	338				$	17
Asset-backed		197					7		20				(8	)	$	45		(68	)		193					8
Fixed maturities available-for-sale		419	$	-			27		152	$	-		(12	)		45		(100	)		531	$	-			25
Fixed maturities trading		6		(2	)																4		(2	)
Total fixed maturities	$	425	$	(2	)	$	27	$	152	$	-	$	(12	)	$	45	$	(100	)	$	535	$	(2	)	$	25

Equity securities	$	19	$	2				$	2											$	23	$	3

~~Table of Contents~~

Unrealized

Gains

(Losses)

Unrealized

Recognized in

Net Realized

Gains
(Losses)

Other

Investment Gains

Recognized in

Comprehensive

(Losses) and Net Change

Net Income

Income (Loss)

in Unrealized Investment

(Loss) on Level

on Level 3

Gains (Losses)

3 Assets and

Assets and

Included in

Transfers

Transfers

Liabilities

Liabilities

Balance,

Net Income

Included in

into

out of

Balance,

Held at

Held at

2019

January 1

(Loss)

OCI

Purchases

Sales

Settlements

Level 3

Level 3

June 30

June 30

June 30

(In millions)



Fixed maturity securities:

Corporate  bonds and other

$
222

$
20

$
132

$
(4
)

$
(32
)

$
338

$
17

Asset-backed

197

7

20

(8
)

$
45

(68
)

193

8

Fixed maturities available-for-sale

419

$
-

27

152

$
-

(12
)

45

(100
)

531

$
-
25

Fixed maturities trading

6

(2
)

4

(2
)

Total fixed maturities

$
425

$
(2
)

$
27

$
152

$
-

$
(12
)

$
45

$
(100
)

$
535

$
(2
)
$
25



Equity securities

$
19

$
2

$
2



$
23

$
3

~~Table of Contents~~

Unrealized

Gains

Net Realized

(Losses)

Investment Gains

Recognized in

(Losses) and Net Change

Net Income

in Unrealized Investment

(Loss) on Level

Gains (Losses)

3 Assets and

Included in

Transfers

Transfers

Liabilities

Balance,

Net Income

Included in

into

out of

Balance,

Held at

2018

January 1

(Loss)

OCI

Purchases

Sales

Settlements

Level 3

Level 3

June 30

June 30

(In millions)

Fixed maturity securities:

Corporate bonds and other

$
98

$
(1
)

$
(1
)

$
2

$
(5
)

$
(4
)

$
5

$
94

States, municipalities and political
subdivisions

1

1

Asset-backed

335

7

(6
)

71

(72
)

(12
)

13

$
(63
)

273

Fixed maturities available-for-sale

434

6

(7
)

73

(77
)

(16
)

18

(63
)

368

$
-

Fixed maturities trading

4

3

7

3

Total fixed maturities

$
438

$
9

$
(7
)

$
73

$
(77
)

$
(16
)

$
18

$
(63
)

$
375

$
3

Equity securities

$
22

$
(3
)

$
(1
)

$
18

$
(3
)

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


Major Category of Assets and Liabilities		Consolidated Condensed Statements of ~~Income~~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
~~Life settlement contracts~~		~~Operating revenues and other~~

Index

~~Table of Contents~~

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

~~Exchange traded derivatives~~

Equity options are valued using quoted market prices and are classified within Level 1 of the fair value hierarchy. ~~Level 2 derivatives primarily include currency forwards valued using observable market forward rates.~~

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.

Index

~~Table of Contents~~

Significant Unobservable Inputs

The following tables present quantitative information about the significant unobservable inputs utilized ~~by the Company~~ 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 to the Company.~~available. The weighted average rate is calculated based on fair value.

June 30, 2019

Estimated

Fair Value

Valuation

Techniques

Unobservable

Inputs

Range

(Weighted

Average)

June 30, 2020

Estimated

Fair Value

Valuation

Techniques

Unobservable

Inputs

Range

(Weighted

Average)

(In millions)

Fixed maturity securities

381

Discounted cash flow

Credit spread

1% – 5% (2%

)

693

Discounted cash flow

Credit spread

1% – 9% (3%)

December 31, 2018

December 31, 2019

Fixed maturity securities

228

Discounted cash flow

Credit spread

% –

% (

)

525

Discounted cash flow

Credit spread

1% – 6% (2%)

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

Financial Assets and Liabilities Not Measured at Fair Value

The carrying amount, estimated fair value and the level of the fair value hierarchy of the ~~Company’s~~ 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 ~~capital~~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
	Carrying		Estimated Fair Value
June 30, 2019	Amount		Level 1	Level 2		Level 3		Total
June 30, 2020										Amount		Level 1	Level 2		Level 3		Total
(In millions)

Assets:
Other invested assets, primarily mortgage loans	$	916				$	936	$	936	$	1,042				$	1,104	$	1,104

Liabilities:
Short term debt		85		$	8		76		84		45		$	8		37		45
Long term debt		11,443			10,909		555		11,464		9,947			10,038		738		10,776

December 31, 2018
December 31, 2019

Assets:
Other invested assets, primarily mortgage
loans	$	839				$	827	$	827
Other invested assets, primarily mortgage loans										$	994				$	1,025	$	1,025

Liabilities:
Short term debt		15		$	14				14		75		$	9		66		75
Long term debt		11,345			10,111		653		10,764		11,443			10,884		626		11,510

Index

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 ~~mortgage loans, included in Other invested assets,~~these rigs were estimated using an income approach, whereby the fair value of each rig was estimated based on ~~the present value~~a calculation of the ~~expected~~rig’s future net cash ~~flows discounted at~~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 ~~current interest rate~~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 ~~similar financial instruments, adjusted for specific loan risk.~~the six months ended June 30,2020 and is reported within Operating expenses and other on the Consolidated Condensed Statements of Operations.

~~Table of Contents~~

5.6. Claim and Claim Adjustment Expense Reserves

~~CNA’s property~~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. ~~CNA’s reserve~~Reserve projections are based primarily on detailed analysis of the facts in each case, ~~CNA’s~~ experience with similar cases and various historical development patterns. Consideration is given to historical patterns such as claim reserving trends and settlement practices, loss payments, pending levels of unpaid claims and product mix, as well as court decisions and economic conditions, including inflation and public attitudes. All of these factors can affect the estimation of claim and claim adjustment expense reserves.

Establishing claim and claim adjustment expense reserves, including claim and claim adjustment expense reserves for catastrophic events that have occurred, is an estimation process. Many factors can ultimately affect the final settlement of a claim and, therefore, the necessary reserve. Changes in the law, results of litigation, medical costs, the cost of repair materials and labor rates can affect ultimate claim costs. In addition, time can be a critical part of reserving determinations since the longer the span between the incidence of a loss and the payment or settlement of the claim, the more variable the ultimate settlement amount can be. Accordingly, short-tail claims, such as property damage claims, tend to be more reasonably estimable than long-tail claims, such as workers’ compensation, general liability and professional liability claims. Adjustments to prior year reserve estimates, if necessary, are reflected in the results of operations in the period that the need for such adjustments is determined. There can be no assurance that ~~CNA’s~~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 ~~CNA’s~~the Company’s results of operations and/or equity. ~~CNA~~The Company reported catastrophe losses, net of reinsurance, of $

$301 million and ~~$26~~$38 million for the three months ended June 30, 2020 and 2019 and ~~2018 and $~~

$376 million and ~~$60~~$96 million for the six months ended June 30, ~~2019~~2020 and ~~2018.~~2019. 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 and $58 million related primarily to severe weather-related events. Net catastrophe losses for the six months ended June 30, 2020 included $195 million related to the COVID-19 pandemic, $61 million related to civil unrest and $120 million related primarily to severe weather-related events. Net catastrophe losses in 2019 ~~and 2018~~ 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.


Six Months Ended June 30	2019			2018			2020			2019
(In millions)

Reserves, beginning of year:
Gross	$	21,984		$	22,004		$	21,720		$	21,984
Ceded		4,019			3,934			3,835			4,019
Net reserves, beginning of year		17,965			18,070			17,885			17,965

Net incurred claim and claim adjustment expenses:
Provision for insured events of current year		2,615			2,552			2,899			2,615
Increase (decrease) in provision for insured events of prior years		(36	)		(112	)		19			(36	)
Amortization of discount		98			92			98			98
Total net incurred (a)		2,677			2,532			3,016			2,677

Net payments attributable to:
Current year events		(315	)		(312	)		(256	)		(315	)
Prior year events		(2,519	)		(2,387	)		(2,342	)		(2,519	)
Total net payments		(2,834	)		(2,699	)		(2,598	)		(2,834	)

Foreign currency translation adjustment and other		55			(70	)		(35	)		55

Net reserves, end of period		17,863			17,833			18,268			17,863
Ceded reserves, end of period		3,866			4,157			4,002			3,866
Gross reserves, end of period	$	21,729		$	21,990		$	22,270		$	21,729

(a)

Total net incurred above does not agree to Insurance claims and policyholders’ benefits as reflected on the Consolidated Condensed Statements of ~~Income~~Operations due to amounts related to retroactive reinsurance deferred gain accounting, uncollectible reinsurance ~~and loss deductible receivables~~ and benefit expenses related to future policy benefits, which are not reflected in the table above.

~~Table of Contents~~

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.

~~Favorable~~Unfavorable net prior year development of $22 million and favorable net prior year development of $31 million ~~and $59 million~~ was recorded for ~~CNA’s~~ commercial property and casualty operations (“Property & Casualty Operations”) for the three months ended June 30, 2020 and 2019 and ~~2018~~unfavorable net prior year development of $7 million and favorable net prior year development of $45 million ~~and $98 million~~was recorded for the six months ended June 30, ~~2019~~2020 and ~~2018.~~

2019.

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

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions)

Medical professional liability

$
15
$
3

$
30
$
23

Other professional liability and management liability

(7
)
(34
)
(19
)

(68
)
Surety

(15
)
(15
)
(40
)

(30
)
Commercial auto

(3
)
(8
)

(1
)
General liability

13

26

(7
)

18

Workers’ compensation

(7
)
(6
)
(5
)

(12
)
Other

(27
)
(33
)
4

(28
)
Total pretax (favorable) unfavorable development

$
(31
) $
(59
)
$
(45
)
$
(98
)

	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

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.

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 unfavorable outcomes on individual 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.

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.

~~2018~~

Favorable development in other professional liability and management liability was primarily in professional liability errors and omissions (“E&O”) reflecting lower than expected claim frequency in accident years 2014 through 2016 and favorable severity for accident years 2012 and prior.

~~Favorable development in surety was driven by continued lower than expected loss emergence on accident years 2015 and prior.~~

~~Unfavorable development in general liability was driven by higher than expected claim severity in umbrella in accident years 2013 through 2015.~~

~~Favorable development in other was driven by lower than expected claim severity in property from catastrophes in accident year 2017.~~

~~Table of Contents~~

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.

Favorable development in general liability was primarily due to lower than expected frequency on latent construction defect claims across multiple accident years. This was partially offset by unfavorable development due to higher than expected large loss experience in CNA’s excess and umbrella business in accident year 2017.

~~2018~~

~~Unfavorable development for medical professional liability was primarily due to higher than expected severity in accident years 2014 and 2017 in CNA’s hospitals business.~~

Favorable development in other professional liability and management liability was primarily due to lower than expected claim frequency for accident years 2013 through 2017 related to financial institutions. Additional favorable development was in professional liability E&O reflecting lower than expected claims frequency in accident years 2014 through 2016 and favorable severity for accident years 2012 and prior.

~~Favorable development for surety was due to continued lower than expected loss emergence for accident years 2015 and prior.~~

~~Unfavorable development in general liability was driven by higher than expected claim severity in umbrella in accident years 2013 through 2015.~~

~~Favorable development in other was driven by lower than expected claim severity in property from catastrophes in accident year 2017.~~26

Index

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

In 2010, Continental Casualty Company (“CCC”) together with several ~~of CNA’s~~ insurance subsidiaries completed a transaction with National Indemnity Company (“NICO”), a subsidiary of Berkshire Hathaway Inc., under which substantially all of ~~CNA’s~~the legacy A&EP liabilities were ceded to NICO through a loss portfolio transfer (“loss portfolio transfer” or “LPT”). At the effective date of the transaction, ~~CNA ceded~~ 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. ~~CNA~~NICO was paid ~~NICO~~ a reinsurance premium of $2.0 billion and ~~transferred to NICO~~ 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, ~~CNA recognized~~ adverse prior year development on ~~its~~ 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 ~~CNA recognizes~~ 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 ~~Income.~~

Operations.

~~Table of Contents~~

The ~~following table presents the~~ impact of the ~~loss portfolio transfer~~LPT on the Consolidated Condensed Statements of ~~Income.~~

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions)


Additional amounts ceded under LPT:

Net A&EP adverse development before consideration of LPT






$
113

Provision for uncollectible third-party reinsurance on A&EP

(16
)
Total additional amounts ceded under LPT

$
-
$
-

$
-


97

Retroactive reinsurance benefit recognized

(14
)

(15
)
(36
)

(72
)
Pretax impact of deferred retroactive reinsurance

$
(14
)
$
(15
)
$
(36
)
$
25

~~CNA intends to complete its annual A&EP reserve review in~~Operations was the ~~fourth quarter~~recognition of a retroactive reinsurance benefit of $20 million and $14 million for the three months ended June 30, 2020 and 2019 and ~~maintain this timing for all future annual A&EP reserve reviews. CNA completed A&EP reserve reviews in both the first~~$34 million and ~~fourth quarters of 2018. Based upon CNA’s 2018 first quarter A&EP reserve review, net unfavorable prior year development of $113~~$36 million ~~was recognized before consideration of cessions to the LPT~~ for the six months ended June 30, ~~2018. The 2018 unfavorable development was driven by higher than anticipated defense costs on direct asbestos~~2020 and ~~environmental accounts and paid losses on assumed reinsurance exposures. Additionally, in 2018, CNA released a portion of its provision for uncollectible third party reinsurance.~~

2019. As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the cumulative amounts ceded under the LPT were $

~~3.1~~

3.2 billion. The unrecognized deferred retroactive reinsurance benefit was $

~~338~~

358 million and ~~$374~~$392 million as of June 30, ~~2019~~2020 and December 31, ~~2018~~2019 and is included within Other liabilities on the Consolidated Condensed Balance Sheets.

NICO established a collateral trust account as security for its obligations ~~to CNA.~~under the LPT. The fair value of the collateral trust account was $

~~3.1~~

$3.3 billion and ~~$2.7~~$3.7 billion as of June 30, ~~2019~~2020 and December 31, ~~2018.~~ 2019.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 ~~CNA’s~~the Company’s A&EP claims.

~~6. Leases~~

The Company’s lease agreements primarily cover office facilities and machinery and equipment and expire at various dates. The Company’s leases are predominantly operating leases, which are included in Other assets and Other liabilities on the Consolidated Condensed Balance Sheet. The Company’s lease agreements do not contain significant residual value guarantees, restrictions or covenants.

Operating lease right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its incremental borrowing rate. The Company’s operating lease right of use asset was $

~~623~~

~~million and the Company’s operating lease liability was $~~

~~702~~

~~million at June 30, 2019.~~

~~Operating lease cost was $~~

~~million and $~~

~~million, variable lease cost was $~~

~~million and $~~

~~million and short term lease cost was $~~

~~million and $~~

~~million for the three and six months ended June 30, 2019. Cash paid for amounts included in operating lease liabilities was $~~

~~million and $~~

~~million for the three and six months ended June 30, 2019.~~

~~Table of Contents~~

~~The table below presents the future minimum lease payments to be made under~~

~~non-cancelable~~

~~operating leases as of December 31, 2018:~~

Year Ended December 31

(In millions)

2019
$
75

2020

79

2021

79

2022

68

2023

57

Thereafter

344

Total
$
702

~~The table below presents the maturities of lease liabilities:~~

Operating

As of June 30, 2019

Leases

(In millions)

2019 (a)

$
53

2020

111

2021

108

2022

97

2023

86

Thereafter

421

Total

876

Less: discount

174

Total lease liabilities

$
702

~~(a)~~

~~For the~~

~~six-month~~

~~period beginning July 1, 2019.~~

~~The table below presents the weighted average remaining lease term for operating leases and weighted average discount rate used in calculating the operating lease asset and liability.~~


~~As of June 30, 2019~~

~~Weighted average remaining lease term~~	~~9.6~~	~~Years~~
~~Weighted average discount rate~~	~~4.7~~	%

7. Debt

~~CNA Financial~~

In May of ~~2019, CNA~~2020, Loews Corporation completed a public offering of ~~$500~~$500 million aggregate principal amount of ~~its 3.9%~~3.2% senior notes due

May ~~1, 2029~~

~~and used the net~~15, 2030. The proceeds ~~to redeem the entire $500 million outstanding aggregate principal balance~~ of ~~its 5.9% senior notes due~~

~~August 15, 2020~~

The redemption of the $500 million senior notes resulted in a loss of $21 million ($15 million after tax and noncontrolling interests) and is included in Interest expense on the Consolidated Condensed Statements of Incomethis offering are available for ~~the three and six months ended June 30, 2019.~~general corporate purposes.

~~Boardwalk Pipelines~~27

Index

~~In May of 2019, Boardwalk Pipelines completed a public offering of $500 million aggregate principal amount of its 4.8% senior notes due~~

~~May 3, 2029~~

~~and plans to use the proceeds to retire the outstanding $350 million aggregate principal amount of its 5.8% senior notes due in~~

~~2019~~

~~at maturity. Initially, the proceeds were used to reduce outstanding borrowings under its revolving credit facility.~~

~~Consolidated Container~~

~~In June of 2019, Consolidated Container entered into a credit agreement providing for a $250 million term loan in conjunction with the acquisitions discussed in Note 2.~~

~~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~~

~~3.5~~

~~and matures on~~

~~June 14, 2026~~

~~Table of Contents~~

8. 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, ~~2018~~2019 and ~~2019:~~2020:

	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, 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

Total

Accumulated

OTTI

Unrealized

Foreign

Other

Gains

Gains (Losses)

Cash Flow

Pension

Currency

Comprehensive

(Losses)

on Investments

Hedges

Liability

Translation

Income (Loss)

(In millions)


Balance, April 1, 2018
$
18
$
386
$
10
$
(753
) $
(78
) $
(417
)
Other comprehensive income (loss) before reclassifications, after tax of $1, $45, $0, $0 and $0

(1
)
(156
)
4

(52
)
(205
)
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $0, $1, $0, $(2) and $0

(3
)
9

6

Other comprehensive income (loss)

(1
)
(159
)
4

9

(52
)
(199
)
Amounts attributable to noncontrolling interests

17

(2
)
5

20

Purchase of Boardwalk Pipelines common units

(1
)
(28
)
(29
)
Balance, June 30, 2018
$
17
$
244
$
13
$
(774
) $
(125
) $
(625
)


Balance, April 1, 2019

$
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

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.

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

Major Category of AOCI	Affected Line Item

~~Major Category of AOCI~~		~~Affected Line Item~~

~~OTTI~~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 ~~investments~~		~~Investment gains (losses)~~
~~Cash~~cash flow hedges		Operating revenues and other, Interest expense and Operating expenses and other
Pension ~~liability~~ and postretirement benefits		Operating expenses and other

Index

~~Table of Contents~~

Total

Accumulated

OTTI

Unrealized

Foreign

Other

Gains

Gains (Losses)

Cash Flow

Pension

Currency

Comprehensive

(Losses)

on Investments

Hedges

Liability

Translation

Income (Loss)

(In millions)



Balance, January
1, 2018, as reported

$
22

$
673

$
-

$
(633
)

$
(88
)

$
(26
)
Cumulative effect adjustment from changes in accounting standards, after tax of $0, $8, $0, $0 and $0

4

98

(130
)

(28
)
Balance, January
1, 2018, as adjusted

26

771

-

(763
)

(88
)

(54
)
Other comprehensive income (loss) before reclassifications, after tax of $3, $150, $(2), $0 and $0

(11
)

(570
)

12

(41
)

(610
)
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $0, $5, $0, $(5) and $0

1

(18
)

2

19

4

Other comprehensive income (loss)

(10
)

(588
)

14

19

(41
)

(606
)
Amounts attributable to noncontrolling interests

1

61

(2
)

4

64

Purchase of Boardwalk Pipelines common units

(1
)

(28
)

(29
)
Balance, June
30, 2018

$
17

$
244

$
13

$
(774
)

$
(125
)

$
(625
)
Balance, January
1, 2019

$
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

Re
classification
of losses from accumulated other
comprehensive incom
e, 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

~~Table of Contents~~

Treasury Stock

~~The Company~~Loews Corporation repurchased

~~9.8~~

10.7 million and

~~15.6~~

9.8 million shares of ~~Loews~~its common stock at an aggregate cost of $

~~473~~

478million and $

~~788~~

473 million during the six months ended June 30, ~~2019~~2020 and ~~2018.~~2019.

9. 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 ~~Income.~~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 ~~13:~~

Three Months Ended

Six Months Ended

June
30,

June
30,

2019

2018

2019

2018

(In millions)

Non-insurance
warranty services – CNA Financial

$
285
$
248

$
566
$
486

Contract drilling – Diamond Offshore

216

268

450

564

Transportation and storage of natural gas and NGLs and other services – Boardwalk
Pipelines

321

281

660

612

Lodging and related services – Loews Hotels & Co

185

200

365

383

Rigid plastic packaging and recycled resin – Corporate

223

216

437

429

Total revenues from contracts with customers

945

965

1,912

1,988

Other revenues

16

14

34

34

Operating revenues and other

$
961
$
979

$
1,946
$
2,022

14:

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

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

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
Rigid plastic packaging and recycled resin – Corporate		244		223		500		437
Contract drilling – Diamond Offshore (a)		71		216		300		450
Total revenues from contracts with customers		617		945		1,576		1,912
Other revenues		33		16		56		34
Operating revenues and other	$	650	$	961	$	1,632	$	1,946

(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, ~~2019~~2020 and December 31, ~~2018,~~2019, receivables from contracts with customers were approximately $

~~400~~

$237 million and $

~~434~~

$458 million and are included within Receivables on the Consolidated Condensed Balance Sheets.

Deferred revenue

– As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, deferred revenue resulting from contracts with customers was approximately $

~~3.7~~

~~billion and $~~

~~3.5~~

$3.9 billion and is ~~primarily related to~~reported as Deferred

non-insurance

warranty revenue ~~as reported~~and within Other liabilities on the Consolidated Condensed Balance Sheets. Approximately $

~~533~~

$574 million and $

~~473~~

$533 million of revenues recognized during the six months ended June 30, ~~2019~~2020 and ~~2018~~2019 were included in deferred revenue as of December 31, ~~2018~~2019 and ~~2017.~~2018.

Performance obligations

– As of June 30, ~~2019,~~2020, approximately ~~$13.1~~$13.0 billion of estimated operating revenues is expected to be recognized in the future related to outstanding performance obligations. The balance relates primarily to ~~revenues for~~ transportation and storage of natural gas and ~~NGLs at Boardwalk Pipelines~~natural gas liquids and

hydrocarbons (“NGLs”) services and non-insurance

warranty ~~services at CNA.~~ revenue. Approximately ~~$1.1~~$1.2 billion will be recognized during the remaining six months of ~~2019, $2.0~~2020, $2.1 billion in ~~2020~~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. Benefit Plans

The Company has elected to exclude variable consideration related entirely to wholly unsatisfied performance obligations and contracts where revenue is recognized based upon the right to invoice the customer. Therefore, the estimated operating revenues exclude contract drilling dayrate revenue at Diamond Offshore and interruptible service contract revenue at Boardwalk Pipelines.

~~Table of Contents~~

~~10. Benefit Plans~~

~~The Company and its subsidiaries have~~ 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 for the plans:


	Pension Benefits
	Three Months Ended						Six Months Ended						Pension Benefits
	June 30,						June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
(In millions)

Service cost	$	1		$	2		$	3		$	4		$	1		$	1		$	2		$	3
Interest cost		30			28			59			55			23			30			46			59
Expected return on plan assets		(40	)		(45	)		(80	)		(90	)		(44	)		(40	)		(87	)		(80	)
Amortization of unrecognized net loss		12			10			23			21			12			12			23			23
Amortization of unrecognized prior service cost														1						1
Settlement charge		2			3			2			7			3			2			7			2
Net periodic (benefit) cost	$	5		$	(2	)	$	7		$	(3	)	$	(4	)	$	5		$	(8	)	$	7

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

Interest cost	$	1					$	1		$	1
Expected return on plan assets		(1	)	$	(1	)		(2	)		(2	)
Net periodic benefit	$	-		$	(1	)	$	(1	)	$	(1	)

Other Postretirement Benefits

Three Months Ended

Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

(In millions)

Interest cost

$
1

$
1

Expected return on plan assets

$
(1
)

$
(1
)

(2
)

(2
)
Amortization of unrecognized prior service benefit

(1
)
Net periodic benefit

$
(1
)

$
(1
)

$
(1
)

$
(2
)

~~11.~~31

Index

12. 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, among other things, naming~~proceeding. The Defendants filed a motion to dismiss, which was heard by the ~~Company as a defendant.~~Court in July of 2019. In ~~July~~October of 2019, the Court ~~held a hearing~~ruled on the motion and granted a partial dismissal, with certain aspects of the case proceeding to ~~dismiss and~~trial. The case has ~~taken the issue under advisement.~~been set for trial in early 2021.

~~Table of Contents~~

The Company ~~and its subsidiaries are~~is from time to time ~~parties~~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 will materially affect the Company’s results of operations or equity.

~~12.~~13. Commitments and Contingencies

CNA Guarantees

In the course of selling business entities and assets to third parties, CNA indemnified purchasers for certain losses, some of which are not limited by a contractual monetary amount. As of June 30, 2019, CNA had outstanding unlimited indemnifications that included tax liabilities arising prior to a purchaser’s ownership of an entity or asset, defects in title at the time of sale, employee claims arising prior to closing and in some cases losses arising from certain litigation and undisclosed liabilities. Certain provisions of the indemnification agreements survive indefinitely while others survive until the applicable statutes of limitation expire, or until the agreed upon contract terms expire.

CNA ~~also~~has provided guarantees, if the primary obligor fails to perform, to holders of structured settlement annuities ~~provided~~issued by a previously owned subsidiary. As of June 30, ~~2019,~~2020, the potential amount of future payments CNA could be required to pay under these guarantees was approximately $1.7 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.

~~13.~~14. Segments

~~The Company~~

Loews Corporation has

~~five~~

5reportable segments comprised of

~~four~~

3individualconsolidated operating subsidiaries, CNA, ~~Diamond Offshore,~~ Boardwalk Pipelines and Loews Hotels & Co; ~~and~~ the Corporate segment ~~which includes~~and Diamond Offshore. The Corporate segment is primarily comprised of Loews Corporation excluding its subsidiaries and the operations of ~~Consolidated Container.~~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 isand 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 ~~the Company’s~~Loews 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, ~~2018.~~2019.

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

Index

~~Table of Contents~~

~~Statements of Income~~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 June 30, 2019

CNA
Financial

Diamond
Offshore

Boardwalk
Pipelines

Loews
Hotels & Co

Corporate

Total

(In millions)

Revenues:

Insurance premiums

$
1,824

$
1,824

Net investment income

515

$
2

$
1

$
33

551

Investment gains

2

2

Non-insurance warranty revenue

285

285

Operating revenues and other

4

222

$
327

185

223

961

Total

2,630

224

327

186

256

3,623

Expenses:

Insurance claims and policyholders’ benefits

1,352

1,352

Amortization of deferred acquisition costs

338

338

Non-insurance warranty expense

263

263

Operating expenses and other

279

335

209

163

245

1,231

Interest

55

31

46

5

27

164

Total

2,287

366

255

168

272

3,348

Income (loss) before income tax

343

(142
)

72

18

(16
)

275

Income tax (expense) benefit

(64
)

36

(19
)

(6
)

3

(50
)
Net income (loss)

279

(106
)

53

12

(13
)

225

Amounts attributable to noncontrolling interests

(30
)

54

24

Net income (loss) attributable to Loews Corporation

$
249

$
(52
)

$
53

$
12

$
(13
)

$
249

~~Table of Contents~~

Three Months Ended June 30, 2018

CNA
Financial

Diamond
Offshore

Boardwalk
Pipelines

Loews
Hotels & Co

Corporate

Total

(In millions)

Revenues:

Insurance premiums

$
1,815

$
1,815

Net investment income

506

$
2

$
1

$
42

551

Investment losses

(3
)

(3
)
Non-insurance
warranty revenue

248

248

Operating revenues and other

8

269

$
285

200

217

979

Total

2,574

271

285

201

259

3,590

Expenses:

Insurance claims and policyholders’ benefits

1,327

1,327

Amortization of deferred acquisition costs

359

359

Non-insurance
warranty expense

225

225

Operating expenses and other

299

320

203

169

238

1,229

Interest

35

30

43

8

27

143

Total

2,245

350

246

177

265

3,283

Income (loss) before income tax

329

(79
)

39

24

(6
)

307

Income tax (expense) benefit

(60
)

10

(2
)

(7
)

(59
)
Net income (loss)

269

(69
)

37

17

(6
)

248

Amounts attributable to noncontrolling interests

(29
)

32

(21
)

(18
)
Net income (loss) attributable to Loews Corporation

$
240

$
(37
)

$
16

$
17

$
(6
)

$
230

~~Table of Contents~~Index

Six Months Ended June 30, 2019

CNA
Financial

Diamond
Offshore

Boardwalk
Pipelines

Loews
Hotels & Co

Corporate

Total

(In millions)

Revenues:

Insurance premiums

$
3,627

$
3,627

Net investment income

1,086

$
4

$
1

$
117

1,208

Investment gains

33

33

Non-insurance warranty revenue

566

566

Operating revenues and other

13

456

$
673

365

439

1,946

Total

5,325

460

673

366

556

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

618

404

319

476

2,380

Interest

89

61

91

10

54

305

Total

4,564

679

495

329

530

6,597

Income (loss) before income tax

761

(219
)

178

37

26

783

Income tax (expense) benefit

(141
)

42

(46
)

(12
)

(5
)

(162
)
Net income (loss)

620

(177
)

132

25

21

621

Amounts attributable to noncontrolling interests

(66
)

88

22

Net income (loss) attributable to Loews Corporation

$
554

$
(89
)

$
132

$
25

$
21

$
643

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

Revenues:

Insurance premiums	$	1,824														$	1,824
Net investment income		515					$	1		$	33		$	2			551
Investment gains		2															2
Non-insurance warranty revenue		285															285
Operating revenues and other		4		$	327			185			223			222			961
Total		2,630			327			186			256			224			3,623

Expenses:

Insurance claims and policyholders’ benefits		1,352															1,352
Amortization of deferred acquisition costs		338															338
Non-insurance warranty expense		263															263
Operating expenses and other		279			209			163			245			335			1,231
Interest		55			46			5			27			31			164
Total		2,287			255			168			272			366			3,348
Income (loss) before income tax		343			72			18			(16	)		(142	)		275
Income tax (expense) benefit		(64	)		(19	)		(6	)		3			36			(50	)
Net income (loss)		279			53			12			(13	)		(106	)		225
Amounts attributable to noncontrolling interests		(30	)											54			24
Net income (loss) attributable to Loews Corporation	$	249		$	53		$	12		$	(13	)	$	(52	)	$	249

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	)

~~Table of Contents~~

Six Months Ended June 30, 2018

CNA
Financial

Diamond
Offshore

Boardwalk
Pipelines

Loews
Hotels & Co

Corporate

Total

(In millions)

Revenues:

Insurance premiums

$
3,600

$
3,600

Net investment income

996

$
4

$
1

$
56

1,057

Investment gains

6

6

Non-insurance
warranty revenue

486

486

Operating revenues and other

21

566

$
622

383

430

2,022

Total

5,109

570

622

384

486

7,171

Expenses:

Insurance claims and policyholders’ benefits

2,666

2,666

Amortization of deferred acquisition costs

655

655

Non-insurance
warranty expense

441

441

Operating expenses and other

601

616

401

325

470

2,413

Interest

70

58

87

15

54

284

Total

4,433

674

488

340

524

6,459

Income (loss) before income tax

676

(104
)

134

44
��

(38
)

712

Income tax (expense) benefit

(115
)

54

(14
)

(14
)

5

(84
)
Net income (loss)

561

(50
)

120

30

(33
)

628

Amounts attributable to noncontrolling interests

(60
)

23

(68
)

(105
)
Net income (loss) attributable to Loews Corporation

$
501

$
(27
)

$
52

$
30

$
(33
)

$
523

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

~~Table of Contents~~

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, ~~2019~~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, ~~2018.~~2019. This MD&A is comprised of the following sections:

	Page
	No.

		~~Page~~ ~~No.~~
Overview			36	37
Results of Operations			37	38
Consolidated Financial Results			37	38
CNA Financial			38	39
~~Diamond Offshore~~			44
Boardwalk Pipelines			46	47
Loews Hotels & Co		50
Corporate			48	51
~~Corporate~~Diamond Offshore			48	52
Liquidity and Capital Resources			49	52
Parent Company		52
Subsidiaries			49	52
~~Subsidiaries~~Investments			50	54
~~Investments~~			51
Critical Accounting Estimates			55	57
Accounting Standards Update			55	58
Forward-Looking Statements			55	58

OVERVIEW

~~OVERVIEW~~

~~We are~~Loews Corporation is a holding company and ~~have~~has five reportable segments comprised of ~~four~~three individual consolidated operating subsidiaries, CNA Financial Corporation (“CNA”~~), Diamond Offshore Drilling, Inc. (“Diamond Offshore”~~), Boardwalk Pipeline Partners, LP (“Boardwalk Pipelines”) and Loews Hotels Holding Corporation (“Loews Hotels & Co”); the Corporate segment and Diamond Offshore Drilling Inc. (“Diamond Offshore”). The Corporate segment is primarily comprised of Loews Corporation excluding its subsidiaries and the ~~Corporate segment. The~~ operations of ~~Consolidated Container Company~~Altium Packaging LLC (“~~Consolidated Container”~~Altium Packaging”) ~~are included in~~. Diamond Offshore was deconsolidated during the ~~Corporate segment.~~second quarter of 2020. Each of ~~our~~the operating subsidiaries isand 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 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 ~~our~~ shareholders. The ability of ~~our~~ subsidiaries to pay dividends is subject to, among other things, the availability of sufficient earnings and funds in such subsidiaries, applicable state laws, including in the case of the insurance subsidiaries of CNA, laws and rules governing the payment of dividends by regulated insurance companies (see Note 14 of the Consolidated Financial Statements in our Annual Report on Form

10-K

for the year ended December 31, ~~2018)~~2019) 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.

Unless the context otherwise requires, references in this Report to “Loews Corporation,” “the Company,” “Parent Company,” “we,” “our,” “us” or like terms refer to the business of Loews Corporation excluding its subsidiaries.

Index

~~Table of Contents~~

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, ~~2019~~2020 and ~~2018:~~

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions, except per share data)

CNA Financial
$
249
$
240
$
554
$
501

Diamond Offshore

(52
)
(37
)
(89
)
(27
)
Boardwalk Pipelines

53

16

132

52

Loews Hotels & Co

12

17

25

30

Corporate

(13
)
(6
)
21

(33
)
Net income attributable to Loews Corporation
$
249
$
230
$
643
$
523

Basic net income per share
$
0.82
$
0.72
$
2.10
$
1.62

Diluted net income per share
$
0.82
$
0.72
$
2.09
$
1.61

2019:

	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.

Net ~~income~~loss attributable to Loews Corporation for the three months ended June 30, ~~2019~~2020 was $835 million, or $2.96 per share, compared to net income of $249 million, or $0.82 per share ~~compared to $230 million, or $0.72 per share~~ in the comparable ~~2018~~2019 period. Net ~~income~~loss attributable to Loews Corporation for the six months ended June 30, ~~2019~~2020 was $1.5 billion, or $5.16 per share, compared to net income of $643 million, or $2.09 per share, ~~compared to $523 million, or $1.61 per share~~ in the comparable ~~2018~~2019 period.

~~Net income~~The net loss for the three months ended June 30, ~~2019 increased~~2020 was driven by (i) the investment loss of $957 million to write down the carrying value of our interest in Diamond Offshore as ~~compared with the prior year period due to higher earnings~~a result of its bankruptcy filing on April 26, 2020, (ii) significant catastrophe losses at CNA, and ~~Boardwalk Pipelines~~(iii) operating losses at Loews Hotels & Co. These factors were partially offset by ~~lower results~~increased investment income at ~~Diamond Offshore~~CNA and ~~less Parent Company~~the parent company as well as investment gains at CNA.

The net ~~investment income. Net income~~loss for the six months ended June 30, ~~2019 increased~~2020 was caused by (i) the investment loss from the write down of our Diamond Offshore carrying value discussed above, (ii) Diamond Offshore drilling rig impairment charges of $408 million in the first 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 ~~with~~to gains in the ~~prior year period due~~first six months of 2019.

The economic disruption caused by the coronavirus disease 2019 (“COVID-19”) pandemic and measures to ~~higher earnings at CNA~~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 ~~Boardwalk Pipelines as well as higher Parent Company net investment income, partially offset by lower results at Diamond Offshore.~~our businesses will be dependent on the pandemic’s duration and scope and economic policies and other responses to the pandemic.

Index

~~Table of Contents~~

CNA Financial

The following table summarizes the results of operations for CNA for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 as presented in Note 1314 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report. For further discussion of Net investment income and ~~Net investment~~Investment gains (losses), see the Investments section of this MD&A.

													Three Months Ended						Six Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,						June 30,						June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
(In millions)

Revenues:
Insurance premiums	$	1,824		$	1,815		$	3,627		$	3,600		$	1,850		$	1,824		$	3,719		$	3,627
Net investment income		515			506			1,086			996			534			515			863			1,086
Investment gains (losses)		2			(3	)		33			6			69			2			(147	)		33
Non-insurance warranty revenue		285			248			566			486			308			285			609			566
Other revenues		4			8			13			21			5			4			13			13
Total		2,630			2,574			5,325			5,109			2,766			2,630			5,057			5,325
Expenses:
Insurance claims and policyholders’ benefits		1,352			1,327			2,709			2,666			1,642			1,352			3,067			2,709
Amortization of deferred acquisition costs		338			359			680			655			342			338			686			680
Non-insurance warranty expense		263			225			523			441			285			263			566			523
Other operating expenses		279			299			563			601			283			279			583			563
Interest		55			35			89			70			31			55			62			89
Total		2,287			2,245			4,564			4,433			2,583			2,287			4,964			4,564
Income before income tax		343			329			761			676			183			343			93			761
Income tax expense		(64	)		(60	)		(141	)		(115	)		(32	)		(64	)		(4	)		(141	)
Net income		279			269			620			561			151			279			89			620
Amounts attributable to noncontrolling interests		(30	)		(29	)		(66	)		(60	)		(16	)		(30	)		(9	)		(66	)
Net income attributable to Loews Corporation	$	249		$	240		$	554		$	501		$	135		$	249		$	80		$	554

Three Months Ended June 30, ~~2019~~2020 Compared to ~~2018~~

2019

Net income attributable to Loews Corporation ~~increased $9~~was $135 million for the three months ended June 30, ~~2019~~2020 as compared with $249 million in the ~~2018~~2019 period. ~~Net income increased~~The decrease was primarily due to ~~favorable persistency~~net catastrophe losses of $301 million for the three months ended June 30, 2020 as compared to $38 million in the ~~long term care business~~2019 period and ~~the absence of costs incurred in 2018 associated with the transition to a new IT infrastructure service provider. These increases were partially offset by lower favorable~~unfavorable net prior year loss reserve ~~development~~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 favorable net investment income driven by limited partnership and common stock returns, favorable non-catastrophe current accident year underwriting results and higher investment gains. Investment gains were driven by the favorable change in fair value of non-redeemable preferred stock and higher gains on sales of fixed maturity securities. The prior year period included a $15 million charge (after tax and noncontrolling interests) related to the early retirement of debt.

Six Months Ended June 30, ~~2019~~2020 Compared to ~~2018~~

2019

Net income attributable to Loews Corporation ~~increased $53~~was $80 million for the six months ended June 30, ~~2019~~2020 as compared with $554 million in the ~~2018~~2019 period. ~~Net income increased~~The decrease was primarily due to ~~higher~~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 ~~investment gains, partially offset~~written premiums, excluding third party captives driven by ~~lower underwriting income reflecting~~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 ~~catastrophe~~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 ~~lower favorable net prior~~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 ~~reserve development,~~estimate, including in lines of business where losses have already been incurred as well as the ~~charge~~potential for impacts in other lines unknown at this time. Continued spread of the ~~early retirement~~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 ~~debt~~business as ~~discussed above.~~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, ~~there was adverse prior year reserve development recorded for~~ the ~~six months ended June 30, 2018 under the 2010 asbestos and environmental pollution (“A&EP”) loss portfolio transfer as further discussed~~impact from lower frequency is mostly offset by higher severity in ~~Note 5~~certain areas of the ~~Notes to Consolidated Condensed Financial Statements included under Item 1. Earnings in 2019 also benefited from favorable persistency in the long term care business.~~

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 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. 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

~~Table of Contents~~

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

In assessing ~~CNA’s~~its insurance operations, ~~the Company~~CNA utilizes the core income (loss) financial measure. Core income (loss) is calculated by excluding from net income (loss) ~~(i) net~~, investment gains or losses ~~(ii) income or loss from discontinued operations, (iii)~~and any cumulative effects of changes in accounting ~~guidance and (iv) deferred tax asset and liability remeasurement as a result of an enacted U.S. federal tax rate change.~~guidance. In addition, core income (loss) excludes the effects of noncontrolling interests. The calculation of core income (loss) excludes ~~net~~ investment gains or losses because ~~net~~ investment gains or losses are generally driven by economic factors that are not necessarily ~~consistent with key drivers~~reflective of ~~underwriting performance, and are therefore not considered an indication of trends in~~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 ~~investors as management uses this measure to assess financial performance.~~evaluate its insurance operations.

Property & Casualty Operations

In evaluating the results of Property & Casualty Operations, CNA utilizes the loss ratio, the expense ratio, the dividend ratio and the combined ratio. These ratios are calculated using GAAP financial results. The loss ratio is the percentage of net incurred claim and claim adjustment expenses to net earned premiums. The 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. In addition, ~~CNA also utilizes~~ 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 ~~changes.~~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

~~Table of Contents~~

The following tables summarize the results of CNA’s Property & Casualty Operations for the three and six months ended June 30, ~~2019~~2020 and ~~2018:~~

Three Months Ended June 30, 2019

Specialty

Commercial

International

Total

(In millions, except %)

Net written premiums
$
713
$
912
$
249
$
1,874

Net earned premiums

688

763

243

1,694

Net investment income

134

154

15

303

Core income

161

120

17

298

Other performance metrics:







Loss and loss adjustment expense ratio

57.4
%
66.5
%
60.2
%
61.9
%
Expense ratio

33.1

32.6

37.3

33.4

Dividend ratio

0.2

0.6

0.4

Combined ratio

90.7
%
99.7
%
97.5
%
95.7
%

Rate

4
%
3
%
7
%
4
%
Renewal premium change

5

5

8

5

Retention

88

85

67

83

New business
$
97
$
186
$
75
$
358

Three Months Ended June 30, 2018

Net written premiums
$
688
$
810
$
271
$
1,769

Net earned premiums

683

753

248

1,684

Net investment income

130

157

15

302

Core income (loss)

183

143

(7
)
319

Other performance metrics:

Loss and loss adjustment expense ratio

54.6
%
62.4
%
66.8
%
59.9
%
Expense ratio

32.0

33.5

37.9

33.5

Dividend ratio

0.2

0.7

0.4

Combined ratio

86.8
%
96.6
%
104.7
%
93.8
%

Rate

2
%
1
%
3
%
1
%
Renewal premium change

5

4

5

4

Retention

83

86

77

83

New business
$
93
$
157
$
82
$
332

2019:

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

Gross written premiums	$	1,762		$	1,126		$	277		$	3,165
Gross written premiums excluding third
party captives		811			1,044			277			2,132
Net written premiums		742			949			239			1,930
Net earned premiums		705			795			224			1,724
Net investment income		133			177			14			324
Core income (loss)		90			20			(14	)		96

Other performance metrics:
Loss ratio excluding catastrophes
and development		59.9	%		59.0	%		59.9	%		59.5	%
Effect of catastrophe impacts		15.0			19.0			19.9			17.5
Effect of development-related items		(2.9	)		6.0			(1.2	)		1.4
Loss ratio		72.0	%		84.0	%		78.6	%		78.4	%
Expense ratio		32.0			33.9			36.7			33.6
Dividend ratio		0.2			0.6						0.3
Combined ratio		104.2	%		118.5	%		115.3	%		112.3	%
Combined ratio excluding catastrophes
and development		92.1	%		93.5	%		96.6	%		93.4	%

Rate		12	%		9	%		13	%		11	%
Renewal premium change		11			8			11			9
Retention		85			83			74			83
New business	$	96		$	205		$	62		$	363

Three Months Ended June 30, 2019

Gross written premiums	$	1,724		$	1,024		$	287		$	3,035
Gross written premiums excluding third
party captives		755			958			287			2,000
Net written premiums		713			912			249			1,874
Net earned premiums		688			763			243			1,694
Net investment income		134			154			15			303
Core income		161			120			17			298

Other performance metrics:
Loss ratio excluding catastrophes
and development		59.9	%		61.7	%		60.1	%		60.8	%
Effect of catastrophe impacts		0.1			4.9			0.2			2.2
Effect of development-related items		(2.6	)		(0.1	)		(0.1	)		(1.1	)
Loss ratio		57.4	%		66.5	%		60.2	%		61.9	%
Expense ratio		33.1			32.6			37.3			33.4
Dividend ratio		0.2			0.6						0.4
Combined ratio		90.7	%		99.7	%		97.5	%		95.7	%
Combined ratio excluding catastrophes
and development		93.2	%		94.9	%		97.4	%		94.6	%

Rate		4	%		3	%		7	%		4	%
Renewal premium change		5			5			8			6
Retention		89			87			70			84
New business	$	97		$	186		$	75		$	358

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

~~Table of Contents~~

Six Months Ended June 30, 2019

Specialty

Commercial

International

Total

(In millions, except %)

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 and loss adjustment expense 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
%

Rate

4
%

2
%

6
%

3
%
Renewal premium change

4

4

3

4

Retention

89

85

67

83

New business

$
    183

$
350

$
  155

$
   688

Six Months Ended June 30, 2018

Net written premiums
$
   1,374
$
  1,642
$
  566
$
   3,582

Net earned premiums

1,355

1,496

484

3,335

Net investment income

252

306

29

587

Core income

354

276

16

646

Other performance metrics:

Loss and loss adjustment expense ratio

55.4
%
62.7
%
63.7
%
59.9
%
Expense ratio

31.6

33.4

37.1

33.2

Dividend ratio

0.2

0.7

0.4

Combined ratio

87.2
%
96.8
%
100.8
%
93.5
%

Rate

2
%
1
%
3
%
2
%
Renewal premium change

5

5

5

5

Retention

84

85

81

84

New business
$
   173
$
339
$
  175
$
   687

Three Months Ended June 30, ~~2019~~2020 Compared to ~~2018~~

2019

Total ~~net~~gross written premiums increased ~~$105~~$130 million for the three months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 period. Total net written premiums increased $56 million for the three months ended June 30, 2020 as compared with the 2019 period.

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

Index

ended June 30, 2020 as compared with the 2019 period driven by strong rate. Net written premiums for Specialty increased $29 million for the three months ended June 30, 2020 as compared with the 2019 period. The increase 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 Specialty.

Gross written premiums for Commercial increased $102 million for the three months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 period driven by strong rate and higher new ~~business and favorable rate.~~business. Net written premiums for Commercial increased $37 million for the three months ended June 30, 2020 as compared with the 2019 period. The increase in net earned premiums for the three months ended June 30, 2020 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 $10 million for the three months ended June 30, 2020 as compared with the 2019 period. Excluding the effect of foreign currency exchange rates, gross written premiums decreased $3 million driven by the continued impact of the strategic exit from certain Lloyd’s business classes, offset by growth in Europe and Canada. Net written premiums decreased $10 million for the three months ended June 30, 2020 as compared with the 2019 period. Excluding the effect of foreign currency exchange rates, net written premiums decreased $6 million for the three months ended June 30, 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 ~~Commercial~~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 net catastrophe losses of $105 million for the three months ended June 30, 2020 included $103 million related to the COVID-19 pandemic. Specialty net catastrophe losses were $1 million for the three months ended June 30, 2019. Commercial net catastrophe losses of $151 million for the three months ended June 30, 2020 included $43 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 net catastrophe losses of $45 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.

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 net prior year loss reserve development of $22 million and favorable net prior year loss reserve development of $31 million was recorded for the three months ended June 30, 2020 and 2019. For the three months ended June 30, 2020 and 2019, Specialty recorded favorable net prior year loss reserve development of $20 million and $18 million and Commercial recorded unfavorable net prior year loss reserve development of $45 million as compared with favorable net prior year loss reserve development of $12 million. For the three months ended June 30, 2020, International recorded favorable net prior year loss reserve development of $3 million as compared with $1 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 13.5 points for the three months ended June 30, 2020 as compared with the 2019 period. The loss ratio increased 14.6 points driven by higher net catastrophe losses, or 15.0 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 as compared with the 2019 period driven by lower underwriting expenses and higher net earned premiums.

Commercial’s combined ratio increased 18.8 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, 2020 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, 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 point improvement in the loss ratio excluding catastrophes and development primarily driven by lower loss frequency from the impact of COVID-19 as well as 0.6 points of improvement in the expense ratio 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 ~~three~~six months ended June 30, ~~2019~~2020 as compared with the ~~same period in 2018 driven by higher new business, strong retention and favorable rate.~~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 for the three months ended June 30, 2019. Net~~Specialty.

Gross written premiums for International decreased $22 million for the three months ended June 30, 2019 as compared with the 2018 period. Excluding the effect of foreign currency exchange rates, net written premiums decreased $11 million, or 4%, for the three months ended June 30, 2019 as compared with the 2018 period driven by the strategic exit from certain Hardy business classes in the fourth quarter of 2018. The decrease in net earned premiums was consistent with the trend in net written premiums in recent quarters for International for the three months ended June 30, 2019.

Core income decreased $21 million for the three months ended June 30, 2019 as compared with the 2018 period primarily due to higher net catastrophe losses and lower favorable net prior year loss reserve development.

~~Table of Contents~~

Net catastrophe losses were $38 million for the three months ended June 30, 2019 as compared with $26 million in the 2018 period. For the three months ended June 30, 2019 and 2018, Specialty had net catastrophe losses of $1 million and $3 million, Commercial ~~had net catastrophe losses of $37 million and $19 million, and International had net catastrophe losses of less than $1 million and $4 million.~~

Favorable net prior year loss reserve development of $31 million and $59 million was recorded for the three months ended June 30, 2019 and 2018. For the three months ended June 30, 2019 and 2018, Specialty recorded favorable net prior year loss reserve development of $18 million and $44 million and Commercial recorded favorable net prior year loss reserve development of $12 million and $13 million. For the three months ended June 30, 2019 and 2018, International recorded favorable net prior year loss reserve development of $1 million and $2 million. Further information on net prior year loss reserve development is included in Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

~~Specialty’s combined ratio~~ increased 3.9 points for the three months ended June 30, 2019 as compared with the 2018 period. The loss ratio increased 2.8 points primarily due to lower favorable net prior year loss reserve development. The expense ratio increased 1.1 points for the three months ended June 30, 2019 as compared with the same period in 2018 driven by higher employee costs and acquisition expenses.

Commercial’s combined ratio increased 3.1 points for the three months ended June 30, 2019 as compared to the 2018 period. The loss ratio increased 4.1 points driven by higher net catastrophe losses and unfavorable retrospective premium development. The expense ratio for the three months ended June 30, 2019 improved 0.9 points as compared with the 2018 period driven by lower acquisition expenses.

International’s combined ratio improved 7.2 points for the three months ended June 30, 2019 as compared with the 2018 period. The loss ratio improved 6.6 points, primarily driven by a lower number of large property losses, mainly in Canada, and lower net catastrophe losses. The expense ratio improved 0.6 points for the three months ended June 30, 2019 as compared with the 2018 period driven by lower employee costs.

~~Six Months Ended June 30, 2019 Compared to 2018~~

~~Total net written premiums increased $98~~$223 million for the six months ended June 30, ~~2019~~2020 as compared with the ~~2018 period.~~2019 period driven by strong rate and higher new business. Net written premiums for Commercial increased ~~$119~~$138 million for the six months ended June 30, ~~2019~~2020 as compared with the ~~2018 period driven by higher new business partially offset by a higher level of ceded reinsurance.~~2019 period. The increase in net earned premiums ~~for Commercial~~ for the six months ended June 30, 2019 was consistent with the trend in net written premiums partially offset by a reduction in ~~recent quarters. Net~~the estimated audit premiums as a result of the economic slowdown arising from COVID-19 for Commercial.

Gross written premiums for ~~Specialty increased $37~~International decreased $27 million for the six months ended June 30, ~~2019~~2020 as compared with the ~~same period in 2018~~2019 period. Excluding the effect of foreign currency exchange rates, gross written premiums decreased $18 million driven by ~~higher new~~the continued impact of the strategic exit from certain Lloyd’s business ~~strong retention~~classes, offset by growth in Canada and ~~favorable rate. The decrease in net earned premiums for Specialty for the six months ended June 30, 2019 was consistent with the trend in net written premiums in recent quarters.~~Europe. Net written premiums ~~for International~~ decreased ~~$58~~$50 million for the six months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 period. Excluding the effect of foreign currency exchange rates, net written premiums decreased ~~$34~~$42 million ~~or 6%,~~ for the six months ended June 30, ~~2019~~2020 as compared with the ~~2018 period driven by the strategic exit from certain Hardy business classes in the fourth quarter of 2018.~~2019 period. The ~~increase~~decrease in net earned premiums ~~for International~~ for the six months ended June 30, ~~2019~~2020 was consistent with the trend in net written premiums in recent ~~quarters.~~

quarters for International.

Core income decreased ~~$34~~$394 million for the six months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 period ~~primarily~~ due to ~~unfavorable underwriting results, partially offset by~~ higher net catastrophe losses, lower net investment income driven by ~~higher~~ limited partnership and common stock ~~returns.~~

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 ~~$96~~$376 million for the six months ended June 30, ~~2019~~2020 as compared with ~~$60~~$96 million in the ~~2018~~2019 period. ~~For~~Net catastrophe losses for the six months ended June 30, ~~2019~~2020 included $195 million related to COVID-19, $61 million related to civil unrest and ~~2018,~~$120 million related primarily to severe weather-related events. Specialty ~~had~~ 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 ~~and $6 million,~~for the six months ended June 30, 2019. Commercial ~~had~~ 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 ~~and $48 million and~~for the six months ended June 30, 2019. International ~~had~~ 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 ~~in each year.~~

for the six months ended June 30, 2019.

~~Favorable~~Unfavorable net prior year loss reserve development of ~~$45~~$7 million and ~~$98~~favorable net prior year loss reserve development of $45 million was recorded for the six months ended June 30, ~~2019~~2020 and ~~2018.~~2019. For the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, Specialty recorded favorable net prior year loss reserve development of $31 million and $38 million and ~~$74~~Commercial recorded unfavorable net prior year loss reserve development of $41 million ~~Commercial~~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 ~~$20~~$3 million ~~and $22 million and International recorded~~as compared with unfavorable net prior year loss reserve development of $13 million ~~and favorable net prior year loss reserve development of $2 million.~~in the 2019 period. Further information on net prior year loss reserve development is included in Note 56 of the Notes to Consolidated Condensed Financial Statements included under Item 1.

~~Table of Contents~~

Specialty’s combined ratio increased ~~4.3~~6.4 points for the six months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 period. The loss ratio increased ~~2.9~~7.3 points ~~primarily~~ 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 ~~favorable~~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 ~~expense~~combined ratio ~~increased~~excluding catastrophes and development improved 1.4 points for the six months ended June 30, ~~2019~~2020 as compared ~~with~~to the ~~same~~2019 period which reflects a 0.3 point net benefit related to COVID-19 from lower loss frequency as a result of shelter in ~~2018 driven~~place restrictions and an adverse impact from a reduction in the estimated audit premiums. These items decreased the loss ratio by ~~higher employee costs~~0.9 points and ~~acquisition expenses.~~

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.

~~Commercial’s~~International’s combined ratio increased ~~3.7~~7.7 points for the six months ended June 30, ~~2019~~2020 as compared towith the ~~2018~~2019 period. The loss ratio increased ~~4.0~~8.8 points driven by higher net catastrophe losses, or 11.9 points of the ~~current accident year. The expense~~loss ratio, for the six months ended June 30, ~~2019 improved 0.2 points as compared with the 2018 period.~~

International’s combined ratio improved 1.1 points for the six months ended June 30, 2019 as compared with the 2018 period. The loss ratio improved 1.2 points, driven by a lower number of large property losses mainly in Canada,2020, partially offset by ~~unfavorable~~favorable net prior year loss reserve development in the current year period. The expense ratio ~~was largely consistent~~improved 1.1 points for the six months ended June 30, ~~2019~~2020 as compared with the ~~2018 period.~~

2019 period driven by lower acquisition and underwriting expenses.

Other Insurance Operations

The following table summarizes the results of CNA’s Other Insurance Operations for the three and six months ended June 30, ~~2019~~2020 and ~~2018:~~

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions)

Net earned premiums

$
   130
$
   131

$
   260
$
   265

Net investment income

212

204

423

409

Core loss

(4
)

(49
)
-

(95
)

2019:

	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, ~~2019~~2020 Compared to ~~2018~~2019

Core ~~loss was $4~~income of $3 million for the three months ended June 30, ~~2019, an improvement of $45 million as compared with the 2018 period. The 2018 period included~~

~~non-recurring~~

~~costs of $23 million associated with the transition to a new IT infrastructure service provider. Persistency within~~2020 was primarily driven by better than expected persistency in the long term care business for the three months ended June 30, 2019 continues to benefit from a higher than expected number of policyholders choosing to lapse coverage or reduce benefits in lieu of premium rate increases. The favorable persistency trend in the prior year period was offset when a significant number of policies converted to a fully

~~paid-up~~

status with modest future benefits following the termination of a large group account. The reserves associated with these converted policies were, on average, slightly higher than the previously recorded carried reserves, resulting in a negative financial impact for the three months ended June 30, 2018. Morbidity continues to trend in line with expectations.business.

Six Months Ended June 30, ~~2019~~2020 Compared to ~~2018~~

2019

Core ~~results improved $95~~loss of $11 million for the six months ended June 30, ~~2019 as compared with~~2020 was primarily due to interest expense on corporate debt partially offset by better than expected persistency in the ~~2018 period. The drivers~~long term care business and amortization of ~~core income for~~ the ~~six month period were generally consistent with~~deferred gain related to the ~~three month discussion above. In addition, the 2018 period included adverse net prior year reserve development for~~ A&EP ~~under the~~ loss portfolio ~~transfer, as further discussed in Note 5 of the Notes to Consolidated Condensed Financial Statements included under Item 1.~~transfer.

Index

~~Table of Contents~~

Non-GAAP

Reconciliation of Core Income (Loss) to Net Income

The following table reconciles core income (loss) to net income attributable to Loews Corporation for the ~~CNA segment for the~~ three and six months ended June 30, ~~2019~~2020 and ~~2018:~~

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions)

Core income (loss):

Property & Casualty Operations

$
298
$
319

$
612
$
646

Other Insurance Operations

(4
)

(49
)
(95
)
Total core income

294

270

612

551

Investment gains (losses) (after tax)

1

(1
)
24

7

Consolidating adjustments including purchase accounting
and noncontrolling interests

(46
)

(29
)
(82
)

(57
)
Net income attributable to Loews Corporation

$
249
$
240

$
554
$
501

2019:

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

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

~~Diamond Offshore~~

Boardwalk Pipelines

~~Overview~~

~~During~~Current Events

In 2020, the ~~second quarter of 2019,~~world and the ~~average price for Brent crude oil was in~~United States experienced the ~~high~~

~~$60-per-barrel~~

level and overall floater demand and offshore utilization increased marginally, with industry-wide floater utilization averaging near 66% at the end of June 2019, based on industry analyst reports. Within the floater rig class, the ultra-deepwater floaters remain the most distressed asset class, with industry-wide utilization reported at 63% at the endunprecedented impacts of the ~~second quarter~~COVID-19 pandemic and measures to mitigate the spread of ~~2019. In general, dayrates remain low compared~~COVID-19. An excess supply of energy products has also led to previous periods, as the increase in oil prices from earlier lows has not resulted in significantly higher dayrates. Industry analysts indicate that, based on historical data, utilization rates have had to increase to the 80%-range before pricing power has shifted to the drilling contractor from the customer. Some analysts believe that the offshore contract drilling market will recover over the next two years as additional offshore projects are expected to be sanctioned to replace oil and gas reserves and to meet predicted growing energy demand. However, many of these are expected to be greenfield, or new oil and gas development projects for which drilling does not typically commence until the second, third or fourth year of development. Capital investments in offshore projects will also compete with onshore shale in the U.S.

During the first half of 2019, the number of contract tenders for 2020 and 2021 floater project commencements increased, primarily for work in the North Sea and Australia markets. Industry analysts also predict that there will be additional opportunities in the West Africa market in the near term. Presently, many of these tenders have been limited to single-well jobs, with options for future wells. Although some geographic areas appear to be improving, other markets show little or no sign of recovery at this time.

~~From~~ a ~~supply perspective, industry analysts have reported that despite 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 ~~global supply~~safety of floater rigs over the past four years, the offshore contract drilling market remains oversupplied. Rig attrition has slowed, with only five floaters having been retired during 2019 as of the date of this report. However, recent mergersits employees and acquisitions in the offshore drilling industry could result in additional rig retirements, as drillers assess and optimize their fleets. Industry analysts report that there are approximately 100 cold-stacked floaters, which could potentially be reactivated, but reactivation costs can be substantial and generally increase the longer a rig remains cold stacked. In addition, industry reports indicate that approximately 40 newbuild floaters remain on order with deliveries currently scheduled between 2019 and 2022, most of which have not yet been contracted for future work, and approximately 50 projected contracted floater rollovers are estimatedoperations while maintaining uninterrupted service to ~~occur during the remainder of 2019. These factors provide for a continued, challenging offshore drilling market in the near term.~~

~~As a result of these challenges, Diamond Offshore and other offshore drillers are actively seeking ways to drive efficiency, reduce~~

~~non-productive~~

time on rigs and provide technical innovation to customers. New rig technology, automation and other operating and supply chain efficiencies are resulting in the faster drilling and completion of wells, leading to lower well costs forits customers.

~~Table of Contents~~

~~Contract Drilling Backlog~~

~~Diamond Offshore’s contract drilling backlog was $2.0 billion as of July 1, 2019 (based on information available at that time) and January 1, 2019 (the date reported in our Annual Report on Form~~

~~10-K~~

~~for the year ended December 31, 2018). The contract drilling backlog by year as of July 1, 2019 is $0.5 billion in 2019 (for the~~

~~six-month~~

period beginning July 1, 2019), $0.8 billion in 2020 and an aggregate of $0.7 billion in 2021 through 2023. Contract drilling backlog as of July 1, 2019 excludes future gross margin commitments of $30 million for 2019, approximately $25 million for 2020 and an aggregate $75 million in 2021 through 2023, payable by a customer in the form of a guarantee of gross margin to be earned on future contracts or by direct payment at the end of each of the three respective periods, pursuant to terms of an existing contract.

Diamond Offshore’s contract drilling backlog includes only firm commitments (typically represented by signed contracts) and is calculated by multiplying the contracted operating dayrate by the firm contract period. Diamond Offshore’s calculation also assumes full utilization of its drilling equipment for the contract period (excluding scheduled shipyard and survey days); however, the amount of actual revenue earned and the actual periods during which revenues are earned will be different than the amounts and periods stated above due to various factors affecting utilization such as weather conditions and unscheduled repairs and maintenance. Contract drilling backlog excludes revenues for mobilization, demobilization, contract preparation and customer reimbursables. Changes in Diamond Offshore’s contract drilling backlog between periods are generally a function of the performance of work on term contracts, as well as the extension or modification of existing term contracts and the execution of additional contracts. In addition, under certain circumstances, Diamond Offshore’s customers may seek to terminate or renegotiate its contracts, which could adversely affect its reported backlog.

~~Results of Operations~~

The following ~~table~~ 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.

Index

The safety of Boardwalk Pipelines’ employees and operations ~~for Diamond Offshore for~~while providing uninterrupted service to its customers remains its primary focus. Although it is difficult to reasonably determine the ~~three~~ongoing and ~~six months ended June 30, 2019 and 2018 as presented in Note 13~~future impacts of the ~~Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:~~

Three Months Ended
June 30,

Six Months Ended
June 30,

2019

2018

2019

2018

(In millions)









Revenues:

Net investment income

$
2
$
2

$
4
$
4

Contract drilling revenues

207

265

434

553

Other revenues

15

4

22

13

Total

224

271

460

570

Expenses:

Contract drilling expenses

225

189

392

374

Other operating expenses

Impairment of assets

27

27

Other expenses

110

104

226

215

Interest

31

30

61

58

Total

366

350

679

674

Loss before income tax

(142
)

(79
)
(219
)

(104)

Income tax benefit

36

10

42

54

Amounts attributable to noncontrolling interests

54

32

88

23

Net loss attributable to Loews Corporation

$
(52
)
$
(37
)
$
(89
)

$         (27)

~~Three Months Ended June 30, 2019 Compared to 2018~~

~~Contract drilling revenue decreased $58 million for the three months ended June 30, 2019 as compared with the 2018 period, primarily due to lower average daily revenue earned~~COVID-19 pandemic and the effect of fewer revenue earning days, including the impact of downtime for rig maintenance. Contract drilling expense increased $36 million for the three months ended June 30, 2019 as compared with the 2018 period, primarily due to incremental amortization of previously deferred contract preparation and mobilization costs and increased costs for the current fleet for labor and other rig operating costs. These increases were partially offset by reduced costs for a rig which was soldvolatility in energy prices, an extended downturn in the ~~second quarter of 2019.~~

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.

~~Table of Contents~~

Net loss attributable to Loews Corporation increased $15 million for the three months ended June 30, 2019 as compared with the 2018 period, reflecting lower margins from contract drilling services, primarily due to lower contract drilling revenues and higher depreciation expense due to capital expenditures since the latter part of 2018 and the completion of software implementation projects. These unfavorable impacts on results were partially offset by a net gain of $5 million (after tax and noncontrolling interests) on the disposition of assets, a favorable tax adjustment of $7 million (after noncontrolling interests) in 2019 related to an uncertain tax position recorded by Diamond Offshore in 2017 and the absence of an impairment charge of $12 million (after tax and noncontrolling interests) recorded in the second quarter of 2018.

~~Six Months Ended June 30, 2019 Compared to 2018~~

Contract drilling revenue decreased $119 million for the six months ended June 30, 2019 as compared with the 2018 period, primarily due to lower average daily revenue earned and the effect of fewer revenue earning days. Contract drilling expense increased $18 million for the six months ended June 30, 2019 as compared with the 2018 period, primarily due to incremental amortization of previously deferred contract preparation and mobilization costs and increased rig operating costs for the current fleet. These increases were partially offset by reduced costs for cold-stacked and previously owned rigs, including the sold rig, as well as lower costs for labor and fuel for the current fleet.

Net loss attributable to Loews Corporation increased $62 million for the six months ended June 30, 2019 as compared with the 2018 period, reflecting lower margins from contract drilling services, primarily due to lower contract drilling revenues as well as higher depreciation expense primarily due to recent capital expenditures and the completion of software implementation projects and a lower tax benefit as compared to the prior year period. These unfavorable impacts on results were partially offset by a net gain on the disposition of assets during the six months ended June 30, 2019 and the absence of an impairment charge recognized in the 2018 period.

~~Boardwalk Pipelines~~

Firm Agreements

A substantial portion of Boardwalk Pipelines’ transportation and storage capacity is contracted for under firm agreements. For the ~~last~~ twelve months ended June 30, ~~2019,~~2020, approximately ~~88%~~90% of Boardwalk Pipelines’ revenues ~~excluding retained fuel,~~ were derived from fixed fees under firm agreements. Boardwalk Pipelines expects to earn revenues of approximately ~~$10.2~~$9.3 billion from fixed fees under committed firm agreements in place as of June 30, ~~2019,~~2020, including agreements for transportation, storage and other services, over the remaining term of those agreements. ~~This amount has increased by~~For the six months ended June 30, 2020, Boardwalk Pipelines added approximately ~~$1.1 billion~~$502 million from the comparable amount at December 31, ~~2018,~~2019, from contracts entered into during ~~2019.~~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, ~~2019.~~

2020.

Contract ~~renewals~~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. ~~The amount of~~While Boardwalk Pipelines has not seen a significant change in ~~firm reservation fees under contract reflects~~ the ~~overall market trends, including~~demand for its services as a result of the ~~impact from~~COVID-19 pandemic or the volatility in energy prices, if these conditions remain for an extended period of time or re-occur, Boardwalk ~~Pipelines’ growth projects.~~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~~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.

~~Table of Contents~~

Index

Results of Operations

The following table summarizes the results of operations for Boardwalk Pipelines for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 as presented in Note 1314 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

													Three Months Ended						Six Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,						June 30,						June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
(In millions)

Revenues:
Other revenue, primarily operating		$ 327			$ 285			$ 673			$ 622
Operating revenues and other													$	296		$	327		$	637		$	673
Total		327			285			673			622			296			327			637			673
Expenses:
Operating		209			203			404			401
Operating and other														210			209			421			404
Interest		46			43			91			87			41			46			83			91
Total		255			246			495			488			251			255			504			495
Income before income tax		72			39			178			134			45			72			133			178
Income tax expense		(19	)		(2	)		(46	)		(14	)		(11	)		(19	)		(34	)		(46	)
Amounts attributable to noncontrolling interests					(21	)					(68	)
Net income attributable to Loews Corporation		$ 53			$ 16			$ 132			$ 52		$	34		$	53		$	99		$	132

Three Months Ended June 30, ~~2019~~2020 Compared to ~~2018~~

2019

Total revenues ~~increased $42~~decreased $31 million for the three months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 period. ~~Excluding~~Including the ~~net~~ effect of items ~~offset~~ in fuel and transportation expense ~~primarily retained fuel,~~ 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 ~~increased $16~~decreased $6 million ~~primarily~~ driven by ~~Boardwalk Pipelines’ recently completed growth projects, partially offset by contract restructuring and~~ contract expirations that were recontracted at overall lower average ~~rates.~~

rates, partially offset by revenues from recently completed growth projects and higher storage and parking and lending (“PAL”) revenues due to favorable market conditions.

Operating expenses ~~increased $6~~were essentially flat for the three months ended June 30, 2020 as compared with the 2019 period. Interest expense decreased $5 million for the three months ended June 30, ~~2019~~2020 as compared with the ~~2018~~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, 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 in operating revenues, operating expenses increased $5$13 million, ~~as compared with the prior year period~~ primarily due to ~~higher depreciation expense and property taxes from~~ an increased asset base from recently completed growth ~~projects.~~

~~Net income attributable to Loews Corporation increased $37 million for the three months ended June 30, 2019 as compared with the 2018 period due to the changes discussed above~~projects, higher litigation expenses and the ~~impact~~expiration of ~~the Company now owning 100% of Boardwalk Pipelines.~~

~~Six Months Ended June 30, 2019 Compared to 2018~~

~~Total revenues increased $51~~property tax abatements. Interest expense decreased $8 million for the six months ended June 30, ~~2019~~2020 as compared with the 2018 period. Excluding the net effect of items offset in fuel and transportation expense, primarily retained fuel, and net proceeds of approximately $26 million as a result of drawing on letters of credit due to a customer bankruptcy, operating revenues increased $29 million primarily driven by Boardwalk Pipelines’ recently completed growth projects, partially offset by contract restructuring and contract expirations that were recontracted at overall lower average rates.

~~Operating expenses increased $3 million for the six months ended June 30,~~ 2019 ~~as compared with the 2018 period. Excluding items offset in operating revenues, operating expenses increased $5 million as compared with the prior year~~ period primarily due to lower interest rates from borrowings under Boardwalk Pipelines’ revolving credit facility and higher ~~depreciation expense~~capitalized interest and ~~property taxes from an increased asset base from recently completed growth~~allowance for funds used during construction related to Boardwalk Pipelines’ capital projects.

Net income attributable to Loews Corporation increased $80 million for the six months ended June 30, 2019 as compared with the 2018 period due to the changes discussed above and the impact of the Company now owning 100% of Boardwalk Pipelines.

Index

~~Table of Contents~~

Loews Hotels & Co

The following table summarizes the results of operations for Loews Hotels & Co for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 as presented in Note 1314 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

													Three Months Ended						Six Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,						June 30,						June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
(In millions)

Revenues:
Operating revenue		$ 159			$ 171			$ 310			$ 324		$	9		$	159		$	118		$	310
Gain on sale of hotel														13						13
Revenues related to reimbursable expenses		27			30			56			60			12			27			45			56
Total		186			201			366			384			34			186			176			366
Expenses:
Operating and other:
Operating		137			139			270			270			50			130			166			260
Asset impairments														20			7			20			10
Reimbursable expenses		27			30			56			60			12			27			45			56
Depreciation		15			16			31			33			16			15			30			31
Equity income from joint ventures		(16	)		(16	)		(38	)		(38	)
Equity (income) loss from joint ventures														25			(16	)		29			(38	)
Interest		5			8			10			15			8			5			16			10
Total		168			177			329			340			131			168			306			329
Income before income tax		18			24			37			44
Income tax expense		(6	)		(7	)		(12	)		(14	)
Net income attributable to Loews Corporation		$ 12			$ 17			$ 25			$ 30

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

Due to the COVID-19 pandemic and efforts to mitigate the spread of the virus, twenty hotels owned and/or operated by Loews Hotels & Co temporarily suspended operations in March of 2020, with two additional hotels suspending operations in April of 2020. Of these twenty-two hotels, one resumed operations 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. Although Loews Hotels & Co has enacted significant measures to adjust the operating cost structure of each hotel during these suspensions and subsequent resumptions of operations, deferred most capital expenditures and reduced the operating costs of its management company, these measures could not offset the impact of significant lost revenues. Loews Hotels & Co 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 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. 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.

~~Operating~~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 ~~decreased $12~~of $150 million and ~~$14~~$192 million and operating expenses of $80 million and $94 million for the three and six months ended June 30, ~~2019~~2020 as compared with the ~~2018 period primarily due to hotel renovations during the three~~2019 period. Additionally, equity income from joint ventures decreased $41 million and ~~six months ended June 30, 2019 and the sale of two owned hotel properties, one of which occurred in the second quarter of 2019 and one of which occurred in the third quarter of 2018.~~

~~Operating expenses were mostly flat~~$67 million for the three and six months ended June 30, ~~2019~~2020 as compared with the ~~2018 periods as a result of~~2019 period driven primarily by the ~~aforementioned sale of the two owned hotel properties, offset by asset impairment charges.~~ COVID-19 pandemic.

Index

Loews Hotels & Co considers events or changes in circumstances that indicate the carrying amount of ~~a long-lived asset~~its assets may not be recoverable. ~~Operating expenses~~During the second quarter of 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 an impairment ~~charge~~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 ~~2019 related to the~~

~~write-off~~

~~of previously capitalized costs due to the change in plans for an owned property and a $4 million impairment charge in the first quarter of 2019 related to the sale of an owned property.~~2020.

Interest expense ~~decreased $3 million and $5 million~~ for the three and six months ended June 30, ~~2019~~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 ~~2018 period due to lower average debt balances, changes in effective interest rates as compared with the 2018 period and additional capitalized interest on development projects in progress.~~

2019 period.

Equity income from joint ventures for the three and six months ended June 30, 2019 was consistent with the 2018 period primarily due to the improved performance of several properties which was offset by

~~pre-opening~~

~~expenses for properties under development of $4 million and $6 million for the three and six months ended June 30, 2019.~~

~~Net income decreased $5 million for the three and six months ended June 30, 2019 as compared to the 2018 period due to the changes discussed above.~~

Corporate

~~Corporate~~

Corporate operations consist primarily of investment income at the Parent Company, operating results of ~~Consolidated Container, corporate~~Altium Packaging, Parent Company interest ~~expenses~~expense and other ~~corporate~~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 trading portfolio.~~

Company.

~~Table of Contents~~

The following table summarizes the results of operations for Corporate for the three and six months ended June 30, ~~2019~~2020 and ~~2018~~2019 as presented in Note 1314 of the Notes to Consolidated Condensed Financial Statements included under Item 1 of this Report:

													Three Months Ended						Six Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,						June 30,						June 30,
	2019			2018			2019			2018			2020			2019			2020			2019
(In millions)

Revenues:
Net investment income		$ 33			$ 42			$ 117			$ 56
Other revenues		223			217			439			430
Net investment income (loss)													$	110		$	33		$	(56	)	$	117
Investment loss														(1,211	)					(1,211	)
Operating revenues and other														244			223			501			439
Total		256			259			556			486			(857	)		256			(766	)		556
Expenses:
Operating and other		245			238			476			470			260			245			528			476
Interest		27			27			54			54			32			27			63			54
Total		272			265			530			524			292			272			591			530
Income (loss) before income tax		(16	)		(6	)		26			(38	)		(1,149	)		(16	)		(1,357	)		26
Income tax (expense) benefit		3						(5	)		5			241			3			284			(5	)
Net income (loss) attributable to Loews Corporation		$ (13	)		$ (6	)		$ 21			$ (33	)	$	(908	)	$	(13	)	$	(1,073	)	$	21

Net investment income ~~decreased $9~~for the Parent Company increased $77 million for the three months ended June 30, ~~2019~~2020 as compared with the 2018 period primarily due to lower income from limited partnership investments as a result of lower invested balances, partially offset by improved performance of equity based investments in the Parent Company trading portfolio. Net investment income increased $61 million for the six months ended June 30, 2019 ~~as compared with the 2018~~ period primarily due to improved performance of equity based investments in the Parent Company trading ~~portfolio,~~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 million and $223 million for the three months ended June 30, 2020 and 2019 and $500 million and $437 million for the six months ended June 30, 2020 and 2019. The increase of $21 million for the three months ended June 30, 2020 as compared with the 2019 period reflects an increase of $25 million related to acquisitions in 2019, partially offset by the pass-through effect of lower 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 million related to acquisitions 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 the pass-through effect of lower year-over-year resin prices. Altium Packaging’s contracts generally provide for resin price changes to be passed through to its customers on a short-term lag, generally about one month. When a pass-through occurs, revenues and expenses generally change by the same amount so that Altium Packaging’s gross margin returns to the same level as prior to the change in prices.

Index

Operating and other expenses include Altium Packaging operating expenses of $236 million and $222 million for the three months ended June 30, 2020 and 2019 and $482 million and $428 million for the six months ended June 30, 2020 and 2019, which include depreciation and amortization expense. The increase in operating expenses of $14 million for the three months ended June 30, 2020 as compared with the 2019 period is primarily due to an increase of $24 million related to acquisitions in 2019, partially offset by lower ~~income from limited partnership investments.~~

resin prices and lower volumes. The increase in operating expenses of $54 million for the six months ended June 30, 2020 as compared with the 2019 period is primarily due to acquisitions in 2019.

~~Other revenues~~Interest expenses increased $6$5 million and $9 million for the three and six months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 periods ~~reflecting an increase in Consolidated Container’s operations related~~due to ~~acquisitions in 2018~~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 Altium Packaging’s 2019 acquisitions.

Diamond Offshore

Contract drilling revenues were $69 million and $207 million for the three months ended June 30, 2020 and 2019 and $287 million and $434 million for the six months ended June 30, 2020 and 2019. ~~Operating and other~~Contract drilling expenses ~~increased $7~~were $69 million and $6$225 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, ~~2019~~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 ~~2018 periods, primarily due to acquisition related costs~~2019 periods. Operating and ~~higher operating personnel~~other expenses ~~at Consolidated Container, partially offset by lower corporate overhead expenses.~~

~~Net results decreased $7 million and improved $54 million~~ for the ~~three and~~ six months ended June 30, ~~2019 as compared with~~2020 includes an aggregate asset impairment charge of $774 million ($408 million after tax and noncontrolling interests) recognized in the ~~2018 periods primarily due to the changes discussed above.~~

first quarter of 2020.

LIQUIDITY AND CAPITAL RESOURCES

Parent Company

Parent Company cash and investments, net of receivables and payables, totaled ~~$3.5~~$3.6 billion at June 30, ~~2019~~2020 as compared to ~~$3.1~~$3.3 billion at December 31, ~~2018.~~2019. During the six months ended June 30, ~~2019,~~2020, we received ~~$706~~$665 million in dividends from ~~our subsidiaries,~~CNA, including a special dividend ~~from CNA~~ of $485 million. Cash ~~inflows also included $161 million from Loews Hotels & Co. Cash~~ outflows during the six months ended June 30, 2020 included the payment of ~~$478~~$491 million to fund treasury stock purchases, ~~and $38~~$36 million of cash dividends to our ~~shareholders.~~shareholders, $87 million of cash contributions to Loews Hotels & Co and $19 million to purchase common shares of CNA. Loews Corporation anticipates providing Loews Hotels & Co additional capital support during the remainder of 2020. 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~~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.~~securities from time to time. We are not responsible for the liabilities and obligations of our subsidiaries and there are no Parent Company guarantees.

AsIn May of ~~July 26, 2019, there were 302,380,038 shares~~2020, we completed a public offering of ~~Loews common stock outstanding.~~ $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 months ended June 30, ~~2019,~~2020, we purchased ~~9.8~~10.7 million shares of Loews Corporation common ~~stock. As of August 2, 2019, we had purchased an additional 0.4 million~~stock and 564,430 shares of ~~Loews~~CNA common ~~stock in 2019 at an aggregate cost of $23 million.~~

stock.

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.

~~Table~~Subsidiaries

Related to the COVID-19 pandemic and efforts to mitigate the spread of ~~Contents~~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.

~~Subsidiaries~~

CNA’s cash provided by operating activities was $650 million for the six months ended June 30, 2020 and $514 million for the six months ended June 30, ~~2019 as compared with $354 million for the 2018 period.~~2019. The increase in cash provided by operating activities was driven by ~~a higher level of distributions on limited partnerships~~

Index

lower net claim payments, an increase in premiums collected and lower income taxes ~~paid. CNA believes that its present cash flows~~paid, partially offset by a lower level of distributions from ~~operating, investing and financing activities are sufficient to fund its current and expected working capital and debt obligation needs.~~

limited partnerships.

CNA ~~declared and~~ paid dividends of ~~$2.70~~$2.74 per share on its common stock, including a special dividend of $2.00 per share ~~during~~in the six months ended June 30, ~~2019.~~2020. On ~~August 2, 2019,~~July 31, 2020, CNA’s Board of Directors declared a quarterly dividend of ~~$0.35~~$0.37 per share, ~~on its common stock,~~ payable September ~~5, 2019~~3, 2020 to shareholders of record on August ~~19, 2019.~~17, 2020. 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 ~~the~~ 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 ~~(“Department”~~(the “Department”), are determined based on the greater of the prior year’s statutory net income or 10% of statutory surplus as of the end of the prior year, as well as the timing and amount of dividends paid in the preceding ~~twelve~~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, ~~2019,~~2020, CCC was in a positive earned surplus position. The maximum allowable dividend CCC could pay during 2019 that would not be subject to the Department’s prior approval is approximately $1.4 billion, less dividends paid during the preceding twelve months measured at that point in time. CCC paid dividends of ~~$256~~$815 million ~~during the six months ended December 31, 2018~~ and $805 million during the six months ended June 30, 2020 and 2019. ~~As of June 30, 2019, CCC is able to pay approximately $322 million of dividends that would not be subject to prior approval of the Department.~~ 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.

Diamond Offshore’s cash provided by operating activities for the six months ended June 30, 2019 decreased $134 million compared to the 2018 period, due to lower cash collected from the performance of contract drilling services and higher cash expenditures for interest and income tax payments, net of refunds, partially offset by a net decrease in cash expenditures related to contract drilling and general and administrative costs.

Diamond Offshore expects capital expenditures in 2019 to be approximately $360 million to $380 million for projects under its capital maintenance and replacement programs, including equipment upgrades for the

~~Ocean BlackHawk~~

~~Ocean BlackHornet~~

~~and~~

~~Ocean Courage~~

~~and other large shipyard projects. In addition, other specific projects for 2019 include approximately $110 million in capitalized costs associated with the reactivation and upgrade of the~~

~~Ocean Onyx~~

~~and approximately $20 million associated with the reactivation of the~~

~~Ocean Endeavor.~~

~~At June 30, 2019, Diamond Offshore has no significant purchase obligations, except for those related to its direct rig operations, which arise during the normal course of business.~~

~~As of July 26, 2019, Diamond Offshore had $1.2 billion available under its credit agreements.~~

Diamond Offshore will make periodic assessments of its capital spending programs based on industry conditions and will make adjustments if it determines they are required. Diamond Offshore, may, from time to time, issue debt or equity securities, or a combination thereof, to finance capital expenditures, the acquisition of assets and businesses or for general corporate purposes. Diamond Offshore has an effective shelf registration statement under which it may publicly issue debt, equity or hybrid securities from time to time. Diamond Offshore’s ability to access the capital markets by issuing debt or equity securities will be dependent on its results of operations, current financial condition, current credit ratings, current market conditions and other factors beyond its control.

Boardwalk Pipelines’ cash provided by operating activities ~~increased $72~~decreased $45 million for the six months ended June 30, ~~2019~~2020 compared to the ~~2018~~2019 period, primarily due to the change in net income and the timing of ~~receivables.~~

receivables and accrued liabilities.

~~Table of Contents~~

For the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, Boardwalk Pipelines’ capital expenditures were ~~$168~~$246 million and ~~$229~~$180 million, consisting of a combination of growth and maintenance capital. ~~During the six months ended June 30, 2019, Boardwalk Pipelines purchased $12 million of natural gas to be used as base gas for its pipeline system.~~

As of June 30, ~~2019,~~2020, Boardwalk Pipelines had no$215 million of outstanding borrowings under its credit facility. As of July 31, 2020, Boardwalk Pipelines had $240 million of outstanding borrowings and approximately $1.2 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 ~~for 2019. Boardwalk Pipelines may seek to access the debt markets to fund some or all~~and capital expenditures for ~~growth projects, acquisitions or for general corporate purposes.~~2020. Boardwalk Pipelines has an effective shelf registration statement under which it may publicly issue debt securities, warrants or rights from time to time.

~~Boardwalk Pipelines paid distributions~~Certain of ~~$51 million~~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. 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 ~~six months ended June 30, 2019~~renewal, replacement and ~~2018. The Company~~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) 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. 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 of an event of default.

Additionally, due to temporary suspension of operations and lost revenues in certain joint venture entities, Loews Hotels & Co has received ~~distributions of $51 million and $26 million for~~capital call notices in accordance with the ~~six months ended June 30, 2019 and 2018. The distributions received in 2019 reflect~~underlying joint venture agreements to support the ~~Company owning 100% of Boardwalk Pipelines as compared to 51% in the 2018 period.~~

~~Consolidated Container paid~~properties’ operations. Through July 31, 2020, Loews Hotels & Co funded approximately ~~$260~~$27 million to ~~complete three acquisitions~~these joint ventures in 2020.

Through July 31, 2020, Loews Hotels & Co received capital contributions of ~~plastic packaging manufacturers located in~~$112 million from Loews Corporation. Additional funding from Loews Corporation during the ~~U.S.~~remainder of 2020 will be needed and ~~Canada, funded with approximately $250 million of debt financing proceeds and available cash, see Notes 2 and 7 for further discussion.~~will depend on numerous factors, including how quickly properties are able to return to sustainable operating levels.

Index

INVESTMENTS

Investment activities of

non-insurance

subsidiaries primarily ~~include~~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.

We enter into short sales and invest in certain derivative instruments that are used for asset and liability management activities, income enhancements to ~~our~~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 ~~our~~the portfolio strategy.

Credit exposure associated with

non-performance

by counterparties to ~~our~~ 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 ~~our~~ 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, ~~and~~ 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.

~~Table of Contents~~

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
June 30,

Six Months Ended
June 30,

        2019

    2018

    2019

    2018

(In millions)

Fixed income securities:

Taxable fixed income securities

$        385

$        354

$       768

$        704

Tax-exempt
fixed income securities

80

100

162

205

Total fixed income securities

465

454

930

909

Limited partnership and common stock investments

43

42

139

73

Other, net of investment expense

7

10

17

14

Pretax net investment income

$        515

$        506

$    1,086

$        996

Fixed income securities after tax and noncontrolling interests

$        341

$        335

$       681

$        672

Net investment income after tax and noncontrolling interests

$        376

$        372

$       791

$        734

Effective income yield for the fixed income securities portfolio, before tax

4.8
%
4.7
%
4.8
%
4.7
%
Effective income yield for the fixed income securities portfolio, after tax

3.9
%
3.9
%
3.9
%
3.9
%
Limited partnership and common stock return

2.1
%
1.8
%
6.8
%
3.0
%

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

Fixed income securities:
Taxable fixed income securities	$	360	$	385	$	731		$	768
Tax-exempt fixed income securities		80		80		158			162
Total fixed income securities		440		465		889			930
Limited partnership investments		44		37		(26	)		113
Common stock		40		6		(15	)		26
Other, net of investment expense		10		7		15			17
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

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	%

~~Net~~

Index

CNA’s pretax net investment income ~~after tax and noncontrolling interests~~ for the three months ended June 30, ~~2019~~2020 increased $4$19 million as compared with the ~~2018~~2019 period, driven by limited partnership and common stock returns offset by lower yields on the fixed income ~~securities. Net~~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 ~~after tax and noncontrolling interests increased $57~~decreased $223 million for the six months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 period, driven by limited partnership and common stock ~~returns.~~

returns and lower yields in the fixed income portfolio.

~~Net~~ Investment Gains (Losses)

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

												Three Months Ended						Six Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,					June 30,						June 30,
	2019			2018			2019			2018		2020			2019			2020			2019
(In millions)

Investment gains (losses):
Fixed maturity securities:
Corporate and other bonds		$ (7	)		$ 9			$ (7	)		$ 28	$	(40	)	$	(7	)	$	(119	)	$	(7	)
States, municipalities and political subdivisions		4			6			12			26		33			4			33			12
Asset-backed					(11	)		(14	)		(32)		24						28			(14	)
Total fixed maturity securities		(3	)		4			(9	)		22		17			(3	)		(58	)		(9	)
Non-redeemable preferred stock		11			(10	)		53			(25)		63			11			(70	)		53
Short term and other		(6	)		3			(11	)		9		(11	)		(6	)		(19	)		(11	)
Total investment gains (losses)		2			(3	)		33			6		69			2			(147	)		33
Income tax (expense) benefit		(1	)		2			(9	)		1		(16	)		(1	)		30			(9	)
Amounts attributable to noncontrolling interests								(2	)		(1)		(6	)					12			(2	)
Net investment gains (losses) attributable to Loews Corporation		$ 1			$ (1	)		$ 22			$ 6

Investment gains (losses) attributable to Loews Corporation												$	47		$	1		$	(105	)	$	22

~~Table of Contents~~

~~Net~~CNA’s investment gains (losses) ~~after tax and noncontrolling interests~~ increased $2$67 million for the three months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 period. The increase was driven by the favorable change in fair value of

non-redeemable

preferred stock ~~partially offset by~~and higher ~~OTTI~~net realized investment gains on sales of fixed maturity securities. Pretax impairment losses of $11 million on available-for-sale securities were recognized in ~~earnings.~~the current quarter.

~~Net~~

CNA’s investment gains (losses) ~~after tax and noncontrolling interests increased $16~~decreased $180 million for the six months ended June 30, ~~2019~~2020 as compared with the ~~2018~~2019 period. The ~~increase~~decrease was driven by higher impairment losses and the ~~favorable~~unfavorable change in fair value of

non-redeemable

preferred ~~stock, partially offset by lower net investment gains~~stock. Pretax impairment losses of $103 million on ~~sales of~~available-for-sale securities and ~~higher OTTI~~$13 million of credit losses on mortgage loans were recognized ~~in earnings.~~for the six months ended June 30, 2020.

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

Index

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
											Net					Net
											Unrealized					Unrealized
	June 30, 2019				December 31, 2018				Estimated		Gains			Estimated		Gains
	Estimated Fair Value		Net Unrealized Gains (Losses)		Estimated Fair Value		Net Unrealized Gains (Losses)		Fair Value		(Losses)			Fair Value		(Losses)
(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises		$ 4,336		$ 84		$ 4,334		$ (24)
U.S. Government, Government agencies and
Government-sponsored enterprises									$	3,997	$	149		$	4,136	$	95
AAA		3,014		338		3,027		245		3,599		443			3,254		349
AA		6,697		775		6,510		512		6,717		920			6,663		801
A		8,843		961		8,768		527		9,257		1,218			9,062		1,051
BBB		15,984		1,374		14,205		274		16,867		1,742			16,839		1,684
Non-investment grade		2,765		84		2,702		(73)		2,338		(38	)		2,253		101
Total		$ 41,639		$ 3,616		$ 39,546		$ 1,461	$	42,775	$	4,434		$	42,207	$	4,081

As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, 1% of CNA’s fixed maturity portfolio was rated internally. AAA rated securities included ~~$1.2~~$1.9 billion and ~~$1.3~~$1.5 billion of

~~pre-refunded~~

pre-funded municipal bonds as of June 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

The following table presents CNA’s

available-for-sale

fixed maturity securities in a gross unrealized loss position by ratings distribution:

June 30, 2019

Estimated
Fair Value

Gross
Unrealized
Losses

(In millions)

U.S. Government, Government agencies and Government-sponsored enterprises

$         256

$              1

AAA

22

1

AA

52

A

526

8

BBB

591

18

Non-investment
grade

753

29

Total

$      2,200

$            57

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

U.S. Government, Government agencies and
Government-sponsored enterprises	$	7
AAA		40	$	1
AA		238		9
A		919		35
BBB		1,729		111
Non-investment grade		1,139		116
Total	$	4,072	$	272

~~Table of Contents~~

The following table presents the maturity profile for these

available-for-sale

fixed maturity securities. Securities not due to mature on a single date are allocated based on weighted average life:

June 30, 2019

Estimated
Fair Value

Gross
Unrealized
Losses

(In millions)

Due in one year or less

$         45

$          1

Due after one year through five years

444

12

Due after five years through ten years

1,477

27

Due after ten years

234

17

Total

$    2,200

$        57

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

Due in one year or less	$	158	$	16
Due after one year through five years		1,154		73
Due after five years through ten years		2,168		136
Due after ten years		592		47
Total	$	4,072	$	272

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

Index

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, 2019				December 31, 2018				June 30, 2020			December 31, 2019
	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	$	17,541		8.9	$	16,212		8.4	$	18,370	8.8	$	18,015	8.9
Other investments		26,253		4.1		25,428		4.4		26,165	4.1		26,813	4.1
Total	$	43,794		6.0	$	41,640		6.0	$	44,535	6.0	$	44,828	6.0

~~The~~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, ~~2018.~~2019.

~~Table of Contents~~

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,
	June 30, 2019		December 31, 2018		2020		2019
(In millions )

Short term investments:
Commercial paper		$ 920		$ 705			$	1,181
U.S. Treasury securities		295		185	$	1,251		364
Other		304		396		207		316
Total short term investments		$ 1,519		$ 1,286	$	1,458	$	1,861

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, ~~2018~~2019 for further information.

Index

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 ~~some statements~~ in other SEC filings and periodic press releases and ~~some~~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, Part I, Item 1A, Risk Factors in our Annual Report on Form

10-K

for the year ended December 31, ~~2018,~~2019, Part II, Item 1A, Risk Factors in our Quarterly Report on Form

10-Q

for the quarter ended March 31, ~~2019~~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, ~~2019.~~2020. 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, ~~2018~~2019 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.

~~Table of Contents~~

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, ~~2019.~~2020.

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, ~~2019~~2020 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 1112 to the Consolidated Condensed Financial Statements included under Part I, Item 1.

Index

Item 1A. Risk Factors.

Our Annual Report on Form

10-K

for the year ended December 31, ~~2018~~2019 and our Quarterly Report on Form

10-Q

for the quarter ended March 31, ~~2019~~2020 include a detailed discussion of certain risk factors facing the company. NoThe information presented below updates ~~or additions have been made to~~and supplements such risk factors and should be read in conjunction with the Risk Factors included under Part I, Item 1A 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”)

The coronavirus disease (“COVID-19”) pandemic and measures to mitigate the spread of the virus have resulted in significant risk across CNA’s enterprise, which have had, and may continue to have, material adverse impacts on its business, results of operations and financial condition, the extent of which cannot be determined with any certainty at this time.

The COVID-19 outbreak, and actions seeking to mitigate the spread 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 may have a material impact on its business, results of operations 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 to experience additional COVID-19 related catastrophe losses in future quarters, which could be material.

Financial markets and investments: The COVID-19 pandemic has also significantly impacted financial markets. As investors have embarked on a flight to quality, risk free rates have decreased. In addition, liquidity concerns 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, and may result in additional volatility or losses in its investment portfolio, which could be material.

The value of CNA’s fixed maturity investments is subject to risk that certain investments may default or become

Index

impaired due to deterioration in the financial condition of issuers of the investments it holds or in the underlying collateral of the 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 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.

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 the virus and the mitigating activities taken by its customers and governmental authorities in response to its spread, as well as increased litigation 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. 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 may have a material impact on its business, results of operations 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, 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 unable 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 at

Index

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, ~~2019.~~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, 2019 -
April 30, 2019

1,210,073
$
49.40

N/A

N/A

May 1, 2019 -
May 31, 2019

1,731,211

50.88

N/A

N/A

June 1, 2019 -
June 30, 2019

59,880

53.22

N/A

N/A

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

~~Table of Contents~~

Item 6. Exhibits.

	Exhibit
Description of Exhibit	Number

~~Description of Exhibit~~		~~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 ~~Taxonomy Extension Presentation Linkbase~~ and contained in Exhibit 101)			~~101.PRE~~	104

*Filed herewith.

57Index

~~Table of Contents~~

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: August ~~5, 2019~~3, 2020	By:	/s/ David B. Edelson
		DAVID B. EDELSON
		Senior Vice President and
		Chief Financial Officer
		(Duly authorized officer
		and principal financial
		officer)

5865


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

Balance, April 1, 2018	$	23,848		$	3	$	3,142		$	16,321		$	(417	)	$	(517	)	$	5,316
Net income		248								230									18
Other comprehensive loss		(199	)										(179	)					(20	)
Dividends paid ($0.0625 per share)		(42	)							(20	)								(22	)
Purchase of Boardwalk Pipeline common units		(1,715	)				661						(29	)					(2,347	)
Purchases of Loews treasury stock		(291	)													(291	)
Stock-based compensation		8					8
Other		1					(2	)		1									2
Balance, June 30, 2018	$	21,858		$	3	$	3,809		$	16,532		$	(625	)	$	(808	)	$	2,947

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	)
Purchases of Loews treasury stock		(151	)													(151	)
Purchases of subsidiary stock from noncontrolling interests		(2	)																(2	)
Stock-based compensation		7					6												1
Other		2					(1	)											3
Balance, June 30, 2019	$	22,394		$	3	$	3,612		$	16,374		$	3		$	(478	)	$	2,880


																								Unrealized
																								Gains
			Net Realized																					(Losses)
			Investment Gains																					Recognized in
			(Losses) and Net Change																					Net Income
			in Unrealized Investment																					(Loss) on Level
			Gains (Losses)																					3 Assets and
			Included in														Transfers		Transfers					Liabilities
	Balance,		Net Income			Included in											into		out of			Balance,		Held at
2018	April 1		(Loss)			OCI			Purchases		Sales			Settlements			Level 3		Level 3			June 30		June 30
(In millions)

Fixed maturity securities:
Corporate bonds and other	$	100				$	(1	)	$	2	$	(5	)	$	(2	)						$	94
States, municipalities and political subdivisions		1																					1
Asset-backed		279					(1	)		41					(6	)	$	13	$	(53	)		273
Fixed maturities available-for-sale		380	$	-			(2	)		43		(5	)		(8	)		13		(53	)		368	$	-
Fixed maturities trading		7																					7
Total fixed maturities	$	387	$	-		$	(2	)	$	43	$	(5	)	$	(8	)	$	13	$	(53	)	$	375	$	-

Equity securities	$	20	$	(1	)						$	(1	)									$	18	$	(1	)


Year Ended December 31
(In millions)

2019	$	75
2020		79
2021		79
2022		68
2023		57
Thereafter		344
Total	$	702


	Operating
As of June 30, 2019	Leases
(In millions)

2019 (a)	$	53
2020		111
2021		108
2022		97
2023		86
Thereafter		421
Total		876
Less: discount		174
Total lease liabilities	$	702


																Total
																Accumulated
	OTTI			Unrealized									Foreign			Other
	Gains			Gains (Losses)			Cash Flow			Pension			Currency			Comprehensive
	(Losses)			on Investments			Hedges			Liability			Translation			Income (Loss)
(In millions)

Balance, April 1, 2018	$	18		$	386		$	10		$	(753	)	$	(78	)	$	(417	)
Other comprehensive income (loss) before reclassifications, after tax of $1, $45, $0, $0 and $0		(1	)		(156	)		4						(52	)		(205	)
Reclassification of (gains) losses from accumulated other comprehensive income, after tax of $0, $1, $0, $(2) and $0					(3	)					9						6
Other comprehensive income (loss)		(1	)		(159	)		4			9			(52	)		(199	)
Amounts attributable to noncontrolling interests					17						(2	)		5			20
Purchase of Boardwalk Pipelines common units								(1	)		(28	)					(29	)
Balance, June 30, 2018	$	17		$	244		$	13		$	(774	)	$	(125	)	$	(625	)

Balance, April 1, 2019	$	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


		Three Months Ended				Six Months Ended
	June 30,					June 30,
		2019		2018		2019		2018
(In millions)

Non-insurance warranty services – CNA Financial		$	285	$	248	$	566	$	486
Contract drilling – Diamond Offshore			216		268		450		564
Transportation and storage of natural gas and NGLs and other services – Boardwalk Pipelines			321		281		660		612
Lodging and related services – Loews Hotels & Co			185		200		365		383
Rigid plastic packaging and recycled resin – Corporate			223		216		437		429
Total revenues from contracts with customers			945		965		1,912		1,988
Other revenues			16		14		34		34
Operating revenues and other		$	961	$	979	$	1,946	$	2,022


Three Months Ended June 30, 2018	CNA Financial			Diamond Offshore			Boardwalk Pipelines			Loews Hotels & Co			Corporate			Total
(In millions)

Revenues:

Insurance premiums	$	1,815														$	1,815
Net investment income		506		$	2					$	1		$	42			551
Investment losses		(3	)														(3	)
Non-insurance warranty revenue		248															248
Operating revenues and other		8			269		$	285			200			217			979
Total		2,574			271			285			201			259			3,590

Expenses:

Insurance claims and policyholders’ benefits		1,327															1,327
Amortization of deferred acquisition costs		359															359
Non-insurance warranty expense		225															225
Operating expenses and other		299			320			203			169			238			1,229
Interest		35			30			43			8			27			143
Total		2,245			350			246			177			265			3,283
Income (loss) before income tax		329			(79	)		39			24			(6	)		307
Income tax (expense) benefit		(60	)		10			(2	)		(7	)					(59	)
Net income (loss)		269			(69	)		37			17			(6	)		248
Amounts attributable to noncontrolling interests		(29	)		32			(21	)								(18	)
Net income (loss) attributable to Loews Corporation	$	240		$	(37	)	$	16		$	17		$	(6	)	$	230


Six Months Ended June 30, 2018	CNA Financial			Diamond Offshore			Boardwalk Pipelines			Loews Hotels & Co			Corporate			Total
(In millions)

Revenues:

Insurance premiums	$	3,600														$	3,600
Net investment income		996		$	4					$	1		$	56			1,057
Investment gains		6															6
Non-insurance warranty revenue		486															486
Operating revenues and other		21			566		$	622			383			430			2,022
Total		5,109			570			622			384			486			7,171
Expenses:

Insurance claims and policyholders’ benefits		2,666															2,666
Amortization of deferred acquisition costs		655															655
Non-insurance warranty expense		441															441
Operating expenses and other		601			616			401			325			470			2,413
Interest		70			58			87			15			54			284
Total		4,433			674			488			340			524			6,459
Income (loss) before income tax		676			(104	)		134			44	��		(38	)		712
Income tax (expense) benefit		(115	)		54			(14	)		(14	)		5			(84	)
Net income (loss)		561			(50	)		120			30			(33	)		628
Amounts attributable to noncontrolling interests		(60	)		23			(68	)								(105	)
Net income (loss) attributable to Loews Corporation	$	501		$	(27	)	$	52		$	30		$	(33	)	$	523